N-CSR 1 form.htm Federated MDT Series - N-CSR


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM N-CSR
   CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES




                                   811-21904

                      (Investment Company Act File Number)


                              Federated MDT Series
        _______________________________________________________________

               (Exact Name of Registrant as Specified in Charter)



                           Federated Investors Funds
                              5800 Corporate Drive
                      Pittsburgh, Pennsylvania 15237-7000
                    (Address of Principal Executive Offices)


                                 (412) 288-1900
                        (Registrant's Telephone Number)


                           John W. McGonigle, Esquire
                           Federated Investors Tower
                              1001 Liberty Avenue
                      Pittsburgh, Pennsylvania 15222-3779
                    (Name and Address of Agent for Service)
               (Notices should be sent to the Agent for Service)






                       Date of Fiscal Year End:  7/31/07


              Date of Reporting Period:  Fiscal year ended 7/31/07







ITEM 1.     REPORTS TO STOCKHOLDERS

Federated Investors
World-Class Investment Manager

Federated MDT All Cap
Core Fund

Established 2002

A Portfolio of Federated MDT Series

ANNUAL SHAREHOLDER REPORT

July 31, 2007

CLASS A SHARES
CLASS C SHARES
CLASS K SHARES

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLE
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND TRUST OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Financial Highlights--Class A Shares

(For a Share Outstanding Throughout Each Period)

Year Ended July 31

   

2007

1,2

   

2006

2

   

2005

2

   

2004

2

2003

2,3


Net Asset Value, Beginning of Period

$15.08

$15.26

$13.52

$11.75

$10.17

Income From Investment Operations:

Net investment income (loss)

0.02

4

0.00

4,5

(0.00

)4,5

0.01

0.00

5

Net realized and unrealized gain on investments

2.18

0.70

2.85

2.05

1.58


TOTAL FROM INVESTMENT OPERATIONS

2.20

0.70

2.85

2.06

1.58


Less Distributions:

Distributions from net investment income

--

(0.00

)5

(0.03

)

(0.02

)

--

Distributions from net realized gain on investments

(0.54

)

(0.88

)

(1.08

)

(0.27

)

--


TOTAL DISTRIBUTIONS

(0.54

)

(0.88

)

(1.11

)

(0.29

)

--


Net Asset Value, End of Period

$16.74

$15.08

$15.26

$13.52

$11.75


Total Return6

14.67

%

4.59

%

21.79

%

17.53

%

15.54

%


 

Ratios to Average Net Assets:


Net expenses

1.36

%

1.50

%

1.50

%

1.50

%

1.50

%7


Net investment income (loss)

0.13

%

0.03

%

(0.02

)%

0.05

%

0.21

%7


Expense waiver/reimbursement8

0.00

%9

0.05

%

0.04

%

0.15

%

0.84

%7


Supplemental Data:


Net assets, end of period (000 omitted)

$201,888

$101,723

$30,336

$9,628

$1,585


Portfolio turnover

225

%

212

%

204

%

96

%

172

%10


1 MDT All Cap Core Fund (the Predecessor Fund) was reorganized into Federated MDT All Cap Core Fund (the Fund) as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 organization, are the Funds operations.

2 The years ended July 31, 2007 and July 31, 2006 and the period ended July 31, 2003 were audited by Ernst & Young LLP. The years ended July 31, 2005 and 2004 were audited by another independent registered public accounting firm.

3 Reflects operations for the period from February 12, 2003 (date of initial public investment) to July 31, 2003.

4 Per share numbers have been calculated using the average shares method.

5 Represents less than $0.01.

6 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.

7 Computed on an annualized basis.

8 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

9 Represents less than 0.01%.

10 Portfolio turnover is calculated at the Fund level. Percentage indicated was calculated for the year ended July 31, 2003.

See Notes which are an integral part of the Financial Statements

Financial Highlights--Class C Shares

(For a Share Outstanding Throughout Each Period)

Year Ended
7/31/2007

1

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$14.99

$15.25

Income From Investment Operations:

Net investment income (loss)

(0.11

)3

(0.10

)3

Net realized and unrealized gain on investments

2.17

0.72


TOTAL FROM INVESTMENT OPERATIONS

2.06

0.62


Less Distributions:

Distributions from net realized gain on investments

(0.54

)

(0.88

)


Net Asset Value, End of Period

$16.51

$14.99


Total Return4

13.81

%

4.01

%


 

Ratios to Average Net Assets:


Net expenses

2.13

%

2.25

%5


Net investment income (loss)

(0.64

)%

(0.72

)%5


Expense waiver/reimbursement6

0.00

%7

0.05

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$104,957

$48,189


Portfolio turnover

225

%

212

%8


1 The Predecessor Fund was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 organization, are the Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

7 Represents less an 0.01%.

8 Portfolio turnover is calculated at the Fund level. Percentage indicated was calculated for the year ended July 31, 2006.

See Notes which are an integral part of the Financial Statements

Financial Highlights--Class K Shares

(For a Share Outstanding Throughout the Period)

   

Period
Ended
7/31/2007

1


Net Asset Value, Beginning of Period

$16.82

Income From Investment Operations:

Net investment income (loss)

(0.03

)2

Net realized and unrealized gain on investments

0.61


TOTAL FROM INVESTMENT OPERATIONS

0.58


Less Distributions:

Distributions from net realized gain on investments

(0.54

)


Net Asset Value, End of Period

$16.86


Total Return3

3.52

%


 


Ratios to Average Net Assets:


Net expenses

1.80

%4


Net investment income

0.30

%4


Expense waiver/reimbursement5

0.02

%4


Supplemental Data:


Net assets, end of period (000 omitted)

$135


Portfolio turnover

225

%6


1 Reflects operations for the period from December 12, 2006 (date of initial public investment) to July 31, 2007.

2 Per share numbers have been calculated using the average shares method.

3 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.

4 Computed on an annualized basis.

5 This expense decrease is reflected in both the net expense and the net investment income ratios shown above.

6 Portfolio turnover is calculated at the Fund level. Percentage indicated was calculated for the year ended July 31, 2007.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of cost: (1) transaction costs, including sales charges (loads) on purchase or redemption payments; and (2) ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2007 to July 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase or redemption payments. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

   

Beginning
Account Value
2/1/2007

   

Ending
Account Value
7/31/2007

   

Expenses Paid
During Period1


Actual:


Class A Shares

$1,000

$1,019.50

$6.56


Class C Shares

$1,000

$1,016.00

$10.50


Class K Shares

$1,000

$1,019.30

$8.86


Hypothetical (assuming a 5% return before expenses):


Class A Shares

$1,000

$1,018.30

$6.56


Class C Shares

$1,000

$1,014.38

$10.49


Class K Shares

$1,000

$1,016.02

$8.85


1 Expenses are equal to the Funds annualized net expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The annualized net expense ratios are as follows:


Class A Shares

1.31%


Class C Shares

2.10%


Class K Shares

1.77%


Management’s Discussion of Fund Performance

The fund’s total return for the fiscal year ended July 31, 2007 was 14.67% for Class A Shares, 13.81% for Class C Shares and 14.50% for Class K Shares.1 The total return of the Russell 3000® Index (Russell 3000®)2 was 16.08% for the same period. The fund’s total return for the fiscal year reflected actual cash flows, transaction costs and other expenses which were not reflected in the total return of the Russell 3000.® The total return of the Lipper Multi-Cap Core Funds Index3 was 18.31% for the same period.

1 The fund is the successor to the MDT All Cap Core Fund pursuant to a reorganization that took place on December 8, 2006. Prior to that date, the fund had no investment operations. Accordingly, the performance information provided is historical information of the MDT All Cap Core Fund.

2 The Russell 3000® Index offers investors access to the broad U.S. equity universe representing approximately 98% of the U.S. market. The Russell 3000 is constructed to provide a comprehensive, unbiased, and stable barometer of the broad market and is completely reconstituted annually to ensure new and growing equities are reflected. The index is unmanaged and investments can not be made directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

Market Overview

Over the twelve month reporting period ended July 31, 2007, domestic equity markets enjoyed a positive, if somewhat rocky, performance highlighted by a sudden decline in late February and another decline as the reporting period ended in July. The Russell 3000 Index, which represents the performance of the 3000 largest U.S. companies by market capitalization, finished the period up a solid 16.08%. Mid-cap stocks lead the way as demonstrated by the 18.93% return on the Russell Midcap® Index4 which exceeded the 15.48% and 12.12% results for the Russell Top 200® Index5 and the Russell 2000® Index,6 respectively. Growth stocks outperformed value stocks by a wide margin during the year with the Russell 3000® Growth Index7 returning 19.24% as compared to 12.97% for the Russell 3000 Value® Index.8

The best performing sectors during the reporting period in the Russell 3000® were Materials (up 35.67%), Telecommunication Services (up 30.35%) and Information Technology (up 29.43%). Underperforming sectors included Financials (up just 2.11%, negatively influenced by a disruption in credit markets late in the reporting period), Health Care (up 8.23%) and Consumer Staples (up 11.12%).

4 The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 31% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments can not be made directly in an index.

5 Russell Top 200® Index measures the performance of the 200 largest companies in the Russell 1000 Index, which represents approximately 69% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments can not be made directly in an index.

6 The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index. The index is unmanaged and investments can not be made directly in an index.

7 The Russell 3000® Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000 Growth or the Russell 2000 Growth indexes. The index is unmanaged and investments can not be made directly in an index.

8 The Russell 3000® Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000 Value or the Russell 2000 Value indexes. The index is unmanaged and investments can not be made directly in an index.

Fund Performance

The most significant positive factor in the fund’s performance relative to the Russell 3000® Index was its overweight and stock selection in the Energy sector. Additionally, the fund’s stock selection in the Materials and Industrials sectors overcame the fund’s modest underweights in these well-performing sectors to provide modest contributions to relative performance. The most significant negative factor in the fund’s performance relative to the Russell 3000® was its overweight in the Financials sector. Stock selection in the sector contributed to relative performance but was outpaced by the overweight in this sector which significantly underperformed the benchmark.

Individual stocks contributing to the fund’s performance relative to the Russell 3000® included: Apple Computer Inc., Schlumberger Limited Ltd., Marathon Oil Corp., Chevron Corp., and Morgan Stanley.

Individual stocks detracting from the performance relative to the Russell 3000® included: Exxon Mobil Corp., Merrill Lynch & Co., Inc., Genentech Inc., Cisco Systems Inc., and Ambac Financial Group.

GROWTH OF A $10,000 INVESTMENT -- CLASS A SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT All Cap Core Fund (Class A Shares) (the “Fund”) from October 1, 2002 (start of performance) to July 31, 2007, compared to the Russell 3000 Index (Russell 3000)2 and the Lipper Multi-Cap Core Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

8.37%


Start of Performance (10/1/2002)4

14.29%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum sales charge of 5.50%.

1 Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charge of 5.50% ($10,000 investment minus $550 sales charge = $9,450). The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 3000 and the Lipper Multi-Cap Core Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 3000 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as far as falling into the respected categories indicated. Lipper figures do not reflect sales charges.

4 The start of performance date was October 1, 2002. Class A Shares of the Fund were offered beginning February 12, 2003. Performance results shown before that date are for the Funds Institutional Shares and have been adjusted for the maximum sales charge and total annual operating expenses applicable to the Funds Class A Shares. The Funds Institutional Shares commenced operations on October 1, 2002. The Funds Class A Shares annual returns would have been substantially similar to those of the Funds Institutional Shares because Shares of each class are invested in the same portfolio of securities.

GROWTH OF A $10,000 INVESTMENT -- CLASS C SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT All Cap Core Fund (Class C Shares) (the “Fund”) from October 1, 2002 (start of performance) to July 31, 2007, compared to the Russell 3000 Index (Russell 3000)2 and the Lipper Multi-Cap Core Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

12.81%


Start of Performance (10/1/2002)4

14.78%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum contingent deferred sales charge (CDSC) of 1.00%, as applicable.

1 Represents a hypothetical investment of $10,000 in the Fund. The maximum CDSC is 1.00% on any redemption less than one year from the purchase date. The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 3000 and the Lipper Multi-Cap Core Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 3000 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as far as falling into the respected categories indicated. Lipper figures do not reflect sales charges.

4 The start of performance date was October 1, 2002. Class C Shares of the Fund were offered beginning September 15, 2005. Performance results shown before that date are for the Funds Institutional Shares and have been adjusted for the maximum CDSC and total annual operating expenses applicable to the Funds Class C Shares. The Funds Institutional Shares commenced operations on October 1, 2002. The Funds Class C Shares annual returns would have been substantially similar to those of the Funds Institutional Shares because Shares of each class are invested in the same portfolio of securities.

GROWTH OF A $10,000 INVESTMENT -- CLASS K SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT All Cap Core Fund (Class K Shares) (the “Fund”) from October 1, 2002 (start of performance) to July 31, 2007, compared to the Russell 3000 Index (Russell 3000)2 and the Lipper Multi-Cap Core Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

14.50%


Start of Performance (10/1/2002)4

15.14%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 3000 and the Lipper Multi-Cap Core Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 3000 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as far as falling into the respected categories indicated. Lipper figures do not reflect sales charges.

4 The start of performance date was October 1, 2002. Class K Shares of the Fund were offered beginning December 12, 2006. Performance results shown before that date are for the Funds Institutional Shares and have been adjusted for the total annual operating expenses applicable to the Funds Class K Shares. The Funds Institutional Shares commenced operations on October 1, 2002. The Funds Class K Shares annual returns would have been substantially similar to those of the Funds Institutional Shares because Shares of each class are invested in the same portfolio of securities.

Portfolio of Investments Summary Table

At July 31, 2007, the Fund’s industry composition1 was as follows:

Industry

   

Percentage of
Total Net Assets


Money Center Bank

7.6%


Regional Bank

5.6%


Multi-Line Insurance

5.4%


Oil Well Supply

5.4%


Internet Services

5.3%


Securities Brokerage

5.3%


Computers -- Low End

4.7%


Integrated Domestic Oil

4.7%


Life Insurance

4.5%


Integrated International Oil

4.2%


Property Liability Insurance

4.2%


Building Supply Stores

4.0%


Agricultural Chemicals

3.8%


Financial Services

3.5%


Metal Fabrication

2.6%


Oil Refiner

2.3%


Home Building

1.8%


Railroad

1.7%


Biotechnology

1.6%


Electric Utility

1.6%


Crude Oil & Gas Production

1.4%


Diversified Oil

1.3%


Ethical Drugs

1.2%


Offshore Driller

1.2%


Miscellaneous Food Products

1.1%


Oil Service, Explore & Drill

1.0%


Undesignated Consumer Cyclicals

1.0%


Other2

10.4%


Cash Equivalents3

1.5%


Other Assets and Liabilities--Net4

0.1%


   TOTAL

   

100.0%


1 Except for Cash Equivalents and Other Assets and Liabilities, industry classifications are based upon, and individual securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS.

2 For purposes of this table, industry classifications which constitute less than 1.0% of the Funds total net assets have been aggregated under the designation Other.

3 Cash Equivalents include any investments in money market mutual funds and/or any overnight repurchase agreements.

4 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

Portfolio of Investments

July 31, 2007

Shares

   

   

Value


COMMON STOCKS--98.4%

Agricultural Chemicals--3.8%

228,500

Monsanto Co.

$

14,726,825


Apparel--0.2%

15,000

Guess ?, Inc.

712,350


Auto Original Equipment Manufacturers--0.2%

11,200

American Axle & Manufacturing Holdings, Inc.

271,040

1,900

Johnson Controls, Inc.

214,985

4,350

Sun Hydraulics Corp.

129,282

6,400

Superior Industries International, Inc.

118,400


TOTAL

733,707


Biotechnology--1.6%

81,500

1

Genentech, Inc.

6,061,970

6,800

1

Martek Biosciences Corp.

174,216


TOTAL

6,236,186


Bituminous Coal--0.0%

6,100

Massey Energy Co.

130,235


Book Publishing--0.0%

6,000

1

Scholastic Corp.

193,080


Building Supply Stores--4.0%

333,200

Home Depot, Inc.

12,385,044

119,400

Lowe’s Cos., Inc.

3,344,394


TOTAL

15,729,438


Cement--0.1%

3,900

Martin Marietta Materials

534,300


Clothing Stores--0.4%

30,800

1

Aeropostale, Inc.

1,172,864

800

1

Gymboree Corp.

34,440

8,300

1

Hanesbrands, Inc.

257,383


TOTAL

1,464,687


Computer Networking--0.2%

23,700

1

Juniper Networks, Inc.

710,052


Computer Peripherals--0.0%

6,000

1

Hutchinson Technology, Inc.

120,360


Computer Stores--0.1%

25,800

1

Ingram Micro, Inc., Class A

517,290


COMMON STOCKS--continued

Computers - Low End--4.7%

139,100

1

Apple, Inc.

$

18,327,816


Construction Machinery--0.1%

3,600

Manitowoc, Inc.

279,612


Cosmetics & Toiletries--0.0%

5,100

1

Bare Escentuals, Inc.

143,871


Crude Oil & Gas Production--1.4%

37,800

Apache Corp.

3,055,752

13,400

1

Bill Barrett Corp.

459,888

14,200

Cimarex Energy Co.

537,470

18,500

Devon Energy Corp.

1,380,285

2,500

Pogo Producing Co.

133,150


TOTAL

5,566,545


Defense Aerospace--0.1%

9,100

Goodrich (B.F.) Co.

572,481


Defense Electronics--0.2%

9,600

1

FLIR Systems, Inc.

419,040

2,500

1

First Solar, Inc.

281,425


TOTAL

700,465


Discount Department Stores--0.1%

26,700

Foot Locker, Inc.

495,552


Diversified Leisure--0.2%

15,800

Carnival Corp.

700,098


Diversified Oil--1.3%

86,700

Occidental Petroleum Corp.

4,917,624


Drug Stores--0.1%

9,900

Longs Drug Stores Corp.

478,764


Electric Utility--1.6%

36,100

Ameren Corp.

1,732,078

19,900

DTE Energy Co.

922,962

42,100

Edison International

2,226,669

13,900

Pepco Holdings, Inc.

376,273

7,100

Portland General Electric Co.

191,061

11,800

SCANA Corp.

441,084

5,100

Sempra Energy

268,872

4,600

Xcel Energy, Inc.

93,380


TOTAL

6,252,379


Electrical Equipment--0.1%

7,900

1

Houston Wire & Cable Co.

203,583


COMMON STOCKS--continued

Electronic Instruments--0.1%

3,000

Analogic Corp.

$

199,170

1,400

1

Dionex Corp.

95,214


TOTAL

294,384


Ethical Drugs--1.2%

12,200

1

King Pharmaceuticals, Inc.

207,522

128,100

Pfizer, Inc.

3,011,631

51,400

Schering Plough Corp.

1,466,956

2,300

1

Sciele Pharma, Inc.

53,337


TOTAL

4,739,446


Financial Services--3.5%

71,200

Ambac Financial Group, Inc.

4,781,080

31,500

Ameriprise Financial, Inc.

1,898,505

84,300

CIT Group, Inc.

3,471,474

100

1

CompuCredit Corp.

2,625

10,900

Janus Capital Group, Inc.

327,654

44,500

MBIA Insurance Corp.

2,496,450

5,400

1

Mastercard, Inc.

868,320


TOTAL

13,846,108


Gas Distributor--0.2%

8,600

AGL Resources, Inc.

324,220

9,900

MDU Resources Group, Inc.

269,874

5,900

NICOR, Inc.

232,519


TOTAL

826,613


Home Building--1.8%

51,500

Centex Corp.

1,921,465

19,000

1

Hovnanian Enterprises, Inc., Class A

251,560

30,300

KB HOME

963,843

42,700

Lennar Corp., Class A

1,309,182

15,300

M.D.C. Holdings, Inc.

703,800

600

1

NVR, Inc.

347,088

77,000

Pulte Homes, Inc.

1,489,180


TOTAL

6,986,118


Insurance Brokerage--0.1%

400

1

Markel Corp.

186,200

11,400

Odyssey Re Holdings Corp.

401,280


TOTAL

587,480


COMMON STOCKS--continued

Integrated Domestic Oil--4.7%

215,800

ConocoPhillips

$

17,445,272

16,000

Marathon Oil Corp.

883,200


TOTAL

18,328,472


Integrated International Oil--4.2%

191,900

Chevron Corp.

16,361,394


Internet Services--5.3%

82,300

1

Amazon.com, Inc.

6,463,842

419,800

1

eBay, Inc.

13,601,520

9,500

1

Priceline.com, Inc.

606,100


TOTAL

20,671,462


Leasing--0.0%

3,200

GATX Corp.

145,152


Life Insurance--4.5%

2,500

Delphi Financial Group, Inc., Class A

100,425

145,400

MetLife, Inc.

8,755,988

10,000

Nationwide Financial Services, Inc., Class A

569,100

100

Principal Financial Group

5,639

6,500

Protective Life Corp.

279,630

80,100

Prudential Financial, Inc.

7,099,263

11,000

Torchmark Corp.

676,940


TOTAL

17,486,985


Lumber Products--0.1%

25,100

Louisiana-Pacific Corp.

464,852


Mail Order--0.1%

16,100

1

Coldwater Creek, Inc.

317,009


Major Steel Producer--0.1%

6,700

Ryerson, Inc.

215,003


Maritime--0.4%

2,900

1

Kirby Corp.

117,479

17,100

Overseas Shipholding Group, Inc.

1,326,789


TOTAL

1,444,268


Medical Supplies--0.1%

4,200

1

Kyphon, Inc.

275,604


Medical Technology--0.7%

11,900

1

Intuitive Surgical, Inc.

2,530,059

6,200

Stryker Corp.

387,066


TOTAL

2,917,125


COMMON STOCKS--continued

Metal Fabrication--2.6%

2,900

Olympic Steel, Inc.

$

76,183

63,200

Precision Castparts Corp.

8,662,192

17,300

Timken Co.

577,820

35,200

Worthington Industries, Inc.

728,640


TOTAL

10,044,835


Mini-Mill Producer--0.3%

29,000

Commercial Metals Corp.

894,360

5,000

Schnitzer Steel Industries, Inc., Class A

270,950


TOTAL

1,165,310


Miscellaneous Food Products--1.1%

125,000

Archer-Daniels-Midland Co.

4,200,000


Miscellaneous Metals--0.3%

2,500

Kennametal, Inc.

191,650

15,100

Metal Management, Inc.

634,351

28,000

1

USEC, Inc.

470,120


TOTAL

1,296,121


Miscellaneous Components--0.2%

4,800

Amphenol Corp., Class A

164,448

29,600

1

Vishay Intertechnology, Inc.

459,096


TOTAL

623,544


Money Center Bank--7.6%

174,400

Bank of America Corp.

8,270,048

44,900

Citigroup, Inc.

2,090,993

442,300

J.P. Morgan Chase & Co.

19,465,623


TOTAL

29,826,664


Mortgage and Title--0.2%

4,700

Countrywide Financial Corp.

132,399

6,200

LandAmerica Financial Group, Inc.

474,858


TOTAL

607,257


Multi-Industry Capital Goods--0.3%

500

Acuity Brands, Inc.

29,550

6,400

1

Ceradyne, Inc.

477,632

8,100

1

Shaw Group, Inc.

431,082

1,600

Textron Inc.

180,624


TOTAL

1,118,888


Multi-Industry Transportation--0.1%

11,400

1

Hub Group, Inc.

387,828


COMMON STOCKS--continued

Multi-Line Insurance--5.4%

29,150

Allstate Corp.

$

1,549,323

272,900

American International Group, Inc.

17,514,722

23,900

Assurant, Inc.

1,212,208

7,100

Hanover Insurance Group, Inc.

311,619

4,800

Hartford Financial Services Group, Inc.

440,976


TOTAL

21,028,848


Mutual Fund Adviser--0.2%

6,200

Franklin Resources, Inc.

789,694


Newspaper Publishing--0.0%

3,700

Gannett Co., Inc.

184,630


Offshore Driller--1.2%

9,400

1

Hornbeck Offshore Services, Inc.

404,670

15,100

1

Oceaneering International, Inc.

848,016

48,500

Tidewater, Inc.

3,318,370


TOTAL

4,571,056


Oil Refiner--2.3%

133,600

Valero Energy Corp.

8,952,536


Oil Service, Explore & Drill--1.0%

66,300

1

Grant Prideco, Inc.

3,719,430

3,000

1

McDermott International, Inc.

248,820


TOTAL

3,968,250


Oil Well Supply--5.4%

18,800

1

FMC Technologies, Inc.

1,720,576

204,400

Schlumberger Ltd.

19,360,768


TOTAL

21,081,344


Other Communications Equipment--0.1%

4,600

Harris Corp.

252,448


Personal Loans--0.0%

2,300

ASTA Funding, Inc.

82,984

3,750

Advanta Corp., Class B

96,225


TOTAL

179,209


Poultry Products--0.3%

24,300

Pilgrim’s Pride Corp.

818,424

12,800

Sanderson Farms, Inc.

510,336


TOTAL

1,328,760


COMMON STOCKS--continued

Property Liability Insurance--4.2%

19,600

American Financial Group, Inc.

$

550,564

86,100

Chubb Corp.

4,340,301

9,700

Commerce Group, Inc.

278,681

17,500

HCC Insurance Holdings, Inc.

512,400

46,200

Loews Corp.

2,189,880

4,400

Mercury General Corp.

227,832

2,800

1

Philadelphia Consolidated Holding Corp.

101,192

11,200

Reinsurance Group of America

597,072

15,000

SAFECO Corp.

877,050

134,700

The Travelers Cos., Inc.

6,840,066

1,000

Transatlantic Holdings, Inc.

73,150


TOTAL

16,588,188


Railroad--1.7%

119,700

Norfolk Southern Corp.

6,437,466


Recreational Goods--0.0%

10,400

1

Smith & Wesson Holding Corp.

195,520


Regional Bank--5.6%

8,600

Associated Banc Corp.

247,164

27,700

BB&T Corp.

1,036,534

6,000

Central Pacific Financial Corp.

169,260

1,900

City National Corp.

134,501

62,400

Comerica, Inc.

3,285,984

48,300

Fifth Third Bancorp

1,781,787

8,400

FirstMerit Corp.

153,972

3,200

Huntington Bancshares, Inc.

61,440

162,513

KeyCorp

5,637,576

4,700

M & T Bank Corp.

499,563

4,700

Marshall & Ilsley Corp.

193,687

89,000

National City Corp.

2,615,710

52,300

SunTrust Banks, Inc.

4,095,090

23,500

UnionBanCal Corp.

1,298,610

3,800

United Bankshares, Inc.

105,830

10,000

Zions Bancorp

745,500


TOTAL

22,062,208


Restaurant--0.1%

12,400

1

Buffalo Wild Wings, Inc.

535,928


COMMON STOCKS--continued

Savings & Loan--0.3%

15,300

Newalliance Bancshares, Inc.

$

206,703

30,900

Washington Mutual Bank

1,159,677


TOTAL

1,366,380


Securities Brokerage--5.3%

5,600

Goldman Sachs Group, Inc.

1,054,704

74,300

Lehman Brothers Holdings, Inc.

4,606,600

106,500

Merrill Lynch & Co., Inc.

7,902,300

115,100

Morgan Stanley

7,351,437


TOTAL

20,915,041


Semiconductor Distribution--0.4%

40,000

1

Avnet, Inc.

1,515,200


Semiconductor Manufacturing--0.7%

31,400

Intersil Holding Corp.

918,450

42,900

Linear Technology Corp.

1,529,385

22,700

1

Spansion, Inc.

240,847


TOTAL

2,688,682


Semiconductor Manufacturing Equipment--0.1%

15,700

1

Teradyne, Inc.

246,333


Services to Medical Professionals--0.7%

44,600

1

Express Scripts, Inc., Class A

2,235,798

7,600

1

Humana, Inc.

487,084

3,700

1

Nighthawk Radiology Holdings, Inc.

76,331


TOTAL

2,799,213


Shoes--0.1%

8,600

1

Crocs, Inc.

510,152


Software Packaged/Custom--0.6%

6,200

1

Blue Coat Systems, Inc.

302,126

30,800

1

Computer Sciences Corp.

1,714,944

3,300

National Instruments Corp.

106,755

5,900

1

SPSS, Inc.

242,136

1,200

1

ValueClick, Inc.

25,656


TOTAL

2,391,617


Specialty Chemicals--0.4%

8,100

Minerals Technologies, Inc.

523,827

18,500

1

OM Group, Inc.

896,140

1

Tronox Inc., Class B

12


TOTAL

1,419,979


COMMON STOCKS--continued

Specialty Machinery--0.0%

400

1

Stratasys, Inc.

$

17,604


Specialty Retailing--0.2%

6,900

1

Big Lots, Inc.

178,434

22,000

Borders Group, Inc.

359,920

4,200

Pep Boys-Manny Moe & Jack

71,106


TOTAL

609,460


Telecommunication Equipment & Services--0.3%

2,200

1

Anixter International, Inc.

181,830

6,100

1

C-COR Electronics, Inc.

82,045

42,100

1

Corning, Inc.

1,003,664


TOTAL

1,267,539


Telephone Utility--0.1%

9,400

Embarq Corp.

580,826


Trucking--0.1%

4,300

Con-way, Inc.

212,377


Undesignated Consumer Cyclicals--1.0%

23,900

DeVRY, Inc.

774,360

23,700

1

ITT Educational Services, Inc.

2,504,142

300

Strayer Education, Inc.

45,459

23,700

1

TeleTech Holdings, Inc.

695,121


TOTAL

4,019,082


Undesignated Consumer Staples--0.3%

23,200

1

Nutri/System, Inc.

1,292,704


TOTAL COMMON STOCKS
(IDENTIFIED COST $378,514,448)

385,633,496


MUTUAL FUND--1.5%

5,916,667

2,3

Prime Value Obligations Fund, Institutional Shares, 5.25%
(AT NET ASSET VALUE)

5,916,667


TOTAL INVESTMENTS--99.9% (IDENTIFIED COST $384,431,115)4

391,550,163

 

OTHER ASSETS AND LIABILITIES - NET--0.1%

557,319


TOTAL NET ASSETS--100%

$

392,107,482


1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 The cost of investments for federal tax purposes amounts to $384,862,265.

Note: The categories of investments are shown as a percentage of total net assets at July 31, 2007.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

July 31, 2007


Assets:

   

   

Total investments in securities, at value including $5,916,667 of investments in an affiliated issuer (Note 5) (identified cost $384,431,115)

$

391,550,163

Income receivable

163,309

Receivable for investments sold

6,632,549

Receivable for shares sold

3,416,462


TOTAL ASSETS

401,762,483


Liabilities:

Payable for investments purchased

$

8,722,387

Payable for shares redeemed

534,127

Payable for administrative personnel and services fee (Note 5)

6,560

Payable for distribution services fee (Note 5)

66,673

Payable for shareholder services fee (Note 5)

186,542

Accrued expenses

138,712


TOTAL LIABILITIES

9,655,001


Net assets for 23,470,219 shares outstanding

$

392,107,482


Net Assets Consist of:

Paid-in capital

$

356,416,650

Net unrealized appreciation of investments

7,119,048

Accumulated net realized gain on investments

28,571,784


TOTAL NET ASSETS

$

392,107,482


Net Asset Value, Offering Price and Redemption Proceeds Per Share

Institutional Shares:

Net asset value per share ($85,127,958 ÷ 5,041,847 shares outstanding),
no par value, unlimited shares authorized

$16.88


Offering price per share

$16.88


Redemption proceeds per share

$16.88


Class A Shares:

Net asset value per share ($201,887,612 ÷ 12,061,827 shares outstanding),
no par value, unlimited shares authorized

$16.74


Offering price per share (100/94.50 of $16.74)1

$17.71


Redemption proceeds per share

$16.74


Statement of Assets and Liabilities--continued

Class C Shares:

Net asset value per share ($104,956,688 ÷ 6,358,526 shares outstanding),
no par value, unlimited shares authorized

$16.51


Offering price per share

$16.51


Redemption proceeds per share (99.00/100 of $16.51)1

$16.34


Class K Shares:

Net asset value per share ($135,224 ÷ 8,019 shares outstanding),
no par value, unlimited shares authorized

$16.86


Offering price per share

$16.86


Redemption proceeds per share

$16.86


1 See What Do Shares Cost? in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended July 31, 2007

Investment Income:

   

   

   

Dividends (including $49,497 received from an affiliated issuer (Note 5))

$

4,482,519

Interest

136,329


TOTAL INCOME

4,618,848


Expenses:

Investment adviser fee (Note 5)

$

2,335,497

Administrative personnel and services fee (Note 5)

271,823

Custodian fees

44,927

Transfer and dividend disbursing agent fees and expenses

276,248

Transfer and dividend disbursing agent recordkeeping fees-- Institutional Shares

2,977

Transfer and dividend disbursing agent recordkeeping fees--Class A Shares

63,274

Transfer and dividend disbursing agent recordkeeping fees--Class C Shares

50,407

Transfer and dividend disbursing agent recordkeeping fees--Class K Shares

53

Directors’/Trustees’ fees

4,274

Auditing fees

16,532

Legal fees

2,354

Portfolio accounting fees

163,837

Distribution services fee--Class A Shares (Note 5)

117,862

Distribution services fee--Class C Shares (Note 5)

673,589

Distribution services fee--Class K Shares (Note 5)

106

Shareholder services fee--Class A Shares (Note 5)

301,157

Shareholder services fee--Class C Shares (Note 5)

151,885

Share registration costs

111,152

Printing and postage

94,813

Insurance premiums

9,748

Miscellaneous

6,317


TOTAL EXPENSES

4,698,832


Reimbursement, Waivers and Expenses Recovered:

Reimbursement of investment adviser fee (Note 5)

$

(759

)

Waiver of administrative personnel and services fee (Note 5)

(23,220

)

Waiver of transfer and dividend disbursing agent fees and expenses

(13,607

)

Expenses recovered by the Adviser (Note 5)

23,533


NET REIMBURSEMENT, WAIVERS AND EXPENSES RECOVERED

(14,053

)


Net expenses

4,684,779


Net investment income (loss)

(65,931

)


Realized and Unrealized Gain on Investments:

Net realized gain on investments

29,303,764

Net change in unrealized appreciation of investments

5,456,660


Net realized and unrealized gain on investments

34,760,424


Change in net assets resulting from operations

$

34,694,493


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

Year Ended July 31

   

2007

   

2006

   


Increase (Decrease) in Net Assets

Operations:

Net investment income (loss)

$

(65,931

)

$

13,180

Net realized gain on investments

29,303,764

9,146,627

Net change in unrealized appreciation/depreciation of investments

5,456,660

(7,090,736

)


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

34,694,493

2,069,071


Distributions to Shareholders:

Distributions from net investment income

Institutional Shares

--

(42,291

)

Class A Shares

--

(10,715

)

Class C Shares

--

--

Class K Shares

--

--

Distributions from net realized gain on investments

Institutional Shares

(1,675,959

)

(2,304,161

)

Class A Shares

(5,228,169

)

(2,312,213

)

Class C Shares

(2,497,031

)

(117,957

)

Class K Shares

(3

)

--


CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS

(9,401,162

)

(4,787,337

)


Share Transactions:

Proceeds from sale of shares

235,142,870

135,990,595

Net asset value of shares issued to shareholders in payment of distributions declared

8,258,175

4,703,047

Cost of shares redeemed

(69,157,702

)

(19,541,548

)

Redemption fees1

3,869

14,883


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

174,247,212

121,166,977


Change in net assets

199,540,543

118,448,711


Net Assets:

Beginning of period

192,566,939

74,118,228


End of period

$

392,107,482

$

192,566,939


1 Redemption fees in 2006 have been reclassified to permit comparison.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

July 31, 2007

1. ORGANIZATION

Federated MDT Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of eight portfolios. The financial statements included herein are only those of Federated MDT All Cap Core Fund (the “Fund”), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held. Each portfolio pays its own expenses. The Fund offers four classes of shares: Institutional Shares, Class A Shares, Class C Shares and Class K Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. The financial highlights of the Institutional Shares are presented separately. The primary investment objective of the Fund is long-term capital appreciation.

MDT All Cap Core Fund (the “Predecessor Fund”) was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. The Fund is the successor to the Predecessor Fund, which commenced offering Class C Shares on September 15, 2005. The Fund commenced offering Class K Shares on December 12, 2006.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund’s portfolio securities are determined as follows:

  • for equity securities, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available;
  • in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;
  • for investments in other open-end regulated investment companies, based on net asset value (NAV);
  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the “Trustees”) may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • prices for total return swaps are based upon a valuation model determined by management incorporating underlying reference indexes, interest rates, yield curves and other market data or factors; prices for credit default swaps are furnished by an independent pricing service and are based upon a valuation model incorporating default probabilities, recovery rates and other market data or factors; prices for interest rate swaps are furnished by an independent pricing service and are based upon a valuation model incorporating interest rates, yield curves and other market data or factors;
  • for mortgage-backed securities, based on the aggregate investment value of the projected cash flows to be generated by the security, as furnished by an independent pricing service;
  • for other fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices (other than prices of mortgage-backed securities) are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities, except that prices for corporate fixed-income and asset-backed securities traded in the United States are generally intended to be indicative of the mean between such bid prices and asked prices. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities using the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates are generally determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation is done by others under the direction of Fund management. An event is considered material if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund’s custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund’s adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date. Distributions of net investment income, if any, are declared and paid annually. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each Class may bear distribution services fees, shareholder services fees and certain transfer and dividend disbursing agent fees unique to those classes. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed-income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:


   

Year Ended
7/31/2007

   

Year Ended
7/31/2006


Institutional Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

2,677,589

$

45,134,764

353,848

$

5,425,707

Shares issued to shareholders in payment of distributions declared

90,311

1,481,998

153,643

2,324,618

Shares redeemed

(537,678

)

(8,951,521

)

(553,530

)

(8,427,259

)

Redemption fees

--

508

--

--


NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

2,230,222

$

37,665,749

(46,039

)

$

(676,934

)



   

Year Ended
7/31/2007

   

Year Ended
7/31/2006


Class A Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

7,981,369

$

129,791,451

5,300,192

$

80,853,392

Shares issued to shareholders in payment of distributions declared

300,058

4,887,949

150,057

2,261,363

Shares redeemed

(2,963,223

)

(48,937,368

)

(694,341

)

(10,529,747

)

Redemption fees

--

2,298

--

10,020


NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

5,318,204

$

85,744,330

4,755,908

$

72,595,028


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class C Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

3,709,500

$

60,072,675

3,245,159

$

49,711,496

Shares issued to shareholders in payment of distributions declared

116,918

1,888,228

7,778

117,066

Shares redeemed

(681,786

)

(11,263,611

)

(39,043

)

(584,542

)

Redemption fees

--

1,063

--

4,863


NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

3,144,632

$

50,698,355

3,213,894

$

49,248,883


   

Period Ended
7/31/20072

   

Year Ended
7/31/2006


Class K Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

8,309

$

143,980

--

$

--

Shares redeemed

(290

)

(5,202

)

--

--


NET CHANGE RESULTING FROM CLASS K SHARE TRANSACTIONS

8,019

$

138,778

--

$

--


NET CHANGE RESULTING FROM SHARE TRANSACTIONS

10,701,077

$

174,247,212

7,923,763

$

121,166,977


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

2 Reflects operations for the period from December 12, 2006 (date of initial public investment) to July 31, 2007.

Redemption Fees

Prior to December 11, 2006, the Fund imposed a 2.00% redemption fee to shareholders of the Fund’s Institutional Shares, Class A Shares and Class C Shares who redeem shares held for 30 days or less. Shares acquired by reinvestment of dividends or distributions of the Fund, or purchased pursuant to the Systematic Investment Program or withdrawn pursuant to the Systematic Withdrawal Program, were not subject to the redemption fee. All redemption fees were recorded by the Fund as additions to paid-in-capital.

4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to differing treatments for ordinary losses netted to short-term capital gains.

For the year ended July 31, 2007, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)


Undistributed
Net Investment
Income

Accumulated
Net Realized
Gains


$65,931

$(65,931)


Net investment income (loss), net realized gains (losses), and net assets were not affected by this reclassification.

The tax character of distributions as reported on the Statement of Changes in Net Assets for the years ended July 31, 2007 and 2006, was as follows:

   

2007

   

2006


Ordinary income1

$4,625,312

$2,698,954


Long-term capital gains

$4,775,850

$2,088,383


1 For tax purposes short-term capital gain distributions are considered ordinary income distributions.

As of July 31, 2007, the components of distributable earnings on a tax basis were as follows:


Undistributed ordinary income

   

$

21,533,887


Undistributed long-term capital gain

$

7,469,047


Net unrealized appreciation

$

6,687,898


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to differing treatments for the deferral of losses on wash sales.

At July 31, 2007, the cost of investments for federal tax purposes was $384,862,265. The net unrealized appreciation of investments for federal tax purposes was $6,687,898. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $25,769,623 and net unrealized depreciation from investments for those securities having an excess of cost over value of $19,081,725.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated MDTA LLC is the Fund’s investment adviser (the “Adviser”). The advisory agreement between the Fund and Adviser provides for an adviser fee equal to 0.75% of the Fund’s average daily net assets. Under the investment advisory contract, which is subject to annual review by the Trustees, the Adviser will waive all or a portion of the advisory fee and/or reimburse certain operating expenses (excluding interest, taxes and brokerage commissions) in order to contractually limit the Fund’s aggregate annual operating expenses to no more than the following annual percentages for certain classes of the Fund based on average daily net assets:


Share Class

Percentage of Average Daily
Net Assets of Class


Institutional Shares

1.25%


Class A Shares

1.50%


Class C Shares

2.25%


The Adviser has agreed to keep these contractual limitations in place through December 8, 2008.

In addition, after fulfilling its contractual commitment, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee.

For a period of three years after the fiscal year in which the Adviser waived or reimbursed Fund expenses, the Adviser could seek reimbursement from the Fund to the extent that the Fund’s total annual operating expenses are less than the expense limitation. Due to the reorganization of the Fund, expenses can not be recovered by the Adviser after December 8, 2006.

For the year ended July 31, 2007, the Adviser recovered $23,533 of its fee.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement (the “Agreement”), provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:


Administrative Fee

Average Aggregate Daily Net Assets
of the Federated Funds


0.150%

on the first $5 billion


0.125%

on the next $5 billion


0.100%

on the next $10 billion


0.075%

on assets in excess of $20 billion


The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. During the period from July 15, 2006 through December 8, 2006, the administrator contractually agreed to waive a portion of its fee which it would otherwise be entitled to receive from the Fund under the Agreement. The level of fees payable by the Fund to FAS for the period will not exceed the level of fees which the Fund would have paid during the period to its previous service provider under its previous administrative services contract. In addition, FAS may voluntarily choose to waive any portion of its fee. For the year ended July 31, 2007, the net fee paid to FAS was 0.080% of average daily net assets of the Fund. FAS waived $23,220 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act which became effective on December 11, 2006. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund’s Class A Shares, Class C Shares and Class K Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses of up to the following percentages of average daily net assets annually, to compensate FSC:


Share Class

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

0.75%


Class K Shares

0.50%


Prior to December 11, 2006, the Fund incurred distribution expenses according to the following schedule annually, to compensate FSC:


Share Class

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

1.00%


When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended July 31, 2007, FSC retained $549,412 of fees paid by the Fund.

Sales Charges

For the year ended July 31, 2007, FSC, the principal distributor, retained $86,805 in sales charges from the sale of Class A Shares. FSC also retained $9,128 and $17,835 of contingent deferred sales charges relating to redemptions of Class A Shares and Class C Shares, respectively. See “What Do Shares Cost?” in the Prospectus.

Shareholder Services Fee

Effective December 11, 2006, the Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund’s Class A Shares and Class C Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. For the year ended July 31, 2007, FSSC did not receive any fees paid by the Fund.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses so that the total operating expenses (including the distribution (12b-1) fee) paid by the Fund’s Class A Shares (after the voluntary waivers and reimbursements) will not exceed 1.30% for the fiscal year ending July 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after September 30, 2008.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

Transactions with Affiliated Companies

Affiliated holdings are mutual funds which are managed by the Adviser or an affiliate of the Adviser. The Adviser has agreed to reimburse the Fund for certain investment adviser fees as a result of transactions in other affiliated mutual funds. For the year ended July 31, 2007, the Adviser reimbursed $759 in connection with the affiliated mutual fund listed below. Transactions with the affiliated company during the year ended July 31, 2007 are as follows:

Affiliate

   

Balance of
Shares Held
7/31/2006

   

Purchases/
Additions

   

Sales/
Reductions

   

Balance of
Shares Held
7/31/2007

   

Value

   

Dividend
Income


Prime Value Obligations Fund, Institutional Shares

--

22,219,032

16,302,365

5,916,667

$5,916,667

$49,497


6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the year ended July 31, 2007, were as follows:


Purchases

   

$

846,242,414


Sales

$

684,919,981


7. LINE OF CREDIT

The Fund participates in a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the Fund did not utilize the LOC.

8. INTERFUND LENDING

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (SEC), the Fund, along with other funds advised by subsidiaries of Federated Investors, Inc., may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from other participating affiliated funds. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the program was not utilized.

9. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, “Federated”), along with various investment companies sponsored by Federated (“Funds”) were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated’s first public announcement that it had received requests for information on shareholder trading activities in the Funds from the SEC, the Office of the New York State Attorney General (“NYAG”), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as late as a fund’s last NAV calculation in the first required financial statement reporting period. As a result, the Fund will adopt FIN 48 no later than January 31, 2008. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund’s financial statement disclosures.

11. FEDERAL TAX INFORMATION (UNAUDITED)

For the year ended July 31, 2007, the amount of long-term capital gains designated by the Fund was $4,775,850.

For the fiscal year ended July 31, 2007, 30.95% of total income (including short-term capital gain) distributions made by the Fund are qualifying dividends which may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Act of 2003. Complete information is reported in conjunction with the reporting of your distributions on Form 1099-DIV.

Of the ordinary income (including short-term capital gain) distributions made by the Fund during the year ended July 31, 2007, 31.67% qualify for the dividend received deduction available to corporate shareholders.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF FEDERATED MDT SERIES AND
SHAREHOLDERS OF FEDERATED MDT ALL CAP CORE FUND

We have audited the accompanying statement of assets and liabilities of Federated MDT All Cap Core Fund (the “Fund”) (one of the portfolios constituting Federated MDT Series), including the portfolio of investments, as of July 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein for the years ended July 31, 2007, 2006 and 2003. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for each of the two years in the period ended July 31, 2005 were audited by another independent registered public accounting firm whose report, dated September 19, 2005 expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated MDT All Cap Core Fund, a portfolio of Federated MDT Series, at July 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein for the years ended July 31, 2007, 2006 and 2003, in conformity with U.S. generally accepted accounting principles.

Ernst & Young LLP

Boston, Massachusetts
September 19, 2007

Board of Trustees and Trust Officers

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Trust comprised eight portfolios, and the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund’s Statement of Additional Information includes additional information about Trust Trustees and is available, without charge and upon request, by
calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex’s Executive Committee.

Previous Positions: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: August 2006

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for interested status: John F. Donahue is the father of J. Christopher Donahue; both are interested due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is interested because his son-in-law is employed by the Funds principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children’s Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).


Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant.

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Thomas M. O’Neill
Birth Date: June 14, 1951
95 Standish Street
P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting).

Other Directorships Held: Director, Midway Pacific (lumber); Board of Overseers, Children’s Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Previous Positions: Public Relations/Marketing Consultant/Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began serving: August 2006

   

Principal Occupations: Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College.

Other Directorships Held: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation.


OFFICERS


Name
Birth Date
Positions Held with Trust
Date Began Serving

   

Principal Occupation(s) for Past Five Years and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
SECRETARY
Began serving: August 2006

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.


Richard A. Novak
Birth Date: December 25, 1963
TREASURER
Began serving: August 2006

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Previous Positions: Controller of Federated Investors, Inc.; Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.


Brian P. Bouda
Birth Date: February 28, 1947
SENIOR VICE PRESIDENT AND
CHIEF COMPLIANCE OFFICER
Began serving: August 2006

Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.


Evaluation and Approval of Advisory Contract

FEDERATED MDT ALL CAP CORE FUND (THE FUND)

The Fund’s Board reviewed the Fund’s investment advisory contracts at meetings held in May 2007. The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

In this connection, the Federated funds had previously appointed a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated fund. The Senior Officer has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below. The Board considered that evaluation, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with and considered judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser’s fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser’s cost of providing the services; the extent to which the Adviser may realize “economies of scale” as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser’s services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for what might be viewed as like services, and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise and accompany the Senior Officer’s evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board’s formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board also received information on particular matters as the need arose. Thus, the Board’s consideration of the advisory contract included review of the Senior Officer’s evaluation, accompanying data and additional reports covering such matters as: the Adviser’s investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or “peer group” funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund’s investment objectives; the Fund’s expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund’s portfolio securities (if any); and the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates. The Board also considered the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund’s relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The Board’s evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund’s performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund’s investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund’s ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund’s investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser’s investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated’s fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, using data supplied by independent fund ranking organizations, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups are highly important in judging the reasonableness of proposed fees.

For the periods ending December 31, 2006, the Fund’s performance for the three year period was above the median of the relevant peer group, and the Fund’s performance fell below the median of the relevant peer group for the one year period. The Board discussed the Fund’s performance with the Adviser and recognized the efforts being undertaken by the Adviser. The Board will continue to monitor these efforts and the performance of the Fund.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated’s subsidiaries for providing other services to the Federated funds under separate contracts (e.g., for serving as the Federated funds’ administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades. In addition, the Board considered the fact that, in order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have disclosed to fund investors and/or indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs (and the unavoidable arbitrary aspects of that exercise) and the lack of consensus on how to allocate those costs may render such allocation reports unreliable. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board and the Senior Officer also reviewed a report compiled by Federated comparing profitability information for Federated to other publicly held fund management companies. In this regard, the Senior Officer noted the limited availability of such information, but nonetheless concluded that Federated’s profit margins did not appear to be excessive and the Board agreed.

The Senior Officer’s evaluation also discussed the notion of possible realization of “economies of scale” as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in areas such as personnel and processes for the portfolio management, compliance, and risk management functions; distribution efforts; and systems technology; that support all of the Federated funds, and that the benefits of these efforts (as well as any economies, should they exist) were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which (as discussed in independently prepared materials included in the Senior Officer’s evaluation) is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with “breakpoints” that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated’s fund advisory services at this time.

For the Fund’s most recently completed fiscal year, the Fund’s investment advisory fee after waivers and expense reimbursements, if any, was above the median of the relevant peer group. The Board reviewed the fees and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive. The Board will continue to monitor advisory fees and other expenses borne by the Fund.

The Senior Officer’s evaluation noted his belief that the information and observations contained in his evaluation supported his finding that the proposed management fees are reasonable, and that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. Under these circumstances, no changes were recommended to, and no objection was raised to the continuation of the Fund’s advisory contract. For 2006, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser’s industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board’s approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were necessarily relevant to the Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board’s decision to approve the contract reflects its determination that Federated’s performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from Federated’s website at FederatedInvestors.com. To access this information from the “Products” section of the website, click on the “Prospectuses and Regulatory Reports” link under “Related Information”, then select the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Prospectuses and Regulatory Reports” link. Form N-PX filings are also available at the SEC’s website at www.sec.gov.

Quarterly Portfolio Schedule

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the “Products” section of Federated’s website at FederatedInvestors.com by clicking on “Portfolio Holdings” under “Related Information,” then selecting the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page click, on the “Portfolio Holdings” link.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund’s prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

Federated Investors
World-Class Investment Manager

Federated MDT All Cap Core Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R106
Cusip 31421R205
Cusip 31421R718

37309 (9/07)

Federated is a registered mark of Federated Investors, Inc.
2007 ©Federated Investors, Inc.

 

Federated Investors
World-Class Investment Manager

Federated MDT All Cap Core Fund

A Portfolio of Federated MDT Series



ANNUAL SHAREHOLDER REPORT

July 31, 2007

Institutional Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLE
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND TRUST OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Not FDIC Insured * May Lose Value * No Bank Guarantee

Financial Highlights

(For a Share Outstanding Throughout Each Period)

Year Ended July 31

   

2007

1,2

   

2006

2

   

2005

2

   

2004

2

   

2003

2,3


Net Asset Value, Beginning of Period

$15.17

$15.32

$13.55

$11.76

$10.00

Income From Investment Operations:

Net investment income

0.07

4

0.05

4

0.03

4

0.04

0.03

Net realized and unrealized gain on investments

2.18

0.70

2.87

2.05

1.75


TOTAL FROM INVESTMENT OPERATIONS

2.25

0.75

2.90

2.09

1.78


Less Distributions:

Distributions from net investment income

--

(0.02

)

(0.05

)

(0.03

)

(0.01

)

Distributions from net realized gain on investments

(0.54

)

(0.88

)

(1.08

)

(0.27

)

(0.01

)


TOTAL DISTRIBUTIONS

(0.54

)

(0.90

)

(1.13

)

(0.30

)

(0.02

)


Net Asset Value, End of Period

$16.88

$15.17

$15.32

$13.55

$11.76


Total Return5

14.92

%

4.85

%

22.14

%

17.78

%

17.75

%


 

Ratios to Average Net Assets:


Net expenses

1.07

%

1.25

%

1.25

%

1.25

%

1.33

%6


Net investment income

0.40

%

0.28

%

0.23

%

0.30

%

0.37

%6


Expense waiver/reimbursement7

0.01

%

0.05

%

0.04

%

0.15

%

0.85

%6


Supplemental Data:


Net assets, end of period (000 omitted)

$85,128

$42,656

$43,782

$31,532

$23,455


Portfolio turnover

225

%

212

%

204

%

96

%

172

%8


1 MDT All Cap Core Fund (the Predecessor Fund) was reorganized into Federated MDT All Cap Core Fund (the Fund), as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 The years ended July 31, 2007 and July 31, 2006 and the period ended July 31, 2003 were audited by Ernst & Young LLP. The years ended July 31, 2005 and 2004 were audited by another independent registered public accounting firm.

3 Reflects operations for the period from October 1, 2002 (date of initial public investment) to July 31, 2003.

4 Per share numbers have been calculated using the average shares method.

5 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.

6 Computed on an annualized basis.

7 This expense decrease is reflected in both the net expense and the net investment income ratios shown above.

8 Portfolio turnover is calculated at the Fund level. Percentage indicated was calculated for the year ended July 31, 2003.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees; and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2007 to July 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

   

Beginning
Account Value
2/1/2007

   

Ending
Account Value
7/31/2007

   

Expenses Paid
During Period1


Actual

$1,000

$1,020.60

$5.06


Hypothetical (assuming a 5% return before expenses)

$1,000

$1,019.79

$5.06


1 Expenses are equal to the Funds annualized net expense ratio of 1.01%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Management’s Discussion of Fund Performance

The fund’s total return for the fiscal year ended July 31, 2007 was 14.92% for Institutional Shares.1 The total return of the Russell 3000® Index (Russell 3000®)2 was 16.08% for the same period. The fund’s total return for the fiscal year reflected actual cash flows, transaction costs and other expenses which were not reflected in the total return of the Russell 3000.® The total return of the Lipper Multi-Cap Core Funds Index3 was 18.31% for the same period.

1 The fund is the successor to the MDT All Cap Core Fund pursuant to a reorganization that took place on December 8, 2006. Prior to that date, the fund had no investment operations. Accordingly, the performance information provided is historical information of the MDT All Cap Core Fund.

2 The Russell 3000® Index offers investors access to the broad U.S. equity universe representing approximately 98% of the U.S. market. The Russell 3000 is constructed to provide a comprehensive, unbiased, and stable barometer of the broad market and is completely reconstituted annually to ensure new and growing equities are reflected. The index is unmanaged and investments can not be made directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

MARKET OVERVIEW

Over the twelve month reporting period ended July 31, 2007, domestic equity markets enjoyed a positive, if somewhat rocky, performance highlighted by a sudden decline in late February and another decline as the reporting period ended in July. The Russell 3000 Index, which represents the performance of the 3000 largest U.S. companies by market capitalization, finished the period up a solid 16.08%. Mid-cap stocks lead the way as demonstrated by the 18.93% return on the Russell Midcap® Index4 which exceeded the 15.48% and 12.12% results for the Russell Top 200® Index5 and the Russell 2000® Index,6 respectively. Growth stocks outperformed value stocks by a wide margin during the year with the Russell 3000® Growth Index7 returning 19.24% as compared to 12.97% for the Russell 3000 Value® Index.8

The best performing sectors during the reporting period in the Russell 3000® were Materials (up 35.67%), Telecommunication Services (up 30.35%) and Information Technology (up 29.43%). Underperforming sectors included Financials (up just 2.11%, negatively influenced by a disruption in credit markets late in the reporting period), Health Care (up 8.23%) and Consumer Staples (up 11.12%).

4 The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 31% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments can not be made directly in an index.

5 Russell Top 200® Index measures the performance of the 200 largest companies in the Russell 1000 Index, which represents approximately 69% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments can not be made directly in an index.

6 The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index. The index is unmanaged and investments can not be made directly in an index.

7 The Russell 3000® Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000 Growth or the Russell 2000 Growth indexes. The index is unmanaged and investments can not be made directly in an index.

8 The Russell 3000® Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000 Value or the Russell 2000 Value indexes. The index is unmanaged and investments can not be made directly in an index.

FUND PERFORMANCE

The most significant positive factor in the fund’s performance relative to the Russell 3000® Index was its overweight and stock selection in the Energy sector. Additionally, the fund’s stock selection in the Materials and Industrials sectors overcame the fund’s modest underweights in these well-performing sectors to provide modest contributions to relative performance. The most significant negative factor in the fund’s performance relative to the Russell 3000® was its overweight in the Financials sector. Stock selection in the sector contributed to relative performance but was outpaced by the overweight in this sector which significantly underperformed the benchmark.

Individual stocks contributing to the fund’s performance relative to the Russell 3000® included: Apple Computer Inc., Schlumberger Limited, Marathon Oil Corp., Chevron Corp., and Morgan Stanley.

Individual stocks detracting from the performance relative to the Russell 3000® included: Exxon Mobil Corp., Merrill Lynch & Co., Genentech Inc., Cisco Systems Inc., and Ambac Financial Group.

GROWTH OF A $25,000 INVESTMENT -- INSTITUTIONAL SHARES

The graph below illustrates the hypothetical investment of $25,0001 in the Federated MDT All Cap Core Fund (Institutional Shares) (the “Fund”) from October 1, 2002 (start of performance) to July 31, 2007, compared to the Russell 3000 Index (Russell 3000)2 and the Lipper Multi-Cap Core Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

14.92%


Start of Performance (10/1/2002)

15.91%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 3000 and the Lipper Multi-Cap Core Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 3000 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as far as falling into the respected categories indicated. Lipper figures do not reflect sales charges.

Portfolio of Investments Summary Table

At July 31, 2007, the Fund’s industry composition1 was as follows:

Industry

Percentage of
Total Net Assets


Money Center Bank

7.6%


Regional Bank

5.6%


Multi-Line Insurance

5.4%


Oil Well Supply

5.4%


Internet Services

5.3%


Securities Brokerage

5.3%


Computers -- Low End

4.7%


Integrated Domestic Oil

4.7%


Life Insurance

4.5%


Integrated International Oil

4.2%


Property Liability Insurance

4.2%


Building Supply Stores

4.0%


Agricultural Chemicals

3.8%


Financial Services

3.5%


Metal Fabrication

2.6%


Oil Refiner

2.3%


Home Building

1.8%


Railroad

1.7%


Biotechnology

1.6%


Electric Utility

1.6%


Crude Oil & Gas Production

1.4%


Diversified Oil

1.3%


Ethical Drugs

1.2%


Offshore Driller

1.2%


Miscellaneous Food Products

1.1%


Oil Service, Explore & Drill

1.0%


Undesignated Consumer Cyclicals

1.0%


Other2

10.4%


Cash Equivalents3

1.5%


Other Assets and Liabilities--Net4

0.1%


TOTAL

100.0%


1 Except for Cash Equivalents and Other Assets and Liabilities, industry classifications are based upon, and individual securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS.

2 For purposes of this table, industry classifications which constitute less than 1.0% of the Funds total net assets have been aggregated under the designation Other.

3 Cash Equivalents include any investments in money market mutual funds and/or any overnight repurchase agreements.

4 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

Portfolio of Investments

July 31, 2007

Shares

   

   

Value


COMMON STOCKS--98.4%

Agricultural Chemicals--3.8%

228,500

Monsanto Co.

$

14,726,825


Apparel--0.2%

15,000

Guess ?, Inc.

712,350


Auto Original Equipment Manufacturers--0.2%

11,200

American Axle & Manufacturing Holdings, Inc.

271,040

1,900

Johnson Controls, Inc.

214,985

4,350

Sun Hydraulics Corp.

129,282

6,400

Superior Industries International, Inc.

118,400


TOTAL

733,707


Biotechnology--1.6%

81,500

1

Genentech, Inc.

6,061,970

6,800

1

Martek Biosciences Corp.

174,216


TOTAL

6,236,186


Bituminous Coal--0.0%

6,100

Massey Energy Co.

130,235


Book Publishing--0.0%

6,000

1

Scholastic Corp.

193,080


Building Supply Stores--4.0%

333,200

Home Depot, Inc.

12,385,044

119,400

Lowe’s Cos., Inc.

3,344,394


TOTAL

15,729,438


Cement--0.1%

3,900

Martin Marietta Materials

534,300


Clothing Stores--0.4%

30,800

1

Aeropostale, Inc.

1,172,864

800

1

Gymboree Corp.

34,440

8,300

1

Hanesbrands, Inc.

257,383


TOTAL

1,464,687


Computer Networking--0.2%

23,700

1

Juniper Networks, Inc.

710,052


Computer Peripherals--0.0%

6,000

1

Hutchinson Technology, Inc.

120,360


Computer Stores--0.1%

25,800

1

Ingram Micro, Inc., Class A

517,290


COMMON STOCKS--continued

Computers - Low End--4.7%

139,100

1

Apple, Inc.

$

18,327,816


Construction Machinery--0.1%

3,600

Manitowoc, Inc.

279,612


Cosmetics & Toiletries--0.0%

5,100

1

Bare Escentuals, Inc.

143,871


Crude Oil & Gas Production--1.4%

37,800

Apache Corp.

3,055,752

13,400

1

Bill Barrett Corp.

459,888

14,200

Cimarex Energy Co.

537,470

18,500

Devon Energy Corp.

1,380,285

2,500

Pogo Producing Co.

133,150


TOTAL

5,566,545


Defense Aerospace--0.1%

9,100

Goodrich (B.F.) Co.

572,481


Defense Electronics--0.2%

9,600

1

FLIR Systems, Inc.

419,040

2,500

1

First Solar, Inc.

281,425


TOTAL

700,465


Discount Department Stores--0.1%

26,700

Foot Locker, Inc.

495,552


Diversified Leisure--0.2%

15,800

Carnival Corp.

700,098


Diversified Oil--1.3%

86,700

Occidental Petroleum Corp.

4,917,624


Drug Stores--0.1%

9,900

Longs Drug Stores Corp.

478,764


Electric Utility--1.6%

36,100

Ameren Corp.

1,732,078

19,900

DTE Energy Co.

922,962

42,100

Edison International

2,226,669

13,900

Pepco Holdings, Inc.

376,273

7,100

Portland General Electric Co.

191,061

11,800

SCANA Corp.

441,084

5,100

Sempra Energy

268,872

4,600

Xcel Energy, Inc.

93,380


TOTAL

6,252,379


Electrical Equipment--0.1%

7,900

1

Houston Wire & Cable Co.

203,583


COMMON STOCKS--continued

Electronic Instruments--0.1%

3,000

Analogic Corp.

$

199,170

1,400

1

Dionex Corp.

95,214


TOTAL

294,384


Ethical Drugs--1.2%

12,200

1

King Pharmaceuticals, Inc.

207,522

128,100

Pfizer, Inc.

3,011,631

51,400

Schering Plough Corp.

1,466,956

2,300

1

Sciele Pharma, Inc.

53,337


TOTAL

4,739,446


Financial Services--3.5%

71,200

Ambac Financial Group, Inc.

4,781,080

31,500

Ameriprise Financial, Inc.

1,898,505

84,300

CIT Group, Inc.

3,471,474

100

1

CompuCredit Corp.

2,625

10,900

Janus Capital Group, Inc.

327,654

44,500

MBIA Insurance Corp.

2,496,450

5,400

1

Mastercard, Inc.

868,320


TOTAL

13,846,108


Gas Distributor--0.2%

8,600

AGL Resources, Inc.

324,220

9,900

MDU Resources Group, Inc.

269,874

5,900

NICOR, Inc.

232,519


TOTAL

826,613


Home Building--1.8%

51,500

Centex Corp.

1,921,465

19,000

1

Hovnanian Enterprises, Inc., Class A

251,560

30,300

KB HOME

963,843

42,700

Lennar Corp., Class A

1,309,182

15,300

M.D.C. Holdings, Inc.

703,800

600

1

NVR, Inc.

347,088

77,000

Pulte Homes, Inc.

1,489,180


TOTAL

6,986,118


Insurance Brokerage--0.1%

400

1

Markel Corp.

186,200

11,400

Odyssey Re Holdings Corp.

401,280


TOTAL

587,480


COMMON STOCKS--continued

Integrated Domestic Oil--4.7%

215,800

ConocoPhillips

$

17,445,272

16,000

Marathon Oil Corp.

883,200


TOTAL

18,328,472


Integrated International Oil--4.2%

191,900

Chevron Corp.

16,361,394


Internet Services--5.3%

82,300

1

Amazon.com, Inc.

6,463,842

419,800

1

eBay, Inc.

13,601,520

9,500

1

Priceline.com, Inc.

606,100


TOTAL

20,671,462


Leasing--0.0%

3,200

GATX Corp.

145,152


Life Insurance--4.5%

2,500

Delphi Financial Group, Inc., Class A

100,425

145,400

MetLife, Inc.

8,755,988

10,000

Nationwide Financial Services, Inc., Class A

569,100

100

Principal Financial Group

5,639

6,500

Protective Life Corp.

279,630

80,100

Prudential Financial, Inc.

7,099,263

11,000

Torchmark Corp.

676,940


TOTAL

17,486,985


Lumber Products--0.1%

25,100

Louisiana-Pacific Corp.

464,852


Mail Order--0.1%

16,100

1

Coldwater Creek, Inc.

317,009


Major Steel Producer--0.1%

6,700

Ryerson, Inc.

215,003


Maritime--0.4%

2,900

1

Kirby Corp.

117,479

17,100

Overseas Shipholding Group, Inc.

1,326,789


TOTAL

1,444,268


Medical Supplies--0.1%

4,200

1

Kyphon, Inc.

275,604


Medical Technology--0.7%

11,900

1

Intuitive Surgical, Inc.

2,530,059

6,200

Stryker Corp.

387,066


TOTAL

2,917,125


COMMON STOCKS--continued

Metal Fabrication--2.6%

2,900

Olympic Steel, Inc.

$

76,183

63,200

Precision Castparts Corp.

8,662,192

17,300

Timken Co.

577,820

35,200

Worthington Industries, Inc.

728,640


TOTAL

10,044,835


Mini-Mill Producer--0.3%

29,000

Commercial Metals Corp.

894,360

5,000

Schnitzer Steel Industries, Inc., Class A

270,950


TOTAL

1,165,310


Miscellaneous Food Products--1.1%

125,000

Archer-Daniels-Midland Co.

4,200,000


Miscellaneous Metals--0.3%

2,500

Kennametal, Inc.

191,650

15,100

Metal Management, Inc.

634,351

28,000

1

USEC, Inc.

470,120


TOTAL

1,296,121


Miscellaneous Components--0.2%

4,800

Amphenol Corp., Class A

164,448

29,600

1

Vishay Intertechnology, Inc.

459,096


TOTAL

623,544


Money Center Bank--7.6%

174,400

Bank of America Corp.

8,270,048

44,900

Citigroup, Inc.

2,090,993

442,300

JPMorgan Chase & Co.

19,465,623


TOTAL

29,826,664


Mortgage and Title--0.2%

4,700

Countrywide Financial Corp.

132,399

6,200

LandAmerica Financial Group, Inc.

474,858


TOTAL

607,257


Multi-Industry Capital Goods--0.3%

500

Acuity Brands, Inc.

29,550

6,400

1

Ceradyne, Inc.

477,632

8,100

1

Shaw Group, Inc.

431,082

1,600

Textron Inc.

180,624


TOTAL

1,118,888


Multi-Industry Transportation--0.1%

11,400

1

Hub Group, Inc.

387,828


COMMON STOCKS--continued

Multi-Line Insurance--5.4%

29,150

Allstate Corp.

$

1,549,323

272,900

American International Group, Inc.

17,514,722

23,900

Assurant, Inc.

1,212,208

7,100

Hanover Insurance Group, Inc.

311,619

4,800

Hartford Financial Services Group, Inc.

440,976


TOTAL

21,028,848


Mutual Fund Adviser--0.2%

6,200

Franklin Resources, Inc.

789,694


Newspaper Publishing--0.0%

3,700

Gannett Co., Inc.

184,630


Offshore Driller--1.2%

9,400

1

Hornbeck Offshore Services, Inc.

404,670

15,100

1

Oceaneering International, Inc.

848,016

48,500

Tidewater, Inc.

3,318,370


TOTAL

4,571,056


Oil Refiner--2.3%

133,600

Valero Energy Corp.

8,952,536


Oil Service, Explore & Drill--1.0%

66,300

1

Grant Prideco, Inc.

3,719,430

3,000

1

McDermott International, Inc.

248,820


TOTAL

3,968,250


Oil Well Supply--5.4%

18,800

1

FMC Technologies, Inc.

1,720,576

204,400

Schlumberger Ltd.

19,360,768


TOTAL

21,081,344


Other Communications Equipment--0.1%

4,600

Harris Corp.

252,448


Personal Loans--0.0%

2,300

ASTA Funding, Inc.

82,984

3,750

Advanta Corp., Class B

96,225


TOTAL

179,209


Poultry Products--0.3%

24,300

Pilgrim’s Pride Corp.

818,424

12,800

Sanderson Farms, Inc.

510,336


TOTAL

1,328,760


COMMON STOCKS--continued

Property Liability Insurance--4.2%

19,600

American Financial Group, Inc.

$

550,564

86,100

Chubb Corp.

4,340,301

9,700

Commerce Group, Inc.

278,681

17,500

HCC Insurance Holdings, Inc.

512,400

46,200

Loews Corp.

2,189,880

4,400

Mercury General Corp.

227,832

2,800

1

Philadelphia Consolidated Holding Corp.

101,192

11,200

Reinsurance Group of America

597,072

15,000

SAFECO Corp.

877,050

134,700

The Travelers Cos., Inc.

6,840,066

1,000

Transatlantic Holdings, Inc.

73,150


TOTAL

16,588,188


Railroad--1.7%

119,700

Norfolk Southern Corp.

6,437,466


Recreational Goods--0.0%

10,400

1

Smith & Wesson Holding Corp.

195,520


Regional Bank--5.6%

8,600

Associated Banc Corp.

247,164

27,700

BB&T Corp.

1,036,534

6,000

Central Pacific Financial Corp.

169,260

1,900

City National Corp.

134,501

62,400

Comerica, Inc.

3,285,984

48,300

Fifth Third Bancorp

1,781,787

8,400

FirstMerit Corp.

153,972

3,200

Huntington Bancshares, Inc.

61,440

162,513

KeyCorp

5,637,576

4,700

M & T Bank Corp.

499,563

4,700

Marshall & Ilsley Corp.

193,687

89,000

National City Corp.

2,615,710

52,300

SunTrust Banks, Inc.

4,095,090

23,500

UnionBanCal Corp.

1,298,610

3,800

United Bankshares, Inc.

105,830

10,000

Zions Bancorp

745,500


TOTAL

22,062,208


Restaurant--0.1%

12,400

1

Buffalo Wild Wings, Inc.

535,928


COMMON STOCKS--continued

Savings & Loan--0.3%

15,300

Newalliance Bancshares, Inc.

$

206,703

30,900

Washington Mutual Bank

1,159,677


TOTAL

1,366,380


Securities Brokerage--5.3%

5,600

Goldman Sachs Group, Inc.

1,054,704

74,300

Lehman Brothers Holdings, Inc.

4,606,600

106,500

Merrill Lynch & Co., Inc.

7,902,300

115,100

Morgan Stanley

7,351,437


TOTAL

20,915,041


Semiconductor Distribution--0.4%

40,000

1

Avnet, Inc.

1,515,200


Semiconductor Manufacturing--0.7%

31,400

Intersil Holding Corp.

918,450

42,900

Linear Technology Corp.

1,529,385

22,700

1

Spansion, Inc.

240,847


TOTAL

2,688,682


Semiconductor Manufacturing Equipment--0.1%

15,700

1

Teradyne, Inc.

246,333


Services to Medical Professionals--0.7%

44,600

1

Express Scripts, Inc., Class A

2,235,798

7,600

1

Humana, Inc.

487,084

3,700

1

Nighthawk Radiology Holdings, Inc.

76,331


TOTAL

2,799,213


Shoes--0.1%

8,600

1

Crocs, Inc.

510,152


Software Packaged/Custom--0.6%

6,200

1

Blue Coat Systems, Inc.

302,126

30,800

1

Computer Sciences Corp.

1,714,944

3,300

National Instruments Corp.

106,755

5,900

1

SPSS, Inc.

242,136

1,200

1

ValueClick, Inc.

25,656


TOTAL

2,391,617


Specialty Chemicals--0.4%

8,100

Minerals Technologies, Inc.

523,827

18,500

1

OM Group, Inc.

896,140

1

Tronox Inc., Class B

12


TOTAL

1,419,979


COMMON STOCKS--continued

Specialty Machinery--0.0%

400

1

Stratasys, Inc.

$

17,604


Specialty Retailing--0.2%

6,900

1

Big Lots, Inc.

178,434

22,000

Borders Group, Inc.

359,920

4,200

Pep Boys-Manny Moe & Jack

71,106


TOTAL

609,460


Telecommunication Equipment & Services--0.3%

2,200

1

Anixter International, Inc.

181,830

6,100

1

C-COR Electronics, Inc.

82,045

42,100

1

Corning, Inc.

1,003,664


TOTAL

1,267,539


Telephone Utility--0.1%

9,400

Embarq Corp.

580,826


Trucking--0.1%

4,300

Con-way, Inc.

212,377


Undesignated Consumer Cyclicals--1.0%

23,900

DeVRY, Inc.

774,360

23,700

1

ITT Educational Services, Inc.

2,504,142

300

Strayer Education, Inc.

45,459

23,700

1

TeleTech Holdings, Inc.

695,121


TOTAL

4,019,082


Undesignated Consumer Staples--0.3%

23,200

1

Nutri/System, Inc.

1,292,704


TOTAL COMMON STOCKS
(IDENTIFIED COST $378,514,448)

385,633,496


MUTUAL FUND--1.5%

5,916,667

2,3

Prime Value Obligations Fund, Institutional Shares, 5.25%
(AT NET ASSET VALUE)

5,916,667


TOTAL INVESTMENTS--99.9%
(IDENTIFIED COST $384,431,115)4

391,550,163


OTHER ASSETS AND LIABILITIES -- NET--0.1%

557,319


TOTAL NET ASSETS--100%

$

392,107,482


1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 The cost of investments for federal tax purposes amounts to $384,862,265.

Note: The categories of investments are shown as a percentage of total net assets at July 31, 2007.

Statement of Assets and Liabilities

July 31, 2007

Assets:

   

Total investments in securities, at value including $5,916,667 of investments in an affiliated issuer (Note 5) (identified cost $384,431,115)

$

391,550,163

Income receivable

163,309

Receivable for investments sold

6,632,549

Receivable for shares sold

3,416,462


TOTAL ASSETS

401,762,483


Liabilities:

Payable for investments purchased

$

8,722,387

Payable for shares redeemed

534,127

Payable for administrative personnel and services fee (Note 5)

6,560

Payable for distribution services fee (Note 5)

66,673

Payable for shareholder services fee (Note 5)

186,542

Accrued expenses

138,712


TOTAL LIABILITIES

9,655,001


Net assets for 23,470,219 shares outstanding

$

392,107,482


Net Assets Consist of:

Paid-in capital

$

356,416,650

Net unrealized appreciation of investments

7,119,048

Accumulated net realized gain on investments

28,571,784


TOTAL NET ASSETS

$

392,107,482


Net Asset Value, Offering Price and Redemption Proceeds Per Share

Institutional Shares:

Net asset value per share ($85,127,958 ÷ 5,041,847 shares outstanding),
no par value, unlimited shares authorized

$16.88


Offering price per share

$16.88


Redemption proceeds per share

$16.88


Class A Shares:

Net asset value per share ($201,887,612 ÷ 12,061,827 shares outstanding),
no par value, unlimited shares authorized

$16.74


Offering price per share (100/94.50 of $16.74)1

$17.71


Redemption proceeds per share

$16.74


Class C Shares:

Net asset value per share ($104,956,688 ÷ 6,358,526 shares outstanding),
no par value, unlimited shares authorized

$16.51


Offering price per share

$16.51


Redemption proceeds per share (99.00/100 of $16.51)1

$16.34


Class K Shares:

Net asset value per share ($135,224 ÷ 8,019 shares outstanding),
no par value, unlimited shares authorized

$16.86


Offering price per share

$16.86


Redemption proceeds per share

$16.86


1 See What Do Shares Cost? in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended July 31, 2007

Investment Income:

   

   

   

Dividends (including $49,497 received from an affiliated issuer (Note 5))

$

4,482,519

Interest

136,329


TOTAL INCOME

4,618,848


Expenses:

Investment adviser fee (Note 5)

$

2,335,497

Administrative personnel and services fee (Note 5)

271,823

Custodian fees

44,927

Transfer and dividend disbursing agent fees and expenses

276,248

Transfer and dividend disbursing agent recordkeeping fees--Institutional Shares

2,977

Transfer and dividend disbursing agent recordkeeping fees--Class A Shares

63,274

Transfer and dividend disbursing agent recordkeeping fees--Class C Shares

50,407

Transfer and dividend disbursing agent recordkeeping fees--Class K Shares

53

Directors’/Trustees’ fees

4,274

Auditing fees

16,532

Legal fees

2,354

Portfolio accounting fees

163,837

Distribution services fee--Class A Shares (Note 5)

117,862

Distribution services fee--Class C Shares (Note 5)

673,589

Distribution services fee--Class K Shares (Note 5)

106

Shareholder services fee--Class A Shares (Note 5)

301,157

Shareholder services fee--Class C Shares (Note 5)

151,885

Share registration costs

111,152

Printing and postage

94,813

Insurance premiums

9,748

Miscellaneous

6,317


TOTAL EXPENSES

4,698,832


Statement of Operations--continued

Reimbursement, Waivers and Expenses Recovered:

Reimbursement of investment adviser fee (Note 5)

$

(759

)

Waiver of administrative personnel and services fee (Note 5)

(23,220

)

Waiver of transfer and dividend disbursing agent fees and expenses

(13,607

)

Expenses recovered by the Adviser (Note 5)

23,533


NET REIMBURSEMENT, WAIVERS AND EXPENSES RECOVERED

(14,053

)


Net expenses

4,684,779


Net investment income (loss)

(65,931

)


Realized and Unrealized Gain on Investments:

Net realized gain on investments

29,303,764

Net change in unrealized appreciation of investments

5,456,660


Net realized and unrealized gain on investments

34,760,424


Change in net assets resulting from operations

$

34,694,493


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

Year Ended July 31

   

2007

   

2006


Increase (Decrease) in Net Assets

Operations:

Net investment income (loss)

$

(65,931

)

$

13,180

Net realized gain on investments

29,303,764

9,146,627

Net change in unrealized appreciation/depreciation of investments

5,456,660

(7,090,736

)


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

34,694,493

2,069,071


Distributions to Shareholders:

Distributions from net investment income

Institutional Shares

--

(42,291

)

Class A Shares

--

(10,715

)

Class C Shares

--

--

Class K Shares

--

--

Distributions from net realized gain on investments

Institutional Shares

(1,675,959

)

(2,304,161

)

Class A Shares

(5,228,169

)

(2,312,213

)

Class C Shares

(2,497,031

)

(117,957

)

Class K Shares

(3

)

--


CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS

(9,401,162

)

(4,787,337

)


Share Transactions:

Proceeds from sale of shares

235,142,870

135,990,595

Net asset value of shares issued to shareholders in payment of distributions declared

8,258,175

4,703,047

Cost of shares redeemed

(69,157,702

)

(19,541,548

)

Redemption fees1

3,869

14,883


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

174,247,212

121,166,977


Change in net assets

199,540,543

118,448,711


Net Assets:

Beginning of period

192,566,939

74,118,228


End of period

$

392,107,482

$

192,566,939


1 Redemption fees in 2006 have been reclassified to permit comparison.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

July 31, 2007

1. ORGANIZATION

Federated MDT Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of eight portfolios. The financial statements included herein are only those of Federated MDT All Cap Core Fund (the “Fund”), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held. Each portfolio pays its own expenses. The Fund offers four classes of shares: Institutional Shares, Class A Shares, Class C Shares and Class K Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. The financial highlights of the Class A Shares, Class C Shares, and Class K Shares are presented separately. The primary investment objective of the Fund is long-term capital appreciation.

MDT All Cap Core Fund (the “Predecessor Fund”) was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. The Fund is the successor to the Predecessor Fund, which commenced offering Class C Shares on September 15, 2005. The Fund commenced offering Class K Shares on December 12, 2006.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund’s portfolio securities are determined as follows:

  • for equity securities, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available;
  • in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;
  • for investments in other open-end regulated investment companies, based on net asset value (NAV);
  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the “Trustees”) may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • prices for total return swaps are based upon a valuation model determined by management incorporating underlying reference indexes, interest rates, yield curves and other market data or factors; prices for credit default swaps are furnished by an independent pricing service and are based upon a valuation model incorporating default probabilities, recovery rates and other market data or factors; prices for interest rate swaps are furnished by an independent pricing service and are based upon a valuation model incorporating interest rates, yield curves and other market data or factors;
  • for mortgage-backed securities, based on the aggregate investment value of the projected cash flows to be generated by the security, as furnished by an independent pricing service;
  • for other fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices (other than prices of mortgage-backed securities) are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities, except that prices for corporate fixed-income and asset-backed securities traded in the United States are generally intended to be indicative of the mean between such bid prices and asked prices. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities using the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates are generally determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation is done by others under the direction of Fund management. An event is considered material if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund’s custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund’s adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date. Distributions of net investment income, if any, are declared and paid annually. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each class may bear distribution services fees, shareholder services fees and certain transfer and dividend disbursing agent fees unique to those classes. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed-income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:


   

Year Ended
7/31/2007

   

Year Ended
7/31/2006


Institutional Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

2,677,589

$

45,134,764

353,848

$

5,425,707

Shares issued to shareholders in payment of distributions declared

90,311

1,481,998

153,643

2,324,618

Shares redeemed

(537,678

)

(8,951,521

)

(553,530

)

(8,427,259

)

Redemption fees

--

508

--

--


NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

2,230,222

$

37,665,749

(46,039

)

$

(676,934

)



   

Year Ended
7/31/2007

   

Year Ended
7/31/2006


Class A Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

7,981,369

$

129,791,451

5,300,192

$

80,853,392

Shares issued to shareholders in payment of distributions declared

300,058

4,887,949

150,057

2,261,363

Shares redeemed

(2,963,223

)

(48,937,368

)

(694,341

)

(10,529,747

)

Redemption fees

--

2,298

--

10,020


NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

5,318,204

$

85,744,330

4,755,908

$

72,595,028


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class C Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

3,709,500

$

60,072,675

3,245,159

$

49,711,496

Shares issued to shareholders in payment of distributions declared

116,918

1,888,228

7,778

117,066

Shares redeemed

(681,786

)

(11,263,611

)

(39,043

)

(584,542

)

Redemption fees

--

1,063

--

4,863


NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

3,144,632

$

50,698,355

3,213,894

$

49,248,883


   

Period Ended
7/31/20072

   

Year Ended
7/31/2006


Class K Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

8,309

$

143,980

--

$

--

Shares redeemed

(290

)

(5,202

)

--

--


NET CHANGE RESULTING FROM CLASS K SHARE TRANSACTIONS

8,019

$

138,778

--

$

--


NET CHANGE RESULTING FROM SHARE TRANSACTIONS

10,701,077

$

174,247,212

7,923,763

$

121,166,977


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

2 Reflects operations for the period from December 12, 2006 (date of initial public investment) to July 31, 2007.

Redemption Fees

Prior to December 11, 2006, the Fund imposed a 2.00% redemption fee to shareholders of the Fund’s Institutional Shares, Class A Shares and Class C Shares who redeem shares held for 30 days or less. Shares acquired by reinvestment of dividends or distributions of the Fund, or purchased pursuant to the Systematic Investment Program or withdrawn pursuant to the Systematic Withdrawal Program, were not subject to the redemption fee. All redemption fees were recorded by the Fund as additions to paid-in-capital.

4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to differing treatments for ordinary losses netted to short-term capital gains.

For the year ended July 31, 2007, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)


Undistributed
Net Investment
Income

    

Accumulated
Net Realized
Gains


$65,931

$(65,931)


Net investment income (loss), net realized gains (losses), and net assets were not affected by this reclassification.

The tax character of distributions as reported on the Statement of Changes in Net Assets for the years ended July 31, 2007 and 2006, was as follows:

   

2007

2006


Ordinary income1

$4,625,312

    

$2,698,954


Long-term capital gains

$4,775,850

$2,088,383


1 For tax purposes short-term capital gain distributions are considered ordinary income distributions.

As of July 31, 2007, the components of distributable earnings on a tax basis were as follows:


Undistributed ordinary income

   

$

21,533,887


Undistributed long-term capital gain

$

7,469,047


Net unrealized appreciation

$

6,687,898


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to differing treatments for the deferral of losses on wash sales.

At July 31, 2007, the cost of investments for federal tax purposes was $384,862,265. The net unrealized appreciation of investments for federal tax purposes was $6,687,898. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $25,769,623 and net unrealized depreciation from investments for those securities having an excess of cost over value of $19,081,725.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated MDTA LLC is the Fund’s investment adviser (the “Adviser”). The advisory agreement between the Fund and Adviser provides for an adviser fee equal to 0.75% of the Fund’s average daily net assets. Under the investment advisory contract, which is subject to annual review by the Trustees, the Adviser will waive all or a portion of the advisory fee and/or reimburse certain operating expenses (excluding interest, taxes and brokerage commissions) in order to contractually limit the Fund’s aggregate annual operating expenses to no more than the following annual percentages for certain classes of the Fund based on average daily net assets:

Share Class

Percentage of Average Daily
Net Assets of Class


Institutional Shares

1.25%


Class A Shares

1.50%


Class C Shares

2.25%


The Adviser has agreed to keep these contractual limitations in place through December 8, 2008.

In addition, after fulfilling its contractual commitment, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee.

For a period of three years after the fiscal year in which the Adviser waived or reimbursed Fund expenses, the Adviser could seek reimbursement from the Fund to the extent that the Fund’s total annual operating expenses are less than the expense limitation. Due to the reorganization of the Fund, expenses can not be recovered by the Adviser after December 8, 2006.

For the year ended July 31, 2007, the Adviser recovered $23,533 of its fee.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement (the “Agreement”), provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:

Administrative Fee

Average Aggregate Daily Net Assets
of the Federated Funds


0.150%

on the first $5 billion


0.125%

on the next $5 billion


0.100%

on the next $10 billion


0.075%

on assets in excess of $20 billion


The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. During the period from July 15, 2006 through December 8, 2006, the administrator contractually agreed to waive a portion of its fee which it would otherwise be entitled to receive from the Fund under the Agreement. The level of fees payable by the Fund to FAS for the period will not exceed the level of fees which the Fund would have paid during the period to its previous service provider under its previous administrative services contract. In addition, FAS may voluntarily choose to waive any portion of its fee. For the year ended July 31, 2007, the net fee paid to FAS was 0.080% of average daily net assets of the Fund. FAS waived $23,220 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act which became effective on December 11, 2006. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund’s Class A Shares, Class C Shares and Class K Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses of up to the following percentages of average daily net assets annually, to compensate FSC:

Share Class

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

0.75%


Class K Shares

0.50%


Prior to December 11, 2006, the Fund incurred distribution expenses according to the following schedule annually, to compensate FSC:

Share Class

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

1.00%


When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended July 31, 2007, FSC retained $549,412 of fees paid by the Fund.

Sales Charges

For the year ended July 31, 2007, FSC, the principal distributor, retained $86,805 in sales charges from the sale of Class A Shares. FSC also retained $9,128 and $17,835 of contingent deferred sales charges relating to redemptions of Class A Shares and Class C Shares, respectively. See “What Do Shares Cost?” in the Prospectus.

Shareholder Services Fee

Effective December 11, 2006, the Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund’s Class A Shares and Class C Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. For the year ended July 31, 2007, FSSC did not receive any fees paid by the Fund.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses so that the total operating expenses (including the distribution (12b-1) fee) paid by the Fund’s Class A Shares (after the voluntary waivers and reimbursements) will not exceed 1.30% for the fiscal year ending July 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after September 30, 2008.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

Transactions with Affiliated Companies

Affiliated holdings are mutual funds which are managed by the Adviser or an affiliate of the Adviser. The Adviser has agreed to reimburse the Fund for certain investment adviser fees as a result of transactions in other affiliated mutual funds. For the year ended July 31, 2007, the Adviser reimbursed $759 in connection with the affiliated mutual fund listed below. Transactions with the affiliated company during the year ended July 31, 2007, were as follows:

Affiliate

   

Balance of
Shares Held
7/31/2006

   

Purchases/
Additions

   

Sales/
Reductions

   

Balance of
Shares Held
7/31/2007

   

Value

   

Dividend
Income


Prime Value Obligations Fund, Institutional Shares

--

22,219,032

16,302,365

5,916,667

$5,916,667

$49,497


6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the year ended July 31, 2007, were as follows:


Purchases

   

$

846,242,414


Sales

$

684,919,981


7. LINE OF CREDIT

The Fund participates in a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the Fund did not utilize the LOC.

8. INTERFUND LENDING

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (SEC), the Fund, along with other funds advised by subsidiaries of Federated Investors, Inc., may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from other participating affiliated funds. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the program was not utilized.

9. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, “Federated”), along with various investment companies sponsored by Federated (“Funds”) were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated’s first public announcement that it had received requests for information on shareholder trading activities in the Funds from the SEC, the Office of the New York State Attorney General (“NYAG”), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as late as a fund’s last NAV calculation in the first required financial statement reporting period. As a result, the Fund will adopt FIN 48 no later than January 31, 2008. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund’s financial statement disclosures.

11. FEDERAL TAX INFORMATION (UNAUDITED)

For the year ended July 31, 2007 the amount of long-term capital gains designated by the Fund was $4,775,850.

For the fiscal year ended July 31, 2007, 30.95% of total income (including short-term capital gain) distributions made by the Fund are qualifying dividends which may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Act of 2003. Complete information is reported in conjunction with the reporting of your distributions on Form 1099-DIV.

Of the ordinary income (including short-term capital gain) distributions made by the Fund during the year ended July 31, 2007, 31.67% qualify for the dividend received deduction available to corporate shareholders.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF FEDERATED MDT SERIES AND SHAREHOLDERS OF FEDERATED MDT ALL CAP CORE FUND

We have audited the accompanying statement of assets and liabilities of Federated MDT All Cap Core Fund (the “Fund”) (one of the portfolios constituting Federated MDT Series), including the portfolio of investments, as of July 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein for the years ended July 31, 2007, 2006 and 2003. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for each of the two years in the period ended July 31, 2005 were audited by another independent registered public accounting firm whose report, dated September 19, 2005 expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated MDT All Cap Core Fund, a portfolio of Federated MDT Series, at July 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein for the years ended July 31, 2007, 2006 and 2003, in conformity with U.S. generally accepted accounting principles.

/s/Ernst & Young LLP

Boston, Massachusetts
September 19, 2007

Board of Trustees and Trust Officers

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Trust comprised eight portfolios, and the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund’s Statement of Additional Information includes additional information about Trust Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex’s Executive Committee.

Previous Positions: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: August 2006

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for interested status: John F. Donahue is the father of J. Christopher Donahue; both are interested due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is interested because his son-in-law is employed by the Funds principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children’s Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant.

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Thomas M. ONeill
Birth Date: June 14, 1951
95 Standish Street
P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting).

Other Directorships Held: Director, Midway Pacific (lumber); Board of Overseers, Children’s Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Previous Positions: Public Relations/Marketing Consultant/Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College.

Other Directorships Held: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation.


OFFICERS


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
SECRETARY
Began serving: August 2006

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.


Richard A. Novak
Birth Date: December 25, 1963
TREASURER
Began serving: August 2006

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Previous Positions: Controller of Federated Investors, Inc.; Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.


Brian P. Bouda
Birth Date: February 28, 1947
SENIOR VICE PRESIDENT AND
CHIEF COMPLIANCE OFFICER
Began serving: August 2006

Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.


Evaluation and Approval of Advisory Contract

FEDERATED MDT ALL CAP CORE FUND (THE FUND)

The Fund’s Board reviewed the Fund’s investment advisory contracts at meetings held in May 2007. The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

In this connection, the Federated funds had previously appointed a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated fund. The Senior Officer has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below. The Board considered that evaluation, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with and considered judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser’s fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser’s cost of providing the services; the extent to which the Adviser may realize “economies of scale” as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser’s services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for what might be viewed as like services, and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise and accompany the Senior Officer’s evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board’s formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board also received information on particular matters as the need arose. Thus, the Board’s consideration of the advisory contract included review of the Senior Officer’s evaluation, accompanying data and additional reports covering such matters as: the Adviser’s investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or “peer group” funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund’s investment objectives; the Fund’s expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund’s portfolio securities (if any); and the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates. The Board also considered the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund’s relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The Board’s evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund’s performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund’s investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund’s ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund’s investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser’s investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated’s fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, using data supplied by independent fund ranking organizations, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups are highly important in judging the reasonableness of proposed fees.

For the periods ending December 31, 2006, the Fund’s performance for the three year period was above the median of the relevant peer group, and the Fund’s performance fell below the median of the relevant peer group for the one year period. The Board discussed the Fund’s performance with the Adviser and recognized the efforts being undertaken by the Adviser. The Board will continue to monitor these efforts and the performance of the Fund.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated’s subsidiaries for providing other services to the Federated funds under separate contracts (e.g., for serving as the Federated funds’ administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades. In addition, the Board considered the fact that, in order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have disclosed to fund investors and/or indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs (and the unavoidable arbitrary aspects of that exercise) and the lack of consensus on how to allocate those costs may render such allocation reports unreliable. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board and the Senior Officer also reviewed a report compiled by Federated comparing profitability information for Federated to other publicly held fund management companies. In this regard, the Senior Officer noted the limited availability of such information, but nonetheless concluded that Federated’s profit margins did not appear to be excessive and the Board agreed.

The Senior Officer’s evaluation also discussed the notion of possible realization of “economies of scale” as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in areas such as personnel and processes for the portfolio management, compliance, and risk management functions; distribution efforts; and systems technology; that support all of the Federated funds, and that the benefits of these efforts (as well as any economies, should they exist) were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which (as discussed in independently prepared materials included in the Senior Officer’s evaluation) is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with “breakpoints” that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated’s fund advisory services at this time.

For the Fund’s most recently completed fiscal year, the Fund’s investment advisory fee after waivers and expense reimbursements, if any, was above the median of the relevant peer group. The Board reviewed the fees and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive. The Board will continue to monitor advisory fees and other expenses borne by the Fund.

The Senior Officer’s evaluation noted his belief that the information and observations contained in his evaluation supported his finding that the proposed management fees are reasonable, and that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. Under these circumstances, no changes were recommended to, and no objection was raised to the continuation of the Fund’s advisory contract. For 2006, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser’s industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board’s approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were necessarily relevant to the Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board’s decision to approve the contract reflects its determination that Federated’s performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from Federated’s website at FederatedInvestors.com. To access this information from the “Products” section of the website, click on the “Prospectuses and Regulatory Reports” link under “Related Information,” then select the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Prospectuses and Regulatory Reports” link. Form N-PX filings are also available at the SEC’s website at www.sec.gov.

Quarterly Portfolio Schedule

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the “Products” section of Federated’s website at FederatedInvestors.com by clicking on “Portfolio Holdings” under “Related Information,” then selecting the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page click, on the “Portfolio Holdings” link.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund’s prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

Federated Investors
World-Class Investment Manager

Federated MDT All Cap Core Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R304

37312 (9/07)

Federated is a registered mark of Federated Investors, Inc.
2007 ©Federated Investors, Inc.

 

 

Federated Investors
World-Class Investment Manager

Federated MDT Balanced Fund

Established 2005

A Portfolio of Federated MDT Series

ANNUAL SHAREHOLDER REPORT

July 31, 2007

Class A Shares
Class C Shares
Class K Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLES
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND TRUST OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Financial Highlights--Class A Shares

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$13.21

$13.67

Income From Investment Operations:

Net investment income

0.20

3

0.18

3

Net realized and unrealized gain on investments, futures contracts and foreign currency transactions

1.15

0.46


TOTAL FROM INVESTMENT OPERATIONS

1.35

0.64


Less Distributions:

Distributions from net investment income

(0.16

)

(0.17

)

Distributions from net realized gain on investments, futures contracts and foreign currency transactions

(0.65

)

(0.93

)


TOTAL DISTRIBUTIONS

(0.81

)

(1.10

)


Net Asset Value, End of Period

$13.75

$13.21


Total Return4

10.39

%

4.85

%


 

Ratios to Average Net Assets:


Net expenses

1.40

%

1.50

%5


Net investment income

1.42

%

1.60

%5


Expense waiver/reimbursement6

0.13

%

0.17

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$51,167

$1,962


Portfolio turnover

174

%

139

%7


1 MDT Balanced Fund (the Predecessor Fund) was reorganized into Federated MDT Balanced Fund (the Fund) as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income ratios shown above.

7 Portfolio turnover is calculated at the Fund level. Percentage indicated was calculated for the year ended July 31, 2006.

See Notes which are an integral part of the Financial Statements

Financial Highlights--Class C Shares

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$13.13

$13.67

Income From Investment Operations:

Net investment income

0.09

3

0.10

3

Net realized and unrealized gain on investments, futures contracts and foreign currency transactions

1.14

0.44


TOTAL FROM INVESTMENT OPERATIONS

1.23

0.54


Less Distributions:

Distributions from net investment income

(0.11

)

(0.15

)

Distributions from net realized gain on investments, futures contracts and foreign currency transactions

(0.65

)

(0.93

)


TOTAL DISTRIBUTIONS

(0.76

)

(1.08

)


Net Asset Value, End of Period

$13.60

$13.13


Total Return4

9.50

%

4.04

%


 

Ratios to Average Net Assets:


Net expenses

2.15

%

2.25

%5


Net investment income

0.66

%

0.85

%5


Expense waiver/reimbursement6

0.16

%

0.17

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$15,775

$3,910


Portfolio turnover

174

%

139

%7


1 The Predecessor Fund was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income ratios shown above.

7 Portfolio turnover is calculated at the Fund level. Percentage indicated was calculated for the year ended July 31, 2006.

See Notes which are an integral part of the Financial Statements

Financial Highlights--Class K Shares

(For a Share Outstanding Throughout the Period)

   

Period
Ended
7/31/2007

1


Net Asset Value, Beginning of Period

$14.28

Income From Investment Operations:

Net investment income

0.05

2

Net realized and unrealized gain on investments, futures contracts and foreign currency transactions

0.26


TOTAL FROM INVESTMENT OPERATIONS

0.31


Less Distributions:

Distributions from net investment income

(0.17

)

Distributions from net realized gain on investments, futures contracts and foreign currency transactions

(0.65

)


TOTAL DISTRIBUTIONS

(0.82

)


Net Asset Value, End of Period

$13.77


Total Return3

2.33

%


 

Ratios to Average Net Assets:


Net expenses

1.90

%4


Net investment income

0.60

%4


Expense waiver/reimbursement5

0.05

%4


Supplemental Data:


Net assets, end of period (000 omitted)

$18


Portfolio turnover

174

%6


1 Reflects operations for the period from December 12, 2006 (date of initial public investment) to July 31, 2007.

2 Per share numbers have been calculated using the average shares method.

3 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.

4 Computed on an annualized basis.

5 This expense decrease is reflected in both the net expense and the net investment income ratios shown above.

6 Portfolio turnover is calculated at the Fund level. Percentage indicated was calculated for the year ended July 31, 2007.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase or redemption payments and (2) ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2007 to July 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase or redemption payments. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

   

Beginning
Account Value
2/1/2007

   

Ending
Account Value
7/31/2007

   

Expenses Paid
During Period1


Actual:


Class A Shares

$1,000

$1,013.30

$6.94


Class C Shares

$1,000

$1,009.70

$10.71


Class K Shares

$1,000

$1,012.50

$9.43


Hypothetical (assuming a 5% return before expenses):


Class A Shares

$1,000

$1,017.90

$6.95


Class C Shares

$1,000

$1,014.13

$10.74


Class K Shares

$1,000

$1,015.42

$9.44


1 Expenses are equal to the Funds annualized net expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The annualized net expense ratios are as follows:


Class A Shares

   

1.39%


Class C Shares

   

2.15%


Class K Shares

   

1.89%


Management’s Discussion of Fund Performance

For the reporting period ending July 31, 2007 the fund’s Class A, Class C and Class K Shares produced total returns of 10.39%, 9.50% and 10.18%, respectively, at net asset value.1 The Standard & Poor’s 500 Index2 and the Lehman Brothers Aggregate Bond Index3 returned 16.13% and 5.58%, respectively, while the Lipper Balanced Fund Index returned 12.90%.4

MARKET OVERVIEW

Over the twelve month reporting period ended July 31, 2007, domestic equity markets enjoyed a positive, if somewhat rocky, performance highlighted by a sudden decline in late February and another decline as the reporting period ended in July. The Russell 3000 Index,5 which represents the performance of the 3000 largest U.S. companies by market capitalization, finished the period up a solid 16.08%. Mid-cap stocks lead the way as demonstrated by the 18.93% return on the Russell Midcap® Index,6 which exceeded the 15.48% and 12.12% results

1 The fund is the successor to the MDT Balanced Fund pursuant to a reorganization that took place on December 8, 2006. Prior to that date, the fund had no investment operations. Accordingly, the performance information provided is historical information of the MDT Balanced Fund.

2 The Standard & Poors 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.

3 The Lehman Brother Aggregate Bond Index is an unmanaged index composed of securities from the Lehman Brothers Government/Corporate Bond Index, Mortgage-Backed Securities Index and the Asset-Backed Securities Index. Total return comprises price appreciation/depreciation and income as a percentage of the original investment. Indices are rebalanced monthly by market capitalization.

4 The Lipper Balanced Fund Index represents the total returns of the funds in the indicated category, as defined by Lipper, Inc. The index is unmanaged, and investments cannot be made in an index.

5 The Russell 3000® Index offers investors access to the broad U.S. equity universe representing approximately 98% of the U.S. market. The Russell 3000 is constructed to provide a comprehensive, unbiased, and stable barometer of the broad market and is completely reconstituted annually to ensure new and growing equities are reflected.

6 The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 31% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments can not be made directly in an index.

for the Russell Top 200® Index7 and the Russell 2000® Index,8 respectively. Growth stocks outperformed value stocks by a wide margin during the year with the Russell 3000® Growth Index9 returning 19.24% as compared to 12.97% for the Russell 3000 Value® Index.10

The best performing sectors during the reporting period in the Russell 3000® were Materials (up 35.67%), Telecommunication Services (up 30.35%) and Information Technology (up 29.43%). Underperforming sectors included Financials (up just 2.11%, negatively influenced by a disruption in credit markets late in the reporting period), Health Care (up 8.23%) and Consumer Staples (up 11.12%).

Real Estate Investment Trust (“REIT”) performance suffered late in the period as a combination of profit taking within the sector and uncertainty regarding the availability of credit -- a key ingredient to the merger and acquisition activity that has fueled property valuations -- led to a significant decline. The S&P REIT Index11 finished the period up 0.99%.

International equities outperformed the domestic market, benefiting from strong international economic growth and a general decline in the U.S. dollar relative to other currencies. Developed markets, as represented by the MSCI EAFE Index,12 performed well returning 23.91%, while emerging market returns were even better with the MSCI Emerging Markets Free Index13 up 50.26%.

7 Russell Top 200® Index measures the performance of the 200 largest companies in the Russell 1000 Index, which represents approximately 69% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments can not be made directly in an index.

8 The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index. The index is unmanaged and investments can not be made directly in an index.

9 The Russell 3000® Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000 Growth or the Russell 2000 Growth indexes. The index is unmanaged and investments can not be made directly in an index.

10 The Russell 3000® Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000 Value or the Russell 2000 Value indexes. The index is unmanaged and investments can not be made directly in an index.

11 The S&P REIT Index tracks the market performance of U.S. Real Estate Investment Trusts, known as REITs. It consists of 100 REITs chosen for their liquidity and importance in representing a diversified real estate portfolio.

12 The MSCI EAFE Index measures international equity performance. It comprises 21 MSCI country indices, representing the developed markets outside of North America.

13 The MSCI Emerging Markets Free Index is an unmanaged index reflecting approximately 60% of the market capitalization, by industry, in each of 26 emerging market countries.

In the bond market, volatility picked up considerably despite the Federal Reserve Board leaving interest rates unchanged. There has been a bit of a tug of war as the subprime-lending scare and worries of a credit crunch depressed U.S. interest rates. On the other hand, concerns about inflation and strong global economic growth and higher interest rates abroad put upward pressure on interest rates. There is considerable uncertainty as to the extent to which the troubles in the housing market will bleed over into other parts of the economy thus slowing the prospects for economic growth. Short-term interest rates were flat over the past 12 months while intermediate and longer-term rates fell modestly. The average yield of the Lehman Aggregate stood at 5.57% on July 31, 2007, virtually unchanged from 12 months earlier at 5.61%.

Asset Allocation

During the reporting period, equity investments accounted for an average of approximately 63% of the portfolio while fixed income and cash averaged 37%. Within the equity allocation, investments in REITs hurt relative results as the sector underperformed the broader equity market, while the allocation to international equities helped results as these investments outperformed the domestic markets.14 Fixed income performance trailed the equity allocation’s results, but provided a valuable element of stability during the equity market’s volatility late in the period.15

Equities

Domestic equity investments, which are managed under our proprietary Optimum Q -- All Cap Core Strategy, underperformed their benchmark, the Russell 3000 Index. Investments in the Energy sector provided the most significant positive contribution to relative performance. The most significant negative contributors to relative performance were an overweight to the Financial sector, which underperformed, and an underweight to companies in the Telecommunication Services sector, which outperformed.

International investments slightly underperformed the MSCI EAFE Index overall, largely because the allocation to this category was increased towards the second half of the period when performance was not quite as strong. A new allocation to emerging market equities late in the period contributed positively to relative performance.

14 International investing involves special risks including currency risk, increased volatility of foreign securities, political risks, and differences in auditing and other financial standards. Prices of emerging markets securities can be significantly more volatile than the prices of securities in developed countries.

15 Bond prices are sensitive to changes in interest rates and a rise in interest rates can cause a decline in their prices.

REIT investments did well relative to the S&P REIT Index, but trailed the broader market as the sector underperformed. The allocation to REITS was reduced beginning in late February as support for the sector was clearly deteriorating and uncertainty in credit markets was hurting valuations. The allocation was ultimately cut to slightly more than 2% of the portfolio, the smallest in the history of the fund. This change was fortuitous as REIT valuations declined significantly through the end of the period.

Fixed Income

The bond portion of the fund underperformed its benchmark (the Lehman Aggregate), however evaluating fixed income results in isolation can be misleading since this allocation is managed in the context of the broader fund. For example, fixed income performance was hurt by a short duration position (reduced exposure to interest rate risk) during the latter part of 2006. At this time the fund’s investments in financial stocks, which can carry significant interest rate exposure, rallied strongly. By reducing the interest rate exposure in the portfolio’s bond investments, we were comfortable maintaining a significant position in financials and the fund’s overall performance benefited. Through the first seven months of 2007 we managed the bond portion of the fund more traditionally and it has modestly outperformed its benchmark with security selection and duration positioning in particular contributing positively to relative performance.16

16 Duration is a measure of a securitys price sensitivity to changes in interest rates. Securities with longer durations are more sensitive to changes in interest rates than securities of shorter durations.

GROWTH OF A $10,000 INVESTMENT -- CLASS A SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT Balanced Fund (Class A Shares) (the “Fund”) from October 1, 2002 (start of performance) to July 31, 2007, compared to the Standard and Poor’s 500 Index (S&P 500),2 the Lipper Balanced Fund Index (LBFI)3 and the Lehman Brothers Aggregate Bond Index (LBAB).2

Average Total Returns for the Period Ended 7/31/2007


1 Year

4.31%


Start of Performance (10/1/2002)4

11.33%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum sales charge of 5.50%.

1 Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charge of 5.50% ($10,000 investment minus $550 sales charge = $9,450). The Funds performance assumes the reinvestment of all dividends and distributions. The S&P 500, LBAB and the LBFI have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The S&P 500 and the LBAB are not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the Funds performance. The indexes are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

4 The start of performance date was October 1, 2002. Class A Shares of the Fund were offered beginning September 15, 2005. Performance results shown before that date are for the Funds Institutional Shares and have been adjusted for the maximum sales charge and total annual operating expenses applicable to the Funds Class A Shares. The Funds Institutional Shares commenced operations on October 1, 2002. The Funds Class A Shares annual returns would have been substantially similar to those of the Funds Institutional Shares because Shares of each class are invested in the same portfolio of securities.

GROWTH OF A $10,000 INVESTMENT -- CLASS C SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT Balanced Fund (Class C Shares) (the “Fund”) from October 1, 2002 (start of performance) to July 31, 2007, compared to the Standard and Poor’s 500 Index (S&P 500),2 the Lipper Balanced Fund Index (LBFI)3 and the Lehman Brothers Aggregate Bond Index (LBAB).2

Average Total Returns for the Period Ended 7/31/2007


1 Year

8.50%


Start of Performance (10/1/2002)4

11.76%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum contingent deferred sales charge (CDSC) of 1.00%, as applicable.

1 Represents a hypothetical investment of $10,000 in the Fund. The maximum CDSC is 1.00% on any redemption less than one year from purchase date. The Funds performance assumes the reinvestment of all dividends and distributions. The S&P 500, LBAB and the LBFI have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The S&P 500 and the LBAB are not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The indexes are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

4 The start of performance date was October 1, 2002. Class C Shares of the Fund were offered beginning September 15, 2005. Performance results shown before that date are for the Funds Institutional Shares and have been adjusted for the maximum CDSC and total annual operating expenses applicable to the Funds Class C Shares. The Funds Institutional Shares commenced operations on October 1, 2002. The Funds Class C Shares annual returns would have been substantially similar to those of the Funds Institutional Shares because Shares of each class are invested in the same portfolio of securities.

GROWTH OF A $10,000 INVESTMENT -- CLASS K SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT Balanced Fund (Class K Shares) (the “Fund”) from October 1, 2002 (start of performance) to July 31, 2007, compared to the Standard and Poor’s 500 Index (S&P 500),2 the Lipper Balanced Fund Index (LBFI)3 and the Lehman Brothers Aggregate Bond Index (LBAB).2

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

10.18%


Start of Performance (10/1/2002)4

12.15%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 The Funds performance assumes the reinvestment of all dividends and distributions. The S&P 500, LBAB and the LBFI have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The S&P 500 and the LBAB are not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Funds performance. The indexes are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

4 The start of performance date was October 1, 2002. Class K Shares of the Fund were offered beginning December 12, 2006. Performance results shown before that date are for the Funds Institutional Shares and have been adjusted for the total annual operating expenses applicable to the Funds Class K Shares. The Funds Institutional Shares commenced operations on October 1, 2002. The Funds Class K Shares annual returns would have been substantially similar to those of the Funds Institutional Shares because Shares of each class are invested in the same portfolio of securities.

Portfolio of Investments Summary Tables

At July 31, 2007, the Fund’s portfolio composition1 was as follows:


Security Type

Percentage of
Total Net Assets


Domestic Equity

50.2%


Foreign Stock ETF

14.3%


Mortgage-Backed Securities

10.0%


Corporate Debt Securities

8.1%


U.S. Treasury and Agency Securities2

5.2%


International Equity

2.6%


Collateralized Mortgage Obligations

2.4%


Asset-Backed Securities

1.1%


Foreign Debt Securities

1.1%


Adjustable Rate Mortgage Securities

0.7%


Cash Equivalents3

8.4%


Other Assets and Liabilities--Net4

(4.1)%


TOTAL

100.0%


1 See the Funds Prospectus for a description of the principal types of securities in which the Fund invests.
As of the date specified above, the Fund owned shares of one or more affiliated investment companies. For purposes of these tables, the affiliated investment company (other than an affiliated money market fund) is not treated as a single portfolio security, but rather the Fund is treated as owning a pro rata portion of each security and each other asset and liability owned by the affiliated investment company. Accordingly, the percentages of total net assets shown in the table will differ from those presented on the Portfolio of Investments.

2 Also includes $2,318,458 held in U.S. Treasuries pledged as collateral to ensure the Fund is able to satisfy the obligations of its outstanding long futures contracts.

3 Cash Equivalents include any investments in money market mutual funds and/or overnight repurchase agreements.

4 Assets, other than investments in securities, less liabilities.

At July 31, 2007, the Fund’s industry composition5 for its equity securities was as follows:

Industry

Percentage of
Equity Securities


Money Center Bank

   

7.6%


Regional Bank

   

5.4%


Multi-Line Insurance

   

5.3%


Oil Well Supply

   

5.3%


Internet Services

   

5.2%


Securities Brokerage

   

5.2%


Property Liability Insurance

   

4.6%


Computers--Low End

   

4.4%


Life Insurance

   

4.4%


Real Estate Investment Trusts

   

4.4%


Integrated Domestic Oil

   

4.3%


Integrated International Oil

   

4.3%


Building Supply Stores

   

4.2%


Agricultural Chemicals

   

3.7%


Financial Services

   

3.3%


Metal Fabrication

   

2.4%


Oil Refiner

   

2.4%


Home Building

   

1.8%


Railroad

   

1.8%


Electric Utility

   

1.7%


Crude Oil & Gas Production

   

1.2%


Ethical Drugs

   

1.2%


Diversified Oil

   

1.1%


Miscellaneous Food Products

   

1.1%


Offshore Driller

   

1.1%


Oil Service, Explore & Drill

   

1.0%


Undesignated Consumer Cyclicals

   

1.0%


Other6

   

10.6%


TOTAL

100.0%


5 Industry classifications are based upon, and individual securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS.

6 For purposes of this table, industry classifications which constitute less than 1.0% of the Funds total net assets have been aggregated under the designation Other.

Portfolio of Investments

July 31, 2007

Shares

Value


COMMON STOCKS--53.0%

Agricultural Chemicals--2.0%

800

Bunge Ltd.

$

72,488

44,000

Monsanto Co.

2,835,800


TOTAL

2,908,288


Apparel--0.1%

2,700

Guess ?, Inc.

128,223


Auto Original Equipment Manufactures--0.1%

2,200

American Axle & Manufacturing Holdings, Inc.

53,240

600

Johnson Controls, Inc.

67,890

900

Sun Hydraulics Inc

26,748

1,900

Superior Industries International, Inc.

35,150


TOTAL

183,028


Biotechnology--0.5%

9,100

1

Genentech, Inc.

676,858

1,400

1

Martek Biosciences Corp.

35,868


TOTAL

712,726


Bituminous Coal--0.0%

1,400

Massey Energy Co.

29,890


Book Publishing--0.0%

1,200

1

Scholastic Corp.

38,616


Building Supply Stores--2.2%

66,700

Home Depot, Inc.

2,479,239

27,800

Lowe’s Cos., Inc.

778,678


TOTAL

3,257,917


Cement--0.1%

1,000

Martin Marietta Materials

137,000


Clothing Stores--0.2%

6,100

1

Aeropostale, Inc.

232,288

1,600

1

Hanesbrands Inc.

49,616


TOTAL

281,904


Computer Networking--0.1%

4,500

1

Juniper Networks, Inc.

134,820


Computer Peripherals--0.0%

1,400

1

Hutchinson Technology, Inc.

28,084


Shares

Value


COMMON STOCKS--continued

Computer Stores--0.1%

6,200

1

Ingram Micro, Inc., Class A

$

124,310


Computers - Low End--2.3%

26,300

1

Apple, Inc.

3,465,288


Construction Machinery--0.0%

400

Manitowoc, Inc.

31,068


Cosmetics & Toiletries--0.0%

1,100

1

Bare Escentuals, Inc.

31,031


Crude Oil & Gas Production--0.6%

6,800

Apache Corp.

549,712

2,500

1

Bill Barrett Corp.

85,800

1,600

Cimarex Energy Co.

60,560

3,000

Devon Energy Corp.

223,830

600

Pogo Producing Co.

31,956


TOTAL

951,858


Defense Aerospace--0.1%

1,600

Goodrich (B.F.) Co.

100,656


Defense Electronics--0.1%

1,900

1

FLIR Systems, Inc.

82,935

400

1

First Solar, Inc.

45,028


TOTAL

127,963


Discount Department Stores--0.1%

6,000

Foot Locker, Inc.

111,360


Diversified Leisure--0.1%

3,000

Carnival Corp.

132,930


Diversified Oil--0.6%

15,000

Occidental Petroleum Corp.

850,800


Drug Stores--0.1%

1,900

Longs Drug Stores Corp.

91,884


Electric Utility--0.9%

7,000

Ameren Corp.

335,860

3,600

DTE Energy Co.

166,968

8,000

Edison International

423,120

2,500

Pepco Holdings, Inc.

67,675

1,300

Portland General Electric Co.

34,983

Shares

Value


COMMON STOCKS--continued

Electric Utility--continued

1,100

Sempra Energy

$

57,992

2,700

SCANA Corp.

100,926

6,600

Xcel Energy, Inc.

133,980


TOTAL

1,321,504


Electrical Equipment--0.0%

1,700

1

Houston Wire & Cable Co.

43,809


Electronic Instruments--0.0%

500

Analogic Corp.

33,195


Ethical Drugs--0.6%

2,600

1

King Pharmaceuticals, Inc.

44,226

23,700

Pfizer, Inc.

557,187

10,100

Schering Plough Corp.

288,254

1,200

1

Sciele Pharma, Inc.

27,828


TOTAL

917,495


Financial Services--1.7%

14,100

Ambac Financial Group, Inc.

946,815

6,000

Ameriprise Financial, Inc.

361,620

15,600

CIT Group, Inc.

642,408

2,300

Janus Capital Group, Inc.

69,138

7,700

MBIA, Inc.

431,970

900

1

Mastercard, Inc. Class A

144,720


TOTAL

2,596,671


Gas Distributor--0.1%

2,100

AGL Resources, Inc.

79,170

1,800

MDU Resources Group, Inc.

49,068

500

NICOR, Inc.

19,705


TOTAL

147,943


Home Building--1.0%

10,600

Centex Corp.

395,486

4,200

1

Hovnanian Enterprises, Inc., Class A

55,608

4,800

KB Home

152,688

8,000

Lennar Corp., Class A

245,280

3,200

M.D.C. Holdings, Inc.

147,200

200

1

NVR, Inc.

115,696

15,600

Pulte Homes, Inc.

301,704


TOTAL

1,413,662


Shares

Value


COMMON STOCKS--continued

Insurance Brokerage--0.1%

100

1

Markel Corp.

$

46,550

1,800

Odyssey Re Holdings Corp.

63,360


TOTAL

109,910


Integrated Domestic Oil--2.3%

40,100

ConocoPhillips

3,241,684

2,800

Marathon Oil Corp.

154,560


TOTAL

3,396,244


Integrated International Oil--2.3%

39,300

Chevron Corp.

3,350,718


Internet Services--2.7%

16,500

1

Amazon.com, Inc.

1,295,910

83,100

1

eBay, Inc.

2,692,440

900

1

Priceline.com, Inc.

57,420


TOTAL

4,045,770


Leasing--0.0%

700

GATX Corp.

31,752


Life Insurance--2.3%

500

Delphi Financial Group, Inc., Class A

20,085

30,600

MetLife, Inc.

1,842,732

2,200

Nationwide Financial Services, Inc., Class A

125,202

1,300

Protective Life Corp.

55,926

14,200

Prudential Financial

1,258,546

2,000

Torchmark Corp.

123,080


TOTAL

3,425,571


Lumber Products--0.1%

4,500

Louisiana-Pacific Corp.

83,340


Mail Order--0.0%

3,100

1

Coldwater Creek Inc.

61,039


Major Steel Producer--0.0%

1,000

Ryerson, Inc.

32,090


Maritime--0.2%

400

1

Kirby Corp.

16,204

3,200

Overseas Shipholding Group, Inc.

248,288


TOTAL

264,492


Medical Supplies--0.0%

800

1

Kyphon, Inc.

52,496


Shares

Value


COMMON STOCKS--continued

Medical Technology--0.4%

2,300

1

Intuitive Surgical, Inc.

$

489,003

1,300

Stryker Corp.

81,159


TOTAL

570,162


Metal Fabrication--1.3%

700

Olympic Steel, Inc.

18,389

12,200

Precision Castparts Corp.

1,672,132

3,100

Timken Co.

103,540

6,000

Worthington Industries, Inc.

124,200


TOTAL

1,918,261


Mini-Mill Producer--0.2%

5,800

Commercial Metals Corp.

178,872

1,100

Schnitzer Steel Industries, Inc., Class A

59,609


TOTAL

238,481


Miscellaneous Food Products--0.6%

25,900

Archer-Daniels-Midland Co.

870,240


Miscellaneous Metals--0.2%

500

Kennametal, Inc.

38,330

2,600

Metal Management, Inc.

109,226

6,000

1

USEC, Inc.

100,740


TOTAL

248,296


Miscellaneous Components--0.1%

5,100

1

Vishay Intertechnology, Inc.

79,101


Money Center Bank--4.0%

28,400

Bank of America Corp.

1,346,728

24,100

Citigroup, Inc.

1,122,337

79,900

J.P. Morgan Chase & Co.

3,516,399


TOTAL

5,985,464


Mortgage & Title--0.1%

1,100

LandAmerica Financial Group, Inc.

84,249


Multi-Industry Transportation--0.1%

2,800

1

Hub Group, Inc.

95,256


Multi-Industry Capital Goods--0.1%

1,300

1

Ceradyne, Inc.

97,019

1,600

1

Shaw Group, Inc.

85,152


TOTAL

182,171


Shares

Value


COMMON STOCKS--continued

Multi-Line Insurance--2.8%

6,550

Allstate Corp.

$

348,132

51,800

American International Group, Inc.

3,324,524

5,400

Assurant, Inc.

273,888

1,200

Hanover Insurance Group, Inc.

52,668

1,400

Hartford Financial Services Group, Inc.

128,618


TOTAL

4,127,830


Mutual Fund Adviser--0.0%

100

Franklin Resources, Inc.

12,737


Newspaper Publishing--0.0%

700

Gannett Co., Inc.

34,930


Office Furniture--0.0%

700

Knoll, Inc.

13,867


Offshore Driller--0.6%

1,800

1

Hornbeck Offshore Services, Inc.

77,490

3,200

1

Oceaneering International, Inc.

179,712

9,400

Tidewater, Inc.

643,148


TOTAL

900,350


Oil Refiner--1.3%

28,000

Valero Energy Corp.

1,876,280


Oil Service, Explore & Drill--0.5%

13,400

1

Grant Prideco, Inc.

751,740

400

1

McDermott International, Inc.

33,176


TOTAL

784,916


Oil Well Supply--2.8%

4,200

1

FMC Technologies, Inc.

384,384

39,600

Schlumberger Ltd.

3,750,912


TOTAL

4,135,296


Other Communications Equipment--0.0%

1,300

Harris Corp.

71,344


Personal Loans--0.0%

500

ASTA Funding, Inc.

18,040

600

Advanta Corp., Class B

15,396


TOTAL

33,436


Shares

Value


COMMON STOCKS--continued

Poultry Products--0.2%

4,300

Pilgrims Pride Corp.

$

144,824

2,600

Sanderson Farms, Inc.

103,662


TOTAL

248,486


Property Liability Insurance--2.4%

4,050

American Financial Group, Inc. Ohio

113,764

19,200

Chubb Corp.

967,872

2,700

Commerce Group, Inc.

77,571

3,700

HCC Insurance Holdings, Inc.

108,336

9,800

Loews Corp.

464,520

1,200

Mercury General Corp.

62,136

1,100

1

Philadelphia Consolidated Holding Corp.

39,754

2,400

Reinsurance Group of America

127,944

3,600

Safeco Corp.

210,492

27,900

The Travelers Cos, Inc.

1,416,762

200

Transatlantic Holdings, Inc.

14,630


TOTAL

3,603,781


Railroad--0.9%

25,800

Norfolk Southern Corp.

1,387,524


Real Estate Investment Trusts--2.3%

3,400

AMB Property Corp.

181,152

1,800

Alexandria Real Estate Equities, Inc.

155,034

3,150

Archstone-Smith Trust

180,841

1,900

Avalonbay Communities, Inc.

205,143

1,150

Boston Properties, Inc.

108,663

3,550

Developers Diversified Realty

170,400

3,300

Equity Residential Properties Trust

131,373

2,000

Federal Realty Investment Trust

150,280

1,900

General Growth Properties, Inc.

91,162

3,800

Health Care Property Investors, Inc.

103,512

13,000

Host Hotels & Resorts, Inc.

274,560

3,000

Kimco Realty Corp.

111,990

4,600

1

Prologis Trust

261,740

2,100

Public Storage, Inc.

147,189

7,000

Realty Income Corp.

164,290

2,100

SL Green Realty Corp.

254,982

Shares

Value


COMMON STOCKS--continued

Real Estate Investment Trusts--continued

3,100

Simon Property Group, Inc.

$

268,243

4,400

Taubman Centers, Inc.

211,596

2,450

Vornado Realty Trust

262,223


TOTAL

3,434,373


Recreational Goods--0.0%

1,700

1

Smith & Wesson Holding Corp.

31,960


Regional Bank--2.8%

2,200

Associated Banc Corp.

63,228

6,000

BB&T Corp.

224,520

1,300

Central Pacific Financial Corp.

36,673

12,300

Comerica, Inc.

647,718

8,800

Fifth Third Bancorp

324,632

1,400

FirstMerit Corp.

25,662

700

Huntington Bancshares, Inc.

13,440

31,657

KeyCorp

1,098,181

700

M & T Bank Corp.

74,403

17,200

National City Corp.

505,508

10,300

SunTrust Banks, Inc.

806,490

4,600

UnionBanCal Corp.

254,196

1,000

United Bankshares, Inc.

27,850

1,700

Zions Bancorp

126,735


TOTAL

4,229,236


Restaurant--0.1%

2,600

1

Buffalo Wild Wings, Inc.

112,372


Rubber--0.0%

600

Cooper Tire & Rubber Co.

13,794


Savings & Loan--0.2%

3,200

Newalliance Bancshares, Inc.

43,232

5,500

Washington Mutual, Inc.

206,415


TOTAL

249,647


Securities Brokerage--2.7%

1,000

Goldman Sachs Group, Inc.

188,340

12,900

Lehman Brothers Holdings, Inc.

799,800

21,200

Merrill Lynch & Co., Inc.

1,573,040

23,600

Morgan Stanley

1,507,332


TOTAL

4,068,512


Shares

Value


COMMON STOCKS--continued

Semiconductor Distribution--0.2%

8,400

1

Avnet, Inc.

$

318,192


Semiconductor Manufacturing--0.4%

5,800

Intersil Holding Corp.

169,650

8,500

Linear Technology Corp.

303,025

5,100

1

Spansion Inc. - Class A

54,111


TOTAL

526,786


Semiconductor Manufacturing Equipment--0.0%

2,400

1

Teradyne, Inc.

37,656


Services to Medical Professionals--0.3%

8,000

1

Express Scripts, Inc., Class A

401,040

400

1

Humana, Inc.

25,636

600

1

Nighthawk Radiology Holdings

12,378


TOTAL

439,054


Shoes--0.1%

1,600

1

Crocs, Inc.

94,912


Software Packaged/Custom--0.3%

1,300

1

Blue Coat Systems, Inc.

63,349

6,400

1

Computer Sciences Corp.

356,352

600

National Instruments Corp.

19,410

1,400

1

SPSS, Inc.

57,456


TOTAL

496,567


Specialty Chemicals--0.2%

1,800

Minerals Technologies, Inc.

116,406

3,600

1

OM Group, Inc.

174,384


TOTAL

290,790


Specialty Retailing--0.1%

1,200

1

Big Lots, Inc.

31,032

4,800

Borders Group, Inc.

78,528

1,400

Pep Boys-Manny Moe & Jack

23,702


TOTAL

133,262


Telecomm Equipment & Services--0.2%

400

1

Anixter International, Inc.

33,060

1,700

1

C-COR Electronics, Inc.

22,865

7,300

1

Corning, Inc.

174,032


TOTAL

229,957


Shares or
Principal
Amount

Value


COMMON STOCKS--continued

Telephone Utility--0.1%

2,100

Embarq Corp.

$

129,759


Trucking--0.0%

100

Con-way, Inc.

4,939


Undesignated Consumer Cyclicals--0.5%

4,700

DeVRY, Inc.

152,280

4,300

1

ITT Educational Services, Inc.

454,338

4,700

1

TeleTech Holdings, Inc.

137,851


TOTAL

744,469


Undesignated Consumer Staples--0.2%

4,500

1

Nutri/System, Inc.

250,740


TOTAL COMMON STOCKS
(IDENTIFIED COST $75,549,099)

78,526,780


ASSET-BACKED SECURITIES--1.1%

$

400,000

Banc of America Commercial Mortgage, Inc. 2007-1 A2, 5.381%, 1/15/2049

395,781

51,042

CS First Boston Mortgage Securities Corp. 2002-HE4 AF, 5.51%, 8/25/2032

50,894

580,042

Community Program Loan Trust 1987-A A4, 4.50%, 10/01/2018

571,138

140,000

Morgan Stanley Capital I 2006-IQ12 A4, 5.319%, 12/15/2043

133,473

250,000

Merrill Lynch/Countrywide Commercial Mortgage 2007-6, Series 2007-6, 5.331%, 03/12/2051

246,733

250,000

Merrill Lynch/Countrywide Commercial Mortgage 2007-6, Series 2007-6, 5.485%, 03/12/2051

240,674


TOTAL ASSET-BACKED SECURITIES
(IDENTIFIED COST $1,677,017)

1,638,693


COLLATERALIZED MORTGAGE OBLIGATIONS--0.7%

5,190

Bear Stearns Mortgage Securities, Inc. 1997-6 1A, 6.67%, 3/25/2031

5,127

410,000

Citigroup/Deutsche Bank Commercial Mortgage 2007-CD4 A3, 5.293%, 12/11/2049

399,189

15,813

Federal Home Loan Mortgage Corp. REMIC 1311 K, 7.00%, 7/15/2022

15,813

30,846

Federal Home Loan Mortgage Corp. REMIC 1384 D, 7.00%, 9/15/2022

30,846

34,224

Federal Home Loan Mortgage Corp. REMIC 1595 D, 7.00%, 10/15/2013

34,735

75,000

Federal Home Loan Mortgage Corp. REMIC 2497 JH, 6.00%, 9/15/2032

74,985

73,921

Federal National Mortgage Association REMIC 1993-113 SB, 9.75%, 7/25/2023

80,761

13,151

Federal National Mortgage Association REMIC 2001-37 GA, 8.00%, 7/25/2016

13,756

19,002

Federal National Mortgage Association REMIC 2003-35 UC, 3.75%, 5/25/2033

17,257

15,978

Government National Mortgage Association REMIC 1999-29 PB, 7.25%, 7/16/2028

16,192

Principal
Amount

Value


COLLATERALIZED MORTGAGE OBLIGATIONS--continued

$

55,344

Government National Mortgage Association REMIC 2002-17 B, 6.00%, 3/20/2032

$

55,540

350,000

JP Morgan Chase Commercial Mortgage Securities 2007-CB19 A2, 5.478%, 2/12/2049

351,465


TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(IDENTIFIED COST $1,114,652)

1,095,666


CORPORATE BONDS--7.8%

Basic Industry - Chemicals--0.0%

75,000

Albemarle Corp., Sr. Note, 5.10%, 02/01/2015

67,999


Basic Industry - Metals & Mining--0.1%

35,000

Alcoa, Inc., Note, 5.55%, 02/01/2017

33,965

100,000

BHP Finance (USA), Inc., Company Guarantee, 5.25%, 12/15/2015

94,411

60,000

Newmont Mining Corp., Company Guarantee, 5.875%, 04/01/2035

53,782


TOTAL

182,158


Capital Goods - Aerospace & Defense--0.2%

125,000

Boeing Co., Note, 5.125%, 02/15/2013

123,934

200,000

Raytheon Co., Unsecd. Note, 5.375%, 04/01/2013

197,963


TOTAL

321,897


Capital Goods - Diversified Manufacturing--0.1%

100,000

Emerson Electric Co., Unsecd. Note, 5.75%, 11/01/2011

102,315

40,000

2,3

Textron Financial Corp., Jr. Sub. Note, 6.00%, 02/15/2067

37,917


TOTAL

140,232


Capital Goods - Environmental--0.1%

100,000

Waste Management, Inc., 7.375%, 08/01/2010

105,530


Capital Goods - Packaging--0.0%

20,000

Pactiv Corp., 6.40%, 1/15/2018

20,528


Communications - Media & Cable--0.1%

100,000

Comcast Corp., Sr. Note, 7.125%, 06/15/2013

105,959

75,000

Cox Communications, Inc., Unsecd. Note, 5.45%, 12/15/2014

71,745

25,000

2,3

Time Warner Cable, Inc., Sr. Unsecd. Note, 5.85%, 05/01/2017

24,252


TOTAL

201,956


Communications - Media Noncable--0.2%

100,000

British Sky Broadcasting Group PLC, 8.20%, 07/15/2009

105,509

75,000

News America Holdings, Inc., Company Guarantee, 8.00%, 10/17/2016

84,890

75,000

News America Holdings, Inc., Sr. Deb., 9.25%, 02/01/2013

86,770


TOTAL

277,169


Principal
Amount

Value


CORPORATE BONDS--continued

Communications - Telecom Wireless--0.4%

$

210,000

AT&T Wireless Services, Inc., Sr. Note, 8.75%, 03/01/2031

$

264,158

100,000

Cingular Wireless LLC, Sr. Note, 6.50%, 12/15/2011

103,966

50,000

Sprint Capital Corp., Company Guarantee, 8.75%, 03/15/2032

55,298

100,000

Sprint Capital Corp., Note, 8.375%, 03/15/2012

109,334

10,000

Vodafone Group PLC, 5.35%, 02/27/2012

9,808

50,000

Vodafone Group PLC, Note, 5.625%, 2/27/2017

48,043


TOTAL

590,607


Communications - Telecom Wirelines--0.1%

40,000

Telefonica SA, Company Guarantee, 7.045%, 06/20/2036

40,743

50,000

Telefonica SA, Sr. Note, 5.855%, 02/04/2013

49,556

100,000

Telefonos de Mexico, Note, 4.50%, 11/19/2008

98,050


TOTAL

188,349


Consumer Cyclical - Automotive--0.1%

75,000

DaimlerChrysler North America, Sr. Note, 4.875%, 06/15/2010

73,467

25,000

DaimlerChrysler North America Holding Corp., Sr. Note, 6.50%, 11/15/2013

25,680


TOTAL

99,147


Consumer Cyclical - Entertainment--0.1%

75,000

Disney Co., Note, 5.70%, 07/15/2011

76,515

100,000

Time Warner, Inc., 5.50%, 11/15/2011

99,303


TOTAL

175,818


Consumer Cyclical - Lodging--0.1%

100,000

Wyndham Worldwide Corp., Sr. Unsecd. Note, 6.00%, 12/01/2016

96,795


Consumer Cyclical - Retailers--0.1%

40,000

CVS Caremark Corp., Sr. Unsecd. Note, 5.75%, 06/01/2017

38,394

30,000

Costco Wholesale Corp., 5.30%, 03/15/2012

29,870

10,000

JC Penney Corp., Inc., Sr. Unsecd. Note, 5.875%, 02/15/2018

9,607

100,000

Target Corp., 5.875%, 03/01/2012

101,878


TOTAL

179,749


Consumer Non-Cyclical Food/Beverage--0.3%

50,000

Anheuser-Busch Cos., Inc., Sr. Note, 5.60%, 03/01/2017

49,187

100,000

Bottling Group LLC, Note, 5.50%, 04/01/2016

98,546

40,000

General Mills, Inc., Note, 5.70%, 02/15/2017

39,787

75,000

Kraft Foods, Inc., Note, 5.25%, 10/01/2013

72,499

110,000

Kraft Foods, Inc., Note, 6.25%, 06/01/2012

112,390


TOTAL

372,409


Principal
Amount

Value


CORPORATE BONDS--continued

Consumer Non-Cyclical Health Care--0.1%

$

100,000

Medtronic, Inc., Note, Series B, 4.375%, 09/15/2010

$

96,313

40,000

Quest Diagnostics, Inc., Sr. Unsecd. Note, 6.400%, 07/01/2017

40,837


TOTAL

137,150


Consumer Non-Cyclical Pharmaceuticals--0.4%

75,000

Abbott Laboratories, 5.375%, 05/15/2009

75,269

100,000

Genentech, Inc., Sr. Note, 4.75%, 07/15/2015

94,518

60,000

Lilly (Eli) & Co., Bond, 5.20%, 03/15/2017

57,487

125,000

Lilly (Eli) & Co., Unsecd. Note, 6.57%, 01/01/2016

133,341

100,000

Pharmacia Corp., Sr. Deb., 6.50%, 12/01/2018

108,376

35,000

Wyeth, 5.45%, 04/01/2017

34,168

100,000

Wyeth, Unsecd. Note, 5.50%, 02/01/2014

99,179


TOTAL

602,338


Energy - Independent--0.2%

55,000

Anadarko Petroleum Corp., Sr. Note, 5.95%, 09/15/2016

54,255

50,000

Canadian Natural Resources, 4.90%, 12/01/2014

47,306

150,000

Pemex Project Funding Master, Company Guarantee, 9.125%, 10/13/2010

162,457

10,000

XTO Energy, Inc., 6.75%, 08/01/2037

10,213

15,000

XTO Energy, Inc., Sr. Unsecd. Note, 6.25%, 08/01/2017

15,308


TOTAL

289,539


Energy - Integrated--0.2%

75,000

Conoco Funding Co., Inc., 7.25%, 10/15/2031

83,886

75,000

ConocoPhillips Australia, 5.50%, 04/15/2013

74,722

100,000

Husky Oil Ltd., Deb., 7.55%, 11/15/2016

111,770


TOTAL

270,378


Energy - Oil Field Services--0.0%

40,000

Enbridge, Inc., Sr. Note, 5.60%, 04/01/2017

38,545


Energy - Refining--0.1%

100,000

Valero Energy Corp., 6.875%, 04/15/2012

105,886

40,000

Valero Energy Corp., 7.50%, 04/15/2032

43,893

35,000

Valero Energy Corp., Note, 4.75%, 04/01/2014

32,546


TOTAL

182,325


Financial Institution - Banking--1.6%

200,000

Bank of America Corp., Sr. Note, 5.375%, 06/15/2014

195,949

120,000

Capital One Capital IV, 6.745%, 02/17/2037

104,711

200,000

Citigroup, Inc., Note, 5.125%, 02/14/2011

197,716

150,000

Credit Suisse First Boston, Sr. Note, 5.50%, 08/16/2011

150,523

Principal
Amount

Value


CORPORATE BONDS--continued

Financial Institution - Banking--continued

$

100,000

HSBC Finance Capital Trust, Note, 5.911%, 11/30/2035

$

197,482

200,000

HSBC Finance Corp., 4.75%, 04/15/2010

97,231

100,000

Household Finance Corp., Note, 7.00%, 05/15/2012

103,480

150,000

J.P. Morgan Chase & Co., 5.75%, 01/02/2013

149,547

100,000

Marshall & Ilsley Bank, Sr. Note, 4.40%, 03/15/2010

97,224

200,000

Northern Trust Corp., Sr. Note, 5.30%, 08/29/2011

197,166

50,000

PNC Funding Corp., Sub. Note, 5.625%, 02/01/2017

48,966

100,000

PNC Funding Corp., Sub. Note, 7.50%, 11/01/2009

104,846

100,000

Popular North America, 5.65%, 04/15/2009

100,496

250,000

US BANK NA, Sub. Note, 4.95%, 10/30/2014

240,239

250,000

Wachovia Bank N.A., 4.80%, 11/01/2014

234,496

100,000

Wells Fargo Bank, N.A., Sub. Note, 6.45%, 02/01/2011

103,256

75,000

Zions Bancorp, Sub. Note, 5.50%, 11/16/2015

72,042


TOTAL

2,395,370


Financial Institution - Brokerage--0.8%

100,000

Bear Stearns Cos., Inc., Unsecd. Note, 3.25%, 03/25/2009

95,999

150,000

Goldman Sachs Group, Inc., Note, 5.25%, 10/15/2013

144,970

100,000

Invesco PLC, Note, 4.50%, 12/15/2009

97,294

25,000

Janus Capital Group, Inc., Sr. Note, 6.25%, 06/15/2012

25,359

30,000

Janus Capital Group, Inc., Sr. Note, 6.70%, 06/15/2017

30,421

120,000

Lehman Brothers Holdings, 7.875%, 8/15/2010

127,784

35,000

Lehman Brothers Holdings, Inc., Sub. Deb., 6.50%, 07/19/2017

34,564

40,000

Lehman Brothers Holdings, Inc., Sub. Deb., 6.875%, 07/17/2037

39,212

400,000

Merrill Lynch & Co., Inc., Sr. Unsub., Series CORE, 5.908%, 01/31/2008

397,990

150,000

Merrill Lynch & Co., Inc., Unsecd. Note, 5.45%, 07/15/2014

145,242

100,000

Morgan Stanley, Note, 4.00%, 01/15/2010

96,249


TOTAL

1,235,084


Financial Institution - Finance Noncaptive--0.6%

100,000

American Express Co., Global Sr. Note, 4.75%, 06/17/2009

99,129

100,000

American General Finance Corp., 4.00%, 03/15/2011

94,933

150,000

Berkshire Hathaway, Inc., Company Guarantee, 4.85%, 01/15/2015

143,988

90,000

2,3

Capmark Financial Group, Inc., Note, 6.30%, 05/10/2017

80,032

100,000

General Electric Capital Corp., Note, 4.875%, 03/04/2015

96,082

200,000

2,3

ILFC E-Capital Trust I, 5.90%, 12/21/2065

202,720

Principal
Amount

Value


CORPORATE BONDS--continued

Financial Institution - Finance Noncaptive--continued

$

100,000

International Lease Finance Corp., Note, 4.875%, 09/01/2010

$

98,218

75,000

SLM Corp., Note, 4.00%, 01/15/2010

69,806


TOTAL

884,908


Financial Institution - Insurance - Health--0.0%

75,000

Aetna US Healthcare, Sr. Note, 5.75%, 06/15/2011

75,700


Financial Institution - Insurance - Life--0.1%

100,000

AXA-UAP, Sub. Note, 8.60%, 12/15/2030

121,585


Financial Institution - Insurance - P&C--0.4%

41,000

ACE INA Holdings, Inc., Sr. Note, 5.70%, 02/15/2017

40,312

100,000

The St. Paul Travelers Co., Inc., Sr. Unsecd. Note, 5.50%, 12/01/2015

97,372

500,000

2,3

ZFS Finance USA Trust I, Jr. Sub. Note, 6.15%, 12/15/2065

502,215


TOTAL

639,899


Financial Institution - REITs--0.0%

20,000

2,3

Equity One, Inc., 6.00%, 09/15/2017

19,772


Foreign-Local-Govt--0.1%

100,000

Ontario, Province of, Note, 4.50%, 02/03/2015

96,399


Technology--0.2%

75,000

Cisco Systems, Inc., Sr. Note, 5.25%, 02/22/2011

74,746

10,000

Cisco Systems, Inc., Sr. Unsecd. Note, 5.50%, 02/22/2016

9,830

100,000

Dell Computer Corp., Sr. Deb., 7.10%, 04/15/2028

105,256

25,000

Hewlett-Packard Co., Note, 5.40%, 03/01/2017

24,196

100,000

Oracle Corp., Sr. Unsecd. Note, Series WI, 5.00%, 01/15/2011

98,618


TOTAL

312,646


Transportation - Airlines--0.1%

75,000

Southwest Airlines Co., 6.50%, 03/01/2012

77,520

50,000

Southwest Airlines Co., Deb., 7.375%, 03/01/2027

52,926


TOTAL

130,446


Transportation - Railroads--0.2%

75,000

Burlington Northern Santa Fe Corp., Sr. Note, 4.875%, 01/15/2015

70,023

100,000

Norfolk Southern Corp., Sr. Note, 6.75%, 02/15/2011

103,881

100,000

Union Pacific Corp., 4.875%, 01/15/2015

93,592


TOTAL

267,496


Transportation - Services--0.1%

100,000

FedEx Corp., Note, 5.50%, 08/15/2009

100,088


Principal
Amount
or Shares

Value


CORPORATE BONDS--continued

Utility - Electric--0.5%

$

100,000

Cleveland Electric Illum, Sr. Unsecd. Note, 5.95%, 12/15/2036

$

91,822

100,000

Consolidated Edison Co., Sr. Unsecd. Note, Series 2006 C, 5.50%, 09/15/2016

98,155

100,000

Exelon Generation Co. LLC, Sr. Note, 5.35%, 01/15/2014

96,496

100,000

FirstEnergy Corp., Note, Series B, 6.45%, 11/15/2011

103,409

55,000

2,3

Great River Energy, 1st Mtg. Note, 5.829%, 07/01/2017

55,541

100,000

PSEG Power LLC, Company Guarantee, 7.75%, 04/15/2011

107,924

75,000

PSI Energy, Inc., Bond, 6.05%, 06/15/2016

75,687

100,000

Pacific Gas & Electric Co., Unsecd. Note, 4.20%, 03/01/2011

96,692


TOTAL

725,726


Utility - Natural Gas Distributor--0.1%

100,000

Atmos Energy Corp., Sr. Note, 4.00%, 10/15/2009

97,520


TOTAL CORPORATE BONDS
(IDENTIFIED COST $11,920,544)

11,643,257


GOVERNMENT AGENCIES--1.7%

1,000,000

Federal Home Loan Mortgage Corp., 4.125%, 7/12/2010

976,188

500,000

Federal Home Loan Mortgage Corp., 5.250%, 7/18/2011

503,520

1,000,000

Federal Home Loan Mortgage Corp., 5.500%, 7/18/2016

1,010,725


TOTAL GOVERNMENT AGENCIES
(IDENTIFIED COST $2,477,407)

2,490,433


MORTGAGE-BACKED SECURITIES--0.0%

22,076

Federal National Mortgage Association Pool 408761, 7.000%, 12/1/2012

22,649

11,983

Federal National Mortgage Association Pool 512255, 7.500%, 9/1/2014

12,481

34,121

Federal National Mortgage Association Pool 609554, 7.500%, 10/1/2016

35,668


TOTAL MORTGAGE-BACKED SECURITIES
(IDENTIFIED COST $70,393)

70,798


U.S. TREASURY--2.8%

523,735

U.S. Treasury Inflation Protected Note, 2.375%, 4/15/2011

521,279

1,235,400

U.S. Treasury Inflation Protected Note, 2.500%, 7/15/2016

1,243,756

2,400,000

4

United States Treasury Note, 3.875%, 2/15/2013

2,318,458


TOTAL U.S. TREASURY
(IDENTIFIED COST $4,106,667)

4,083,493


EXCHANGE TRADED FUNDS--14.3%

232,550

iShares MSCI EAFE Index Fund

18,359,822

21,900

iShares MSCI Emerging Market Fund

2,903,283


TOTAL EXCHANGE TRADED FUNDS
(IDENTIFIED COST $18,017,306)

21,263,105


Shares

Value


5

MUTUAL FUNDS--18.3%

29,223

Emerging Markets Fixed-Income Core Fund

$

621,983

1,720,828

Federated Mortgage Core Portfolio

16,709,234

264,523

High Yield Bond Portfolio

1,745,851

8,187,131

6

Prime Value Obligations Fund, Institutional Shares, 5.25%

8,187,131


TOTAL MUTUAL FUNDS (IDENTIFIED COST $27,671,810)

27,264,199


TOTAL INVESTMENTS--99.7%
(IDENTIFIED COST $142,604,895)7

148,076,424


OTHER ASSETS AND LIABILITIES -- NET--0.3%

517,470


TOTAL NET ASSETS--100%

$

148,593,894


1 Non-income producing security.

2 Denotes a restricted security that either: (a) cannot be offered for public sale without first being registered, or being able to take advantage of an exemption from registration, under the Securities Act of 1933; or (b) is subject to a contractual restriction on public sales. At July 31, 2007, these restricted securities amounted to $922,449, which represented 0.6% of total net assets.

3 Denotes a restricted security that may be resold without restriction to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933 and that the Fund has determined to be liquid under criteria established by the Funds Board of Trustees. At July 31, 2007, these liquid restricted securities amounted to $922,449, which represented 0.6% of total net assets.

4 Pledged as collateral to ensure the Fund is able to satisfy the obligations of its outstanding futures contracts.

5 Affiliated companies.

6 7-Day net yield.

7 The cost of investments for federal tax purposes amounts to $142,664,681.

At July 31, 2007, the Fund had the following outstanding futures contracts:

Description

  

Number of
Contracts

Notional
Value

Expiration
Date

Unrealized
Appreciation/
(Depreciation)


1

United States Treasury Notes 10-Year Long Futures

1

$107,422

September 2007

$12

1

United States Treasury Bond Short Futures

10

$1,100,625

September 2007

$(40,348

)


TOTAL UNREALIZED DEPRECIATION ON FUTURES CONTRACTS

$(40,336

)


At July 31, 2007, the Fund had outstanding foreign exchange contracts as follows:

Settlement Date

  

Foreign Currency
Units to Deliver/Receive

  

In Exchange For

  

Contracts at
Value

  

Unrealized
Appreciation


Contracts Purchased:


9/18/2007

120,925,000 Japanese Yen

$1,000,000

$1,000,000

$0


Contracts Sold:


9/18/2007

60,462,500 Japanese Yen

505,180

500,000

5,180


9/18/2007

60,462,500 Japanese Yen

510,021

500,000

10,021


NET UNREALIZED APPRECIATION ON FOREIGN EXCHANGE CONTRACTS

$15,201


Note: The categories of investments are shown as a percentage of total net assets at July 31, 2007.

The following acronyms are used throughout this portfolio:

REITs

--Real Estate Investment Trust

REMIC

--Real Estate Mortgage Investment Conduit

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

July 31, 2007

Assets:

   

   

Total investments in securities, at value including $27,264,199 of investments in affiliated issuers (Note 5) (identified cost $142,604,895)

$

148,076,424

Income receivable

278,878

Receivable for investments sold

1,843,152

Receivable for shares sold

361,145

Receivable for foreign exchange contracts

15,201


TOTAL ASSETS

150,574,800


Liabilities:

Payable for investments purchased

$

1,693,961

Payable for shares redeemed

152,712

Payable for Directors’/Trustees’ fees

1,444

Payable for daily variation margin

4,172

Payable for distribution services fee (Note 5)

9,999

Payable for shareholder services fee (Note 5)

35,732

Accrued expenses

82,886


TOTAL LIABILITIES

1,980,906


Net assets for 10,802,197 shares outstanding

$

148,593,894


Net Assets Consist of:

Paid-in capital

$

133,840,838

Net unrealized appreciation of investments, futures contracts and translation of assets and liabilities in foreign currency

5,446,394

Accumulated net realized gain on investments, futures contracts and foreign currency transactions

8,152,511

Undistributed net investment income

1,154,151


TOTAL NET ASSETS

$

148,593,894


Net Asset Value, Offering Price and Redemption Proceeds Per Share

Institutional Shares:

Net asset value per share ($81,633,772 ÷ 5,919,092 shares outstanding),
no par value, unlimited shares authorized

$13.79


Offering price per share

$13.79


Redemption proceeds per share

$13.79


Class A Shares:

Net asset value per share ($51,166,663 ÷ 3,721,814 shares outstanding),
no par value, unlimited shares authorized

$13.75


Offering price per share (100/94.50 of $13.75)1

$14.55


Redemption proceeds per share

$13.75


Class C Shares:

Net asset value per share ($15,775,097 ÷ 1,159,958 shares outstanding),
no par value, unlimited shares authorized

$13.60


Offering price per share

$13.60


Redemption proceeds per share (99.00/100 of $13.60)1

$13.46


Class K Shares:

Net asset value per share ($18,362 ÷ 1,333 shares outstanding),
no par value, unlimited shares authorized

$13.77


Offering price per share

$13.77


Redemption proceeds per share

$13.77


1 See What Do Shares Cost? in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended July 31, 2007

Investment Income:

Dividends (including $565,630 received from affiliated issuers (Note 5) and net foreign taxes withheld of $563)

$

1,909,242

Interest

1,749,383

Investment income allocated from affiliated partnership (Note 5)

34,199


TOTAL INCOME

3,692,824


Expenses:

Investment adviser fee (Note 5)

$

968,548

Administrative personnel and services fee (Note 5)

258,593

Custodian fees

40,700

Transfer and dividend disbursing agent fees and expenses

108,638

Transfer and dividend disbursing agent recordkeeping fees--Institutional Shares

131

Transfer and dividend disbursing agent recordkeeping fees--
Class A Shares

8,945

Transfer and dividend disbursing agent recordkeeping fees--
Class C Shares

4,847

Transfer and dividend disbursing agent recordkeeping fees--
Class K Shares

11

Auditing fees

17,448

Legal fees

7,143

Portfolio accounting fees

95,041

Distribution services fee--Class A Shares (Note 5)

18,948

Distribution services fee--Class C Shares (Note 5)

86,808

Distribution services fee--Class K Shares (Note 5)

22

Shareholder services fee--Class A Shares (Note 5)

76,333

Shareholder services fee--Class C Shares (Note 5)

20,868

Share registration costs

97,177

Printing and postage

50,784

Insurance premiums

8,572

Miscellaneous

8,812

EXPENSES BEFORE ALLOCATION

1,878,369


Expenses allocated from affiliated partnership

278


TOTAL EXPENSES

1,878,647


Waivers and Reimbursement:

Waiver/reimbursement of investment adviser fee (Note 5)

$

(96,420

)

Waiver of administrative personnel and services fee (Note 5)

(85,184

)

Waiver of transfer and dividend disbursing agent fees and expenses

(4,786

)

Reimbursement of transfer and dividend disbursing agent recordkeeping fees--Institutional Shares (Note 5)

(18

)

Reimbursement of transfer and dividend disbursing agent recordkeeping fees--Class A Shares (Note 5)

(8,444

)

Reimbursement of transfer and dividend disbursing agent recordkeeping fees--Class C Shares (Note 5)

(4,032

)


TOTAL WAIVERS AND REIMBURSEMENT

(198,884

)


Net expenses

1,679,763


Net investment income

2,013,061


Realized and Unrealized Gain on Investments, Futures Contracts and Foreign Currency Transactions:

Net realized gain on investments and foreign currency transactions

8,446,655

Net realized gain on futures contracts

98,773

Net realized gain and foreign currency transactions allocated from affiliated partnership

27,060

Net change in unrealized appreciation of investments, and translation of assets and liabilities in foreign currency transactions

786,434

Net change in unrealized depreciation of futures contracts

(40,336

)


Net realized and unrealized gain on investments, futures contracts and foreign currency transactions

9,318,586


Change in net assets resulting from operations

$

11,331,647


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

Year Ended July 31

2007

2006


Increase (Decrease) in Net Assets

Operations:

Net investment income

$

2,013,061

$

1,362,405

Net realized gain on investments including allocations from partnership and futures contracts

8,572,488

6,686,253

Net change in unrealized appreciation/depreciation of investments, futures contracts and translation of assets and liabilities in foreign currency

746,098

(3,917,876

)


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

11,331,647

4,130,782


Distributions to Shareholders:

Distributions from net investment income

Institutional Shares

(966,746

)

(964,275

)

Class A Shares

(418,667

)

(12

)

Class C Shares

(75,923

)

(11

)

Class K Shares

(1

)

--

Distributions from net realized gain on investments, futures contracts and foreign currency transactions

Institutional Shares

(3,727,211

)

(4,964,729

)

Class A Shares

(1,712,874

)

(68

)

Class C Shares

(451,805

)

(68

)

Class K Shares

(4

)

--


CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS

(7,353,231

)

(5,929,163

)


Share Transactions:

Proceeds from sale of shares

84,031,582

13,083,737

Net asset value of shares issued to shareholders in payment of distributions declared

7,010,766

5,924,802

Cost of shares redeemed

(26,053,811

)

(6,910,472

)

Redemption fees1

7,476

191


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

64,996,013

12,098,258


Change in net assets

68,974,429

10,299,877


Net Assets:

Beginning of period

79,619,465

69,319,588


End of period (including undistributed net investment income of $1,154,151 and $695,231, respectively)

$

148,593,894

$

79,619,465


1 Redemption fees in 2006 have been reclassified to permit comparison.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

July 31, 2007

1. ORGANIZATION

Federated MDT Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of eight portfolios. The financial statements included herein are only those of Federated MDT Balanced Fund (the “Fund”), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held. Each portfolio pays its own expenses. The Fund offers four classes of shares: Institutional Shares, Class A Shares, Class C Shares and Class K Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. The financial highlights of the Institutional Shares are presented separately. The primary investment objective of the Fund is long-term growth through capital appreciation and current income.

MDT Balanced Fund (the “Predecessor Fund”) was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. The Fund is the successor to the Predecessor Fund, which commenced offering Class A Shares and Class C Shares on September 15, 2005.

The Fund commenced offering Class K Shares on December 12, 2006.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund’s portfolio securities are determined as follows:

  • for equity securities including Exchange Traded Funds, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available;
  • in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;
  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the “Trustees”) may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • prices for total return swaps are based upon a valuation model determined by management incorporating underlying reference indexes, interest rates, yield curves and other market data or factors; prices for credit default swaps are furnished by an independent pricing service and are based upon a valuation model incorporating default probabilities, recovery rates and other market data or factors; prices for interest rate swaps are furnished by an independent pricing service and are based upon a valuation model incorporating interest rates, yield curves and other market data or factors;
  • for mortgage-backed securities, based on the aggregate investment value of the projected cash flows to be generated by the security, as furnished by an independent pricing service;
  • for investments in other open-end registered investment companies, based on net asset value (NAV);
  • for other fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices (other than prices of mortgage-backed securities) are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities, except that prices for corporate fixed-income and asset-backed securities traded in the United States are generally intended to be indicative of the mean between such bid prices and asked prices. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities using the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates are generally determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation is done by others under the direction of Fund management. An event is considered material if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (SEC), the Fund may invest in portfolios of Federated Core Trust, (Core Trust) which is managed by Federated Investment Management Company, the Fund’s adviser. Core Trust is an open-end management company, registered under the Act, available only to registered investment companies and other institutional investors. The investment objective of High Yield Bond Portfolio, a series of Core Trust, is to seek high current income by investing primarily in a diversified portfolio of lower rated fixed-income securities. The investment objective of Federated Mortgage Core Portfolio, a series of Core Trust, is to achieve total return on assets. Federated receives no advisory or administrative fees on behalf of Core Trust. Income distributions from Core Trust are declared daily and paid monthly, and are recorded by the Fund as dividend income. Capital gain distributions, if any, from Core Trust are declared and paid annually, and are recorded by the Fund as capital gains. The performance of the Fund is directly affected by the performance of the Core Trust. A copy of the Core Trust’s financial statements is available on the EDGAR Database on the SEC’s website at www.sec.gov, at the Commission’s public reference room in Washington, DC or upon request from the Fund by calling 1-800-341-7400.

The Fund may also invest in portfolios of Federated Core Trust II (Core Trust II), pursuant to a separate Exemptive Order issued by the SEC. Core Trust II is independently managed by Federated Investment Counseling. Core Trust II is a limited partnership established under the laws of the state of Delaware, on November 13, 2000, registered under the Act, and offered only to registered investment companies and other accredited investors. The investment objective of Emerging Markets Fixed Income Core Fund (EMCORE), a series of Core Trust II, is to achieve total return on assets. Federated receives no advisory or administrative fees on behalf of the Core Trust II. The Fund records daily its proportionate share of income, expenses, unrealized gains and losses from EMCORE. The performance of the Fund is directly affected by the performance of the portfolio. A copy of EMCORE’s financial statements is available on the EDGAR Database on the SEC’s website at www.sec.gov, at the Commission’s public reference room in Washington, DC or upon request from the Fund by calling 1-800-341-7400.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund’s custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund’s adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date. Inflation/deflation adjustments on Treasury Inflation-Protected Securities are included in interest income. Distributions of net investment income are declared and paid annually. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each class may bear distribution services fees, shareholder services fees and certain transfer and dividend disbursing agent fees unique to those classes. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization/Paydown Gains and Losses

All premiums and discounts on fixed-income securities, other than mortgage-backed securities, are amortized/accreted for financial statement purposes. Gains and losses realized on principal payment of mortgage-backed securities (paydown gains and losses) are classified as part of investment income.

Federal Taxes

It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

Withholding taxes and where appropriate, deferred withholding taxes on foreign interest, dividends and capital gains have been provided for in accordance with the applicable country’s tax rules and rates.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Futures Contracts

The Fund purchases and sells financial futures contracts to manage cashflows, enhance yield and to potentially reduce transaction costs. Upon entering into a financial futures contract with a broker, the Fund is required to deposit in a segregated account a specified amount of cash or U.S. government securities. Futures contracts are valued daily and unrealized gains or losses are recorded in a “variation margin” account. Daily, the Fund receives from or pays to the broker a specified amount of cash based upon changes in the variation margin account. When a contract is closed, the Fund recognizes a realized gain or loss. Futures contracts have market risks, including the risk that the change in the value of the contract may not correlate with the changes in the value of the underlying securities. For the year ended July 31, 2007, the Fund had net realized gains on futures contracts of $98,773.

Futures contracts outstanding at period end are listed after the Fund’s portfolio of investments.

Foreign Exchange Contracts

The Fund may enter into foreign exchange contracts for the delayed delivery of securities or foreign currency exchange transactions. The Fund may enter into foreign exchange contracts to protect assets against adverse changes in foreign currency exchange rates or exchange control regulations. Purchased contracts are used to acquire exposure to foreign currencies, whereas, contracts to sell are used to hedge the Fund’s securities against currency fluctuations. Risks may arise upon entering into these transactions from the potential inability of counterparties to meet the terms of their commitments and from unanticipated movements in security prices or foreign exchange rates. The foreign exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized until the settlement date.

Foreign exchange contracts outstanding at period end are listed after the Fund’s portfolio of investments.

Foreign Currency Translation

The accounting records of the Fund are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies (FCs) are translated into U.S. dollars based on the rates of exchange of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expenses are translated at the rate of exchange quoted on the respective date that such transactions are recorded. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, sales of FCs, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate.

Restricted Securities

Restricted securities are securities that either: (a) cannot be offered for public sale without first being registered, or being able to take advantage of an exemption from registration, under the Securities Act of 1933; or (b) are subject to contractual restrictions on public sales. In some cases, when a security cannot be offered for public sale without first being registered, the issuer of the restricted security has agreed to register such securities for resale, at the issuer’s expense, either upon demand by the Fund or in connection with another registered offering of the securities. Many such restricted securities may be resold in the secondary market in transactions exempt from registration. Restricted securities may be determined to be liquid under criteria established by the Fund’s Trustees. The Fund will not incur any registration costs upon such resales. The Fund’s restricted securities are valued at the price provided by dealers in the secondary market or, if no market prices are available, at the fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:

Year Ended
7/31/2007

Year Ended
7/31/2006


Institutional Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

603,137

$

8,390,088

533,396

$

7,149,815

Shares issued to shareholders in payment of distributions declared

346,321


4,668,405

457,148


5,924,643

Shares redeemed

   

(604,149

)

(8,303,830

)

(513,140

)

(6,866,506

)

Redemption fees

--

4,965

--

--


NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

345,309

$

4,759,628

477,404

  $

6,207,952



   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class A Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

4,589,586

$

62,628,792

149,529

$

1,973,518

Shares issued to shareholders in payment of distributions declared

144,782



1,948,759

6


80

Shares redeemed

(1,161,046

)

(16,085,114

)

(1,043

)

(13,564

)

Redemption fees

--

1,978

--

76


NET CHANGE RESULTING FROM
CLASS A SHARE TRANSACTIONS

3,573,322

$

48,494,415

148,492

  $

1,960,110


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061



Class C Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

954,270

$

12,994,037

300,157

$

3,960,404

Shares issued to shareholders in payment of distributions declared

29,439




393,602

6




79

Shares redeemed

(121,568

)

(1,664,768

)

(2,346

)

(30,402

)

Redemption fees

--

533

--

115


NET CHANGE RESULTING FROM
CLASS C SHARE TRANSACTIONS

862,141

$

11,723,404

297,817

    $

3,930,196


   

Period Ended
7/31/20072

   

Year Ended
7/31/2006



Class K Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

1,340

$

18,665

--

$

--

Shares redeemed

(7

)

(99

)

--

--


NET CHANGE RESULTING FROM
CLASS K SHARE TRANSACTIONS

1,333

$

18,566

--

    $

--


NET CHANGE RESULTING FROM
SHARE TRANSACTIONS

4,782,105

    $

64,996,013

923,713

    $

12,098,258


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

2 Reflects operations for the period from December 12, 2006 (date of initial public investment) to July 31, 2007.

Redemption Fees

Prior to December 11, 2006, the Fund imposed a 2.00% redemption fee to shareholders of the Fund’s Institutional Shares, Class A Shares and Class C Shares who redeem shares held for 30 days or less. Shares acquired by reinvestment of dividends or distributions of the Fund, or purchased pursuant to the Systematic Investment Program or withdrawn pursuant to the Systematic Withdrawal Program, were not subject to the redemption fee. All redemption fees were recorded by the Fund as additions to paid-in-capital.

4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to differing treatments for REITS and partnership income.

For the year ended July 31, 2007, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)


Paid-In Capital

Undistributed
Net Investment
Income

Accumulated
Net Realized
Gains


$365

$(92,804)

$92,439


Net investment income (loss), net realized gains (losses), and net assets were not affected by this reclassification.

The tax character of distributions as reported on the Statement of Changes in Net Assets for the years ended July 31, 2007 and 2006, was as follows:

   

2007

   

2006


Ordinary income1

$3,667,344

$2,863,368


Long-term capital gains

$3,685,887

$3,065,795


1 For tax purposes short-term capital gain distributions are considered ordinary income distributions.

As of July 31, 2007, the components of distributable earnings on a tax basis were as follows:


Undistributed ordinary income

$

5,960,881


Undistributed long-term capital gain

   

$

3,380,432


Net unrealized appreciation

$

5,411,743


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to differing treatments for the deferral of losses on wash sales, deferral of paydowns and REIT adjustments and partnership investments.

At July 31, 2007, the cost of investments for federal tax purposes was $142,664,681. The net unrealized appreciation of investments for federal tax purposes was $5,411,743. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $9,766,020 and net unrealized depreciation from investments for those securities having an excess of cost over value of $4,354,277.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated MDTA LLC is the Fund’s investment adviser (the “Adviser”). The advisory agreement between the Fund and Adviser provides for an annual fee equal to 0.75% of the Fund’s average daily net assets. Under the investment advisory contract, which is subject to annual review by the Trustees, the Adviser will waive all or a portion of the advisory fee and/or reimburse certain operating expenses (excluding interest, taxes and brokerage commissions) in order to contractually limit the Fund’s aggregate annual operating expenses to no more than the following annual percentages for certain Classes of the Fund based on average daily net assets:

Share Class

Percentage of Average Daily
Net Assets of Class


Institutional Shares

1.25%


Class A Shares

1.50%


Class C Shares

2.25%


The Adviser has agreed to keep these contractual limitations in place through December 8, 2008.

In addition, after fulfilling its contractual commitment, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. For the year ended July 31, 2007, the Adviser waived $95,564 of its fee. An affiliate of the Adviser reimbursed $12,494 of transfer and dividend disbursing agent recordkeeping fees.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement (the “Agreement”), provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:

Administrative Fee

Average Aggregate Daily Net Assets
of the Federated Funds


0.150%

on the first $5 billion


0.125%

on the next $5 billion


0.100%

on the next $10 billion


0.075%

on assets in excess of $20 billion


The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. During the period from July 15, 2006 through December 8, 2006, the administrator contractually agreed to waive a portion of its fee which it would otherwise be entitled to receive from the Fund under the Agreement. The level of fees payable by the Fund to FAS for the period will not exceed the level of fees which the Fund would have paid during the period to its previous service provider under its previous administrative services contract. In addition, FAS may voluntarily choose to waive any portion of its fee. For the year ended July 31, 2007, the net fee paid to FAS was 0.134% of average daily net assets of the Fund. FAS waived $85,184 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act, which became effective December 11, 2006. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund’s Class A Shares, Class C Shares and Class K Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses of up to the following percentages of average daily net assets annually, to compensate FSC:


Share Class

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

0.75%


Class K Shares

0.50%


Prior to December 11, 2006, the Fund incurred distribution expenses according to the following schedule annually, to compensate FSC:


Share Class

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

1.00%


When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended July 31, 2007, FSC retained $74,254 of fees paid by the Fund.

Sales Charges

For the year ended July 31, 2007, FSC retained $36,549 in sales charges from the sale of Class A Shares. FSC also retained $4,565 of contingent deferred sales charges relating to redemptions of Class C Shares. See “What Do Shares Cost?” in the Prospectus.

Shareholder Services Fee

Effective December 11, 2006, the Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund’s Class A Shares and Class C Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. FSSC may voluntarily reimburse the Fund for shareholder services fees and/or other operating expenses of the Fund. For the year ended July 31, 2007, FSSC did not receive any fees paid by the Fund.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses so that the total operating expenses (including the distribution (12b-1) fee) paid by the Fund’s Institutional Shares, Class A Shares, Class C Shares and Class K Shares (after the voluntary waivers and reimbursements) will not exceed 1.15%, 1.40%, 2.15% and 1.90%, respectively, for the fiscal year ending July 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after September 30, 2008.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

Transactions with Affiliated Companies

Affiliated holdings are mutual funds which are managed by the Adviser or an affiliate of the Adviser. The Adviser has agreed to reimburse the Fund for certain investment adviser fees as a result of transactions in other affiliated mutual funds. For the year ended July 31, 2007, the Adviser reimbursed $856 in connection with the affiliated mutual funds listed below. Transactions with affiliated companies during the year ended July 31, 2007 are as follows:

Affiliates

  

Balance of
Shares Held
7/31/2006

  

Purchases/
Additions

  

Sales/
Reductions

  

Balance of
Shares Held
7/31/2007

  

Value

  

Dividend
Income/
Allocated
Investment
Income


Emerging Markets Fixed-Income Core Fund

--

42,893

13,670

29,223

$

621,983

$

34,199


Federated Mortgage Core Portfolio

--

1,720,828

--

1,720,828

$

16,709,234

$

420,748


High Yield Bond Portfolio

--

336,781

72,258

264,523

$

1,745,851

$

87,837


Prime Value Obligations Fund, Institutional Shares

--

13,260,871

5,073,740

8,187,131

$

8,187,131

$

57,045


TOTAL OF AFFILIATED TRANSACTIONS

--

15,361,373

5,159,668

10,201,705

$

27,264,199

$

599,829


6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the year ended July 31, 2007, were as follows:


Purchases

$

246,671,433


Sales

$

187,623,125


7. LINE OF CREDIT

The Fund participates in a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the Fund did not utilize the LOC.

8. INTERFUND LENDING

Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other funds advised by subsidiaries of Federated Investors, Inc., may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from other participating affiliated funds. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the program was not utilized.

9. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, “Federated”), along with various investment companies sponsored by Federated (“Funds”) were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated’s first public announcement that it had received requests for information on shareholder trading activities in the Funds from the SEC, the Office of the New York State Attorney General (“NYAG”), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as late as a fund’s last NAV calculation in the first required financial statement reporting period. As a result, the Fund will adopt FIN 48 no later than January 31, 2008. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund’s financial statement disclosures.

11. FEDERAL TAX INFORMATION (UNAUDITED)

For the year ended July 31, 2007, the amount of long-term capital gains designated by the Fund was $3,685,887.

For the fiscal year ended July 31, 2007, 20.35% of total income (including short-term capital gain) distributions made by the Fund are qualifying dividends which may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Act of 2003. Complete information is reported in conjunction with the reporting of your distributions on Form 1099-DIV.

Of the ordinary income (including short-term capital gain) distributions made by the Fund during the year ended July 31, 2007, 18.35% qualify for the dividend received deduction available to corporate shareholders.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF FEDERATED MDT SERIES AND SHAREHOLDERS OF FEDERATED MDT BALANCED FUND

We have audited the accompanying statement of assets and liabilities of Federated MDT Balanced Fund (the “Fund”) (one of the portfolios constituting Federated MDT Series), including the portfolio of investments, as of July 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein for the years ended July 31, 2007, 2006 and 2003. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for each of the two years in the period ended July 31, 2005 were audited by another independent registered public accounting firm whose report, dated September 19, 2005 expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated MDT Balanced Fund, a portfolio of Federated MDT Series, at July 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein for the years ended July 31 2007, 2006 and 2003, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Boston, Massachusetts
September 19, 2007

Board of Trustees and Trust Officers

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Trust comprised eight portfolios, and the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund’s Statement of Additional Information includes additional information about Trust Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex’s Executive Committee.

Previous Positions: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: August 2006

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for interested status: John F. Donahue is the father of J. Christopher Donahue; both are interested due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is interested because his son-in-law is employed by the Funds principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children’s Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant.

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Thomas M. ONeill
Birth Date: June 14, 1951
95 Standish Street
P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting).

Other Directorships Held: Director, Midway Pacific (lumber); Board of Overseers, Children’s Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Previous Positions: Public Relations/Marketing Consultant/Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College.

Other Directorships Held: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation.


OFFICERS


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
SECRETARY
Began serving: August 2006

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.


Richard A. Novak
Birth Date: December 25, 1963
TREASURER
Began serving: August 2006

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Previous Positions: Controller of Federated Investors, Inc.; Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.


Brian P. Bouda
Birth Date: February 28, 1947
SENIOR VICE PRESIDENT AND
CHIEF COMPLIANCE OFFICER
Began serving: August 2006

Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.


Evaluation and Approval of Advisory Contract

FEDERATED MDT BALANCED FUND (THE FUND)

The Fund’s Board reviewed the Fund’s investment advisory contract at meetings held in May 2007. The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

In this connection, the Federated funds had previously appointed a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated fund. The Senior Officer has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below. The Board considered that evaluation, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with and considered judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser’s fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser’s cost of providing the services; the extent to which the Adviser may realize “economies of scale” as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser’s services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for what might be viewed as like services, and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise and accompany the Senior Officer’s evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board’s formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board also received information on particular matters as the need arose. Thus, the Board’s consideration of the advisory contract included review of the Senior Officer’s evaluation, accompanying data and additional reports covering such matters as: the Adviser’s investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or “peer group” funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund’s investment objectives; the Fund’s expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund’s portfolio securities (if any); and the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates. The Board also considered the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund’s relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The Board’s evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund’s performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund’s investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund’s ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund’s investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser’s investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated’s fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, using data supplied by independent fund ranking organizations, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups are highly important in judging the reasonableness of proposed fees.

For the periods ending December 31, 2006, the Fund’s performance for the three year period was above the median of the relevant peer group, and the Fund’s performance fell below the median of the relevant peer group for the one year period. The Board discussed the Fund’s performance with the Adviser and recognized the efforts being undertaken by the Adviser. The Board will continue to monitor these efforts and the performance of the Fund.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated’s subsidiaries for providing other services to the Federated funds under separate contracts (e.g., for serving as the Federated funds’ administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades. In addition, the Board considered the fact that, in order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have disclosed to fund investors and/or indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs (and the unavoidable arbitrary aspects of that exercise) and the lack of consensus on how to allocate those costs may render such allocation reports unreliable. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board and the Senior Officer also reviewed a report compiled by Federated comparing profitability information for Federated to other publicly held fund management companies. In this regard, the Senior Officer noted the limited availability of such information, but nonetheless concluded that Federated’s profit margins did not appear to be excessive and the Board agreed.

The Senior Officer’s evaluation also discussed the notion of possible realization of “economies of scale” as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in areas such as personnel and processes for the portfolio management, compliance, and risk management functions; distribution efforts; and systems technology; that support all of the Federated funds, and that the benefits of these efforts (as well as any economies, should they exist) were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which (as discussed in independently prepared materials included in the Senior Officer’s evaluation) is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with “breakpoints” that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated’s fund advisory services at this time.

For the Fund’s most recently completed fiscal year, the Fund’s investment advisory fee after waivers and expense reimbursements, if any, was below the median of the relevant peer group. The Board reviewed the fees and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive.

The Senior Officer’s evaluation noted his belief that the information and observations contained in his evaluation supported his finding that the proposed management fees are reasonable, and that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. Under these circumstances, no changes were recommended to, and no objection was raised to the continuation of the Fund’s advisory contract. For 2006, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser’s industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board’s approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were necessarily relevant to the Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board’s decision to approve the contract reflects its determination that Federated’s performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from Federated’s website at FederatedInvestors.com. To access this information from the “Products” section of the website, click on the “Prospectuses and Regulatory Reports” link under “Related Information”, then select the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Prospectuses and Regulatory Reports” link. Form N-PX filings are also available at the SEC’s website at www.sec.gov.

Quarterly Portfolio Schedule

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the “Products” section of Federated’s website at FederatedInvestors.com by clicking on “Portfolio Holdings” under “Related Information,” then selecting the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page click, on the “Portfolio Holdings” link.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund’s prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

Federated Investors
World-Class Investment Manager

Federated MDT Balanced Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R841
Cusip 31421R833
Cusip 31421R692

37326 (9/07)

Federated is a registered mark of Federated Investors, Inc.
2007 ©Federated Investors, Inc.

 

Federated Investors
World-Class Investment Manager

Federated MDT Balanced Fund

A Portfolio of Federated MDT Series



ANNUAL SHAREHOLDER REPORT

July 31, 2007

Institutional Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLES
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND FUND OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Not FDIC Insured * May Lose Value * No Bank Guarantee

Financial Highlights

(For a Share Outstanding Throughout Each Period)


Year Ended July 31,

Period
Ended

   
    
  2007 1,2 2006 2 2005 2 2004 2  
7/31/2003
2,3

Net Asset Value, Beginning of Period

$13.23

$13.60

$12.82

$11.36

$10.00

Income From Investment Operations:

Net investment income

0.24

4

0.24

4

0.20

0.13

0.13

Net realized and unrealized gain on investments, futures contracts and foreign currency transactions

1.14

0.50

1.87

1.61

1.28


TOTAL FROM INVESTMENT OPERATIONS

1.38

0.74

2.07

1.74

1.41


Less Distributions:

Distributions from net investment income

(0.17

)

(0.18

)

(0.15

)

(0.15

)

(0.05

)

Distributions from net realized gain on investments, futures contracts and foreign currency transactions

(0.65

)

(0.93

)

(1.14

)

(0.13

)

(0.00

)5


TOTAL DISTRIBUTIONS

(0.82

)

(1.11

)

(1.29

)

(0.28

)

(0.05

)


Net Asset Value, End of Period

$13.79

$13.23

$13.60

$12.82

$11.36


Total Return6

10.61

%

5.62

%

16.81

%

15.37

%

14.18

%


 

Ratios to Average Net Assets:


Net expenses

1.14

%

1.25

%

1.19

%

1.17

%

1.47

%7


Net investment income

1.74

%

1.82

%

1.54

%

1.03

%

1.50

%7


Expense waiver/reimbursement8

0.17

%

0.14

%

--

--

--


Supplemental Data:


Net assets, end of period (000 omitted)

$81,634

$73,747

$69,320

$53,815

$41,474


Portfolio turnover

174

%

139

%

127

%

78

%

124

%


1 MDT Balanced Fund (the Predecessor Fund) was reorganized into Federated MDT Balanced Fund (the Fund) as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 The years ended July 31, 2007 and July 31, 2006 and the period ended July 31, 2003 were audited by Ernst & Young LLP. The years ended July 31, 2005 and 2004 were audited by another independent registered public accounting firm.

3 Reflects operations for the period from October 1, 2002 (date of initial public investment) to July 31, 2003.

4 Per share numbers have been calculated using the average shares method.

5 Represents less than $0.01.

6 Based on net asset value, which does not reflect sales charge, redemption fee, or contingent deferred sales charge, if applicable. Total returns for periods of less than one year are not annualized.

7 Computed on an annualized basis.

8 This expense decrease is reflected in both the net expense and the net investment income ratios shown above.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2007 to July 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

   

Beginning
Account Value
2/1/2007

   

Ending
Account Value
7/31/2007

   

Expenses Paid
During Period1


Actual

$1,000

$1,014.00

$5.69


Hypothetical (assuming a 5% return
before expenses)

$1,000

$1,019.14

$5.71


1 Expenses are equal to the Funds annualized net expense ratio of 1.14%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Management’s Discussion of Fund Performance

For the reporting period ending July 31, 2007 the fund’s Institutional Shares produced total returns of 10.61%, at net asset value.1 The Standard & Poor’s 500 Index2 and the Lehman Brothers Aggregate Bond Index3 returned 16.13% and 5.58%, respectively, while the Lipper Balanced Fund Index returned 12.90%.4

1 The fund is the successor to the MDT Balanced Fund pursuant to a reorganization that took place on December 8, 2006. Prior to that date, the fund had no investment operations. Accordingly, the performance information provided is historical information of the MDT Balanced Fund.

2 The Standard & Poors 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.

3 The Lehman Brother Aggregate Bond Index is an unmanaged index composed of securities from the Lehman Brothers Government/Corporate Bond Index, Mortgage-Backed Securities Index and the Asset-Backed Securities Index. Total return comprises price appreciation/depreciation and income as a percentage of the original investment. Indices are rebalanced monthly by market capitalization.

4 The Lipper Balanced Fund Index represents the total returns of the funds in the indicated category, as defined by Lipper, Inc.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

MARKET OVERVIEW

Over the twelve month reporting period ended July 31, 2007, domestic equity markets enjoyed a positive, if somewhat rocky, performance highlighted by a sudden decline in late February and another decline as the reporting period ended in July. The Russell 3000 Index,5 which represents the performance of the 3000 largest U.S. companies by market capitalization, finished the period up a solid 16.08%. Mid-cap stocks lead the way as demonstrated by the 18.93% return on the Russell Midcap® Index,6 which exceeded the 15.48% and 12.12% results for the Russell Top 200® Index7 and the Russell 2000® Index,8 respectively. Growth stocks outperformed value stocks by a wide margin during the year with the Russell 3000® Growth Index9 returning 19.24% as compared to 12.97% for the Russell 3000 Value® Index.10

The best performing sectors during the reporting period in the Russell 3000® were Materials (up 35.67%), Telecommunication Services (up 30.35%) and Information Technology (up 29.43%). Underperforming sectors included Financials (up just 2.11%, negatively influenced by a disruption in credit markets late in the reporting period), Health Care (up 8.23%) and Consumer Staples (up 11.12%).

5 The Russell 3000® Index offers investors access to the broad U.S. equity universe representing approximately 98% of the U.S. market. The Russell 3000 is constructed to provide a comprehensive, unbiased, and stable barometer of the broad market and is completely reconstituted annually to ensure new and growing equities are reflected.

6 The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 31% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments can not be made directly in an index.

7 Russell Top 200® Index measures the performance of the 200 largest companies in the Russell 1000 Index, which represents approximately 69% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments can not be made directly in an index.

8 The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index. The index is unmanaged and investments can not be made directly in an index.

9 The Russell 3000® Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000 Growth or the Russell 2000 Growth indexes. The index is unmanaged and investments can not be made directly in an index.

10 The Russell 3000® Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000 Value or the Russell 2000 Value indexes. The index is unmanaged and investments can not be made directly in an index.

Real Estate Investment Trust (“REIT”) performance suffered late in the period as a combination of profit taking within the sector and uncertainty regarding the availability of credit -- a key ingredient to the merger and acquisition activity that has fueled property valuations -- led to a significant decline. The S&P REIT Index11 finished the period up 0.99%.

International equities outperformed the domestic market, benefiting from strong international economic growth and a general decline in the U.S. dollar relative to other currencies. Developed markets, as represented by the MSCI EAFE Index,12 performed well returning 23.91%, while emerging market returns were even better with the MSCI Emerging Markets Free Index13 up 50.26%.

In the bond market, volatility picked up considerably despite the Federal Reserve Board leaving interest rates unchanged. There has been a bit of a tug of war as the subprime-lending scare and worries of a credit crunch depressed U.S. interest rates. On the other hand, concerns about inflation and strong global economic growth and higher interest rates abroad put upward pressure on interest rates. There is considerable uncertainty as to the extent to which the troubles in the housing market will bleed over into other parts of the economy thus slowing the prospects for economic growth. Short-term interest rates were flat over the past 12 months while intermediate and longer-term rates fell modestly. The average yield of the Lehman Aggregate stood at 5.57% on July 31, 2007, virtually unchanged from 12 months earlier at 5.61%.

11 The S&P REIT Index tracks the market performance of U.S. Real Estate Investment Trusts, known as REITs. It consists of 100 REITs chosen for their liquidity and importance in representing a diversified real estate portfolio.

12 The MSCI EAFE Index measures international equity performance. It comprises 21 MSCI country indices, representing the developed markets outside of North America.

13 The MSCI Emerging Markets Free Index is an unmanaged index reflecting approximately 60% of the market capitalization, by industry, in each of 26 emerging market countries.

ASSET ALLOCATION

During the reporting period, equity investments accounted for an average of approximately 63% of the portfolio while fixed income and cash averaged 37%. Within the equity allocation, investments in REITs hurt relative results as the sector underperformed the broader equity market, while the allocation to international equities helped results as these investments outperformed the domestic markets.14 Fixed income performance trailed the equity allocation’s results, but provided a valuable element of stability during the equity market’s volatility late in the period.15

Equities

Domestic equity investments, which are managed under our proprietary Optimum Q -- All Cap Core Strategy, underperformed their benchmark, the Russell 3000 Index. Investments in the Energy sector provided the most significant positive contribution to relative performance. The most significant negative contributors to relative performance were an overweight to the Financial sector, which underperformed, and an underweight to companies in the Telecommunication Services sector, which outperformed.

International investments slightly underperformed the MSCI EAFE Index overall, largely because the allocation to this category was increased towards the second half of the period when performance was not quite as strong. A new allocation to emerging market equities late in the period contributed positively to relative performance.

REIT investments did well relative to the S&P REIT Index, but trailed the broader market as the sector underperformed. The allocation to REITS was reduced beginning in late February as support for the sector was clearly deteriorating and uncertainty in credit markets was hurting valuations. The allocation was ultimately cut to slightly more than 2% of the portfolio, the smallest in the history of the fund. This change was fortuitous as REIT valuations declined significantly through the end of the period.

14 International investing involves special risks including currency risk, increased volatility of foreign securities, political risks, and differences in auditing and other financial standards. Prices of emerging markets securities can be significantly more volatile than the prices of securities in developed countries.

15 Bond prices are sensitive to changes in interest rates and a rise in interest rates can cause a decline in their prices.

Fixed Income

The bond portion of the fund underperformed its benchmark (the Lehman Aggregate), however evaluating fixed income results in isolation can be misleading since this allocation is managed in the context of the broader fund. For example, fixed income performance was hurt by a short duration position (reduced exposure to interest rate risk) during the latter part of 2006. At this time the fund’s investments in financial stocks, which can carry significant interest rate exposure, rallied strongly. By reducing the interest rate exposure in the portfolio’s bond investments, we were comfortable maintaining a significant position in financials and the fund’s overall performance benefited. Through the first seven months of 2007 we managed the bond portion of the fund more traditionally and it has modestly outperformed its benchmark with security selection and duration positioning in particular contributing positively to relative performance.16

16 Duration is a measure of a securitys price sensitivity to changes in interest rates. Securities with longer durations are more sensitive to changes in interest rates than securities of shorter durations.

GROWTH OF A $25,000 INVESTMENT -- INSTITUTIONAL SHARES

The graph below illustrates the hypothetical investment of $25,0001 in the Federated MDT Balanced Fund (Institutional Shares) (the “Fund”) from October 1, 2002 (start of performance) to July 31, 2007, compared to the Standard and Poor’s 500 Index (S&P 500),2 the Lipper Balanced Fund Index (LBFI)3 and the Lehman Brothers Aggregate Bond Index (LBAB).2

Average Total Returns for the Period Ended 7/31/2007


1 Year

10.61%


Start of Performance (10/1/2002)

12.90%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 The Funds performance assumes the reinvestment of all dividends and distributions. The S&P 500, LBAB and the LBFI have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The S&P 500 and the LBAB are not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Funds performance. The indexes are unmanaged and, unlike the Fund, are not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling in the respective categories indicated. Lipper figures do not reflect sales charges.

Portfolio of Investments Summary Tables

At July 31, 2007, the Fund’s portfolio composition1 was as follows:


Security Type

Percentage of
Total Net Assets


Domestic Equity

50.2%


Foreign Stock ETF

14.3%


Mortgage-Backed Securities

10.0%


Corporate Debt Securities

8.1%


U.S. Treasury and Agency Securities2

5.2%


International Equity

2.6%


Collateralized Mortgage Obligations

2.4%


Asset-Backed Securities

1.1%


Foreign Debt Securities

1.1%


Adjustable Rate Mortgage Securities

0.7%


Cash Equivalents3

8.4%


Other Assets and Liabilities--Net4

(4.1)%


TOTAL

100.0%


1 See the Funds Prospectus for a description of the principal types of securities in which the Fund invests. As of the date specified above, the Fund owned shares of one or more affiliated investment companies. For purposes of these tables, the affiliated investment company (other than an affiliated money market fund) is not treated as a single portfolio security, but rather the Fund is treated as owning a pro rata portion of each security and each other asset and liability owned by the affiliated investment company. Accordingly, the percentages of total net assets shown in the table will differ from those presented on the Portfolio of Investments.

2 Also includes $2,318,458 held in U.S. Treasuries pledged as collateral to ensure the Fund is able to satisfy the obligations of its outstanding long futures contracts.

3 Cash Equivalents include any investments in money market mutual funds and/or overnight repurchase agreements.

4 Assets, other than investments in securities, less liabilities.

At July 31, 2007, the Fund’s industry composition5 for its equity securities was as follows:

Industry

Percentage of
Equity Securities


Money Center Bank

7.6%


Regional Bank

5.4%


Multi-Line Insurance

5.3%


Oil Well Supply

5.3%


Internet Services

5.2%


Securities Brokerage

5.2%


Property Liability Insurance

4.6%


Computers - Low End

4.4%


Life Insurance

4.4%


Real Estate Investment Trusts

4.4%


Integrated Domestic Oil

4.3%


Integrated International Oil

4.3%


Building Supply Stores

4.2%


Agricultural Chemicals

3.7%


Financial Services

3.3%


Metal Fabrication

2.4%


Oil Refiner

2.4%


Home Building

1.8%


Railroad

1.8%


Electric Utility

1.7%


Crude Oil & Gas Production

1.2%


Ethical Drugs

1.2%


Diversified Oil

1.1%


Miscellaneous Food Products

1.1%


Offshore Driller

1.1%


Oil Service, Explore & Drill

1.0%


Undesignated Consumer Cyclicals

1.0%


Other6

10.6%


TOTAL

100.0%


5 Industry classifications are based upon, and individual securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS.

6 For purposes of this table, industry classifications which constitute less than 1.0% of the Funds total net assets have been aggregated under the designation Other.

Portfolio of Investments

July 31, 2007

Shares

   

Value


COMMON STOCKS--53.0%

Agricultural Chemicals--2.0%

800

Bunge Ltd.

$

72,488

44,000

Monsanto Co.

2,835,800


TOTAL

2,908,288


Apparel--0.1%

2,700

Guess ?, Inc.

128,223


Auto Original Equipment Manufactures--0.1%

2,200

American Axle & Manufacturing Holdings, Inc.

53,240

600

Johnson Controls, Inc.

67,890

900

Sun Hydraulics Inc.

26,748

1,900

Superior Industries International, Inc.

35,150


TOTAL

183,028


Biotechnology--0.5%

9,100

1

Genentech, Inc.

676,858

1,400

1

Martek Biosciences Corp.

35,868


TOTAL

712,726


Bituminous Coal--0.0%

1,400

Massey Energy Co.

29,890


Book Publishing--0.0%

1,200

1

Scholastic Corp.

38,616


Building Supply Stores--2.2%

66,700

Home Depot, Inc.

2,479,239

27,800

Lowe’s Cos., Inc.

778,678


TOTAL

3,257,917


Cement--0.1%

1,000

Martin Marietta Materials

137,000


Clothing Stores--0.2%

6,100

1

Aeropostale, Inc.

232,288

1,600

1

Hanesbrands Inc.

49,616


TOTAL

281,904


Computer Networking--0.1%

4,500

1

Juniper Networks, Inc.

134,820


Computer Peripherals--0.0%

1,400

1

Hutchinson Technology, Inc.

28,084


Computer Stores--0.1%

6,200

1

Ingram Micro, Inc., Class A

124,310


COMMON STOCKS--continued

Computers - Low End--2.3%

26,300

1

Apple, Inc.

$

3,465,288


Construction Machinery--0.0%

400

Manitowoc, Inc.

31,068


Cosmetics & Toiletries--0.0%

1,100

1

Bare Escentuals, Inc.

31,031


Crude Oil & Gas Production--0.6%

6,800

Apache Corp.

549,712

2,500

1

Bill Barrett Corp.

85,800

1,600

Cimarex Energy Co.

60,560

3,000

Devon Energy Corp.

223,830

600

Pogo Producing Co.

31,956


TOTAL

951,858


Defense Aerospace--0.1%

1,600

Goodrich (B.F.) Co.

100,656


Defense Electronics--0.1%

1,900

1

FLIR Systems, Inc.

82,935

400

1

First Solar, Inc.

45,028


TOTAL

127,963


Discount Department Stores--0.1%

6,000

Foot Locker, Inc.

111,360


Diversified Leisure--0.1%

3,000

Carnival Corp.

132,930


Diversified Oil--0.6%

15,000

Occidental Petroleum Corp.

850,800


Drug Stores--0.1%

1,900

Longs Drug Stores Corp.

91,884


Electric Utility--0.9%

7,000

Ameren Corp.

335,860

3,600

DTE Energy Co.

166,968

8,000

Edison International

423,120

2,500

Pepco Holdings, Inc.

67,675

1,300

Portland General Electric Co.

34,983

1,100

Sempra Energy

57,992

2,700

SCANA Corp.

100,926

6,600

Xcel Energy, Inc.

133,980


TOTAL

1,321,504


Electrical Equipment--0.0%

1,700

1

Houston Wire & Cable Co.

43,809


COMMON STOCKS--continued

Electronic Instruments--0.0%

500

Analogic Corp.

$

33,195


Ethical Drugs--0.6%

2,600

1

King Pharmaceuticals, Inc.

44,226

23,700

Pfizer, Inc.

557,187

10,100

Schering Plough Corp.

288,254

1,200

1

Sciele Pharma, Inc.

27,828


TOTAL

917,495


Financial Services--1.7%

14,100

Ambac Financial Group, Inc.

946,815

6,000

Ameriprise Financial, Inc.

361,620

15,600

CIT Group, Inc.

642,408

2,300

Janus Capital Group, Inc.

69,138

7,700

MBIA, Inc.

431,970

900

1

Mastercard, Inc. Class A

144,720


TOTAL

2,596,671


Gas Distributor--0.1%

2,100

AGL Resources, Inc.

79,170

1,800

MDU Resources Group, Inc.

49,068

500

NICOR, Inc.

19,705


TOTAL

147,943


Home Building--1.0%

10,600

Centex Corp.

395,486

4,200

1

Hovnanian Enterprises, Inc., Class A

55,608

4,800

KB Home

152,688

8,000

Lennar Corp., Class A

245,280

3,200

M.D.C. Holdings, Inc.

147,200

200

1

NVR, Inc.

115,696

15,600

Pulte Homes, Inc.

301,704


TOTAL

1,413,662


Insurance Brokerage--0.1%

100

1

Markel Corp.

46,550

1,800

Odyssey Re Holdings Corp.

63,360


TOTAL

109,910


Integrated Domestic Oil--2.3%

40,100

ConocoPhillips

3,241,684

2,800

Marathon Oil Corp.

154,560


TOTAL

3,396,244


COMMON STOCKS--continued

Integrated International Oil--2.3%

39,300

Chevron Corp.

$

3,350,718


Internet Services--2.7%

16,500

1

Amazon.com, Inc.

1,295,910

83,100

1

eBay, Inc.

2,692,440

900

1

Priceline.com, Inc.

57,420


TOTAL

4,045,770


Leasing--0.0%

700

GATX Corp.

31,752


Life Insurance--2.3%

500

Delphi Financial Group, Inc., Class A

20,085

30,600

MetLife, Inc.

1,842,732

2,200

Nationwide Financial Services, Inc., Class A

125,202

1,300

Protective Life Corp.

55,926

14,200

Prudential Financial

1,258,546

2,000

Torchmark Corp.

123,080


TOTAL

3,425,571


Lumber Products--0.1%

4,500

Louisiana-Pacific Corp.

83,340


Mail Order--0.0%

3,100

1

Coldwater Creek Inc.

61,039


Major Steel Producer--0.0%

1,000

Ryerson, Inc.

32,090


Maritime--0.2%

400

1

Kirby Corp.

16,204

3,200

Overseas Shipholding Group, Inc.

248,288


TOTAL

264,492


Medical Supplies--0.0%

800

1

Kyphon, Inc.

52,496


Medical Technology--0.4%

2,300

1

Intuitive Surgical, Inc.

489,003

1,300

Stryker Corp.

81,159


TOTAL

570,162


Metal Fabrication--1.3%

700

Olympic Steel, Inc.

18,389

12,200

Precision Castparts Corp.

1,672,132

3,100

Timken Co.

103,540

6,000

Worthington Industries, Inc.

124,200


TOTAL

1,918,261


COMMON STOCKS--continued

Mini-Mill Producer--0.2%

5,800

Commercial Metals Corp.

$

178,872

1,100

Schnitzer Steel Industries, Inc., Class A

59,609


TOTAL

238,481


Miscellaneous Food Products--0.6%

25,900

Archer-Daniels-Midland Co.

870,240


Miscellaneous Metals--0.2%

500

Kennametal, Inc.

38,330

2,600

Metal Management, Inc.

109,226

6,000

1

USEC, Inc.

100,740


TOTAL

248,296


Miscellaneous Components--0.1%

5,100

1

Vishay Intertechnology, Inc.

79,101


Money Center Bank--4.0%

28,400

Bank of America Corp.

1,346,728

24,100

Citigroup, Inc.

1,122,337

79,900

J.P. Morgan Chase & Co.

3,516,399


TOTAL

5,985,464


Mortgage & Title--0.1%

1,100

LandAmerica Financial Group, Inc.

84,249


Multi-Industry Transportation--0.1%

2,800

1

Hub Group, Inc.

95,256


Multi-Industry Capital Goods--0.1%

1,300

1

Ceradyne, Inc.

97,019

1,600

1

Shaw Group, Inc.

85,152


TOTAL

182,171


Multi-Line Insurance--2.8%

6,550

Allstate Corp.

348,132

51,800

American International Group, Inc.

3,324,524

5,400

Assurant, Inc.

273,888

1,200

Hanover Insurance Group, Inc.

52,668

1,400

Hartford Financial Services Group, Inc.

128,618


TOTAL

4,127,830


Mutual Fund Adviser--0.0%

100

Franklin Resources, Inc.

12,737


Newspaper Publishing--0.0%

700

Gannett Co., Inc.

34,930


Office Furniture--0.0%

700

Knoll, Inc.

13,867


COMMON STOCKS--continued

Offshore Driller--0.6%

1,800

1

Hornbeck Offshore Services, Inc.

$

77,490

3,200

1

Oceaneering International, Inc.

179,712

9,400

Tidewater, Inc.

643,148


TOTAL

900,350


Oil Refiner--1.3%

28,000

Valero Energy Corp.

1,876,280


Oil Service, Explore & Drill--0.5%

13,400

1

Grant Prideco, Inc.

751,740

400

1

McDermott International, Inc.

33,176


TOTAL

784,916


Oil Well Supply--2.8%

4,200

1

FMC Technologies, Inc.

384,384

39,600

Schlumberger Ltd.

3,750,912


TOTAL

4,135,296


Other Communications Equipment--0.0%

1,300

Harris Corp.

71,344


Personal Loans--0.0%

500

ASTA Funding, Inc.

18,040

600

Advanta Corp., Class B

15,396


TOTAL

33,436


Poultry Products--0.2%

4,300

Pilgrims Pride Corp.

144,824

2,600

Sanderson Farms, Inc.

103,662


TOTAL

248,486


Property Liability Insurance--2.4%

4,050

American Financial Group, Inc. Ohio

113,764

19,200

Chubb Corp.

967,872

2,700

Commerce Group, Inc.

77,571

3,700

HCC Insurance Holdings, Inc.

108,336

9,800

Loews Corp.

464,520

1,200

Mercury General Corp.

62,136

1,100

1

Philadelphia Consolidated Holding Corp.

39,754

2,400

Reinsurance Group of America

127,944

3,600

Safeco Corp.

210,492

27,900

The Travelers Cos, Inc.

1,416,762

200

Transatlantic Holdings, Inc.

14,630


TOTAL

3,603,781


COMMON STOCKS--continued

Railroad--0.9%

25,800

Norfolk Southern Corp.

$

1,387,524


Real Estate Investment Trusts--2.3%

3,400

AMB Property Corp.

181,152

1,800

Alexandria Real Estate Equities, Inc.

155,034

3,150

Archstone-Smith Trust

180,841

1,900

Avalonbay Communities, Inc.

205,143

1,150

Boston Properties, Inc.

108,663

3,550

Developers Diversified Realty

170,400

3,300

Equity Residential Properties Trust

131,373

2,000

Federal Realty Investment Trust

150,280

1,900

General Growth Properties, Inc.

91,162

3,800

Health Care Property Investors, Inc.

103,512

13,000

Host Hotels & Resorts, Inc.

274,560

3,000

Kimco Realty Corp.

111,990

4,600

1

Prologis Trust

261,740

2,100

Public Storage, Inc.

147,189

7,000

Realty Income Corp.

164,290

2,100

SL Green Realty Corp.

254,982

3,100

Simon Property Group, Inc.

268,243

4,400

Taubman Centers, Inc.

211,596

2,450

Vornado Realty Trust

262,223


TOTAL

3,434,373


Recreational Goods--0.0%

1,700

1

Smith & Wesson Holding Corp.

31,960


Regional Bank--2.8%

2,200

Associated Banc Corp.

63,228

6,000

BB&T Corp.

224,520

1,300

Central Pacific Financial Corp.

36,673

12,300

Comerica, Inc.

647,718

8,800

Fifth Third Bancorp

324,632

1,400

FirstMerit Corp.

25,662

700

Huntington Bancshares, Inc.

13,440

31,657

KeyCorp

1,098,181

700

M & T Bank Corp.

74,403

17,200

National City Corp.

505,508

10,300

SunTrust Banks, Inc.

806,490

4,600

UnionBanCal Corp.

254,196

COMMON STOCKS--continued

Regional Bank--continued

1,000

United Bankshares, Inc.

$

27,850

1,700

Zions Bancorp

126,735


TOTAL

4,229,236


Restaurant--0.1%

2,600

1

Buffalo Wild Wings, Inc.

112,372


Rubber--0.0%

600

Cooper Tire & Rubber Co.

13,794


Savings & Loan--0.2%

3,200

Newalliance Bancshares, Inc.

43,232

5,500

Washington Mutual, Inc.

206,415


TOTAL

249,647


Securities Brokerage--2.7%

1,000

Goldman Sachs Group, Inc.

188,340

12,900

Lehman Brothers Holdings, Inc.

799,800

21,200

Merrill Lynch & Co., Inc.

1,573,040

23,600

Morgan Stanley

1,507,332


TOTAL

4,068,512


Semiconductor Distribution--0.2%

8,400

1

Avnet, Inc.

318,192


Semiconductor Manufacturing--0.4%

5,800

Intersil Holding Corp.

169,650

8,500

Linear Technology Corp.

303,025

5,100

1

Spansion Inc. - Class A

54,111


TOTAL

526,786


Semiconductor Manufacturing Equipment--0.0%

2,400

1

Teradyne, Inc.

37,656


Services to Medical Professionals--0.3%

8,000

1

Express Scripts, Inc., Class A

401,040

400

1

Humana, Inc.

25,636

600

1

Nighthawk Radiology Holdings

12,378


TOTAL

439,054


Shoes--0.1%

1,600

1

Crocs, Inc.

94,912


Software Packaged/Custom--0.3%

1,300

1

Blue Coat Systems, Inc.

63,349

6,400

1

Computer Sciences Corp.

356,352

Shares or
Principal
Amount

   

Value


COMMON STOCKS--continued

Software Packaged/Custom--continued

600

National Instruments Corp.

$

19,410

1,400

1

SPSS, Inc.

57,456


TOTAL

496,567


Specialty Chemicals--0.2%

1,800

Minerals Technologies, Inc.

116,406

3,600

1

OM Group, Inc.

174,384


TOTAL

290,790


Specialty Retailing--0.1%

1,200

1

Big Lots, Inc.

31,032

4,800

Borders Group, Inc.

78,528

1,400

Pep Boys-Manny Moe & Jack

23,702


TOTAL

133,262


Telecomm Equipment & Services--0.2%

400

1

Anixter International, Inc.

33,060

1,700

1

C-COR Electronics, Inc.

22,865

7,300

1

Corning, Inc.

174,032


TOTAL

229,957


Telephone Utility--0.1%

2,100

Embarq Corp.

129,759


Trucking--0.0%

100

Con-way, Inc.

4,939


Undesignated Consumer Cyclicals--0.5%

4,700

DeVRY, Inc.

152,280

4,300

1

ITT Educational Services, Inc.

454,338

4,700

1

TeleTech Holdings, Inc.

137,851


TOTAL

744,469


Undesignated Consumer Staples--0.2%

4,500

1

Nutri/System, Inc.

250,740


TOTAL COMMON STOCKS
(IDENTIFIED COST $75,549,099)

78,526,780


ASSET-BACKED SECURITIES--1.1%

$

400,000

Banc of America Commercial Mortgage, Inc. 2007-1 A2, 5.381%, 1/15/2049

395,781

51,042

CS First Boston Mortgage Securities Corp. 2002-HE4 AF, 5.51%, 8/25/2032

50,894

580,042

Community Program Loan Trust 1987-A A4, 4.50%, 10/01/2018

571,138

140,000

Morgan Stanley Capital I 2006-IQ12 A4, 5.319%, 12/15/2043

133,473

Principal
Amount

   

Value


ASSET-BACKED SECURITIES--continued

$

250,000

Merrill Lynch/Countrywide Commercial Mortgage 2007-6,
Series 2007-6, 5.331%, 03/12/2051

$

246,733

250,000

Merrill Lynch/Countrywide Commercial Mortgage 2007-6,
Series 2007-6, 5.485%, 03/12/2051

240,674


TOTAL ASSET-BACKED SECURITIES
(IDENTIFIED COST $1,677,017)

1,638,693


COLLATERALIZED MORTGAGE OBLIGATIONS--0.7%

5,190

Bear Stearns Mortgage Securities, Inc. 1997-6 1A, 6.67%, 3/25/2031

5,127

410,000

Citigroup/Deutsche Bank Commercial Mortgage 2007-CD4 A3,
5.293%, 12/11/2049

399,189

15,813

Federal Home Loan Mortgage Corp. REMIC 1311 K, 7.00%, 7/15/2022

15,813

30,846

Federal Home Loan Mortgage Corp. REMIC 1384 D, 7.00%, 9/15/2022

30,846

34,224

Federal Home Loan Mortgage Corp. REMIC 1595 D, 7.00%, 10/15/2013

34,735

75,000

Federal Home Loan Mortgage Corp. REMIC 2497 JH, 6.00%, 9/15/2032

74,985

73,921

Federal National Mortgage Association REMIC 1993-113 SB, 9.75%, 7/25/2023

80,761

13,151

Federal National Mortgage Association REMIC 2001-37 GA, 8.00%, 7/25/2016

13,756

19,002

Federal National Mortgage Association REMIC 2003-35 UC, 3.75%, 5/25/2033

17,257

15,978

Government National Mortgage Association REMIC 1999-29 PB,
7.25%, 7/16/2028

16,192

55,344

Government National Mortgage Association REMIC 2002-17 B,
6.00%, 3/20/2032

55,540

350,000

JP Morgan Chase Commercial Mortgage Securities 2007-CB19 A2,
5.478%, 2/12/2049

351,465


TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(IDENTIFIED COST $1,114,652)

1,095,666


CORPORATE BONDS--7.8%

Basic Industry - Chemicals--0.0%

75,000

Albemarle Corp., Sr. Note, 5.10%, 02/01/2015

67,999


Basic Industry - Metals & Mining--0.1%

35,000

Alcoa, Inc., Note, 5.55%, 02/01/2017

33,965

100,000

BHP Finance (USA), Inc., Company Guarantee, 5.25%, 12/15/2015

94,411

60,000

Newmont Mining Corp., Company Guarantee, 5.875%, 04/01/2035

53,782


TOTAL

182,158


Capital Goods - Aerospace & Defense--0.2%

125,000

Boeing Co., Note, 5.125%, 02/15/2013

123,934

200,000

Raytheon Co., Unsecd. Note, 5.375%, 04/01/2013

197,963


TOTAL

321,897


Capital Goods - Diversified Manufacturing--0.1%

100,000

Emerson Electric Co., Unsecd. Note, 5.75%, 11/01/2011

102,315

40,000

2,3

Textron Financial Corp., Jr. Sub. Note, 6.00%, 02/15/2067

37,917


TOTAL

140,232


Principal
Amount

   

Value


CORPORATE BONDS--continued

Capital Goods - Environmental--0.1%

$

100,000

Waste Management, Inc., 7.375%, 08/01/2010

$

105,530


Capital Goods - Packaging--0.0%

20,000

Pactiv Corp., 6.40%, 1/15/2018

20,528


Communications - Media & Cable--0.1%

100,000

Comcast Corp., Sr. Note, 7.125%, 06/15/2013

105,959

75,000

Cox Communications, Inc., Unsecd. Note, 5.45%, 12/15/2014

71,745

25,000

2,3

Time Warner Cable, Inc., Sr. Unsecd. Note, 5.85%, 05/01/2017

24,252


TOTAL

201,956


Communications - Media Noncable--0.2%

100,000

British Sky Broadcasting Group PLC, 8.20%, 07/15/2009

105,509

75,000

News America Holdings, Inc., Company Guarantee, 8.00%, 10/17/2016

84,890

75,000

News America Holdings, Inc., Sr. Deb., 9.25%, 02/01/2013

86,770


TOTAL

277,169


Communications - Telecom Wireless--0.4%

210,000

AT&T Wireless Services, Inc., Sr. Note, 8.75%, 03/01/2031

264,158

100,000

Cingular Wireless LLC, Sr. Note, 6.50%, 12/15/2011

103,966

50,000

Sprint Capital Corp., Company Guarantee, 8.75%, 03/15/2032

55,298

100,000

Sprint Capital Corp., Note, 8.375%, 03/15/2012

109,334

10,000

Vodafone Group PLC, 5.35%, 02/27/2012

9,808

50,000

Vodafone Group PLC, Note, 5.625%, 2/27/2017

48,043


TOTAL

590,607


Communications - Telecom Wirelines--0.1%

40,000

Telefonica SA, Company Guarantee, 7.045%, 06/20/2036

40,743

50,000

Telefonica SA, Sr. Note, 5.855%, 02/04/2013

49,556

100,000

Telefonos de Mexico, Note, 4.50%, 11/19/2008

98,050


TOTAL

188,349


Consumer Cyclical - Automotive--0.1%

75,000

DaimlerChrysler North America, Sr. Note, 4.875%, 06/15/2010

73,467

25,000

DaimlerChrysler North America Holding Corp., Sr. Note, 6.50%, 11/15/2013

25,680


TOTAL

99,147


Consumer Cyclical - Entertainment--0.1%

75,000

Disney Co., Note, 5.70%, 07/15/2011

76,515

100,000

Time Warner, Inc., 5.50%, 11/15/2011

99,303


TOTAL

175,818


Consumer Cyclical - Lodging--0.1%

100,000

Wyndham Worldwide Corp., Sr. Unsecd. Note, 6.00%, 12/01/2016

96,795


Principal
Amount

   

Value


CORPORATE BONDS--continued

Consumer Cyclical - Retailers--0.1%

$

40,000

CVS Caremark Corp., Sr. Unsecd. Note, 5.75%, 06/01/2017

$

38,394

30,000

Costco Wholesale Corp., 5.30%, 03/15/2012

29,870

10,000

JC Penney Corp., Inc., Sr. Unsecd. Note, 5.875%, 02/15/2018

9,607

100,000

Target Corp., 5.875%, 03/01/2012

101,878


TOTAL

179,749


Consumer Non-Cyclical Food/Beverage--0.3%

50,000

Anheuser-Busch Cos., Inc., Sr. Note, 5.60%, 03/01/2017

49,187

100,000

Bottling Group LLC, Note, 5.50%, 04/01/2016

98,546

40,000

General Mills, Inc., Note, 5.70%, 02/15/2017

39,787

75,000

Kraft Foods, Inc., Note, 5.25%, 10/01/2013

72,499

110,000

Kraft Foods, Inc., Note, 6.25%, 06/01/2012

112,390


TOTAL

372,409


Consumer Non-Cyclical Health Care--0.1%

100,000

Medtronic, Inc., Note, Series B, 4.375%, 09/15/2010

96,313

40,000

Quest Diagnostics, Inc., Sr. Unsecd. Note, 6.400%, 07/01/2017

40,837


TOTAL

137,150


Consumer Non-Cyclical Pharmaceuticals--0.4%

75,000

Abbott Laboratories, 5.375%, 05/15/2009

75,269

100,000

Genentech, Inc., Sr. Note, 4.75%, 07/15/2015

94,518

60,000

Lilly (Eli) & Co., Bond, 5.20%, 03/15/2017

57,487

125,000

Lilly (Eli) & Co., Unsecd. Note, 6.57%, 01/01/2016

133,341

100,000

Pharmacia Corp., Sr. Deb., 6.50%, 12/01/2018

108,376

35,000

Wyeth, 5.45%, 04/01/2017

34,168

100,000

Wyeth, Unsecd. Note, 5.50%, 02/01/2014

99,179


TOTAL

602,338


Energy - Independent--0.2%

55,000

Anadarko Petroleum Corp., Sr. Note, 5.95%, 09/15/2016

54,255

50,000

Canadian Natural Resources, 4.90%, 12/01/2014

47,306

150,000

Pemex Project Funding Master, Company Guarantee, 9.125%, 10/13/2010

162,457

10,000

XTO Energy, Inc., 6.75%, 08/01/2037

10,213

15,000

XTO Energy, Inc., Sr. Unsecd. Note, 6.25%, 08/01/2017

15,308


TOTAL

289,539


Energy - Integrated--0.2%

75,000

Conoco Funding Co., Inc., 7.25%, 10/15/2031

83,886

75,000

ConocoPhillips Australia, 5.50%, 04/15/2013

74,722

100,000

Husky Oil Ltd., Deb., 7.55%, 11/15/2016

111,770


TOTAL

270,378


Principal
Amount

   

Value


CORPORATE BONDS--continued

Energy - Oil Field Services--0.0%

$

40,000

Enbridge, Inc., Sr. Note, 5.60%, 04/01/2017

$

38,545


Energy - Refining--0.1%

100,000

Valero Energy Corp., 6.875%, 04/15/2012

105,886

40,000

Valero Energy Corp., 7.50%, 04/15/2032

43,893

35,000

Valero Energy Corp., Note, 4.75%, 04/01/2014

32,546


TOTAL

182,325


Financial Institution - Banking--1.6%

200,000

Bank of America Corp., Sr. Note, 5.375%, 06/15/2014

195,949

120,000

Capital One Capital IV, 6.745%, 02/17/2037

104,711

200,000

Citigroup, Inc., Note, 5.125%, 02/14/2011

197,716

150,000

Credit Suisse First Boston, Sr. Note, 5.50%, 08/16/2011

150,523

100,000

HSBC Finance Capital Trust, Note, 5.911%, 11/30/2035

197,482

200,000

HSBC Finance Corp., 4.75%, 04/15/2010

97,231

100,000

Household Finance Corp., Note, 7.00%, 05/15/2012

103,480

150,000

J.P. Morgan Chase & Co., 5.75%, 01/02/2013

149,547

100,000

Marshall & Ilsley Bank, Sr. Note, 4.40%, 03/15/2010

97,224

200,000

Northern Trust Corp., Sr. Note, 5.30%, 08/29/2011

197,166

50,000

PNC Funding Corp., Sub. Note, 5.625%, 02/01/2017

48,966

100,000

PNC Funding Corp., Sub. Note, 7.50%, 11/01/2009

104,846

100,000

Popular North America, 5.65%, 04/15/2009

100,496

250,000

US BANK NA, Sub. Note, 4.95%, 10/30/2014

240,239

250,000

Wachovia Bank N.A., 4.80%, 11/01/2014

234,496

100,000

Wells Fargo Bank, N.A., Sub. Note, 6.45%, 02/01/2011

103,256

75,000

Zions Bancorp, Sub. Note, 5.50%, 11/16/2015

72,042


TOTAL

2,395,370


Financial Institution - Brokerage--0.8%

100,000

Bear Stearns Cos., Inc., Unsecd. Note, 3.25%, 03/25/2009

95,999

150,000

Goldman Sachs Group, Inc., Note, 5.25%, 10/15/2013

144,970

100,000

Invesco PLC, Note, 4.50%, 12/15/2009

97,294

25,000

Janus Capital Group, Inc., Sr. Note, 6.25%, 06/15/2012

25,359

30,000

Janus Capital Group, Inc., Sr. Note, 6.70%, 06/15/2017

30,421

120,000

Lehman Brothers Holdings, 7.875%, 8/15/2010

127,784

35,000

Lehman Brothers Holdings, Inc., Sub. Deb., 6.50%, 07/19/2017

34,564

40,000

Lehman Brothers Holdings, Inc., Sub. Deb., 6.875%, 07/17/2037

39,212

400,000

Merrill Lynch & Co., Inc., Sr. Unsub., Series CORE, 5.908%, 01/31/2008

397,990

Principal
Amount

   

Value


CORPORATE BONDS--continued

Financial Institution - Brokerage--continued

$

150,000

Merrill Lynch & Co., Inc., Unsecd. Note, 5.45%, 07/15/2014

$

145,242

100,000

Morgan Stanley, Note, 4.00%, 01/15/2010

96,249


TOTAL

1,235,084


Financial Institution - Finance Noncaptive--0.6%

100,000

American Express Co., Global Sr. Note, 4.75%, 06/17/2009

99,129

100,000

American General Finance Corp., 4.00%, 03/15/2011

94,933

150,000

Berkshire Hathaway, Inc., Company Guarantee, 4.85%, 01/15/2015

143,988

90,000

2,3

Capmark Financial Group, Inc., Note, 6.30%, 05/10/2017

80,032

100,000

General Electric Capital Corp., Note, 4.875%, 03/04/2015

96,082

200,000

2,3

ILFC E-Capital Trust I, 5.90%, 12/21/2065

202,720

100,000

International Lease Finance Corp., Note, 4.875%, 09/01/2010

98,218

75,000

SLM Corp., Note, 4.00%, 01/15/2010

69,806


TOTAL

884,908


Financial Institution - Insurance - Health--0.0%

75,000

Aetna US Healthcare, Sr. Note, 5.75%, 06/15/2011

75,700


Financial Institution - Insurance - Life--0.1%

100,000

AXA-UAP, Sub. Note, 8.60%, 12/15/2030

121,585


Financial Institution - Insurance - P&C--0.4%

41,000

ACE INA Holdings, Inc., Sr. Note, 5.70%, 02/15/2017

40,312

100,000

The St. Paul Travelers Co., Inc., Sr. Unsecd. Note, 5.50%, 12/01/2015

97,372

500,000

2,3

ZFS Finance USA Trust I, Jr. Sub. Note, 6.15%, 12/15/2065

502,215


TOTAL

639,899


Financial Institution - REITs--0.0%

20,000

2,3

Equity One, Inc., 6.00%, 09/15/2017

19,772


Foreign - Local - Government--0.1%

100,000

Ontario, Province of, Note, 4.50%, 02/03/2015

96,399


Technology--0.2%

75,000

Cisco Systems, Inc., Sr. Note, 5.25%, 02/22/2011

74,746

10,000

Cisco Systems, Inc., Sr. Unsecd. Note, 5.50%, 02/22/2016

9,830

100,000

Dell Computer Corp., Sr. Deb., 7.10%, 04/15/2028

105,256

25,000

Hewlett-Packard Co., Note, 5.40%, 03/01/2017

24,196

100,000

Oracle Corp., Sr. Unsecd. Note, Series WI, 5.00%, 01/15/2011

98,618


TOTAL

312,646


Transportation - Airlines--0.1%

75,000

Southwest Airlines Co., 6.50%, 03/01/2012

77,520

50,000

Southwest Airlines Co., Deb., 7.375%, 03/01/2027

52,926


TOTAL

130,446


Principal
Amount

   

Value


CORPORATE BONDS--continued

Transportation - Railroads--0.2%

$

75,000

Burlington Northern Santa Fe Corp., Sr. Note, 4.875%, 01/15/2015

$

70,023

100,000

Norfolk Southern Corp., Sr. Note, 6.75%, 02/15/2011

103,881

100,000

Union Pacific Corp., 4.875%, 01/15/2015

93,592


TOTAL

267,496


Transportation - Services--0.1%

100,000

FedEx Corp., Note, 5.50%, 08/15/2009

100,088


Utility - Electric--0.5%

100,000

Cleveland Electric Illum, Sr. Unsecd. Note, 5.95%, 12/15/2036

91,822

100,000

Consolidated Edison Co., Sr. Unsecd. Note, Series 2006 C, 5.50%, 09/15/2016

98,155

100,000

Exelon Generation Co. LLC, Sr. Note, 5.35%, 01/15/2014

96,496

100,000

FirstEnergy Corp., Note, Series B, 6.45%, 11/15/2011

103,409

55,000

2,3

Great River Energy, 1st Mtg. Note, 5.829%, 07/01/2017

55,541

100,000

PSEG Power LLC, Company Guarantee, 7.75%, 04/15/2011

107,924

75,000

PSI Energy, Inc., Bond, 6.05%, 06/15/2016

75,687

100,000

Pacific Gas & Electric Co., Unsecd. Note, 4.20%, 03/01/2011

96,692


TOTAL

725,726


Utility - Natural Gas Distributor--0.1%

100,000

Atmos Energy Corp., Sr. Note, 4.00%, 10/15/2009

97,520


TOTAL CORPORATE BONDS
(IDENTIFIED COST $11,920,544)

11,643,257


GOVERNMENT AGENCIES--1.7%

1,000,000

Federal Home Loan Mortgage Corp., 4.125%, 7/12/2010

976,188

500,000

Federal Home Loan Mortgage Corp., 5.250%, 7/18/2011

503,520

1,000,000

Federal Home Loan Mortgage Corp., 5.500%, 7/18/2016

1,010,725


TOTAL GOVERNMENT AGENCIES
(IDENTIFIED COST $2,477,407)

2,490,433


MORTGAGE-BACKED SECURITIES--0.0%

22,076

Federal National Mortgage Association Pool 408761, 7.000%, 12/1/2012

22,649

11,983

Federal National Mortgage Association Pool 512255, 7.500%, 9/1/2014

12,481

34,121

Federal National Mortgage Association Pool 609554, 7.500%, 10/1/2016

35,668


TOTAL MORTGAGE-BACKED SECURITIES
(IDENTIFIED COST $70,393)

70,798


U.S. TREASURY--2.8%

523,735

U.S. Treasury Inflation Protected Note, 2.375%, 4/15/2011

521,279

1,235,400

U.S. Treasury Inflation Protected Note, 2.500%, 7/15/2016

1,243,756

2,400,000

4

United States Treasury Note, 3.875%, 2/15/2013

2,318,458


TOTAL U.S. TREASURY
(IDENTIFIED COST $4,106,667)

4,083,493


 

Shares

   

Value


EXCHANGE TRADED FUNDS--14.3%

232,550

iShares MSCI EAFE Index Fund

$

18,359,822

21,900

iShares MSCI Emerging Market Fund

2,903,283


TOTAL EXCHANGE TRADED FUNDS
(IDENTIFIED COST $18,017,306)

21,263,105


5

MUTUAL FUNDS--18.3%

29,223

Emerging Markets Fixed-Income Core Fund

621,983

1,720,828

Federated Mortgage Core Portfolio

16,709,234

264,523

High Yield Bond Portfolio

1,745,851

8,187,131

6

Prime Value Obligations Fund, Institutional Shares, 5.25%

8,187,131


TOTAL MUTUAL FUNDS
(IDENTIFIED COST $27,671,810)

27,264,199


TOTAL INVESTMENTS -- 99.7%
(IDENTIFIED COST $142,604,895)7

148,076,424


OTHER ASSETS AND LIABILITIES -- NET--0.3%

517,470


TOTAL NET ASSETS--100%

$

148,593,894


1 Non-income producing security.

2 Denotes a restricted security that either: (a) cannot be offered for public sale without first being registered, or being able to take advantage of an exemption from registration, under the Securities Act of 1933; or (b) is subject to a contractual restriction on public sales. At July 31, 2007, these restricted securities amounted to $922,449, which represented 0.6% of total net assets.

3 Denotes a restricted security that may be resold without restriction to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933 and that the Fund has determined to be liquid under criteria established by the Funds Board of Trustees. At July 31, 2007, these liquid restricted securities amounted to $922,449, which represented 0.6% of total net assets.

4 Pledged as collateral to ensure the Fund is able to satisfy the obligations of its outstanding futures contracts.

5 Affiliated companies.

6 7-Day net yield.

7 The cost of investments for federal tax purposes amounts to $142,664,681.

At July 31, 2007, the Fund had the following outstanding futures contracts:

Description

   

Number of
Contracts

   

Notional
Value

   

Expiration
Date

   

Unrealized
Appreciation/
(Depreciation)


1United States Treasury Notes
10-Year Long Futures

1

$107,422

September 2007

$12


1United States Treasury Bond Short Futures

10

$1,100,625

September 2007

$(40,348)


TOTAL UNREALIZED DEPRECIATION ON FUTURES CONTRACTS

$(40,336)


At July 31, 2007, the Fund had outstanding foreign exchange contracts as follows:

Settlement Date

   

Foreign Currency
Units to Deliver/Receive

   

In Exchange For

   

Contracts
at Value

   

Unrealized
Appreciation


Contracts Purchased:


9/18/2007

120,925,000 Japanese Yen

$1,000,000

$1,000,000

$0


Contracts Sold:


9/18/2007

60,462,500 Japanese Yen

505,180

500,000

5,180


9/18/2007

60,462,500 Japanese Yen

510,021

500,000

10,021


NET UNREALIZED APPRECIATION ON FOREIGN EXCHANGE CONTRACTS

15,201


Note: The categories of investments are shown as a percentage of total net assets at
July 31, 2007.

The following acronyms are used throughout this portfolio:

REITs

--Real Estate Investment Trust

REMIC

--Real Estate Mortgage Investment Conduit

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

July 31, 2007

Assets:

   

   

Total investments in securities, at value including $27,264,199 of investments in affiliated issuers (Note 5) (identified cost $142,604,895)

$

148,076,424

Income receivable

278,878

Receivable for investments sold

1,843,152

Receivable for shares sold

361,145

Receivable for foreign exchange contracts

15,201


TOTAL ASSETS

150,574,800


Liabilities:

Payable for investments purchased

$

1,693,961

Payable for shares redeemed

152,712

Payable for Directors’/Trustees’ fees

1,444

Payable for daily variation margin

4,172

Payable for distribution services fee (Note 5)

9,999

Payable for shareholder services fee (Note 5)

35,732

Accrued expenses

82,886


TOTAL LIABILITIES

1,980,906


Net assets for 10,802,197 shares outstanding

$

148,593,894


Net Assets Consist of:

Paid-in capital

$

133,840,838

Net unrealized appreciation of investments, futures contracts and translation of assets and liabilities in foreign currency

5,446,394

Accumulated net realized gain on investments, futures contracts and foreign currency transactions

8,152,511

Undistributed net investment income

1,154,151


TOTAL NET ASSETS

$

148,593,894


Statement of Assets and Liabilities--continued

Net Asset Value, Offering Price and Redemption Proceeds Per Share

         

Institutional Shares:

Net asset value per share ($81,633,772 ÷ 5,919,092 shares outstanding),
no par value, unlimited shares authorized

$13.79


Offering price per share

$13.79


Redemption proceeds per share

$13.79


Class A Shares:

Net asset value per share ($51,166,663 ÷ 3,721,814 shares outstanding),
no par value, unlimited shares authorized

$13.75


Offering price per share (100/94.50 of $13.75)1

$14.55


Redemption proceeds per share

$13.75


Class C Shares:

Net asset value per share ($15,775,097 ÷ 1,159,958 shares outstanding),
no par value, unlimited shares authorized

$13.60


Offering price per share

$13.60


Redemption proceeds per share (99.00/100 of $13.60)1

$13.46


Class K Shares:

Net asset value per share ($18,362 ÷ 1,333 shares outstanding),
no par value, unlimited shares authorized

$13.77


Offering price per share

$13.77


Redemption proceeds per share

$13.77


1 See What Do Shares Cost? in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended July 31, 2007

Investment Income:

   

Dividends (including $565,630 received from affiliated issuers (Note 5) and net foreign taxes withheld of $563)

$

1,909,242

Interest

1,749,383

Investment income allocated from affiliated partnership (Note 5)

34,199


TOTAL INCOME

3,692,824


Expenses:

Investment adviser fee (Note 5)

$

968,548

Administrative personnel and services fee (Note 5)

258,593

Custodian fees

40,700

Transfer and dividend disbursing agent fees and expenses

108,638

Transfer and dividend disbursing agent recordkeeping fees--Institutional Shares

131

Transfer and dividend disbursing agent recordkeeping fees--
Class A Shares

8,945

Transfer and dividend disbursing agent recordkeeping fees--
Class C Shares

4,847

Transfer and dividend disbursing agent recordkeeping fees--
Class K Shares

11

Auditing fees

17,448

Legal fees

7,143

Portfolio accounting fees

95,041

Distribution services fee--Class A Shares (Note 5)

18,948

Distribution services fee--Class C Shares (Note 5)

86,808

Distribution services fee--Class K Shares (Note 5)

22

Shareholder services fee--Class A Shares (Note 5)

76,333

Shareholder services fee--Class C Shares (Note 5)

20,868

Share registration costs

97,177

Printing and postage

50,784

Insurance premiums

8,572

Miscellaneous

8,812


EXPENSES BEFORE ALLOCATION

1,878,369


Expenses allocated from affiliated partnership

278


TOTAL EXPENSES

1,878,647


Statement of Operations--continued

Waivers and Reimbursement:

Waiver/reimbursement of investment adviser fee (Note 5)

$

(96,420

)

Waiver of administrative personnel and services fee (Note 5)

(85,184

)

Waiver of transfer and dividend disbursing agent
fees and expenses

(4,786

)

Reimbursement of transfer and dividend disbursing agent recordkeeping fees--Institutional Shares (Note 5)

(18

)

Reimbursement of transfer and dividend disbursing agent recordkeeping fees--Class A Shares (Note 5)

(8,444

)

Reimbursement of transfer and dividend disbursing agent recordkeeping fees--Class C Shares (Note 5)

(4,032

)


TOTAL WAIVERS AND REIMBURSEMENT

(198,884

)


Net expenses

1,679,763


Net investment income

2,013,061


Realized and Unrealized Gain on Investments, Futures Contracts and Foreign Currency Transactions:

Net realized gain on investments and foreign currency transactions

8,446,655

Net realized gain on futures contracts

98,773

Net realized gain and foreign currency transactions allocated from affiliated partnership

27,060

Net change in unrealized appreciation of investments, and translation of assets and liabilities in foreign currency transactions

786,434

Net change in unrealized depreciation of futures contracts

(40,336

)


Net realized and unrealized gain on investments, futures contracts and foreign currency transactions

9,318,586


Change in net assets resulting from operations

$

11,331,647


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

Year Ended July 31

2007

2006


Increase (Decrease) in Net Assets

Operations:

Net investment income

$

2,013,061

$

1,362,405

Net realized gain on investments including allocations from partnership and futures contracts

8,572,488

6,686,253

Net change in unrealized appreciation/depreciation of investments, futures contracts and translation of assets and liabilities in foreign currency

746,098

(3,917,876

)


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

11,331,647

4,130,782


Distributions to Shareholders:

Distributions from net investment income

Institutional Shares

(966,746

)

(964,275

)

Class A Shares

(418,667

)

(12

)

Class C Shares

(75,923

)

(11

)

Class K Shares

(1

)

--

Distributions from net realized gain on investments, futures contracts and foreign currency transactions

Institutional Shares

(3,727,211

)

(4,964,729

)

Class A Shares

(1,712,874

)

(68

)

Class C Shares

(451,805

)

(68

)

Class K Shares

(4

)

--


CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS

(7,353,231

)

(5,929,163

)


Share Transactions:

Proceeds from sale of shares

84,031,582

13,083,737

Net asset value of shares issued to shareholders in payment of distributions declared

7,010,766

5,924,802

Cost of shares redeemed

(26,053,811

)

(6,910,472

)

Redemption fees1

7,476

191


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

64,996,013

12,098,258


Change in net assets

68,974,429

10,299,877


Net Assets:

Beginning of period

79,619,465

69,319,588


End of period (including undistributed net investment income of $1,154,151 and $695,231, respectively)

$

148,593,894

$

79,619,465


1 Redemption fees in 2006 have been reclassified to permit comparison.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

July 31, 2007

1. ORGANIZATION

Federated MDT Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of eight portfolios. The financial statements included herein are only those of Federated MDT Balanced Fund (the “Fund”), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held. Each portfolio pays its own expenses. The Fund offers four classes of shares: Institutional Shares, Class A Shares, Class C Shares and Class K Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. The financial highlights of the Class A Shares, Class C Shares and Class K Shares are presented separately. The primary investment objective of the Fund is long-term growth through capital appreciation and current income.

MDT Balanced Fund (the “Predecessor Fund”) was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. The Fund is the successor to the Predecessor Fund, which commenced offering Class A Shares and Class C Shares on September 15, 2005.

The Fund commenced offering Class K Shares on December 12, 2006.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund’s portfolio securities are determined as follows:

  • for equity securities including Exchange-Traded Funds, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available;
  • in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;
  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the “Trustees”) may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • prices for total return swaps are based upon a valuation model determined by management incorporating underlying reference indexes, interest rates, yield curves and other market data or factors; prices for credit default swaps are furnished by an independent pricing service and are based upon a valuation model incorporating default probabilities, recovery rates and other market data or factors; prices for interest rate swaps are furnished by an independent pricing service and are based upon a valuation model incorporating interest rates, yield curves and other market data or factors;
  • for mortgage-backed securities, based on the aggregate investment value of the projected cash flows to be generated by the security, as furnished by an independent pricing service;
  • for investments in other open-end registered investment companies, based on net asset value (NAV);
  • for other fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices (other than prices of mortgage-backed securities) are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities, except that prices for corporate fixed-income and asset-backed securities traded in the United States are generally intended to be indicative of the mean between such bid prices and asked prices. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities using the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates are generally determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation is done by others under the direction of Fund management. An event is considered material if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (SEC), the Fund may invest in portfolios of Federated Core Trust, (Core Trust) which is managed by Federated Investment Management Company, the Fund’s adviser. Core Trust is an open-end management company, registered under the Act, available only to registered investment companies and other institutional investors. The investment objective of High Yield Bond Portfolio, a series of Core Trust, is to seek high current income by investing primarily in a diversified portfolio of lower rated fixed-income securities. The investment objective of Federated Mortgage Core Portfolio, a series of Core Trust, is to achieve total return on assets. Federated receives no advisory or administrative fees on behalf of Core Trust. Income distributions from Core Trust are declared daily and paid monthly, and are recorded by the Fund as dividend income. Capital gain distributions, if any, from Core Trust are declared and paid annually, and are recorded by the Fund as capital gains. The performance of the Fund is directly affected by the performance of the Core Trust. A copy of the Core Trust’s financial statements is available on the EDGAR Database on the SEC’s website at www.sec.gov, at the Commission’s public reference room in Washington, DC or upon request from the Fund by calling 1-800-341-7400.

The Fund may also invest in portfolios of Federated Core Trust II (Core Trust II), pursuant to a separate Exemptive Order issued by the SEC. Core Trust II is independently managed by Federated Investment Counseling. Core Trust II is a limited partnership established under the laws of the state of Delaware, on November 13, 2000, registered under the Act, and offered only to registered investment companies and other accredited investors. The investment objective of Emerging Markets Fixed Income Core Fund (EMCORE), a series of Core Trust II, is to achieve total return on assets. Federated receives no advisory or administrative fees on behalf of the Core Trust II. The Fund records daily its proportionate share of income, expenses, unrealized gains and losses from EMCORE. The performance of the Fund is directly affected by the performance of the portfolio. A copy of EMCORE’s financial statements is available on the EDGAR Database on the SEC’s website at www.sec.gov, at the Commission’s public reference room in Washington, DC or upon request from the Fund by calling 1-800-341-7400.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund’s custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund’s adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date. Inflation/deflation adjustments on Treasury Inflation-Protected Securities are included in interest income. Distributions of net investment income are declared and paid annually. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each class may bear distribution services fees, shareholder services fees and certain transfer and dividend disbursing agent fees unique to those classes. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization/Paydown Gains and Losses

All premiums and discounts on fixed-income securities, other than mortgage-backed securities, are amortized/accreted for financial statement purposes. Gains and losses realized on principal payment of mortgage-backed securities (paydown gains and losses) are classified as part of investment income.

Federal Taxes

It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

Withholding taxes and where appropriate, deferred withholding taxes on foreign interest, dividends and capital gains have been provided for in accordance with the applicable country’s tax rules and rates.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Futures Contracts

The Fund purchases and sells financial futures contracts to manage cashflows, enhance yield and to potentially reduce transaction costs. Upon entering into a financial futures contract with a broker, the Fund is required to deposit in a segregated account a specified amount of cash or U.S. government securities. Futures contracts are valued daily and unrealized gains or losses are recorded in a “variation margin” account. Daily, the Fund receives from or pays to the broker a specified amount of cash based upon changes in the variation margin account. When a contract is closed, the Fund recognizes a realized gain or loss. Futures contracts have market risks, including the risk that the change in the value of the contract may not correlate with the changes in the value of the underlying securities. For the year ended July 31, 2007, the Fund had net realized gains on futures contracts of $98,773.

Foreign exchange contracts outstanding at period end are listed after the Fund’s portfolio of investments.

Foreign Exchange Contracts

The Fund may enter into foreign exchange contracts for the delayed delivery of securities or foreign currency exchange transactions. The Fund may enter into foreign exchange contracts to protect assets against adverse changes in foreign currency exchange rates or exchange control regulations. Purchased contracts are used to acquire exposure to foreign currencies, whereas, contracts to sell are used to hedge the Fund’s securities against currency fluctuations. Risks may arise upon entering into these transactions from the potential inability of counterparties to meet the terms of their commitments and from unanticipated movements in security prices or foreign exchange rates. The foreign exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded for financial statement purposes as unrealized until the settlement date.

Foreign exchange contracts outstanding at period end are listed after the Fund’s portfolio of investments.

Foreign Currency Translation

The accounting records of the Fund are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies (FCs) are translated into U.S. dollars based on the rates of exchange of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expenses are translated at the rate of exchange quoted on the respective date that such transactions are recorded. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, sales of FCs, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate.

Restricted Securities

Restricted securities are securities that either: (a) cannot be offered for public sale without first being registered, or being able to take advantage of an exemption from registration, under the Securities Act of 1933; or (b) are subject to contractual restrictions on public sales. In some cases, when a security cannot be offered for public sale without first being registered, the issuer of the restricted security has agreed to register such securities for resale, at the issuer’s expense, either upon demand by the Fund or in connection with another registered offering of the securities. Many such restricted securities may be resold in the secondary market in transactions exempt from registration. Restricted securities may be determined to be liquid under criteria established by the Fund’s Trustees. The Fund will not incur any registration costs upon such resales. The Fund’s restricted securities are valued at the price provided by dealers in the secondary market or, if no market prices are available, at the fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:

Year Ended
7/31/2007

          

Year Ended
7/31/2006


Institutional Shares:

Shares

Amount

Shares

Amount


Shares sold

603,137

$

8,390,088

533,396

$

7,149,815

Shares issued to shareholders in payment of distributions declared

346,321


4,668,405

457,148


5,924,643

Shares redeemed

(604,149

)

(8,303,830

)

(513,140

)

(6,866,506

)

Redemption fees

--

4,965

--

--


NET CHANGE RESULTING FROM
INSTITUTIONAL SHARE TRANSACTIONS

345,309

$

4,759,628

477,404


$

6,207,952



Year Ended
7/31/2007

Period Ended
7/31/20061


Class A Shares:

Shares

Amount

Shares

Amount


Shares sold

4,589,586

$

62,628,792

149,529

$

1,973,518

Shares issued to shareholders in payment of distributions declared

144,782



1,948,759

6


80

Shares redeemed

(1,161,046

)

(16,085,114

)

(1,043

)

(13,564

)

Redemption fees

--

1,978

--

76


NET CHANGE RESULTING FROM
CLASS A SHARE TRANSACTIONS

3,573,322

$

48,494,415

148,492


$

960,110


Year Ended
7/31/2007

Period Ended
7/31/20061


Class C Shares:

Shares

Amount

Shares

Amount


Shares sold

954,270

$

12,994,037

300,157

$

3,960,404

Shares issued to shareholders in payment of distributions declared

29,439




393,602

6




79

Shares redeemed

(121,568

)

(1,664,768

)

(2,346

)

(30,402

)

Redemption fees

--

533

--

115


NET CHANGE RESULTING FROM
CLASS C SHARE TRANSACTIONS

862,141

$

11,723,404

297,817



$

3,930,196


Period Ended
7/31/20072

Year Ended
7/31/2006


Class K Shares:

Shares

Amount

Shares

Amount


Shares sold

1,340

$

18,665

--

$

--

Shares redeemed

(7

)

(99

)

--

--


NET CHANGE RESULTING FROM
CLASS K SHARE TRANSACTIONS

1,333

$

18,566

--



$

--


NET CHANGE RESULTING FROM
SHARE TRANSACTIONS

4,782,105



$

64,996,013

923,713

 
$

12,098,258


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to
July 31, 2006.

2 Reflects operations for the period from December 12, 2006 (date of initial public investment) to
July 31, 2007.

Redemption Fees

Prior to December 11, 2006, the Fund imposed a 2.00% redemption fee to shareholders of the Fund’s Institutional Shares, Class A Shares and Class C Shares who redeem shares held for 30 days or less. Shares acquired by reinvestment of dividends or distributions of the Fund, or purchased pursuant to the Systematic Investment Program or withdrawn pursuant to the Systematic Withdrawal Program, were not subject to the redemption fee. All redemption fees was recorded by the Fund as additions to paid-in-capital.

4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to differing treatments for cost adjustment on REITs and partnership income.

For the year ended July 31, 2007, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)


Paid-In Capital

   

Undistributed
Net Investment
Income

   

Accumulated
Net Realized
Gains


$365

$(92,804)

$92,439


Net investment income (loss), net realized gains (losses), and net assets were not affected by this reclassification.

The tax character of distributions as reported on the Statement of Changes in Net Assets for the years ended July 31, 2007 and 2006, was as follows:

   

2007

2006


Ordinary income1

$3,667,344

$2,863,368


Long-term capital gains

$3,685,887

$3,065,795


1 For tax purposes short-term capital gain distributions are considered ordinary income distributions.

As of July 31, 2007, the components of distributable earnings on a tax basis were as follows:


Undistributed ordinary income

$

5,960,881


Undistributed long-term capital gain

$

3,380,432


Net unrealized appreciation

$

5,411,743


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to differing treatments for the deferral of losses on wash sales, deferral of paydowns and REIT adjustments and partnership.

At July 31, 2007, the cost of investments for federal tax purposes was $142,664,681. The net unrealized appreciation of investments for federal tax purposes was $5,411,743. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $9,766,020 and net unrealized depreciation from investments for those securities having an excess of cost over value of $4,354,277.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated MDTA LLC is the Fund’s investment adviser (the “Adviser”). The advisory agreement between the Fund and Adviser provides for an annual fee equal to 0.75% of the Fund’s average daily net assets. Under the investment advisory contract, which is subject to annual review by the Trustees, the Adviser will waive all or a portion of the advisory fee and/or reimburse certain operating expenses (excluding interest, taxes and brokerage commissions) in order to contractually limit the Fund’s aggregate annual operating expenses to no more than the following annual percentages for certain Classes of the Fund based on average daily net assets:


Share Class

Percentage of Average Daily
Net Assets of Class


Institutional Shares

1.25%


Class A Shares

1.50%


Class C Shares

2.25%


The Adviser has agreed to keep these contractual limitations in place through December 8, 2008.

In addition, after fulfilling its contractual commitment, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. For the year ended July 31, 2007, the Adviser waived $95,564 of its fee. An affiliate o the Adviser reimbursed $12,494 of transfer and dividend disbursing agent recordkeeping fees.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement (the “Agreement”), provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:


Administrative Fee

Average Aggregate Daily Net Assets
of the Federated Funds


0.150%

on the first $5 billion


0.125%

on the next $5 billion


0.100%

on the next $10 billion


0.075%

on assets in excess of $20 billion


The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. During the period from July 15, 2006 through December 8, 2006, the administrator contractually agreed to waive a portion of its fee which it would otherwise be entitled to receive from the Fund under the Agreement. The level of fees payable by the Fund to FAS for the period will not exceed the level of fees which the Fund would have paid during the period to its previous service provider under its previous administrative services contract. In addition, FAS may voluntarily choose to waive any portion of its fee. For the year ended July 31, 2007, the net fee paid to FAS was 0.134% of average daily net assets of the Fund. FAS waived $85,184 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act, which became effective December 11, 2006. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund’s Class A Shares, Class C Shares and Class K Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses of up to the following percentages of average daily net assets annually, to compensate FSC:


Share Class

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

0.75%


Class K Shares

0.50%


Prior to December 11, 2006, the Fund incurred distribution expenses according to the following schedule annually, to compensate FSC:


Share Class

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

1.00%


When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended July 31, 2007, FSC retained $74,254 of fees paid by the Fund.

Sales Charges

For the year ended July 31, 2007, FSC retained $36,549 in sales charges from the sale of Class A Shares. FSC also retained $4,565 of contingent deferred sales charges relating to redemptions of Class C Shares. See “What Do Shares Cost?” in the Prospectus.

Shareholder Services Fee

Effective December 11, 2006, the Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund’s Class A Shares and Class C Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. FSSC may voluntarily reimburse the Fund for shareholder services fees and/or other operating expenses of the Fund. For the year ended July 31, 2007, FSSC did not receive any fees paid by the Fund.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses so that the total operating expenses (including the distribution (12b-1) fee) paid by the Fund’s Institutional Shares, Class A Shares, Class C Shares and Class K Shares (after the voluntary waivers and reimbursements) will not exceed 1.15%, 1.40%, 2.15% and 1.90%, respectively, for the fiscal year ending July 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after September 30, 2008.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

Transactions with Affiliated Companies

Affiliated holdings are mutual funds which are managed by the Adviser or an affiliate of the Adviser. The Adviser has agreed to reimburse the Fund for certain investment adviser fees as a result of transactions in other affiliated mutual funds. For the year ended July 31, 2007, the Adviser reimbursed $856 in connection with the affiliated mutual funds listed below. Transactions with affiliated companies during the year ended July 31, 2007 are as follows:

Affiliates

   

Balance of
Shares Held
7/31/2006

   

Purchases/
Additions

   

Sales/
Reductions

   

Balance of
Shares Held
7/31/2007

   

Value

   

Dividend
Income/
Allocated
Investment
Income


Emerging Markets Fixed-Income Core Fund

--

42,893

13,670

29,223

$621,983

$34,199


Federated Mortgage Core Portfolio

--

1,720,828

--

1,720,828

$16,709,234

$420,748


High Yield Bond Portfolio

--

336,781

72,258

264,523

$1,745,851

$87,837


Prime Value Obligations Fund, Institutional Shares

--

13,260,871

5,073,740

8,187,131

$8,187,131

$57,045


TOTAL OF AFFILIATED TRANSACTIONS

--

15,361,373

5,159,668

10,201,705

$27,264,199

$599,829


6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the year ended July 31, 2007, were as follows:


Purchases

$

246,671,433


Sales

$

187,623,125


7. LINE OF CREDIT

The Fund participates in a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the Fund did not utilize the LOC.

8. INTERFUND LENDING

Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other funds advised by subsidiaries of Federated Investors, Inc., may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from other participating affiliated funds. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the program was not utilized.

9. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, “Federated”), along with various investment companies sponsored by Federated (“Funds”) were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated’s first public announcement that it had received requests for information on shareholder trading activities in the Funds from the SEC, the Office of the New York State Attorney General (“NYAG”), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as late as a fund’s last NAV calculation in the first required financial statement reporting period. As a result, the Fund will adopt FIN 48 no later than January 31, 2008. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund’s financial statement disclosures.

11. FEDERAL TAX INFORMATION (UNAUDITED)

For the year ended July 31, 2007, the amount of long-term capital gains designated by the Fund was $3,685,887.

For the fiscal year ended July 31, 2007, 20.35% of total income (including short-term capital gain) distributions made by the Fund are qualifying dividends which may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Act of 2003. Complete information is reported in conjunction with the reporting of your distributions on Form 1099-DIV.

Of the ordinary income (including short-term capital gain) distributions made by the Fund during the year ended July 31, 2007, 18.35% qualify for the dividend received deduction available to corporate shareholders.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF FEDERATED MDT SERIES AND SHAREHOLDERS OF FEDERATED MDT BALANCED FUND:

We have audited the accompanying statement of assets and liabilities of Federated MDT Balanced Fund (the “Fund”) (one of the portfolios constituting Federated MDT Series), including the portfolio of investments, as of July 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein for the years ended July 31, 2007, 2006 and 2003. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for each of the two years in the period ended July 31, 2005 were audited by another independent registered public accounting firm whose report, dated September 19, 2005 expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated MDT Balanced Fund, a portfolio of Federated MDT Series, at July 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein for the years ended July 31, 2007, 2006 and 2003, in conformity with U.S. generally accepted accounting principles.

Ernst & Young LLP

Boston, Massachusetts
September 19, 2007

Board of Trustees and Trust Officers

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Trust comprised eight portfolios, and the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund’s Statement of Additional Information includes additional information about Trust Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex’s Executive Committee.

Previous Positions: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: August 2006

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for interested status: John F. Donahue is the father of J. Christopher Donahue; both are interested due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is interested because his son-in-law is employed by the Funds principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children’s Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant.

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Thomas M. ONeill
Birth Date: June 14, 1951
95 Standish Street
P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting).

Other Directorships Held: Director, Midway Pacific (lumber); Board of Overseers, Children’s Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Previous Positions: Public Relations/Marketing Consultant/Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College.

Other Directorships Held: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation


OFFICERS


Name
Birth Date
Positions Held with Trust
Date Began Serving

Principal Occupation(s) for Past Five Years and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
SECRETARY
Began serving: August 2006

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.


Richard A. Novak
Birth Date: December 25, 1963
TREASURER
Began serving: August 2006

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Previous Positions: Controller of Federated Investors, Inc.; Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.


Brian P. Bouda
Birth Date: February 28, 1947
SENIOR VICE PRESIDENT AND
CHIEF COMPLIANCE OFFICER
Began serving: August 2006

Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.


Evaluation and Approval of Advisory Contract

FEDERATED MDT BALANCED FUND (THE FUND)

The Fund’s Board reviewed the Fund’s investment advisory contract at meetings held in May 2007. The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

In this connection, the Federated funds had previously appointed a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated fund. The Senior Officer has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below. The Board considered that evaluation, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with and considered judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser’s fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser’s cost of providing the services; the extent to which the Adviser may realize “economies of scale” as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser’s services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for what might be viewed as like services, and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise and accompany the Senior Officer’s evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board’s formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board also received information on particular matters as the need arose. Thus, the Board’s consideration of the advisory contract included review of the Senior Officer’s evaluation, accompanying data and additional reports covering such matters as: the Adviser’s investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or “peer group” funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund’s investment objectives; the Fund’s expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund’s portfolio securities (if any); and the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates. The Board also considered the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund’s relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The Board’s evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund’s performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund’s investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund’s ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund’s investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser’s investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated’s fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, using data supplied by independent fund ranking organizations, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups are highly important in judging the reasonableness of proposed fees.

For the periods ending December 31, 2006, the Fund’s performance for the three year period was above the median of the relevant peer group, and the Fund’s performance fell below the median of the relevant peer group for the one year period. The Board discussed the Fund’s performance with the Adviser and recognized the efforts being undertaken by the Adviser. The Board will continue to monitor these efforts and the performance of the Fund.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated’s subsidiaries for providing other services to the Federated funds under separate contracts (e.g., for serving as the Federated funds’ administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades. In addition, the Board considered the fact that, in order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have disclosed to fund investors and/or indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs (and the unavoidable arbitrary aspects of that exercise) and the lack of consensus on how to allocate those costs may render such allocation reports unreliable. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board and the Senior Officer also reviewed a report compiled by Federated comparing profitability information for Federated to other publicly held fund management companies. In this regard, the Senior Officer noted the limited availability of such information, but nonetheless concluded that Federated’s profit margins did not appear to be excessive and the Board agreed.

The Senior Officer’s evaluation also discussed the notion of possible realization of “economies of scale” as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in areas such as personnel and processes for the portfolio management, compliance, and risk management functions; distribution efforts; and systems technology; that support all of the Federated funds, and that the benefits of these efforts (as well as any economies, should they exist) were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which (as discussed in independently prepared materials included in the Senior Officer’s evaluation) is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with “breakpoints” that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated’s fund advisory services at this time.

For the Fund’s most recently completed fiscal year, the Fund’s investment advisory fee after waivers and expense reimbursements, if any, was below the median of the relevant peer group. The Board reviewed the fees and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive.

The Senior Officer’s evaluation noted his belief that the information and observations contained in his evaluation supported his finding that the proposed management fees are reasonable, and that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. Under these circumstances, no changes were recommended to, and no objection was raised to the continuation of the Fund’s advisory contract. For 2006, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser’s industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board’s approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were necessarily relevant to the Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board’s decision to approve the contract reflects its determination that Federated’s performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from Federated’s website at FederatedInvestors.com. To access this information from the “Products” section of the website, click on the “Prospectuses and Regulatory Reports” link under “Related Information”, then select the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Prospectuses and Regulatory Reports” link. Form N-PX filings are also available at the SEC’s website at www.sec.gov.

Quarterly Portfolio Schedule

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC.
(Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the “Products” section of Federated’s website at FederatedInvestors.com by clicking on “Portfolio Holdings” under “Related Information,” then selecting the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page click, on the “Portfolio Holdings” link.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund’s prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

Federated Investors
World-Class Investment Manager

Federated MDT Balanced Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R825

37323 (9/07)

Federated is a registered mark of Federated Investors, Inc.
2007 ©Federated Investors, Inc.

 

Federated Investors
World-Class Investment Manager

Federated MDT Large Cap Growth Fund

Established 2005

A Portfolio of Federated MDT Series



ANNUAL SHAREHOLDER REPORT

July 31, 2007

Class A Shares
Class B Shares
Class C Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLE
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND TRUST OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Financial Highlights--Class A Shares

(For a Share Outstanding Throughout Each Period)

   

Year
Ended

7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$10.17

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.14

)3

(0.10

)3

Net realized and unrealized gain on investments

2.20

0.27


TOTAL FROM INVESTMENT OPERATIONS

2.06

0.17


Less Distributions:

Distributions from net realized gain on investments

(0.11

)

--


Net Asset Value, End of Period

$12.12

$10.17


Total Return4

20.38

%

1.70

%


 

Ratios to Average Net Assets:


Net expenses

1.50

%

2.01

%5


Net investment income (loss)

(1.14

)%

(0.93

)%5


Expense waiver/reimbursement6

2.30

%

20.55

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$88,826

$183


Portfolio turnover

630

%

237

%


1 MDT Large Cap Growth Fund (the Predecessor Fund) was reorganized into Federated MDT Large Cap Growth Fund (the Fund) as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Financial Highlights--Class B Shares

(For a Share Outstanding Throughout the Period)

   

Period
Ended
7/31/2007

1


Net Asset Value, Beginning of Period

$11.48

Income From Investment Operations:

Net investment income (loss)

(0.08

)2

Net realized and unrealized gain on investments

0.78


TOTAL FROM INVESTMENT OPERATIONS

0.70


Net Asset Value, End of Period

$12.18


Total Return3

6.10

%


 

Ratios to Average Net Assets:


Net expenses

2.24

%4


Net investment income (loss)

(1.95

)%4


Expense waiver/reimbursement5

0.54

%4


Supplemental Data:


Net assets, end of period (000 omitted)

$46,933


Portfolio turnover6

630

%


1 Reflects operations for the period from March 29, 2007 (date of initial public investment) to
July 31, 2007.

2 Per share numbers have been calculated using the average shares method.

3 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.

4 Computed on an annualized basis.

5 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

6 Portfolio turnover is calculated at the Fund level. Percentage indicated was calculated for the year ended July 31, 2007.

See Notes which are an integral part of the Financial Statements

Financial Highlights--Class C Shares

(For a Share Outstanding Throughout Each Period)

   

Year
Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$10.10

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.22

)3

(0.19

)3

Net realized and unrealized gain on investments

2.17

0.29


TOTAL FROM INVESTMENT OPERATIONS

1.95

0.10


Less Distributions:

Distributions from net realized gain on investments

(0.11

)

--


Net Asset Value, End of Period

$11.94

$10.10


Total Return4

19.42

%

1.00

%


 

Ratios to Average Net Assets:


Net expenses

2.25

%

2.76

%5


Net investment income (loss)

(1.83

)%

(1.68

)%5


Expense waiver/reimbursement6

5.64

%

20.55

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$14,388

$147


Portfolio turnover

630

%

237

%


1 The Predecessor Fund was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase or redemption payments and (2) ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2007 to July 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase or redemption payments. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

   

Beginning
Account Value
2/1/2007

   

Ending
Account Value
7/31/2007

   

Expenses Paid
During Period1


Actual:


Class A Shares

$1,000

$1,071.60

$7.70


Class B Shares

$1.000

$1,070.40

$7.94


Class C Shares

$1,000

$1,067.00

$11.53


Hypothetical (assuming a 5% return before expenses):


Class A Shares

$1,000

$1,017.36

$7.50


Class B Shares

$1.000

$1,013.69

$11.18


Class C Shares

$1,000

$1,013.64

$11.23


1Actual expense information for the Funds Class B Shares is for the period from March 29, 2007 (date of initial public investment) to July 31, 2007. Actual expenses are equal to the annualized net expense ratio of the Funds Class B Shares, multiplied by 125/365 (to reflect the period from initial public investment to July 31, 2007). Hypothetical expense information for Class A Shares, Class B Shares and Class C Shares is presented on the basis of the full one-half year period to enable comparison to other funds. It is based on assuming the same net expense ratio and average account value over the period, but it is multiplied by 181/365 (to reflect the full half-year period). The annualized net expense ratios are as follows:


Class A Shares

1.50%


Class B Shares

2.24%


Class C Shares

2.25%


Management’s Discussion of Fund Performance

The fund’s total return, based on net asset value, for the fiscal year ended July 31, 2007, was 20.38% for Class A Shares, 19.71% for Class B Shares and 19.42% for Class C Shares1. The total return of the Russell 1000® Growth Index (Russell 1000G®)2 was 19.48% for the same period. The fund’s total return for the fiscal year reflected actual cash flows, transaction costs and other expenses which were not reflected in the total return of the Russell index. The total return of the Lipper Large Cap Growth Funds Index3 was 17.67% for the same period.

1 The fund is the successor to the MDT Large Cap Growth Fund pursuant to a reorganization that took place on December 8, 2006. Prior to that date, the fund had no investment operations. Accordingly, the performance information provided is historical information of the MDT Large Cap Growth Fund.

2 The Russell 1000® Growth Index measures the performance of those Russell 1000® companies with higher price-to-book ratios and higher forecasted growth values. The index is unmanaged, and unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all the mutual funds designated by Lipper Analytical Servcies, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

MARKET OVERVIEW

Over the twelve month reporting period ended July 31, 2007, domestic equity markets enjoyed a positive, if somewhat rocky, performance highlighted by a sudden decline in late February and another decline as the reporting period ended in July. The Russell 3000® Index,4 which represents the performance of the 3000 largest U.S. companies by market capitalization, finished the period up a solid 16.08%. Mid-cap stocks lead the way as demonstrated by the 18.93% return on the Russell Midcap® Index,5 which exceeded the 15.48% and 12.12% results for the Russell Top 200® Index6 and the Russell 2000® Index,7 respectively. Growth stocks outperformed value stocks by a wide margin during the year with the Russell 3000® Growth Index8 returning 19.24% as compared to 12.97% for the Russell 3000 Value® Index.9 The best performing sectors during the reporting period in the Russell 3000® Index were Materials (up 35.67%), Telecommunication Services (up 30.35%) and Information Technology (up 29.43%). Underperforming sectors included Financials (up just 2.11%, negatively influenced by a disruption in credit markets late in the reporting period), Health Care (up 8.23%) and Consumer Staples (up 11.12%).

4 Russell 3000® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. The index is unmanaged, and unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

5 The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 31% of the total market capitalization of the Russell 1000 Index. The index is unmanaged, and unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

6 The Russell Top 200® Index measures the performance of the 200 largest companies in the Russell 1000 Index, which represents approximately 69% of the total market capitalization of the Russell 1000 Index. The index is unmanaged, and unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

7 The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index. The index is unmanaged, and unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

8 The Russell 3000® Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000 Growth or the Russell 2000 Growth indexes. The index is unmanaged, and unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

9 The Russell 3000® Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000 Value or the Russell 2000 Value indexes. The index is unmanaged, and unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

FUND PERFORMANCE

The most significant positive factor in the fund’s performance relative to the Russell 1000® Growth Index was its stock selection in the Consumer Discretionary and Energy sectors. Additionally, the fund’s stock selection and relative weighting in the Industrials and Financials sectors provided moderate contributions to relative performance. The most significant negative factor in the fund’s performance relative to the Russell 1000® Growth Index was its stock selection in the Information Technology sector. The underweight of this sector, which outperformed the benchmark, also detracted from relative performance.

Individual stocks contributing to the fund’s performance relative to the Russell 1000® Growth Index included: Apple Computer Inc., Schlumberger Limited, Comcast Corp., 3M Co., and Schering Plough Corp.

Individual stocks detracting from the fund’s performance relative to the Russell 1000® Growth Index included: Cisco Systems Inc., Microsoft Corp., Intel Corp., Du Pont, and Caremark Rx Inc.

GROWTH OF A $10,000 INVESTMENT - CLASS A SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT Large Cap Growth Fund (Class A Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell 1000® Growth Index (Russell 1000® Growth)2 and the Lipper Large-Cap Growth Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

13.77%


Start of Performance (9/15/2005)

8.09%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum sales charge of 5.50%.

1 Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charge of 5.50% ($10,000 investment minus $550 sales charge = $9,450). The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 1000 Growth and the Lipper Large-Cap Growth Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 1000® Growth Index is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective category indicated. Lipper figures do not reflect sales charges.

GROWTH OF A $10,000 INVESTMENT - CLASS B SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT Large Cap Growth Fund (Class B Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell 1000® Growth Index (Russell 1000® Growth)2 and the Lipper Large-Cap Growth Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

14.21%


Start of Performance (9/15/2005)4

8.41%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum contingent deferred sales charge (CDSC) of 5.50%, as applicable.

1 Represents a hypothetical investment of $10,000 in the Fund. The maximum CDSC is 5.50% on any redemption less than one year from the purchase date. The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 1000 Growth and the Lipper Large-Cap Growth Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 1000® Growth Index is not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services Inc. as falling into the respective category indicated. Lipper figures do not reflect sales charges.

4 The start of performance date was September 15, 2005. Class B Shares of the Fund were offered beginning March 29, 2007. Performance results shown before that date are for the Funds Institutional Shares and have been adjusted for the maximum CDSC and total annual operating expenses applicable to the Funds Class B Shares. The Funds Institutional Shares commenced operations September 15, 2005. The Funds Class B Shares annual returns would have been substantially similar to those of the Funds Institutional Shares because Shares of each class are invested in the same portfolio of securities.

GROWTH OF A $10,000 INVESTMENT - CLASS C SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT Large Cap Growth Fund (Class C Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell 1000® Growth Index (Russell 1000® Growth)2 and the Lipper Large-Cap Growth Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

18.42%


Start of Performance (9/15/2005)

10.50%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum contingent deferred sales charge (CDSC) of 1.00%, as applicable.

1 Represents a hypothetical investment of $10,000 in the Fund. The maximum CDSC is 1.00% on any redemption less than one year from the purchase date. The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 1000 Growth and the Lipper Large-Cap Growth Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 1000 Growth® Index is not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services Inc. as falling into the respective category indicated. Lipper figures do not reflect sales charges.

Portfolio of Investments Summary Table

At July 31, 2007, the Fund’s industry composition1 was as follows:

Industry

Percentage of
Total Net Assets


Internet Services

6.7

%


Oil Well Supply

6.5

%


Services to Medical Professionals

6.5

%


Defense Aerospace

6.2

%


Discount Department Stores

6.0

%


Biotechnology

4.9

%


Ethical Drugs

4.4

%


Recreational Vehicles

3.8

%


Commodity Chemicals

3.7

%


Home Products

3.7

%


Computers--Low End

3.6

%


Industrial Machinery

3.3

%


Agricultural Chemicals

2.6

%


Paint & Related Materials

2.3

%


Telecommunication Equipment & Services

2.3

%


Metal Fabrication

2.1

%


Office Equipment

2.1

%


Office Supplies

2.0

%


Software Packaged/Custom

1.9

%


Auto Original Equipment Manufacturers

1.8

%


Financial Services

1.8

%


Offshore Driller

1.6

%


Semiconductor Manufacturing

1.6

%


Diversified Leisure

1.4

%


Multi-Industry Transportation

1.2

%


Oil Service, Explore & Drill

1.2

%


Specialty Retailing

1.1

%


Clothing Stores

1.0

%


Miscellaneous Machinery

1.0

%


Regional Bank

1.0

%


Other2

9.3

%


Cash Equivalents3

1.8

%


Other Assets and Liabilities--Net4

   

(0.4

)%


TOTAL

   

100.0

%


1 Except for Cash Equivalents and Other Assets and Liabilities, industry classifications are based upon, and individual securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS.

2 For purposes of this table, industry classifications which constitute less than 1.0% of the Funds total net assets have been aggregated under the designation Other.

3 Cash Equivalents include any investments in money market mutual funds and/or overnight repurchase agreements.

4 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

Portfolio of Investments

July 31, 2007

Shares

   

   

Value


COMMON STOCKS--98.6%

Advertising--0.4%

9,065

1

Lamar Advertising Co., Class A

$

539,639


Agricultural Chemicals--2.6%

61,926

Monsanto Co.

3,991,131


Auto Original Equipment Manufacturers--1.8%

21,632

1

AutoZone, Inc.

2,743,154


Biotechnology--4.9%

37,790

1

Genentech, Inc.

2,810,820

18,263

1

Genzyme Corp.

1,151,847

93,199

1

Gilead Sciences, Inc.

3,469,799


TOTAL

7,432,466


Cement--0.4%

4,841

Martin Marietta Materials

663,217


Clothing Stores--1.0%

54,206

Ross Stores, Inc.

1,568,180


Commodity Chemicals--3.7%

120,776

Du Pont (E.I.) de Nemours & Co.

5,643,862


Computer Services--0.3%

6,110

1

Cognizant Technology Solutions Corp.

494,788


Computers - Low End--3.6%

41,335

1

Apple, Inc.

5,446,300


Construction Machinery--0.4%

9,074

Manitowoc, Inc.

704,778


Defense Aerospace--6.2%

59,481

Boeing Co.

6,152,120

36,113

General Dynamics Corp.

2,837,037

7,713

Goodrich (B.F.) Co.

485,225


TOTAL

9,474,382


Defense Electronics--0.6%

8,336

1

First Solar, Inc.

938,384


Discount Department Stores--6.0%

128,995

TJX Cos., Inc.

3,579,611

119,470

Wal-Mart Stores, Inc.

5,489,647


TOTAL

9,069,258


COMMON STOCKS--continued

Diversified Leisure--1.4%

47,016

Carnival Corp.

$

2,083,279


Ethical Drugs--4.4%

60,206

Schering Plough Corp.

1,718,279

102,241

Wyeth

4,960,733


TOTAL

6,679,012


Financial Services--1.8%

4,006

FactSet Research Systems

264,356

10,177

Janus Capital Group, Inc.

305,921

7,099

Mastercard, Inc., Class A

1,141,519

7,885

Nymex Holdings, Inc.

981,683


TOTAL

2,693,479


Home Products--3.7%

83,647

Kimberly-Clark Corp.

5,626,934


Household Appliances--0.7%

10,324

Whirlpool Corp.

1,054,184


Industrial Machinery--3.3%

98,764

Dover Corp.

5,036,964


Internet Services--6.7%

61,642

1

Amazon.com, Inc.

4,841,363

5,400

1

Priceline.com, Inc.

344,520

154,131

1

eBay, Inc.

4,993,844


TOTAL

10,179,727


Medical Technology--0.8%

6,071

1

Intuitive Surgical, Inc.

1,290,755


Metal Fabrication--2.1%

23,229

Precision Castparts Corp.

3,183,767


Miscellaneous Machinery--1.0%

26,603

Illinois Tool Works, Inc.

1,464,495


Miscellaneous Components--0.3%

14,381

Amphenol Corp., Class A

492,693


Multi-Industry Transportation--1.2%

16,928

FedEx Corp.

1,874,607


Mutual Fund Adviser--0.7%

8,774

Franklin Resources, Inc.

1,117,544


Office Equipment--2.1%

69,698

Pitney Bowes, Inc.

3,213,078


Office Supplies--2.0%

49,541

Avery Dennison Corp.

3,038,845


COMMON STOCKS--continued

Offshore Driller--1.6%

3,927

Noble Corp.

$

402,360

2,718

Tidewater, Inc.

185,966

17,054

1

Transocean, Inc.

1,832,452


TOTAL

2,420,778


Oil Refiner--0.7%

15,100

Valero Energy Corp.

1,011,851


Oil Service, Explore & Drill--1.2%

7,675

1

Grant Prideco, Inc.

430,568

16,898

1

McDermott International, Inc.

1,401,520


TOTAL

1,832,088


Oil Well Supply--6.5%

5,067

1

Cameron International Corp.

395,226

5,306

1

FMC Technologies, Inc.

485,605

16,329

1

National-Oilwell, Inc.

1,961,276

64,061

Schlumberger Ltd.

6,067,858

6,111

Smith International, Inc.

375,277

11,197

1

Weatherford International Ltd.

619,530


TOTAL

9,904,772


Other Communications Equipment--0.6%

15,977

Harris Corp.

876,818


Paint & Related Materials--2.3%

50,615

Sherwin-Williams Co.

3,527,359


Plastic Containers--0.3%

15,828

Sealed Air Corp.

431,313


Recreational Vehicles--3.8%

101,073

Harley Davidson, Inc.

5,793,504


Regional Bank--1.0%

52,133

Synovus Financial Corp.

1,457,639


Semiconductor Manufacturing--1.6%

19,774

KLA-Tencor Corp.

1,122,965

37,041

Linear Technology Corp.

1,320,512


TOTAL

2,443,477


Semiconductor Manufacturing Equipment--0.8%

19,835

1

Lam Research Corp.

1,147,256


COMMON STOCKS--continued

Services to Medical Professionals--6.5%

40,635

1

Express Scripts, Inc., Class A

$

2,037,032

40,851

1

Health Net, Inc.

2,023,759

105

1

Humana, Inc.

6,729

28,884

1

Medco Health Solutions, Inc.

2,347,403

43,955

UnitedHealth Group, Inc.

2,128,741

17,304

1

Wellpoint, Inc.

1,299,876


TOTAL

9,843,540


Shoes--0.3%

7,809

1

Crocs, Inc.

463,230


Software Packaged/Custom--1.9%

41,113

1

Activision, Inc.

703,443

5,755

1

Akamai Technologies, Inc.

195,440

20,254

1

Autodesk, Inc.

858,162

4,177

1

F5 Networks, Inc.

362,104

32,011

1

Sybase, Inc.

759,301


TOTAL

2,878,450


Specialty Retailing--1.1%

6,152

Abercrombie & Fitch Co., Class A

430,025

37,672

Advance Auto Parts, Inc.

1,309,855


TOTAL

1,739,880


Steam Generation Machinery--0.5%

6,733

1

Foster Wheeler Ltd.

756,721


Telecommunication Equipment & Services--2.3%

124,619

1

Corning, Inc.

2,970,917

11,592

Qualcomm, Inc.

482,807


TOTAL

3,453,724


Undesignated Consumer Cyclical--0.4%

5,529

1

ITT Educational Services, Inc.

584,194


Undesignated Consumer Staples--0.2%

6,493

1

NBTY, Inc.

282,705


COMMON STOCKS--continued

Undesignated Energy--0.9%

33,788

1

NRG Energy, Inc.

$

1,302,527


TOTAL COMMON STOCKS
(IDENTIFIED COST $145,341,003)

149,890,728


MUTUAL FUND--1.8%

2,729,873

2,3

Prime Value Obligations Fund, Institutional Shares, 5.25%
(AT NET ASSET VALUE)

2,729,873


TOTAL INVESTMENTS--100.4%
(IDENTIFIED COST $148,070,876)4

152,620,601


OTHER ASSETS AND LIABILITIES - NET--(0.4)%

(675,237

)


TOTAL NET ASSETS--100%

$

151,945,364


1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 The cost of investments for federal tax purposes amounts to $148,376,943.

Note: The categories of investments are shown as a percentage of net assets at July 31, 2007.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

July 31, 2007

Assets:

   

   

Total investments in securities, at value including $2,729,873 of investments in an affiliated issuer (Note 5) (identified cost $148,070,876)

$

152,620,601

Cash

8,432

Income receivable

10,962

Receivable for investments sold

1,958,101

Receivable for shares sold

1,978,811


TOTAL ASSETS

156,576,907


Liabilities:

Payable for investments purchased

$

4,237,057

Payable for shares redeemed

201,925

Payable for Directors’/Trustees’ fees

92

Payable for distribution services fee (Note 5)

37,693

Payable for shareholder services fee (Note 5)

35,737

Accrued expenses

119,039


TOTAL LIABILITIES

4,631,543


Net assets for 12,533,212 shares outstanding

$

151,945,364


Net Assets Consist of:

Paid-in capital

$

522,131,516

Net unrealized appreciation of investments

4,549,725

Accumulated net realized gain on investments

(374,735,877

)


TOTAL NET ASSETS

$

151,945,364


Net Asset Value, Offering Price and Redemption Proceeds Per Share

Institutional Shares:

Net asset value per share ($1,797,802 ÷ 147,397 shares outstanding),
no par value, unlimited shares authorized

$12.20


Offering price per share

$12.20


Redemption proceeds per share

$12.20


Class A Shares:

Net asset value per share ($88,826,229 ÷ 7,328,249 shares outstanding),
no par value, unlimited shares authorized

$12.12


Offering price per share (100/94.50 of $12.12)1

$12.83


Redemption proceeds per share

$12.12


Class B Shares:

Net asset value per share ($46,933,450 ÷ 3,852,906 shares outstanding),
no par value, unlimited shares authorized

$12.18


Offering price per share

$12.18


Redemption proceeds per share (94.50/100 of $12.18)1

$11.51


Class C Shares:

Net asset value per share ($14,387,883 ÷ 1,204,660 shares outstanding),
no par value, unlimited shares authorized

$11.94


Offering price per share

$11.94


Redemption proceeds per share (99.00/100 of $11.94)1

$11.82


1 See What Do Shares Cost? in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended July 31, 2007

Investment Income:

   

   

   

Dividends (including $9,410 received from an affiliated issuer (Note 5))

$

63,212

Interest

1,456


TOTAL INCOME

64,668


Expenses:

Investment adviser fee (Note 5)

$

128,888

Administrative personnel and services fee (Note 5)

243,738

Custodian fees

10,507

Transfer and dividend disbursing agent fees and expenses

129,918

Auditing fees

15,375

Legal fees

9,336

Portfolio accounting fees

71,956

Distribution services fee--Class A Shares (Note 5)

378

Distribution services fee--Class B Shares (Note 5)

37,205

Distribution services fee--Class C Shares (Note 5)

9,404

Shareholder services fee--Class A Shares (Note 5)

24,769

Shareholder services fee--Class B Shares (Note 5)

12,402

Shareholder services fee--Class C Shares (Note 5)

2,838

Share registration costs

79,176

Printing and postage

25,088

Insurance premiums

6,087

Miscellaneous

3,875


TOTAL EXPENSES

810,940


Waivers and Reimbursements:

Waiver/reimbursement of investment adviser fee (Note 5)

$

(128,888

)

Waiver of administrative personnel and services fee (Note 5)

(109,683

)

Waiver of transfer and dividend disbursing agent fees and expenses

(12,933

)

Waiver of portfolio accounting fees

(21,422

)

Reimbursement of other operating expenses (Note 5)

(236,203

)


TOTAL WAIVERS AND REIMBURSEMENTS

(509,129

)


Net expenses

301,811


Net investment income (loss)

(237,143

)


Realized and Unrealized Gain (Loss) on Investments:

Net realized gain on investments

21,083,611

Net change in unrealized depreciation of investments

(22,417,969

)


Net realized and unrealized loss on investments

(1,334,358

)


Change in net assets resulting from operations

$

(1,571,501

)


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

   

Year
Ended
7/31/2007

   

Period
Ended
7/31/2006

1


Increase (Decrease) in Net Assets

Operations:

Net investment income (loss)

$

(237,143

)

$

(2,998

)

Net realized gain on investments

21,083,611

18,102

Net change in unrealized appreciation/depreciation of investments

(22,417,969

)

(13,048

)


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

(1,571,501

)

2,056


Distributions to Shareholders:

Distributions from net realized gain on investments

Institutional Shares

(7,447

)

--

Class A Shares

(6,679

)

--

Class C Shares

(2,090

)

--


CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS

(16,216

)

--


Share Transactions:

Proceeds from sale of shares

15,014,670

765,410

Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Large Cap Growth Fund

144,301,541

--

Net asset value of shares issued to shareholders in payment of distributions declared

12,437

--

Cost of shares redeemed

(6,430,649

)

(132,687

)

Redemption fees

303

--


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

152,898,302

632,723


Change in net assets

151,310,585

634,779


Net Assets:

Beginning of period

634,779

--


End of period

$

151,945,364

$

634,779


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

July 31, 2007

1. ORGANIZATION

Federated MDT Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of eight diversified portfolios. The financial statements included herein are only those of Federated MDT Large Cap Growth Fund (the “Fund”), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held. Each portfolio pays its own expenses. The Fund offers four classes of shares: Institutional Shares, Class A Shares, Class B Shares and Class C Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. The financial highlights of the Institutional Shares are presented separately. The primary investment objective of the Fund is long-term capital appreciation.

MDT Large Cap Growth Fund (the “Predecessor Fund”) was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. The Fund is the successor to the Predecessor Fund, which commenced operations on September 15, 2005.

The Fund commenced offering Class B Shares on March 29, 2007.

On June 22, 2007, the Fund received a tax-free transfer of assets from the Federated Large Cap Growth Fund, as follows:

Shares of
the Fund
Issued

   

Federated
Large Cap
Growth Fund
Net Assets
Received

   

Unrealized
Appreciation1

   

Net Assets
of the Fund
Immediately
Prior to
Combination

   

Net Assets of
Federated
Large Cap
Growth Fund
Immediately
Prior to
Combination

   

Net Assets
of the Fund
Immediately
After
Combination


11,747,685

$144,301,541

$26,980,742

$5,111,245

$144,301,541

$149,412,786


1 Unrealized appreciation is included in the Federated Large Cap Growth Fund Net Assets Received amount shown above.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund’s portfolio securities are determined as follows:

  • for equity securities, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available;
  • in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;
  • for investments in other open-end registered investment companies, based on net asset value (NAV);
  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the “Trustees”) may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • prices for total return swaps are based upon a valuation model determined by management incorporating underlying reference indexes, interest rates, yield curves and other market data or factors; prices for credit default swaps are furnished by an independent pricing service and are based upon a valuation model incorporating default probabilities, recovery rates and other market data or factors; prices for interest rate swaps are furnished by an independent pricing service and are based upon a valuation model incorporating interest rates, yield curves and other market data or factors;
  • for mortgage-backed securities, based on the aggregate investment value of the projected cash flows to be generated by the security, as furnished by an independent pricing service;
  • for other fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices (other than prices of mortgage-backed securities) are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities, except that prices for corporate fixed-income and asset-backed securities traded in the United States are generally intended to be indicative of the mean between such bid prices and asked prices. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities using the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates are generally determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation is done by others under the direction of Fund management. An event is considered material if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund’s custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund’s adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date. Distributions of net investment income, if any, are declared and paid annually. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each class may bear certain expenses unique to that class such as distribution and shareholder services fees. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed-income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Institutional Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

118,282

$

1,376,167

40,934

$

407,353

Shares issued to shareholders in payment of distributions declared

644


7,254

--


--

Shares redeemed

(1,456

)

(17,389

)

(11,007

)

(118,788

)

Redemption fees

--

99

--

--


NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

117,470

$

1,366,131

29,927

  $

288,565


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class A Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

598,688

$

7,229,781

19,173

$

206,989

Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Large Cap Growth Fund

7,017,437

86,102,187

--

--

Shares issued to shareholders in payment of distributions declared

405


4,547

--


--

Shares redeemed

(306,231

)

(3,782,665

)

(1,223

)

(12,810

)

Redemption fees

--

152

--

--


NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

7,310,299

$

89,554,002

17,950

  $

194,179


   

Period Ended
7/31/20072

   

Year Ended
7/31/2006


Class B Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

38,188

$

475,507

--

$

--

Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Large Cap Growth Fund

4,008,927

49,471,669

--

--

Shares redeemed

(194,209

)

(2,424,626

)

--

--


NET CHANGE RESULTING FROM CLASS B SHARE TRANSACTIONS

3,852,906

$

47,522,550

--

$

--


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class C Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

486,056

$

5,933,215

14,649

$

151,068

Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Large Cap Growth Fund

721,321

8,727,685

--

--

Shares issued to shareholders in payment of distributions declared

57


636

--



--

Shares redeemed

(17,323

)

(205,969

)

(100

)

(1,089

)

Redemption fees

--

52

--

--


NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

1,190,111

$

14,455,619

14,549

  $

149,979


NET CHANGE RESULTING FROM SHARE TRANSACTIONS

12,470,786

  $

152,898,302

62,426

  $

632,723


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

2 Reflects operations for the period from March 29, 2007 (date of initial public investment) to July 31, 2007.

Redemption Fees

Prior to December 11, 2006, the Fund imposed a 2.00% redemption fee to shareholders of the Fund’s Institutional Shares, Class A Shares and Class C Shares who redeem shares held for 30 days or less. Shares acquired by reinvestment of dividends or distributions of the Fund, or purchased pursuant to the Systematic Investment Program or withdrawn pursuant to the Systematic Withdrawal Program, were not subject to the redemption fee. All redemption fees were recorded by the Fund as additions to paid-in-capital.

4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to differing treatments for net operating loss, expiration of capital loss carryforwards, capital loss carryforwards from Fund merger and deferred wash sales from Fund merger.

For the year ended July 31, 2007, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)


Paid-In Capital

   

Undistributed
Net Investment
Income (Loss)

   

Accumulated
Net Realized
Loss


$395,581,233

$237,143

$(395,818,376)


Net investment income (loss), net realized gains (losses), and net assets were not affected by this reclassification.

The tax character of distributions as reported on the Statement of Changes in Net Assets for the year ended July 31, 2007 was as follows:

   

2007


Ordinary income1

$16,216


1 For tax purposes short-term capital gain distributions are considered ordinary income distributions.

As of July 31, 2007, the components of distributable earnings on a tax basis were as follows:


Undistributed ordinary income

   

$

6,354,311


Undistributed long-term capital gains

$

12,029,434


Net unrealized appreciation

$

4,243,658


Capital loss carryforwards

$

(392,813,555

)


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to differing treatments for the deferral of losses on wash sales.

At July 31, 2007, the cost of investments for federal tax purposes was $148,376,943. The net unrealized appreciation of investments for federal tax purposes was $4,243,658. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $9,466,770 and net unrealized depreciation from investments for those securities having an excess of cost over value of $5,223,112.

At July 31, 2007, the Fund had a capital loss carryforward of $392,813,555 which will reduce the Fund’s taxable income arising from future net realized gains on investments, if any, to the extent permitted by the Code and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal income tax. Pursuant to the Code, such capital loss carryforward will expire as follows:

Expiration Year

   

Expiration Amount


2008

$294,478,872


2009

$76,646,626


2010

$21,688,057


As a result of the tax-free transfer of assets from Federated Large Cap Growth Fund, certain capital loss carryforwards listed above may be limited.

The Fund used capital loss carryforwards of $2,227,653 to offset taxable capital gains realized during the year ended July 31, 2007. Additionally, capital loss carryforwards of $3,983,104 expired during the year ended July 31, 2007.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated MDTA LLC is the Fund’s investment adviser (the “Adviser”). The advisory agreement between the Fund and Adviser provides for an annual fee equal to 0.75% of the Fund’s average daily net assets. Under the investment advisory contract, which is subject to annual review by the Trustees, the Adviser will waive all or a portion of the advisory fee and/or reimburse certain operating expenses (excluding interest, taxes and brokerage commissions) in order to contractually limit the Fund’s aggregate annual operating expenses to no more than the following annual percentages for certain classes of the Fund based on average daily net assets:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Institutional Shares

1.80%


Class A Shares

2.05%


Class C Shares

2.80%


The Adviser has agreed to keep these contractual limitations in place through December 8, 2008.

In addition, after fulfilling its contractual commitment, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. For the year ended July 31, 2007, the Adviser waived $128,757 of its fee and reimbursed $236,203 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement (the “Agreement”), provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:

Administrative Fee

   

Average Aggregate Daily Net Assets
of the Federated Funds


0.150%

on the first $5 billion


0.125%

on the next $5 billion


0.100%

on the next $10 billion


0.075%

on assets in excess of $20 billion


The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. During the period from July 15, 2006 through December 8, 2006, the administrator contractually agreed to waive the portion of its fee which it would otherwise be entitled to receive from the Fund under the Agreement. The level of fees payable by the Fund to FAS for the period will not exceed the level of fees which the Fund would have paid during the period to its previous service provider under its previous administrative services contract. In addition, FAS may voluntarily choose to waive any portion of its fee. For the year ended July 31, 2007, the net fee paid to FAS was 0.502% of average daily net assets of the Fund. FAS waived $109,683 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act which became effective on December 11, 2006. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund’s Class A Shares, Class B Shares and Class C Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses of up to the following percentages of average daily net assets annually, to compensate FSC:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class B Shares

0.75%


Class C Shares

0.75%


Prior to December 11, 2006, the Fund incurred distribution expenses according to the following schedule annually, to compensate FSC.

Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

1.00%


When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended July 31, 2007, FSC retained $8,880 of fees paid by the Fund.

Sales Charges

For the year ended July 31, 2007, FSC retained $3,448 in sales charges from the sale of Class A Shares. See “What Do Shares Cost?” in the Prospectus.

Shareholder Services Fee

Effective December 11, 2006, the Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund’s Class A Shares, Class B Shares and Class C Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. Financial intermediaries may include a company affiliated with management of Federated Investors, Inc. For the year ended July 31, 2007, FSSC did not receive any fees paid by the Fund. A financial intermediary affiliated with management of Federated Investors, Inc. received $4,446 of Service Fees for the year ended July 31, 2007.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses so that the total operating expenses (including the distribution (12b-1) fee) paid by the Fund’s Institutional Shares, Class A Shares, Class B Shares and Class C Shares (after the voluntary waivers and reimbursements) will not exceed 1.25%, 1.50%, 2.25% and 2.25%, respectively, for the fiscal year ending July 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after September 30, 2008.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

Transactions with Affiliated Companies

Affiliated holdings are mutual funds which are managed by the Adviser or an affiliate of the Adviser. The Adviser has agreed to reimburse the Fund for certain investment adviser fees as a result of transactions in other affiliated mutual funds. For the year ended July 31, 2007, the Adviser reimbursed $131 in connection with the affiliated mutual fund listed below. Transactions with the affiliated company during the year ended July 31, 2007 are as follows:

Affiliate

   

Balance of
Shares Held
7/31/2006

   

Purchases/
Additions

   

Sales/
Reductions

   

Balance of
Shares Held
7/31/2007

   

Value

   

Dividend
Income


Prime Value Obligations Fund, Institutional Shares

--

8,218,683

5,488,810

2,729,873

$2,729,873

$9,410


6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the year ended July 31, 2007, were as follows:


Purchases

   

$

159,240,189


Sales

$

153,225,112


7. LINE OF CREDIT

The Fund participates in a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the Fund did not utilize the LOC.

8. INTERFUND LENDING

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (SEC), the Fund, along with other funds advised by subsidiaries of Federated Investors, Inc., may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from other participating affiliated funds. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the program was not utilized.

9. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, “Federated”), along with various investment companies sponsored by Federated (“Funds”) were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated’s first public announcement that it had received requests for information on shareholder trading activities in the Funds from the SEC, the Office of the New York State Attorney General (“NYAG”), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as late as a fund’s last NAV calculation in the first required financial statement reporting period. As a result, the Fund will adopt FIN 48 no later than January 31, 2008. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund’s financial statement disclosures.

11. FEDERAL TAX INFORMATION (UNAUDITED)

For the fiscal year ended July 31, 2007, 18.06% of total ordinary dividends paid by the Fund are qualifying dividends which may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Act of 2003. Complete information is reported in conjunction with the reporting of your distributions on Form 1099-DIV.

Of the ordinary income (including short-term capital gain) distributions made by the Fund during the year ended July 31, 2007, 19.41% qualify for the dividend received deduction available to corporate shareholders.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF FEDERATED MDT SERIES AND SHAREHOLDERS OF FEDERATED MDT LARGE CAP GROWTH FUND

We have audited the accompanying statement of assets and liabilities of Federated MDT Large Cap Growth Fund (the “Fund”) (one of the portfolios constituting Federated MDT Series), including the portfolio of investments, as of July 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated MDT Large Cap Growth Fund, a portfolio of Federated MDT Series, at July 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Boston, Massachusetts
September 19, 2007

Board of Trustees and Trust Officers

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Trust comprised eight portfolios, and the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund’s Statement of Additional Information includes additional information about Trust Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex’s Executive Committee.

Previous Positions: Chairman of the Federated Fund Complex;
Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: August 2006

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for interested status: John F. Donahue is the father of J. Christopher Donahue; both are interested due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is interested because his son-in-law is employed by the Funds principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children’s Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant.

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Thomas M. ONeill
Birth Date: June 14, 1951
95 Standish Street
P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting).

Other Directorships Held: Director, Midway Pacific (lumber); Board of Overseers, Children’s Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Previous Positions: Public Relations/Marketing Consultant/Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College.

Other Directorships Held: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation.


OFFICERS


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
SECRETARY
Began serving: August 2006

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.


Richard A. Novak
Birth Date: December 25, 1963
TREASURER
Began serving: August 2006

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Previous Positions: Controller of Federated Investors, Inc.; Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.


Brian P. Bouda
Birth Date: February 28, 1947
SENIOR VICE PRESIDENT and
CHIEF COMPLIANCE OFFICER
Began serving: August 2006

Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.


Evaluation and Approval of Advisory Contract

FEDERATED MDT LARGE CAP GROWTH FUND (THE FUND)

The Fund’s Board reviewed the Fund’s investment advisory contract at meetings held in May 2007. The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

In this connection, the Federated funds had previously appointed a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated fund. The Senior Officer has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below. The Board considered that evaluation, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with and considered judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser’s fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser’s cost of providing the services; the extent to which the Adviser may realize “economies of scale” as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser’s services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for what might be viewed as like services, and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise and accompany the Senior Officer’s evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board’s formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board also received information on particular matters as the need arose. Thus, the Board’s consideration of the advisory contract included review of the Senior Officer’s evaluation, accompanying data and additional reports covering such matters as: the Adviser’s investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or “peer group” funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund’s investment objectives; the Fund’s expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund’s portfolio securities (if any); and the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates. The Board also considered the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund’s relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The Board’s evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund’s performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund’s investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund’s ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund’s investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser’s investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated’s fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, using data supplied by independent fund ranking organizations, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups are highly important in judging the reasonableness of proposed fees.

The Fund’s performance fell below the median of the relevant peer group for the one year period ending December 31, 2006. The Board discussed the Fund’s performance with the Adviser and recognized the efforts being undertaken by the Adviser. The Board will continue to monitor these efforts and the performance of the Fund.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated’s subsidiaries for providing other services to the Federated funds under separate contracts (e.g., for serving as the Federated funds’ administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades. In addition, the Board considered the fact that, in order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have disclosed to fund investors and/or indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs (and the unavoidable arbitrary aspects of that exercise) and the lack of consensus on how to allocate those costs may render such allocation reports unreliable. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board and the Senior Officer also reviewed a report compiled by Federated comparing profitability information for Federated to other publicly held fund management companies. In this regard, the Senior Officer noted the limited availability of such information, but nonetheless concluded that Federated’s profit margins did not appear to be excessive and the Board agreed.

The Senior Officer’s evaluation also discussed the notion of possible realization of “economies of scale” as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in areas such as personnel and processes for the portfolio management, compliance, and risk management functions; distribution efforts; and systems technology; that support all of the Federated funds, and that the benefits of these efforts (as well as any economies, should they exist) were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which (as discussed in independently prepared materials included in the Senior Officer’s evaluation) is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with “breakpoints” that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated’s fund advisory services at this time.

It was noted that for the Fund’s most recently completed fiscal year, the Fund’s investment advisory fee was waived in its entirety. The Board reviewed the contractual fee rate and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive.

The Senior Officer’s evaluation noted his belief that the information and observations contained in his evaluation supported his finding that the proposed management fees are reasonable, and that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. Under these circumstances, no changes were recommended to, and no objection was raised to the continuation of the Fund’s advisory contract. For 2006, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser’s industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board’s approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were necessarily relevant to the Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board’s decision to approve the contract reflects its determination that Federated’s performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Funds use to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from Federated’s website at FederatedInvestors.com. To access this information from the “Products” section of the website, click on the “Prospectuses and Regulatory Reports” link under “Related Information”, then select the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Prospectuses and Regulatory Reports” link. Form N-PX filings are also available at the SEC’s website at www.sec.gov.

Quarterly Portfolio Schedule

The Funds file with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the “Products” section of Federated’s website at FederatedInvestors.com by clicking on “Portfolio Holdings” under “Related Information,” then selecting the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page click, on the “Portfolio Holdings” link.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the fund’s prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

Federated Investors
World-Class Investment Manager

Federated MDT Large Cap Growth Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R700
Cusip 31421R684
Cusip 31421R809

37329 (9/07)

Federated is a registered mark of Federated Investors, Inc.
2007 ©Federated Investors, Inc.

 

Federated Investors
World-Class Investment Manager

Federated MDT Large Cap Growth Fund

A Portfolio of Federated MDT Series



ANNUAL SHAREHOLDER REPORT

July 31, 2007

Institutional Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLE
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND TRUST OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Not FDIC Insured * May Lose Value * No Bank Guarantee

Financial Highlights

(For a Share Outstanding Throughout Each Period)

   

Year
Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$10.20

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.03

)3

(0.07

)3

Net realized and unrealized gain on investments

2.14

0.27


TOTAL FROM INVESTMENT OPERATIONS

2.11

0.20


Less Distributions:

Distributions from net realized gain on investments

(0.11)

--


Net Asset Value, End of Period

$12.20

$10.20


Total Return4

20.81

%

2.00

%


 

Ratios to Average Net Assets:


Net expenses

1.25

%

1.76

%5


Net investment income (loss)

(0.29

)%

(0.68

)%5


Expense waiver/reimbursement6

19.41

%

20.55

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$1,798

$305


Portfolio turnover

630

%

237

%


1 MDT Large Cap Growth Fund (the Predecessor Fund) was reorganized into the Federated MDT Large Cap Growth Fund (the Fund) as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2007 to July 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

   

Beginning
Account Value
2/1/2007

   

Ending
Account Value
7/31/2007

   

Expenses Paid
During Period1


Actual

$1,000

$1,073.90

$6.38


Hypothetical (assuming a 5% return before expenses)

$1,000

$1,018.65

$6.21


1 Expenses are equal to the Funds annualized net expense ratio of 1.24%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Management’s Discussion of Fund Performance

The fund’s total return, based on net asset value, for the fiscal year ended July 31, 2007, was 20.81% for Institutional Shares.1 The total return of the Russell 1000® Growth Index (Russell 1000 Growth®)2 was 19.48% for the same period. The fund’s total return for the fiscal year reflected actual cash flows, transaction costs and other expenses which were not reflected in the total return of the Russell 1000 Growth. The total return of the Lipper Large-Cap Growth Funds Index3 was 17.67% for the same period.

1 The fund is the successor to the MDT Large Cap Growth Fund pursuant to a reorganization that took place on December 8, 2006. Prior to that date, the fund had no investment operations. Accordingly, the performance information provided is historical information of the MDT Large Cap Growth Fund.

2 The Russell 1000® Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The index is unmanaged, and unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all mutual funds designated by Lipper Analytical Services, inc. as falling into the respective categories indicated.

 

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

MARKET OVERVIEW

Over the twelve month reporting period ended July 31, 2007, domestic equity markets enjoyed a positive, if somewhat rocky, performance highlighted by a sudden decline in late February and another decline as the reporting period ended in July. The Russell 3000® Index,4 which represents the performance of the 3000 largest U.S. companies by market capitalization, finished the period up a solid 16.08%. Mid-cap stocks lead the way as demonstrated by the 18.93% return on the Russell Midcap® Index,5 which exceeded the 15.48% and 12.12% results for the Russell Top 200® Index6 and the Russell 2000® Index,7 respectively. Growth stocks outperformed value stocks by a wide margin during the year with the Russell 3000® Growth Index8 returning 19.24% as compared to 12.97% for the Russell 3000 Value® Index.9

The best performing sectors during the reporting period in the Russell 3000® Index were Materials (up 35.67%), Telecommunication Services (up 30.35%) and Information Technology (up 29.43%). Underperforming sectors included Financials (up just 2.11%, negatively influenced by a disruption in credit markets late in the reporting period), Health Care (up 8.23%) and Consumer Staples (up 11.12%).

4 Russell 3000® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. The index is unmanaged and unlike the Fund is not affected by cashflows. It is not possible to invest directly in an index.

5 The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 31% of the total market capitalization of the Russell 1000 Index. The index is unmanaged, and unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

6 The Russell Top 200® Index measures the performance of the 200 largest companies in the Russell 1000 Index, which represents approximately 69% of the total market capitalization of the Russell 1000 Index. The index is unmanaged, and unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

7 The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index. The index is unmanaged, and unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

8 The Russell 3000® Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000 Growth or the Russell 2000 Growth indexes. The index is unmanaged, and unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

9 The Russell 3000® Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000 Value or the Russell 2000 Value indexes. The index is unmanaged, and unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

FUND PERFORMANCE

The most significant positive factor in the fund’s performance relative to the Russell 1000® Growth Index was its stock selection in the Consumer Discretionary and Energy sectors. Additionally, the fund’s stock selection and relative weighting in the Industrials and Financials sectors provided moderate contributions to relative performance. The most significant negative factor in the fund’s performance relative to the Russell 1000® Growth Index was its stock selection in the Information Technology sector. The underweight of this sector, which outperformed the benchmark, also detracted from relative performance.

Individual stocks contributing to the fund’s performance relative to the Russell 1000® Growth Index included: Apple Computer Inc., Schlumberger Limited, Comcast Corp., 3M Co., and Schering Plough Corp.

Individual stocks detracting from the fund’s performance relative to the Russell 1000® Growth Index included: Cisco Systems Inc., Microsoft Corp., Intel Corp., Du Pont, and Caremark Rx Inc.

GROWTH OF A $25,000 INVESTMENT -- INSTITUTIONAL SHARES

The graph below illustrates the hypothetical investment of $25,0001 in the Federated MDT Large Cap Growth Fund (Institutional Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell 1000® Growth Index (Russell 1000® Growth)2 and the Lipper Large-Cap Growth Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

20.81%


Start of Performance (9/15/2005)

11.77%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 1000® Growth and the Lipper Large-Cap Growth Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 1000® Growth Index is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective category indicated. Lipper figures do not reflect sales charges.

Portfolio of Investments Summary Table

At July 31, 2007, the Fund’s industry composition1 was as follows:

Industry

Percentage of
Total Net Assets


Internet Services

6.7

%


Oil Well Supply

6.5

%


Services to Medical Professionals

6.5

%


Defense Aerospace

6.2

%


Discount Department Stores

6.0

%


Biotechnology

4.9

%


Ethical Drugs

4.4

%


Recreational Vehicles

3.8

%


Commodity Chemicals

3.7

%


Home Products

3.7

%


Computers--Low End

3.6

%


Industrial Machinery

3.3

%


Agricultural Chemicals

2.6

%


Paint & Related Materials

2.3

%


Telecommunication Equipment & Services

2.3

%


Metal Fabrication

2.1

%


Office Equipment

2.1

%


Office Supplies

2.0

%


Software Packaged/Custom

1.9

%


Auto Original Equipment Manufacturers

1.8

%


Financial Services

1.8

%


Offshore Driller

1.6

%


Semiconductor Manufacturing

1.6

%


Diversified Leisure

1.4

%


Multi-Industry Transportation

1.2

%


Oil Service, Explore & Drill

1.2

%


Specialty Retailing

1.1

%


Clothing Stores

1.0

%


Miscellaneous Machinery

1.0

%


Regional Bank

1.0

%


Other2

9.3

%


Cash Equivalents3

1.8

%


Other Assets and Liabilities--Net4

(0.4

)%


TOTAL

100.0

%


1 Except for Cash Equivalents and Other Assets and Liabilities, industry classifications are based upon, and individual securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS.

2 For purposes of this table, industry classifications which constitute less than 1.0% of the Funds total net assets have been aggregated under the designation Other.

3 Cash Equivalents include any investments in money market mutual funds and/or overnight repurchase agreements.

4 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

Portfolio of Investments

July 31, 2007

Shares

   

   

Value


COMMON STOCKS--98.6%

Advertising--0.4%

9,065

1

Lamar Advertising Co., Class A

$

539,639


Agricultural Chemicals--2.6%

61,926

Monsanto Co.

3,991,131


Auto Original Equipment Manufacturers--1.8%

21,632

1

AutoZone, Inc.

2,743,154


Biotechnology--4.9%

37,790

1

Genentech, Inc.

2,810,820

18,263

1

Genzyme Corp.

1,151,847

93,199

1

Gilead Sciences, Inc.

3,469,799


TOTAL

7,432,466


Cement--0.4%

4,841

Martin Marietta Materials

663,217


Clothing Stores--1.0%

54,206

Ross Stores, Inc.

1,568,180


Commodity Chemicals--3.7%

120,776

Du Pont (E.I.) de Nemours & Co.

5,643,862


Computer Services--0.3%

6,110

1

Cognizant Technology Solutions Corp.

494,788


Computers - Low End--3.6%

41,335

1

Apple, Inc.

5,446,300


Construction Machinery--0.4%

9,074

Manitowoc, Inc.

704,778


Defense Aerospace--6.2%

59,481

Boeing Co.

6,152,120

36,113

General Dynamics Corp.

2,837,037

7,713

Goodrich (B.F.) Co.

485,225


TOTAL

9,474,382


Defense Electronics--0.6%

8,336

1

First Solar, Inc.

938,384


Discount Department Stores--6.0%

128,995

TJX Cos., Inc.

3,579,611

119,470

Wal-Mart Stores, Inc.

5,489,647


TOTAL

9,069,258


COMMON STOCKS--continued

Diversified Leisure--1.4%

47,016

Carnival Corp.

$

2,083,279


Ethical Drugs--4.4%

60,206

Schering Plough Corp.

1,718,279

102,241

Wyeth

4,960,733


TOTAL

6,679,012


Financial Services--1.8%

4,006

FactSet Research Systems

264,356

10,177

Janus Capital Group, Inc.

305,921

7,099

Mastercard, Inc., Class A

1,141,519

7,885

Nymex Holdings, Inc.

981,683


TOTAL

2,693,479


Home Products--3.7%

83,647

Kimberly-Clark Corp.

5,626,934


Household Appliances--0.7%

10,324

Whirlpool Corp.

1,054,184


Industrial Machinery--3.3%

98,764

Dover Corp.

5,036,964


Internet Services--6.7%

61,642

1

Amazon.com, Inc.

4,841,363

5,400

1

Priceline.com, Inc.

344,520

154,131

1

eBay, Inc.

4,993,844


TOTAL

10,179,727


Medical Technology--0.8%

6,071

1

Intuitive Surgical, Inc.

1,290,755


Metal Fabrication--2.1%

23,229

Precision Castparts Corp.

3,183,767


Miscellaneous Machinery--1.0%

26,603

Illinois Tool Works, Inc.

1,464,495


Miscellaneous Components--0.3%

14,381

Amphenol Corp., Class A

492,693


Multi-Industry Transportation--1.2%

16,928

FedEx Corp.

1,874,607


Mutual Fund Adviser--0.7%

8,774

Franklin Resources, Inc.

1,117,544


Office Equipment--2.1%

69,698

Pitney Bowes, Inc.

3,213,078


COMMON STOCKS--continued

Office Supplies--2.0%

49,541

Avery Dennison Corp.

$

3,038,845


Offshore Driller--1.6%

3,927

Noble Corp.

402,360

2,718

Tidewater, Inc.

185,966

17,054

1

Transocean, Inc.

1,832,452


TOTAL

2,420,778


Oil Refiner--0.7%

15,100

Valero Energy Corp.

1,011,851


Oil Service, Explore & Drill--1.2%

7,675

1

Grant Prideco, Inc.

430,568

16,898

1

McDermott International, Inc.

1,401,520


TOTAL

1,832,088


Oil Well Supply--6.5%

5,067

1

Cameron International Corp.

395,226

5,306

1

FMC Technologies, Inc.

485,605

16,329

1

National-Oilwell, Inc.

1,961,276

64,061

Schlumberger Ltd.

6,067,858

6,111

Smith International, Inc.

375,277

11,197

1

Weatherford International Ltd.

619,530


TOTAL

9,904,772


Other Communications Equipment--0.6%

15,977

Harris Corp.

876,818


Paint & Related Materials--2.3%

50,615

Sherwin-Williams Co.

3,527,359


Plastic Containers--0.3%

15,828

Sealed Air Corp.

431,313


Recreational Vehicles--3.8%

101,073

Harley Davidson, Inc.

5,793,504


Regional Bank--1.0%

52,133

Synovus Financial Corp.

1,457,639


Semiconductor Manufacturing--1.6%

19,774

KLA-Tencor Corp.

1,122,965

37,041

Linear Technology Corp.

1,320,512


TOTAL

2,443,477


Semiconductor Manufacturing Equipment--0.8%

19,835

1

Lam Research Corp.

1,147,256


COMMON STOCKS--continued

Services to Medical Professionals--6.5%

40,635

1

Express Scripts, Inc., Class A

$

2,037,032

40,851

1

Health Net, Inc.

2,023,759

105

1

Humana, Inc.

6,729

28,884

1

Medco Health Solutions, Inc.

2,347,403

43,955

UnitedHealth Group, Inc.

2,128,741

17,304

1

Wellpoint, Inc.

1,299,876


TOTAL

9,843,540


Shoes--0.3%

7,809

1

Crocs, Inc.

463,230


Software Packaged/Custom--1.9%

41,113

1

Activision, Inc.

703,443

5,755

1

Akamai Technologies, Inc.

195,440

20,254

1

Autodesk, Inc.

858,162

4,177

1

F5 Networks, Inc.

362,104

32,011

1

Sybase, Inc.

759,301


TOTAL

2,878,450


Specialty Retailing--1.1%

6,152

Abercrombie & Fitch Co., Class A

430,025

37,672

Advance Auto Parts, Inc.

1,309,855


TOTAL

1,739,880


Steam Generation Machinery--0.5%

6,733

1

Foster Wheeler Ltd.

756,721


Telecommunication Equipment & Services--2.3%

124,619

1

Corning, Inc.

2,970,917

11,592

Qualcomm, Inc.

482,807


TOTAL

3,453,724


Undesignated Consumer Cyclical--0.4%

5,529

1

ITT Educational Services, Inc.

584,194


Undesignated Consumer Staples--0.2%

6,493

1

NBTY, Inc.

282,705


Undesignated Energy--0.9%

33,788

1

NRG Energy, Inc.

1,302,527


TOTAL COMMON STOCKS (IDENTIFIED COST $145,341,003)

149,890,728


MUTUAL FUND--1.8%

2,729,873

2,3

Prime Value Obligations Fund, Institutional Shares, 5.25%
(AT NET ASSET VALUE)

$

2,729,873


TOTAL INVESTMENTS--100.4%
(IDENTIFIED COST $148,070,876)4

152,620,601


OTHER ASSETS AND LIABILITIES - NET--(0.4)%

(675,237

)


TOTAL NET ASSETS--100%

$

151,945,364


1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 The cost of investments for federal tax purposes amounts to $148,376,943.

Note: The categories of investments are shown as a percentage of net assets at July 31, 2007.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

July 31, 2007

Assets:

   

   

Total investments in securities, at value including $2,729,873 of investments in an affiliated issuer (Note 5) (identified cost $148,070,876)

$

152,620,601

Cash

8,432

Income receivable

10,962

Receivable for investments sold

1,958,101

Receivable for shares sold

1,978,811


TOTAL ASSETS

156,576,907


Liabilities:

Payable for investments purchased

$

4,237,057

Payable for shares redeemed

201,925

Payable for Directors’/Trustees’ fees

92

Payable for distribution services fee (Note 5)

37,693

Payable for shareholder services fee (Note 5)

35,737

Accrued expenses

119,039


TOTAL LIABILITIES

4,631,543


Net assets for 12,533,212 shares outstanding

$

151,945,364


Net Assets Consist of:

Paid-in capital

$

522,131,516

Net unrealized appreciation of investments

4,549,725

Accumulated net realized gain on investments

(374,735,877

)


TOTAL NET ASSETS

$

151,945,364


Net Asset Value, Offering Price and Redemption Proceeds Per Share

Institutional Shares:

Net asset value per share ($1,797,802 ÷ 147,397 shares outstanding),
no par value, unlimited shares authorized

$12.20


Offering price per share

$12.20


Redemption proceeds per share

$12.20


Class A Shares:

Net asset value per share ($88,826,229 ÷ 7,328,249 shares outstanding),
no par value, unlimited shares authorized

$12.12


Offering price per share (100/94.50 of $12.12)1

$12.83


Redemption proceeds per share

$12.12


Class B Shares:

Net asset value per share ($46,933,450 ÷ 3,852,906 shares outstanding),
no par value, unlimited shares authorized

$12.18


Offering price per share

$12.18


Redemption proceeds per share (94.50/100 of $12.18)1

$11.51


Class C Shares:

Net asset value per share ($14,387,883 ÷ 1,204,660 shares outstanding),
no par value, unlimited shares authorized

$11.94


Offering price per share

$11.94


Redemption proceeds per share (99.00/100 of $11.94)1

$11.82


1 See What Do Shares Cost? in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended July 31, 2007

Investment Income:

   

   

   

Dividends (including $9,410 received from an affiliated issuer (Note 5))

$

63,212

Interest

1,456


TOTAL INCOME

64,668


Expenses:

Investment adviser fee (Note 5)

$

128,888

Administrative personnel and services fee (Note 5)

243,738

Custodian fees

10,507

Transfer and dividend disbursing agent fees and expenses

129,918

Auditing fees

15,375

Legal fees

9,336

Portfolio accounting fees

71,956

Distribution services fee--Class A Shares (Note 5)

378

Distribution services fee--Class B Shares (Note 5)

37,205

Distribution services fee--Class C Shares (Note 5)

9,404

Shareholder services fee--Class A Shares (Note 5)

24,769

Shareholder services fee--Class B Shares (Note 5)

12,402

Shareholder services fee--Class C Shares (Note 5)

2,838

Share registration costs

79,176

Printing and postage

25,088

Insurance premiums

6,087

Miscellaneous

3,875


TOTAL EXPENSES

810,940


Waivers and Reimbursements:

Waiver/reimbursement of investment adviser fee (Note 5)

$

(128,888

)

Waiver of administrative personnel and services fee (Note 5)

(109,683

)

Waiver of transfer and dividend disbursing agent fees and expenses

(12,933

)

Waiver of portfolio accounting fees

(21,422

)

Reimbursement of other operating expenses (Note 5)

(236,203

)


TOTAL WAIVERS AND REIMBURSEMENTS

(509,129

)


Net expenses

301,811


Net investment income (loss)

(237,143

)


Realized and Unrealized Gain (Loss) on Investments:

Net realized gain on investments

21,083,611

Net change in unrealized depreciation of investments

(22,417,969

)


Net realized and unrealized loss on investments

(1,334,358

)


Change in net assets resulting from operations

$

(1,571,501

)


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

   

Year Ended
7/31/2007

   

Period
Ended
7/31/2006

1


Increase (Decrease) in Net Assets

Operations:

Net investment income (loss)

$

(237,143

)

$

(2,998

)

Net realized gain on investments

21,083,611

18,102

Net change in unrealized appreciation/depreciation of investments

(22,417,969

)

(13,048

)


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

(1,571,501

)

2,056


Distributions to Shareholders:

Distributions from net realized gain on investments

Institutional Shares

(7,447

)

--

Class A Shares

(6,679

)

--

Class C Shares

(2,090

)

--


CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS

(16,216

)

--


Share Transactions:

Proceeds from sale of shares

15,014,670

765,410

Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Large Cap Growth Fund

144,301,541

--

Net asset value of shares issued to shareholders in payment of distributions declared

12,437

--

Cost of shares redeemed

(6,430,649

)

(132,687

)

Redemption fees

303

--


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

152,898,302

632,723


Change in net assets

151,310,585

634,779


Net Assets:

Beginning of period

634,779

--


End of period

$

151,945,364

$

634,779


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

July 31, 2007

1. ORGANIZATION

Federated MDT Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of eight diversified portfolios. The financial statements included herein are only those of Federated MDT Large Cap Growth Fund (the “Fund”), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held. Each portfolio pays its own expenses. The Fund offers four classes of shares: Institutional Shares, Class A Shares, Class B Shares and Class C Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. The financial highlights of the Class A Shares, Class B Shares and Class C Shares are presented separately. The primary investment objective of the Fund is long-term capital appreciation.

MDT Large Cap Growth Fund (the “Predecessor Fund”) was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. The Fund is the successor to the Predecessor Fund, which commenced operations on September 15, 2005.

The Fund commenced offering Class B Shares on March 29, 2007.

On June 22, 2007, the Fund received a tax-free transfer of assets from the Federated Large Cap Growth Fund, as follows:

Shares of
the Fund
Issued

   

Federated Large
Cap Growth Fund
Net Assets
Received

   

Unrealized
Appreciation1

   

Net Assets
of the Fund
Immediately
Prior to
Combination

   

Net Assets of
Federated Large
Cap Growth Fund
Immediately
Prior to
Combination

   

Net Assets
of the Fund
Immediately
After
Combination


11,747,685

$144,301,541

$26,980,742

$5,111,245

$144,301,541

$149,412,786


1 Unrealized appreciation is included in the Federated Large Cap Growth Fund Net Assets Received amount shown above.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund’s portfolio securities are determined as follows:

  • for equity securities, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available;
  • in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;
  • for investments in other open-end registered investment companies, based on net asset value (NAV);
  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the “Trustees”) may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • prices for total return swaps are based upon a valuation model determined by management incorporating underlying reference indexes, interest rates, yield curves and other market data or factors; prices for credit default swaps are furnished by an independent pricing service and are based upon a valuation model incorporating default probabilities, recovery rates and other market data or factors; prices for interest rate swaps are furnished by an independent pricing service and are based upon a valuation model incorporating interest rates, yield curves and other market data or factors;
  • for mortgage-backed securities, based on the aggregate investment value of the projected cash flows to be generated by the security, as furnished by an independent pricing service;
  • for other fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices (other than prices of mortgage-backed securities) are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities, except that prices for corporate fixed-income and asset-backed securities traded in the United States are generally intended to be indicative of the mean between such bid prices and asked prices. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities using the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates are generally determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation is done by others under the direction of Fund management. An event is considered material if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund’s custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund’s adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date. Distributions of net investment income, if any, are declared and paid annually. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each class may bear certain expenses unique to that class such as distribution and shareholder services fees. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed-income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Institutional Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

118,282

$

1,376,167

40,934

$

407,353

Shares issued to shareholders in payment of distributions declared

644



7,254

--


--

Shares redeemed

(1,456

)

(17,389

)

(11,007

)

(118,788

)

Redemption fees

--

99

--

--


NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

117,470

$

1,366,131

29,927

  $

288,565


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class A Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

598,688

$

7,229,781

19,173

$

206,989

Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Large Cap Growth Fund

7,017,437

86,102,187

--




--

Shares issued to shareholders in payment of distributions declared

405



4,547

--


--

Shares redeemed

(306,231

)

(3,782,665

)

(1,223

)

(12,810

)

Redemption fees

--

152

--

--


NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

7,310,299

$

89,554,002

17,950

  $

194,179


   

Period Ended
7/31/20072

   

Year Ended
7/31/2006


Class B Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

38,188

$

475,507

--

--

Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Large Cap Growth Fund

4,008,927

49,471,669

--



--

Shares redeemed

(194,209

)

(2,424,626

)

--

--


NET CHANGE RESULTING FROM CLASS B SHARE TRANSACTIONS

3,852,906

$

47,522,550

--

--



   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class C Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

486,056

$

5,933,215

14,649

$

151,068

Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Large Cap Growth Fund

721,321

8,727,685

--



--

Shares issued to shareholders in payment of distributions declared

57


636

--



--

Shares redeemed

(17,323

)

(205,969

)

(100

)

(1,089

)

Redemption fees

--

52

--

--


NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

1,190,111

$

14,455,619

14,549

  $

149,979


NET CHANGE RESULTING FROM SHARE TRANSACTIONS

12,470,786

  $

152,898,302

62,426

  $

632,723


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

2 Reflects operations for the period from March 29, 2007 (date of initial public investment) to July 31, 2007.

Redemption Fees

Prior to December 11, 2006, the Fund imposed a 2.00% redemption fee to shareholders of the Fund’s Institutional Shares, Class A Shares and Class C Shares who redeem shares held for 30 days or less. Shares acquired by reinvestment of dividends or distributions of the Fund, or purchased pursuant to the Systematic Investment Program or withdrawn pursuant to the Systematic Withdrawal Program, were not subject to the redemption fee. All redemption fees were recorded by the Fund as additions to paid-in-capital.

4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to differing treatments for net operating loss, expiration of capital loss carryforwards, capital loss carryforwards from Fund merger and deferred wash sales from Fund merger.

For the year ended July 31, 2007, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)


Paid-In Capital

   

Undistributed
Net Investment
Income (Loss)

   

Accumulated
Net Realized
Loss


$395,581,233

$237,143

$(395,818,376

)


Net investment income (loss), net realized gains (losses), and net assets were not affected by this reclassification.

The tax character of distributions as reported on the Statement of Changes in Net Assets for the year ended July 31, 2007 was as follows:

   

2007


Ordinary income1

$16,216


1 For tax purposes short-term capital gain distributions are considered ordinary income distributions.

As of July 31, 2007, the components of distributable earnings on a tax basis were as follows:


Undistributed ordinary income

   

$

6,354,311


Undistributed long-term capital gains

$

12,029,434


Net unrealized appreciation

$

4,243,658


Capital loss carryforwards

$

(392,813,555

)


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to differing treatments for the deferral of losses on wash sales.

At July 31, 2007, the cost of investments for federal tax purposes was $148,376,943. The net unrealized appreciation of investments for federal tax purposes was $4,243,658. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $9,466,770 and net unrealized depreciation from investments for those securities having an excess of cost over value of $5,223,112.

At July 31, 2007, the Fund had a capital loss carryforward of $392,813,555 which will reduce the Fund’s taxable income arising from future net realized gains on investments, if any, to the extent permitted by the Code and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal income tax. Pursuant to the Code, such capital loss carryforward will expire as follows:

Expiration Year

   

Expiration Amount


2008

$294,478,872


2009

$76,646,626


2010

$21,688,057


As a result of the tax-free transfer of assets from Federated Large Cap Growth Fund, certain capital loss carryforwards listed above may be limited.

The Fund used capital loss carryforwards of $2,227,653 to offset taxable capital gains realized during the year ended July 31, 2007. Additionally, capital loss carryforwards of $3,983,104 expired during the year ended July 31, 2007.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated MDTA LLC is the Fund’s investment adviser (the “Adviser”). The advisory agreement between the Fund and Adviser provides for an annual fee equal to 0.75% of the Fund’s average daily net assets. Under the investment advisory contract, which is subject to annual review by the Trustees, the Adviser will waive all or a portion of the advisory fee and/or reimburse certain operating expenses (excluding interest, taxes and brokerage commissions) in order to contractually limit the Fund’s aggregate annual operating expenses to no more than the following annual percentages for certain Classes of the Fund based on average daily net assets:


Share Class

   

Percentage of Average Daily
Net Assets of Class


Institutional Shares

1.80%


Class A Shares

2.05%


Class C Shares

2.80%


The Adviser has agreed to keep these contractual limitations in place through December 8, 2008.

In addition, after fulfilling its contractual commitment, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. For the year ended July 31, 2007, the Adviser waived $128,757 of its fee and reimbursed $236,203 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement (the “Agreement”), provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:


Administrative Fee

   

Average Aggregate Daily Net Assets
of the Federated Funds


0.150%

on the first $5 billion


0.125%

on the next $5 billion


0.100%

on the next $10 billion


0.075%

on assets in excess of $20 billion


The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. During the period from July 15, 2006 through December 8, 2006, the administrator contractually agreed to waive the portion of its fee which it would otherwise be entitled to receive from the Fund under the Agreement. The level of fees payable by the Fund to FAS for the period will not exceed the level of fees which the Fund would have paid during the period to its previous service provider under its previous administrative services contract. In addition, FAS may voluntarily choose to waive any portion of its fee. For the year ended July 31, 2007, the net fee paid to FAS was 0.502% of average daily net assets of the Fund. FAS waived $109,683 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act which became effective December 11, 2006. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund’s Class A Shares, Class B Shares and Class C Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses of up to the following percentages of average daily net assets annually, to compensate FSC:


Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class B Shares

0.75%


Class C Shares

0.75%


Prior to December 11, 2006, the Fund incurred distribution expenses according to the following schedule annually, to compensate FSC.


Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

1.00%


When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended July 31, 2007, FSC retained $8,880 of fees paid by the Fund.

Sales Charges

For the year ended July 31, 2007, FSC retained $3,448 in sales charges from the sale of Class A Shares. See “What Do Shares Cost?” in the Prospectus.

Shareholder Services Fee

Effective December 11, 2006, the Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund’s Class A Shares, Class B Shares and Class C Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. Financial intermediaries may include a company affiliated with management of Federated Investors, Inc. For the year ended July 31, 2007, FSSC did not receive any fees paid by the Fund. A financial intermediary affiliated with management of Federated Investors, Inc. received $4,446 of Service Fees for the year ended July 31, 2007.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses so that the total operating expenses (including the distribution (12b-1) fee) paid by the Fund’s Institutional Shares, Class A Shares, Class B Shares and Class C Shares (after the voluntary waivers and reimbursements) will not exceed 1.25%, 1.50%, 2.25% and 2.25%, respectively, for the fiscal year ending July 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after September 30, 2008.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

Transactions with Affiliated Companies

Affiliated holdings are mutual funds which are managed by the Adviser or an affiliate of the Adviser. The Adviser has agreed to reimburse the Fund for certain investment adviser fees as a result of transactions in other affiliated mutual funds. For the year ended July 31, 2007, the Adviser reimbursed $131 in connection with the affiliated mutual fund listed below. Transactions with the affiliated company during the year ended July 31, 2007 are as follows:

Affiliate

   

Balance of
Shares Held
7/31/2006

   

Purchases/
Additions

   

Sales/
Reductions

   

Balance of
Shares Held
7/31/2007

   

Value

   

Dividend
Income


Prime Value Obligations Fund, Institutional Shares

--

8,218,683

5,488,810

2,729,873

$2,729,873

$9,410


6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the year ended July 31, 2007, were as follows:


Purchases

   

$

159,240,189


Sales

$

153,225,112


7. LINE OF CREDIT

The Fund participates in a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the Fund did not utilize the LOC.

8. INTERFUND LENDING

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (SEC), the Fund, along with other funds advised by subsidiaries of Federated Investors, Inc., may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from other participating affiliated funds. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the program was not utilized.

9. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, “Federated”), along with various investment companies sponsored by Federated (“Funds”) were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated’s first public announcement that it had received requests for information on shareholder trading activities in the Funds from the SEC, the Office of the New York State Attorney General (“NYAG”), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as late as a fund’s last NAV calculation in the first required financial statement reporting period. As a result, the Fund will adopt FIN 48 no later than January 31, 2008. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund’s financial statement disclosures.

11. FEDERAL TAX INFORMATION (UNAUDITED)

For the fiscal year ended July 31, 2007, 18.06% of total ordinary dividends paid by the Fund are qualifying dividends which may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Act of 2003. Complete information is reported in conjunction with the reporting of your distributions on Form 1099-DIV

Of the ordinary income (including short-term capital gain) distributions made by the Fund during the year ended July 31, 2007, 19.41% qualify for the dividend received deduction available to corporate shareholders.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF FEDERATED MDT SERIES AND
SHAREHOLDERS OF FEDERATED MDT LARGE CAP GROWTH FUND

We have audited the accompanying statement of assets and liabilities of Federated MDT Large Cap Growth Fund (the “Fund”) (one of the portfolios constituting Federated MDT Series), including the portfolio of investments, as of July 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated MDT Large Cap Growth Fund, a portfolio of Federated MDT Series, at July 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

Ernst & Young LLP

Boston, Massachusetts
September 19, 2007

Board of Trustees and Trust Officers

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Trust comprised eight portfolios, and the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund’s Statement of Additional Information includes additional information about Trust Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex’s Executive Committee.

Previous Positions: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: August 2006

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for interested status: John F. Donahue is the father of
J. Christopher Donahue; both are interested due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is interested because his son-in-law is employed by the Funds principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children’s Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant.

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Thomas M. ONeill
Birth Date: June 14, 1951
95 Standish Street
P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting).

Other Directorships Held: Director, Midway Pacific (lumber); Board of Overseers, Children’s Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Previous Positions: Public Relations/Marketing Consultant/Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College.

Other Directorships Held: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation.


OFFICERS


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
SECRETARY
Began serving: August 2006

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.


Richard A. Novak
Birth Date: December 25, 1963
TREASURER
Began serving: August 2006

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Previous Positions: Controller of Federated Investors, Inc.; Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.


Brian P. Bouda
Birth Date: February 28, 1947
SENIOR VICE PRESIDENT AND
CHIEF COMPLIANCE OFFICER
Began serving: August 2006

Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.


Evaluation and Approval of Advisory Contract

FEDERATED MDT LARGE CAP GROWTH FUND (THE FUND)

The Fund’s Board reviewed the Fund’s investment advisory contract at meetings held in May 2007. The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

In this connection, the Federated funds had previously appointed a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated fund. The Senior Officer has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below. The Board considered that evaluation, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with and considered judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser’s fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser’s cost of providing the services; the extent to which the Adviser may realize “economies of scale” as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser’s services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for what might be viewed as like services, and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise and accompany the Senior Officer’s evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board’s formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board also received information on particular matters as the need arose. Thus, the Board’s consideration of the advisory contract included review of the Senior Officer’s evaluation, accompanying data and additional reports covering such matters as: the Adviser’s investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or “peer group” funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund’s investment objectives; the Fund’s expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund’s portfolio securities (if any); and the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates. The Board also considered the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund’s relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The Board’s evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund’s performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund’s investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund’s ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund’s investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser’s investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated’s fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, using data supplied by independent fund ranking organizations, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups are highly important in judging the reasonableness of proposed fees.

The Fund’s performance fell below the median of the relevant peer group for the one year period ending December 31, 2006. The Board discussed the Fund’s performance with the Adviser and recognized the efforts being undertaken by the Adviser. The Board will continue to monitor these efforts and the performance of the Fund.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated’s subsidiaries for providing other services to the Federated funds under separate contracts (e.g., for serving as the Federated funds’ administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades. In addition, the Board considered the fact that, in order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have disclosed to fund investors and/or indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs (and the unavoidable arbitrary aspects of that exercise) and the lack of consensus on how to allocate those costs may render such allocation reports unreliable. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board and the Senior Officer also reviewed a report compiled by Federated comparing profitability information for Federated to other publicly held fund management companies. In this regard, the Senior Officer noted the limited availability of such information, but nonetheless concluded that Federated’s profit margins did not appear to be excessive and the Board agreed.

The Senior Officer’s evaluation also discussed the notion of possible realization of “economies of scale” as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in areas such as personnel and processes for the portfolio management, compliance, and risk management functions; distribution efforts; and systems technology; that support all of the Federated funds, and that the benefits of these efforts (as well as any economies, should they exist) were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which (as discussed in independently prepared materials included in the Senior Officer’s evaluation) is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with “breakpoints” that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated’s fund advisory services at this time.

It was noted that for the Fund’s most recently completed fiscal year, the Fund’s investment advisory fee was waived in its entirety. The Board reviewed the contractual fee rate and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive.

The Senior Officer’s evaluation noted his belief that the information and observations contained in his evaluation supported his finding that the proposed management fees are reasonable, and that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. Under these circumstances, no changes were recommended to, and no objection was raised to the continuation of the Fund’s advisory contract. For 2006, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser’s industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board’s approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were necessarily relevant to the Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board’s decision to approve the contract reflects its determination that Federated’s performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Funds use to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from Federated’s website at FederatedInvestors.com. To access this information from the “Products” section of the website, click on the “Prospectuses and Regulatory Reports” link under “Related Information,” then select the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Prospectuses and Regulatory Reports” link. Form N-PX filings are also available at the SEC’s website at www.sec.gov.

Quarterly Portfolio Schedule

The Funds file with the SEC a complete schedule of its portfolio holdings,
as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the “Products” section of Federated’s website at FederatedInvestors.com by clicking on “Portfolio Holdings” under “Related Information,” then selecting the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page click, on the “Portfolio Holdings” link.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the fund’s prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

Federated Investors
World-Class Investment Manager

Federated MDT Large Cap Growth Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R882

37314 (9/07)

Federated is a registered mark of Federated Investors, Inc.
2007 ©Federated Investors, Inc.

 

 

Federated Investors
World-Class Investment Manager

Federated MDT Mid Cap Growth Fund

Established 2005

A Portfolio of Federated MDT Series

ANNUAL SHAREHOLDER REPORT

July 31, 2007

Class A Shares
Class C Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLE
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND TRUST OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Financial Highlights--Class A Shares

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$10.67

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.11

)3

(0.09

)3

Net realized and unrealized gain on investments

2.81

0.76


TOTAL FROM INVESTMENT OPERATIONS

2.70

0.67


Less Distributions:

Distributions from net realized gain on investments

(0.32

)

--


Redemption fees

0.00

4

--


Net Asset Value, End of Period

$13.05

$10.67


Total Return5

25.67

%

6.70

%


 

Ratios to Average Net Assets:


Net expenses

1.50

%

2.02

%6


Net investment income (loss)

(0.88

)%

(0.92

)%6


Expense waiver/reimbursement7

15.03

%

27.33

%6


Supplemental Data:


Net assets, end of period (000 omitted)

$6,446

$104


Portfolio turnover

141

%

201

%


1 MDT Mid Cap Growth Fund (the Predecessor Fund) was reorganized into Federated MDT Mid Cap Growth Fund (the Fund), as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to
July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 Represents less than $0.01.

5 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.

6 Computed on an annualized basis.

7 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Financial Highlights--Class C Shares

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$10.60

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.19

)3

(0.17

)3

Net realized and unrealized gain on investments

2.77

0.77


TOTAL FROM INVESTMENT OPERATIONS

2.58

0.60


Less Distributions:

Distributions from net realized gain on investments

(0.32

)

--


Redemption fees

0.00

4

--


Net Asset Value, End of Period

$12.86

$10.60


Total Return5

24.69

%

6.00

%


 

Ratios to Average Net Assets:


Net expenses

2.25

%

2.77

%6


Net investment income (loss)

(1.56

)%

(1.67

)%6


Expense waiver/reimbursement7

26.77

%

27.33

%6


Supplemental Data:


Net assets, end of period (000 omitted)

$123

$6


Portfolio turnover

141

%

201

%


1 The Predecessor Fund was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to
July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 Represents less than $0.01.

5 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.

6 Computed on an annualized basis.

7 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of cost: (1) transaction costs, including sales charges (loads) on purchase or redemption payments; and (2) ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2007 to July 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase or redemption payments. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

   

Beginning
Account Value
2/1/2007

   

Ending
Account Value
7/31/2007

   

Expenses Paid
During Period1


Actual:


Class A Shares

$1,000

$1,100.30

$7.76


Class C Shares

$1,000

$1,095.40

$11.64


Hypothetical (assuming a 5% return
before expenses):


Class A Shares

$1,000

$1,017.41

$7.45


Class C Shares

$1,000

$1,013.69

$11.18


1 Expenses are equal to the Funds annualized net expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The annualized net expense ratios are as follows:


Class A Shares

   

1.49%


Class C Shares

2.24%


Management’s Discussion of Fund Performance

The fund’s total return for the fiscal year ended July 31, 2007 was 25.67% for Class A Shares and 24.69% for Class C Shares.1 The total return of the Russell Midcap® Growth Index (Russell Midcap® Growth)2 was 21.41% for the same period. The fund’s total return for the fiscal year reflected actual cash flows, transaction costs and other expenses which were not reflected in the total return of the Russell Midcap® Growth. The total return of the Lipper Mid-Cap Growth Funds Index3 was 25.72% for the same period.

1 The fund is the successor to the MDT Mid Cap Growth Fund pursuant to a reorganization that took place on December 8, 2006. Prior to that date, the fund had no investment operations. Accordingly, the performance information provided is historical information of the MDT Mid Cap Growth Fund.

2 Russell Midcap® Growth Index measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The stocks are also members of the Russell 1000® Growth index. The index is unmanaged and investments cannot be made in an index.

3 Lipper Mid-Cap Growth Funds Index is composed of the 30 largest funds, measured by total net assets, in the Lipper Mid-Cap Growth Funds classification. These funds, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) less than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Mid-cap growth funds typically have an above-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P MidCap 400 Index. The index is unmanaged and investments cannot be made in an index.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

MARKET OVERVIEW

Over the twelve month reporting period ended July 31, 2007, domestic equity markets enjoyed a positive, if somewhat rocky, performance highlighted by a sudden decline in late February and another decline as the reporting period ended in July. The Russell 3000® Index,4 which represents the performance of the 3000 largest U.S. companies by market capitalization, finished the period up a solid 16.08%. Mid-cap stocks lead the way as demonstrated by the 18.93% return on the Russell Midcap® Index,5 which exceeded the 15.48% and 12.12% results for the Russell Top 200® Index6 and the Russell 2000® Index,7 respectively. Growth stocks outperformed value stocks by a wide margin during the year, with the Russell 3000® Growth Index8 returning 19.24% as compared to 12.97% for the Russell 3000 Value® Index.9

The best performing sectors during the reporting period in the Russell 3000® Index were Materials (up 35.67%), Telecommunication Services (up 30.35%) and Information Technology (up 29.43%). Underperforming sectors included Financials (up just 2.11%, negatively influenced by a disruption in credit markets late in the reporting period), Health Care (up 8.23%) and Consumer Staples (up 11.12%).

4 Russell 3000® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. The index is unmanaged and investments cannot be made in an index.

5 Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000® Index, which represent approximately 35% of the total market capitalization of the Russell 1000® Index. The index is unmanaged and investments cannot be made in an index.

6 Russell Top 200® Index measures the performance of the 200 largest companies in the Russell 1000® Index, which represents approximately 65% of the total market capitalization of the Russell 1000® Index. The index is unmanaged and investments cannot be made in an index.

7 Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which represents approximately 10% of the total market capitalization of the Russell 3000® Index. The index is unmanaged and investments cannot be made in an index.

8 Russell 3000® Growth Index measures the performance of those Russell 3000® Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000® Growth or the Russell 2000® Growth indexes. The index is unmanaged and investments cannot be made in an index.

9 Russell 3000® Value Index measures the performance of those Russell 3000® Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000® Value or the Russell 2000® Value indexes. The index is unmanaged and investments cannot be made in an index.

FUND PERFORMANCE

The most significant positive factor in the fund’s performance relative to the Russell Midcap® Growth Index was its stock selection in the Industrials, Materials, and Consumer Discretionary sectors. Additionally, the fund’s overweight in the Industrials and Materials sectors provided modest contributions to relative performance. The most significant negative factor in the fund’s performance relative to the Russell Midcap® Growth Index was its stock selection in the Health Care and Consumer Staples sectors. Additionally, the fund’s overweight in the Health Care sector detracted modestly from relative performance.

Individual stocks contributing to the fund’s performance relative to the Russell Midcap® Growth Index included: Precision Castparts, MEMC Electrical Materials Inc., Southern Copper Corp., Mcdermott International, and Goodyear Tire & Rubber.

Individual stocks detracting from the fund’s performance relative to the Russell Midcap® Growth Index included: Hansen National Corp., Sepracor Inc., Nutri Sys. Inc., Medimmune Inc., and Bare Escentuals Inc.

GROWTH OF A $10,000 INVESTMENT - CLASS A SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT Mid Cap Growth Fund (Class A Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell Midcap Growth Index (Russell Midcap Growth)2 and the Lipper
Mid-Cap Growth Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

18.77%


Start of Performance (9/15/2005)

13.46%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum sales charge of 5.50%.

1 Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charge of 5.50% ($10,000 investment minus $550 sales charge = $9,450). The Funds performance assumes the reinvestment of all dividends and distributions. The Russell Midcap Growth and the Lipper Mid-Cap Growth Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell Midcap Growth is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

GROWTH OF A $10,000 INVESTMENT -- CLASS C SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT Mid Cap Growth Fund (Class C Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell Midcap Growth Index (Russell Midcap Growth)2 and the Lipper
Mid-Cap Growth Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

23.69%


Start of Performance (9/15/2005)

16.02%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum contingent deferred sales charge (CDSC) of 1.00%, as applicable.

1 Represents a hypothetical investment of $10,000 in the Fund. The maximum CDSC is 1.00% on any redemption less than one year from the purchase date. The Funds performance assumes the reinvestment of all dividends and distributions. The Russell Midcap Growth and Lipper Mid-Cap Growth Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell Midcap Growth is not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

Portfolio of Investments Summary Table

At July 31, 2007, the Fund’s industry composition1 was as follows:

Industry

   

Percentage of
Total Net Assets


Services to Medical Professionals

9.4

%


Internet Services

5.8

%


Metal Fabrication

4.8

%


Recreational Vehicles

4.4

%


Specialty Retailing

4.3

%


Defense Aerospace

4.2

%


Biotechnology

4.1

%


Oil Service, Explore & Drill

3.4

%


Miscellaneous Machinery

3.3

%


Steam Generation Machinery

3.3

%


Household Appliances

3.2

%


Plastic Containers

3.2

%


Multi-Industry Capital Goods

3.1

%


Discount Department Stores

2.8

%


Financial Services

2.6

%


Commodity Chemicals

2.5

%


Home Products

2.5

%


Oil Well Supply

2.5

%


Industrial Machinery

2.1

%


Metal Containers

2.0

%


Undesignated Consumer Cyclicals

1.8

%


Construction Machinery

1.6

%


Computer Peripherals

1.4

%


Computer Services

1.4

%


Copper

1.4

%


Defense Electronics

1.4

%


Miscellaneous Communications

1.4

%


Electrical Equipment

1.3

%


Other2

14.1

%


Cash Equivalents3

2.0

%


Other Assets and Liabilities--Net4

(1.3

)%


TOTAL

100.0

%


1 Except for Cash Equivalents and Other Assets and Liabilities, industry classifications are based upon, and individual securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS.

2 For purposes of this table, industry classifications which constitute less than 1.0% of the Funds total net assets have been aggregated under the designation Other.

3 Cash Equivalents include any investments in money market mutual funds and/or overnight repurchase agreements.

4 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

Portfolio of Investments

July 31, 2007

Shares

   

   

Value


COMMON STOCKS--99.3%

Auto Original Equipment Manufacturer--0.3%

167

1

AutoZone, Inc.

$

21,177


Biotechnology--4.1%

1,172

1

Cephalon, Inc.

88,064

1,361

1

OSI Pharmaceuticals, Inc.

43,879

2,838

1

Waters Corp.

165,342


TOTAL

297,285


Book Publishing--0.6%

1,108

Wiley (John) & Sons, Inc., Class A

46,857


Cement--0.2%

126

Martin Marietta Materials

17,262


Clothing Stores--0.9%

854

1

J. Crew Group, Inc.

42,956

36

Mens Wearhouse, Inc.

1,778

787

Ross Stores, Inc.

22,768


TOTAL

67,502


Commodity Chemicals--2.5%

4,279

Celanese Corp.

160,463

942

RPM, Inc.

22,146


TOTAL

182,609


Computer Peripherals--1.4%

1,154

1

NVIDIA Corp.

52,807

3,008

1

Nuance Communications, Inc.

49,572


TOTAL

102,379


Computer Services--1.4%

403

1

Cognizant Technology Solutions Corp.

32,635

1,568

1

Riverbed Technology, Inc.

69,243


TOTAL

101,878


Construction Machinery--1.6%

1,491

Manitowoc, Inc.

115,806


Contracting--0.1%

48

Harsco Corp.

2,528

130

1

Jacobs Engineering Group, Inc.

8,012


TOTAL

10,540


Copper--1.4%

923

1

Southern Copper Corp.

104,031


Shares

   

   

Value


COMMON STOCKS--(continued)

Cosmetics & Toiletries--0.7%

1,801

1

Bare Escentuals, Inc.

$

50,806


Defense Aerospace--4.2%

900

1

Alliant Techsystems, Inc.

89,199

3,433

Goodrich (B.F.) Co.

215,970


TOTAL

305,169


Defense Electronics--1.4%

492

1

First Solar, Inc.

55,384

672

Rockwell Collins

46,166


TOTAL

101,550


Discount Department Stores--2.8%

7,317

TJX Cos., Inc.

203,047


Electrical Equipment--1.3%

1,954

AMETEK, Inc.

76,245

232

1

Genlyte Group, Inc.

16,140


TOTAL

92,385


Financial Services--2.6%

1,287

Deluxe Corp.

48,597

4,543

Janus Capital Group, Inc.

136,563

44

1

Mastercard, Inc.

7,075


TOTAL

192,235


Furniture--0.9%

2,017

Tempur-Pedic International, Inc.

62,830


Home Building--0.2%

20

1

NVR, Inc.

11,570


Home Health Care--0.1%

102

1

Wellcare Health Plans, Inc.

10,329


Home Products--2.5%

1,821

1

Energizer Holdings, Inc.

183,739


Household Appliances--3.2%

2,271

Whirlpool Corp.

231,892


Industrial Machinery--2.1%

2,932

Dover Corp.

149,532


Internet Services--5.8%

4,422

1

Amazon.com, Inc.

347,304

1,150

1

Priceline.com, Inc.

73,370


TOTAL

420,674


Shares

   

   

Value


COMMON STOCKS--(continued)

Medical Supplies--0.2%

228

1

Kinetic Concepts, Inc.

$

14,017


Medical Technology--0.7%

231

1

Intuitive Surgical, Inc.

49,113


Metal Containers--2.0%

2,859

Ball Corp.

146,581


Metal Fabrication--4.8%

2,526

Precision Castparts Corp.

346,214


Miscellaneous Communications--1.4%

11,657

1

Qwest Communications International, Inc.

99,434


Miscellaneous Components--0.3%

682

Amphenol Corp., Class A

23,365


Miscellaneous Machinery--3.3%

4,494

Cooper Industries Ltd., Class A

237,822


Multi-Industry Capital Goods--3.1%

1,004

Acuity Brands, Inc.

59,336

1

IDEX Corp.

18

2,291

ITT Corp.

144,058

192

Textron, Inc.

21,675


TOTAL

225,087


Multi-Industry Transportation--0.2%

332

C.H. Robinson Worldwide, Inc.

16,152


Office Equipment--0.7%

1,164

Pitney Bowes, Inc.

53,660


Office Supplies--0.2%

241

Avery Dennison Corp.

14,783


Offshore Driller--0.1%

98

Tidewater, Inc.

6,705


Oil Service, Explore & Drill--3.4%

80

1

Grant Prideco, Inc.

4,488

2,915

1

McDermott International, Inc.

241,770


TOTAL

246,258


Oil Well Supply--2.5%

2,059

1

Dresser-Rand Group, Inc.

76,389

140

1

FMC Technologies, Inc.

12,813

614

1

National-Oilwell, Inc.

73,748

421

1

Superior Energy Services, Inc.

16,975


TOTAL

179,925


Shares

   

   

Value


COMMON STOCKS--(continued)

Other Communications Equipment--0.2%

315

Harris Corp.

$

17,287


Packaged Foods--0.6%

1,201

Campbell Soup Co.

44,233


Paint & Related Materials--0.6%

637

Sherwin-Williams Co.

44,393


Personnel Agency--0.1%

106

Manpower, Inc.

8,379


Plastic Containers--3.2%

4,090

1

Owens-Illinois, Inc.

163,518

2,147

1

Pactiv Corp.

67,867


TOTAL

231,385


Recreational Vehicles--4.4%

5,583

Harley Davidson, Inc.

320,018


Restaurant--0.7%

2,234

Burger King Holdings, Inc.

54,264


Semiconductor Distribution--0.0%

87

1

Avnet, Inc.

3,296


Semiconductor Manufacturing--0.8%

589

KLA-Tencor Corp.

33,449

644

Linear Technology Corp.

22,959


TOTAL

56,408


Semiconductor Manufacturing Equipment--0.5%

536

1

Lam Research Corp.

31,002

150

1

Varian Semiconductor Equipment Associates, Inc.

7,050


TOTAL

38,052


Services to Medical Professionals--9.4%

7,089

1

Express Scripts, Inc., Class A

355,372

1,102

1

Health Net, Inc.

54,593

3,718

1

Laboratory Corp. of America Holdings

274,574


TOTAL

684,539


Shoes--0.6%

703

1

Crocs, Inc.

41,702


Software Packaged/Custom--0.6%

266

1

Autodesk, Inc.

11,270

302

1

DST Systems, Inc.

22,913

103

1

F5 Networks, Inc.

8,929


TOTAL

43,112


Shares

   

   

Value


COMMON STOCKS--(continued)

Specialty Chemicals--0.6%

2,040

1

Hercules, Inc.

$

42,350


Specialty Machinery--0.6%

977

1

Gardner Denver, Inc.

40,633


Specialty Retailing--4.3%

1,981

Abercrombie & Fitch Co., Class A

138,472

787

Advance Auto Parts, Inc.

27,364

4,208

1

Bed Bath & Beyond, Inc.

145,765


TOTAL

311,601


Stainless Steel Producer--0.6%

400

Allegheny Technologies, Inc.

41,972


Steam Generation Machinery--3.3%

2,131

1

Foster Wheeler Ltd.

239,503


Telecommunication Equipment & Services--0.1%

113

1

Anixter International, Inc.

9,339


Telephone Utility--0.0%

39

Telephone and Data System, Inc.

2,590


Toys & Games--0.1%

223

1

Marvel Entertainment, Inc.

5,403


Truck Manufacturing--0.9%

817

PACCAR, Inc.

66,847


Undesignated Consumer Cyclicals--1.8%

1,204

1

ITT Educational Services, Inc.

127,215


Undesignated Consumer Staples--0.1%

139

1

Nutri/System, Inc.

7,745


TOTAL COMMON STOCKS
(IDENTIFIED COST $6,840,306)

7,224,466


MUTUAL FUND--2.0%

148,403

2,3

Prime Value Obligations Fund, Institutional Shares, 5.25% (AT NET ASSET VALUE)

148,403


TOTAL INVESTMENTS--101.3%
(IDENTIFIED COST $6,988,709)4

7,372,869


OTHER ASSETS AND LIABILITIES--(1.3)%

(95,806

)


TOTAL NET ASSETS--100%

$

7,277,063


1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 The cost of investments for federal tax purposes amounts to $6,996,271.

Note: The categories of investments are shown as a percentage of total net assets at
July 31, 2007.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

July 31, 2007

Assets:

   

   

Total investments in securities, at value including $148,403 of investments in an affiliated issuer (Note 5) (identified cost $6,988,709)

$

7,372,869

Income receivable

321

Receivable for investments sold

17,993

Receivable for shares sold

43,493


TOTAL ASSETS

7,434,676


Liabilities:

Payable for investments purchased

$

80,491

Payable for shares redeemed

27,381

Payable for transfer and dividend disbursing agent fees and expenses

11,374

Payable for Directors’/Trustees’ fees

110

Payable for audit fees

14,500

Payable for portfolio accounting fees

5,495

Payable for distribution services fee (Note 5)

88

Payable for shareholder services fee (Note 5)

3,243

Payable for share registration costs

7,824

Accrued expenses

7,107


TOTAL LIABILITIES

157,613


Net assets for 557,709 shares outstanding

$

7,277,063


Net Assets Consist of:

Paid-in capital

$

6,787,071

Net unrealized appreciation of investments

384,160

Accumulated net realized gain on investments

105,832


TOTAL NET ASSETS

$

7,277,063


Net Asset Value, Offering Price and Redemption Proceeds Per Share

Institutional Shares:

Net asset value per share ($708,041 ÷ 54,053 shares outstanding),
no par value, unlimited shares authorized

$13.10


Offering price per share

$13.10


Redemption proceeds per share

$13.10


Class A Shares:

Net asset value per share ($6,445,771 ÷ 494,072 shares outstanding),
no par value, unlimited shares authorized

$13.05


Offering price per share (100/94.50 of $13.05)1

$13.81


Redemption proceeds per share

$13.05


Class C Shares:

Net asset value per share ($123,251 ÷ 9,584 shares outstanding),
no par value, unlimited shares authorized

$12.86


Offering price per share

$12.86


Redemption proceeds per share (99.00/100 of $12.86)1

$12.73


1 See What Do Shares Cost? in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended July 31, 2007

Investment Income:

   

   

   

Dividends (including $951 received from an affiliated
issuer (Note 5))

$

13,525

Interest

1,691


TOTAL INCOME

15,216


Expenses:

Investment adviser fee (Note 5)

$

21,044

Administrative personnel and services fee (Note 5)

229,992

Custodian fees

14,723

Transfer and dividend disbursing agent fees and expenses

47,546

Auditing fees

15,210

Legal fees

7,487

Portfolio accounting fees

68,530

Distribution services fee--Class A Shares (Note 5)

176

Distribution services fee--Class C Shares (Note 5)

311

Shareholder services fee--Class A Shares (Note 5)

4,537

Shareholder services fee--Class C Shares (Note 5)

90

Share registration costs

61,764

Printing and postage

18,843

Insurance premiums

6,070

Miscellaneous

6,115


TOTAL EXPENSES

502,438


Waivers and Reimbursements:

Waiver/reimbursement of investment adviser fee (Note 5)

$

(21,044

)

Waiver of administrative personnel and services fee (Note 5)

(106,536

)

Waiver of transfer and dividend disbursing agent fees and expenses

(13,090

)

Waiver of portfolio accounting fees

(21,554

)

Reimbursement of other operating expenses (Note 5)

(305,878

)


TOTAL WAIVERS AND REIMBURSEMENTS

(468,102

)


Net expenses

34,336


Net investment income (loss)

(19,120

)


Realized and Unrealized Gain on Investments:

Net realized gain on investments

127,473

Net change in unrealized appreciation of investments

379,049


Net realized and unrealized gain on investments

506,522


Change in net assets resulting from operations

$

487,402


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

   

Year Ended
7/31/2007

   

Period Ended
7/31/2006

1


Increase (Decrease) in Net Assets

Operations:

Net investment income (loss)

$

(19,120

)

$

(2,184

)

Net realized gain on investments

127,473

16,974

Net change in unrealized appreciation/depreciation of investments

379,049

5,111


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

487,402

19,901


Distributions to Shareholders:

Distributions from net realized gain on investments

Institutional Shares

(8,652

)

--

Class A Shares

(8,228

)

--

Class C Shares

(431

)

--


CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS

(17,311

)

--


Share Transactions:

Proceeds from sale of shares

7,320,573

528,722

Net asset value of shares issued to shareholders in payment of distributions declared

16,366

--

Cost of shares redeemed

(865,450

)

(213,610

)

Redemption fees

470

--


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

6,471,959

315,112


Change in net assets

6,942,050

335,013


Net Assets:

Beginning of period

335,013

--


End of period

$

7,277,063

$

335,013


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

July 31, 2007

1. ORGANIZATION

Federated MDT Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of eight portfolios. The financial statements included herein are only those of Federated MDT Mid Cap Growth Fund (the “Fund”), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held. Each portfolio pays its own expenses. The Fund offers three classes of shares: Institutional Shares, Class A Shares and Class C Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. The financial highlights of the Institutional Shares are presented separately. The primary investment objective of the Fund is long-term capital appreciation.

MDT Mid Cap Growth Fund (the “Predecessor Fund”) was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. The Fund is the successor to the Predecessor Fund, which commenced operations on September 15, 2005.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund’s portfolio securities are determined as follows:

  • for equity securities, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available;
  • in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;
  • for investments in other open-end registered investment companies, based on net asset value (NAV);
  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the “Trustees”) may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • prices for total return swaps are based upon a valuation model determined by management incorporating underlying reference indexes, interest rates, yield curves and other market data or factors; prices for credit default swaps are furnished by an independent pricing service and are based upon a valuation model incorporating default probabilities, recovery rates and other market data or factors;
  • for mortgage-backed securities, based on the aggregate investment value of the projected cash flows to be generated by the security, as furnished by an independent pricing service;
  • for other fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices (other than prices of mortgage-backed securities) are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities, except that prices for corporate fixed-income and asset-backed securities traded in the United States are generally intended to be indicative of the mean between such bid prices and asked prices. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities using the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates are generally determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation is done by others under the direction of Fund management. An event is considered material if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund’s custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund’s adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date. Distributions of net investment income, if any, are declared and paid annually. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each class may bear certain expenses unique to that class such as distribution and shareholder services fees. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed-income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:

Year Ended
7/31/2007

Period Ended
7/31/20061


Institutional Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

71,994

$

904,172

31,504

$

316,914

Shares issued to shareholders in payment of
distributions declared

738

8,505

--

--

Shares redeemed

(39,756

)

(518,903

)

(10,427

)

(115,165

)

Redemption fees

--

194

--

--


NET CHANGE RESULTING FROM
INSTITUTIONAL SHARE TRANSACTIONS

32,976

$

393,968

21,077

$

201,749


Year Ended
7/31/2007

Period Ended
7/31/20061


Class A Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

511,500

$

6,300,790

18,783

$

206,180

Shares issued to shareholders in payment of
distributions declared

659

7,566

--

--

Shares redeemed

(27,853

)

(342,042

)

(9,017

)

(98,445

)

Redemption fees

--

262

--

--


NET CHANGE RESULTING FROM
CLASS A SHARE TRANSACTIONS

484,306

$

5,966,576

9,766

$

107,735


Year Ended
7/31/2007

Period Ended
7/31/20061


Class C Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

9,419

$

115,611

523

$

5,628

Shares issued to shareholders in payment of
distributions declared

26

295

--

--

Shares redeemed

(384

)

(4,505

)

--

--

Redemption fees

--

14

--

--


NET CHANGE RESULTING FROM
CLASS C SHARE TRANSACTIONS

9,061

$

111,415

523

$

5,628


NET CHANGE RESULTING FROM
SHARE TRANSACTIONS

526,343

$

6,471,959

31,366

$

315,112


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

Redemption Fees

Prior to December 11, 2006, the Fund imposed a 2.00% redemption fee to shareholders of the Fund’s Institutional Shares, Class A Shares and Class C Shares who redeem shares held for 30 days or less. Shares acquired by reinvestment of dividends or distributions of the Fund, or purchased pursuant to the Systematic Investment Program or withdrawn pursuant to the Systematic Withdrawal Program, were not subject to the redemption fee. All redemption fees were recorded by the Fund as additions to paid-in capital.

4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to differing treatments for net operating loss.

For the year ended July 31, 2007, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)


Undistributed
Net Investment
Income (Loss)

   

Accumulated
Net Realized
Gains


$19,120

$(19,120)


Net investment income (loss), net realized gains (losses), and net assets were not affected by this reclassification.

The tax character of distributions as reported on the Statement of Changes in Net Assets for the year ended July 31, 2007, was as follows:

   

2007


Ordinary income1

$

16,615


Long-term capital gains

$

696


1 For tax purposes short-term capital gain distributions are considered ordinary income distributions.

As of July 31, 2007, the components of distributable earnings on a tax basis were as follows:


Undistributed ordinary income

   

$

90,764


Undistributed long-term capital gain

   

$

22,630


Net unrealized appreciation

$

376,598


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to differing treatments for the deferral of losses on wash sales.

At July 31, 2007, the cost of investments for federal tax purposes was $6,996,271. The net unrealized appreciation of investments for federal tax purposes was $376,598. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $578,872 and net unrealized depreciation from investments for those securities having an excess of cost over value of $202,274.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated MDTA LLC is the Fund’s investment adviser (the “Adviser”). The advisory agreement between the Fund and Adviser provides for an annual fee equal to 0.90% of the Fund’s average daily net assets. Under the investment advisory contract, which is subject to annual review by the Trustees, the Adviser will waive all or a portion of the advisory fee and/or reimburse certain operating expenses (excluding interest, taxes and brokerage commissions) in order to contractually limit the Fund’s aggregate annual operating expenses to no more than the following annual percentages for each Class of the Fund based on average daily net assets:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Institutional Shares

1.80%


Class A Shares

2.05%


Class C Shares

2.80%


The Adviser has agreed to keep these contractual limitations in place through December 8, 2008.

In addition, after fulfilling its contractual commitment, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. For the year ended July 31, 2007, the Adviser waived $21,030 and reimbursed $305,878 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement (the “Agreement”), provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:

Administrative Fee

   

Average Aggregate Daily Net Assets
of the Federated Funds


0.150%

on the first $5 billion


0.125%

on the next $5 billion


0.100%

on the next $10 billion


0.075%

on assets in excess of $20 billion


The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. During the period from July 15, 2006 through December 8, 2006, the administrator contractually agreed to waive a portion of its fee which it would otherwise be entitled to receive from the Fund under the Agreement. The level of fees payable by the Fund to FAS for the period will not exceed the level of fees which the Fund would have paid during the period to its previous service provider under its previous administrative services contract. In addition, FAS may voluntarily choose to waive any portion of its fee. For the year ended July 31, 2007, the net fee paid to FAS was 5.280% of average daily net assets of the Fund. FAS waived $106,536 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act which became effective December 11, 2006. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund’s Class A Shares and Class C Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses of up to the following percentages of average daily net assets annually, to compensate FSC:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

0.75%


Prior to December 11, 2006, the Fund incurred distribution expenses according to the following schedule annually, to compensate FSC:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

1.00%


When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended July 31, 2007, FSC retained $299 of fees paid by the Fund.

Sales Charges

For the year ended July 31, 2007, FSC retained $1,093 in sales charges from the sale of Class A Shares. See “What Do Shares Cost?” in the Prospectus.

Shareholder Services Fee

Effective December 11, 2006, the Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund’s Class A Shares and Class C Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. For the year ended July 31, 2007, FSSC did not receive any fees paid by the Fund.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses so that the total operating expenses (including the distribution (12b-1) fee) paid by the Fund’s Institutional Shares, Class A Shares and Class C Shares (after the voluntary waivers and reimbursements) will not exceed 1.25%, 1.50% and 2.25%, respectively, for the fiscal year ending July 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after September 30, 2008.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

Transactions with Affiliated Companies

Affiliated holdings are mutual funds which are managed by the Adviser or an affiliate of the Adviser. The Adviser has agreed to reimburse the Fund for certain investment adviser fees as a result of transactions in other affiliated mutual funds. For the year ended July 31, 2007, the Adviser reimbursed $14 in connection with the affiliated mutual fund listed below. Transactions with the affiliated company during the year ended July 31, 2007, were as follows:

Affiliate

   

Balance of
Shares Held
7/31/2006

   

Purchases/
Additions

   

Sales/
Reductions

   

Balance of
Shares Held
7/31/2007

   

Value

   

Dividend
Income


Prime Value Obligations Fund, Institutional Shares

--

888,550

740,147

148,403

$148,403

$951


6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the year ended July 31, 2007, were as follows:


Purchases

   

$

9,753,606


Sales

$

3,368,828


7. LINE OF CREDIT

The Fund participates in a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the Fund did not utilize the LOC.

8. INTERFUND LENDING

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (SEC), the Fund, along with other funds advised by subsidiaries of Federated Investors, Inc., may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from other participating affiliated funds. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the program was not utilized.

9. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, “Federated”), along with various investment companies sponsored by Federated (“Funds”) were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated’s first public announcement that it had received requests for information on shareholder trading activities in the Funds from the SEC, the Office of the New York State Attorney General (“NYAG”), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as late as a fund’s last NAV calculation in the first required financial statement reporting period. As a result, the Fund will adopt FIN 48 no later than January 31, 2008. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund’s financial statement disclosures.

11. FEDERAL TAX INFORMATION (UNAUDITED)

For the year ended July 31, 2007, the amount of long-term capital gains designated by the Fund was $696.

For the fiscal year ended July 31, 2007, 17.64% of total ordinary dividends paid by the Fund are qualifying dividends which may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Act of 2003. Complete information is reported in conjunction with the reporting of your distributions on Form 1099-DIV.

Of the ordinary income (including short-term capital gain) distributions made by the Fund during the year ended July 31, 2007, 17.82% qualify for the dividend received deduction available to corporate shareholders.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF FEDERATED MDT SERIES AND SHAREHOLDERS OF FEDERATED MDT MID CAP GROWTH FUND

We have audited the accompanying statement of assets and liabilities of Federated MDT Mid Cap Growth Fund (the “Fund”) (one of the portfolios constituting Federated MDT Series), including the portfolio of investments, as of July 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated MDT Mid Cap Growth Fund, a portfolio of Federated MDT Series, at July 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Boston, Massachusetts
September 19, 2007

Board of Trustees and Trust Officers

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Trust comprised 8 portfolios, and the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund’s Statement of Additional Information includes additional information about Trust Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex’s Executive Committee.

Previous Positions: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: August 2006

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for interested status: John F. Donahue is the father of J. Christopher Donahue; both are interested due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is interested because his son-in-law is employed by the Funds principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children’s Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant.

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Thomas M. ONeill
Birth Date: June 14, 1951
95 Standish Street
P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting).

Other Directorships Held: Director, Midway Pacific (lumber); Board of Overseers, Children’s Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Previous Positions: Public Relations/Marketing Consultant/Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College.

Other Directorships Held: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation.


OFFICERS


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
SECRETARY
Began serving: August 2006

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.


Richard A. Novak
Birth Date: December 25, 1963
TREASURER
Began serving: August 2006

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Previous Positions: Controller of Federated Investors, Inc.; Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.


Brian P. Bouda
Birth Date: February 28, 1947
CHIEF COMPLIANCE OFFICER
AND SENIOR VICE PRESIDENT
Began serving: August 2006

Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.


Evaluation and Approval of Advisory Contract

FEDERATED MDT MID CAP GROWTH FUND (THE FUND)

The Fund’s Board reviewed the Fund’s investment advisory contract at meetings held in May 2007. The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

In this connection, the Federated funds had previously appointed a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated fund. The Senior Officer has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below. The Board considered that evaluation, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with and considered judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser’s fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser’s cost of providing the services; the extent to which the Adviser may realize “economies of scale” as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser’s services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for what might be viewed as like services, and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise and accompany the Senior Officer’s evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board’s formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board also received information on particular matters as the need arose. Thus, the Board’s consideration of the advisory contract included review of the Senior Officer’s evaluation, accompanying data and additional reports covering such matters as: the Adviser’s investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or “peer group” funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund’s investment objectives; the Fund’s expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund’s portfolio securities (if any); and the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates. The Board also considered the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund’s relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The Board’s evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund’s performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund’s investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund’s ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund’s investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser’s investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated’s fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, using data supplied by independent fund ranking organizations, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups are highly important in judging the reasonableness of proposed fees.

For the one year period ending December 31, 2006, the Fund’s performance was above the median of the relevant peer group.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated’s subsidiaries for providing other services to the Federated funds under separate contracts (e.g., for serving as the Federated funds’ administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades. In addition, the Board considered the fact that, in order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have disclosed to fund investors and/or indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs (and the unavoidable arbitrary aspects of that exercise) and the lack of consensus on how to allocate those costs may render such allocation reports unreliable. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board and the Senior Officer also reviewed a report compiled by Federated comparing profitability information for Federated to other publicly held fund management companies. In this regard, the Senior Officer noted the limited availability of such information, but nonetheless concluded that Federated’s profit margins did not appear to be excessive and the Board agreed.

The Senior Officer’s evaluation also discussed the notion of possible realization of “economies of scale” as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in areas such as personnel and processes for the portfolio management, compliance, and risk management functions; distribution efforts; and systems technology; that support all of the Federated funds, and that the benefits of these efforts (as well as any economies, should they exist) were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which (as discussed in independently prepared materials included in the Senior Officer’s evaluation) is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with “breakpoints” that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated’s fund advisory services at this time.

It was noted that for the Fund’s most recently completed fiscal year, the Fund’s investment advisory fee was waived in its entirety. The Board reviewed the contractual fee rate and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive.

The Senior Officer’s evaluation noted his belief that the information and observations contained in his evaluation supported his finding that the proposed management fees are reasonable, and that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. Under these circumstances, no changes were recommended to, and no objection was raised to the continuation of the Fund’s advisory contract. For 2006, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser’s industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board’s approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were necessarily relevant to the Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board’s decision to approve the contract reflects its determination that Federated’s performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from Federated’s website at FederatedInvestors.com. To access this information from the “Products” section of the website, click on the “Prospectuses and Regulatory Reports” link under “Related Information”, then select the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Prospectuses and Regulatory Reports” link. Form N-PX filings are also available at the SEC’s website at www.sec.gov.

Quarterly Portfolio Schedule

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the “Products” section of Federated’s website at FederatedInvestors.com by clicking on “Portfolio Holdings” under “Related Information,” then selecting the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Portfolio Holdings” link.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund’s prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

Federated Investors
World-Class Investment Manager

Federated MDT Mid Cap Growth Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R874
Cusip 31421R866

37324 (9/07)

Federated is a registered mark of Federated Investors, Inc.
2007 ©Federated Investors, Inc.

 

Federated Investors
World-Class Investment Manager

Federated MDT Mid Cap Growth Fund

A Portfolio of Federated MDT Series



ANNUAL SHAREHOLDER REPORT

July 31, 2007

Institutional Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLE
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND TRUST OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Not FDIC Insured * May Lose Value * No Bank Guarantee

Financial Highlights

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$10.69

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.05

)3

(0.07

)3

Net realized and unrealized gain on investments

2.77

0.76


TOTAL FROM INVESTMENT OPERATIONS

2.72

0.69


Less Distributions:

Distributions from net realized gain on investments

(0.32

)

--


Redemption fees

0.01

--


Net Asset Value, End of Period

$13.10

$10.69


Total Return4

25.90

%

6.90

%


 

Ratios to Average Net Assets:


Net expenses

1.25

%

1.77

%5


Net investment income (loss)

(0.45

)%

(0.67

)%5


Expense waiver/reimbursement6

42.16

%

27.33

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$708

$225


Portfolio turnover

141

%

201

%


1 MDT Mid Cap Growth Fund (the Predecessor Fund) was reorganized into Federated MDT Mid Cap Growth Fund (the Fund), as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to
July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2007 to July 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

   

Beginning
Account Value
2/1/2007

   

Ending
Account Value
7/31/2007

   

Expenses Paid
During Period1


Actual

$1,000

$1,100.80

$6.30


Hypothetical (assuming a 5% return before expenses)

$1,000

$1,018.79

$6.06


1 Expenses are equal to the Funds annualized net expense ratio of 1.21%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Management’s Discussion of Fund Performance

The fund’s total return for the fiscal year ended July 31, 2007 was 25.90% for Institutional Shares.1 The total return of the Russell Midcap® Growth Index (Russell Midcap® Growth)2 was 21.41% for the same period. The fund’s total return for the fiscal year reflected actual cash flows, transaction costs and other expenses which were not reflected in the total return of the Russell Midcap® Growth. The total return of the Lipper Mid-Cap Growth Funds Index3 was 25.72% for the same period.

1 The fund is the successor to the MDT Mid Cap Growth Fund pursuant to a reorganization that took place on December 8, 2006. Prior to that date, the fund had no investment operations. Accordingly, the performance information provided is historical information of the MDT Mid Cap Growth Fund.

2 Russell Midcap Growth Index measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The stocks are also members of the Russell 1000 Growth index. The index is unmanaged and investments cannot be made in an index.

3 Lipper Mid-Cap Growth Funds Index is composed of the 30 largest funds, measured by total net assets, in the Lipper Mid-Cap Growth Funds classification. These funds, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) less than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Mid-cap growth funds typically have an above-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P MidCap 400 Index. The index is unmanaged and investments cannot be made in an index.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

MARKET OVERVIEW

Over the twelve month reporting period ended July 31, 2007, domestic equity markets enjoyed a positive, if somewhat rocky, performance highlighted by a sudden decline in late February and another decline as the reporting period ended in July. The Russell 3000® Index,4 which represents the performance of the 3000 largest U.S. companies by market capitalization, finished the period up a solid 16.08%. Mid-cap stocks lead the way as demonstrated by the 18.93% return on the Russell Midcap® Index,5 which exceeded the 15.48% and 12.12% results for the Russell Top 200® Index6 and the Russell 2000® Index,7 respectively. Growth stocks outperformed value stocks by a wide margin during the year, with the Russell 3000® Growth Index8 returning 19.24% as compared to 12.97% for the Russell 3000 Value® Index.9

The best performing sectors during the reporting period in the Russell 3000® Index were Materials (up 35.67%), Telecommunication Services (up 30.35%) and Information Technology (up 29.43%). Underperforming sectors included Financials (up just 2.11%, negatively influenced by a disruption in credit markets late in the reporting period), Health Care (up 8.23%) and Consumer Staples (up 11.12%).

FUND PERFORMANCE

The most significant positive factor in the fund’s performance relative to the Russell Midcap® Growth Index was its stock selection in the Industrials, Materials, and Consumer Discretionary sectors. Additionally, the fund’s overweight in the Industrials and Materials sectors provided modest contributions to relative performance. The most significant negative factor in the fund’s performance relative to the Russell Midcap® Growth Index was its stock selection in the Health Care and Consumer Staples sectors. Additionally, the fund’s overweight in the Health Care sector detracted modestly from relative performance.

Individual stocks contributing to the fund’s performance relative to the Russell Midcap® Growth Index included: Precision Castparts, MEMC Electrical Materials Inc., Southern Copper Corp., Mcdermott International, and Goodyear Tire & Rubber.

Individual stocks detracting from the fund’s performance relative to the Russell Midcap® Growth Index included: Hansen National Corp., Sepracor Inc., Nutri Sys. Inc., Medimmune Inc., and Bare Escentuals Inc.

4 Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market. The index is unmanaged and investments cannot be made in an index.

5 Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 35% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments cannot be made in an index.

6 Russell Top 200 Index measures the performance of the 200 largest companies in the Russell 1000 Index, which represents approximately 65% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments cannot be made in an index.

7 Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index. The index is unmanaged and investments cannot be made in an index.

8 Russell 3000 Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000 Growth or the Russell 2000 Growth indexes. The index is unmanaged and investments cannot be made in an index.

9 Russell 3000 Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000 Value or the Russell 2000 Value indexes. The index is unmanaged and investments cannot be made in an index.

GROWTH OF A $25,000 INVESTMENT -- INSTITUTIONAL SHARES

The graph below illustrates the hypothetical investment of $25,0001 in the Federated MDT Mid Cap Growth Fund (Institutional Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell Midcap Growth Index (Russell Midcap Growth)2 and the Lipper Mid-Cap Growth Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007


1 Year

25.90%


Start of Performance (9/15/2005)

17.15%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 The Funds performance assumes the reinvestment of all dividends and distributions. The Russell Midcap Growth and Lipper Mid-Cap Growth Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell Midcap Growth is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

Portfolio of Investments Summary Table

At July 31, 2007, the Fund’s industry composition1 was as follows:

Industry

  

Percentage of
Total Net Assets


Services to Medical Professionals

9.4%


Internet Services

5.8%


Metal Fabrication

4.8%


Recreational Vehicles

4.4%


Specialty Retailing

4.3%


Defense Aerospace

4.2%


Biotechnology

4.1%


Oil Service, Explore & Drill

3.4%


Miscellaneous Machinery

3.3%


Steam Generation Machinery

3.3%


Household Appliances

3.2%


Plastic Containers

3.2%


Multi-Industry Capital Goods

3.1%


Discount Department Stores

2.8%


Financial Services

2.6%


Commodity Chemicals

2.5%


Home Products

2.5%


Oil Well Supply

2.5%


Industrial Machinery

2.1%


Metal Containers

2.0%


Undesignated Consumer Cyclicals

1.8%


Construction Machinery

1.6%


Computer Peripherals

1.4%


Computer Services

1.4%


Copper

1.4%


Defense Electronics

1.4%


Miscellaneous Communications

1.4%


Electrical Equipment

1.3%


Other2

14.1%


Cash Equivalents3

2.0%


Other Assets and Liabilities--Net4

(1.3)%


TOTAL

100.0%


1 Except for Cash Equivalents and Other Assets and Liabilities, industry classifications are based upon, and individual securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS.

2 For purposes of this table, industry classifications which constitute less than 1.0% of the Funds total net assets have been aggregated under the designation Other.

3 Cash Equivalents include any investments in money market mutual funds and/or overnight repurchase agreements.

4 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

Portfolio of Investments

July 31, 2007

Shares

   

   

Value


COMMON STOCKS--99.3%

Auto Original Equipment Manufacturer--0.3%

167

1

AutoZone, Inc.

$

21,177


Biotechnology--4.1%

1,172

1

Cephalon, Inc.

88,064

1,361

1

OSI Pharmaceuticals, Inc.

43,879

2,838

1

Waters Corp.

165,342


TOTAL

297,285


Book Publishing--0.6%

1,108

Wiley (John) & Sons, Inc., Class A

46,857


Cement--0.2%

126

Martin Marietta Materials

17,262


Clothing Stores--0.9%

854

1

J. Crew Group, Inc.

42,956

36

Mens Wearhouse, Inc.

1,778

787

Ross Stores, Inc.

22,768


TOTAL

67,502


Commodity Chemicals--2.5%

4,279

Celanese Corp.

160,463

942

RPM, Inc.

22,146


TOTAL

182,609


Computer Peripherals--1.4%

1,154

1

NVIDIA Corp.

52,807

3,008

1

Nuance Communications, Inc.

49,572


TOTAL

102,379


Computer Services--1.4%

403

1

Cognizant Technology Solutions Corp.

32,635

1,568

1

Riverbed Technology, Inc.

69,243


TOTAL

101,878


Construction Machinery--1.6%

1,491

Manitowoc, Inc.

115,806


Contracting--0.1%

48

Harsco Corp.

2,528

130

1

Jacobs Engineering Group, Inc.

8,012


TOTAL

10,540


COMMON STOCKS--continued

Copper--1.4%

923

1

Southern Copper Corp.

$

104,031


Cosmetics & Toiletries--0.7%

1,801

1

Bare Escentuals, Inc.

50,806


Defense Aerospace--4.2%

900

1

Alliant Techsystems, Inc.

89,199

3,433

Goodrich (B.F.) Co.

215,970


TOTAL

305,169


Defense Electronics--1.4%

492

1

First Solar, Inc.

55,384

672

Rockwell Collins

46,166


TOTAL

101,550


Discount Department Stores--2.8%

7,317

TJX Cos., Inc.

203,047


Electrical Equipment--1.3%

1,954

AMETEK, Inc.

76,245

232

1

Genlyte Group, Inc.

16,140


TOTAL

92,385


Financial Services--2.6%

1,287

Deluxe Corp.

48,597

4,543

Janus Capital Group, Inc.

136,563

44

1

Mastercard, Inc.

7,075


TOTAL

192,235


Furniture--0.9%

2,017

Tempur-Pedic International, Inc.

62,830


Home Building--0.2%

20

1

NVR, Inc.

11,570


Home Health Care--0.1%

102

1

Wellcare Health Plans, Inc.

10,329


Home Products--2.5%

1,821

1

Energizer Holdings, Inc.

183,739


Household Appliances--3.2%

2,271

Whirlpool Corp.

231,892


Industrial Machinery--2.1%

2,932

Dover Corp.

149,532


Internet Services--5.8%

4,422

1

Amazon.com, Inc.

347,304

1,150

1

Priceline.com, Inc.

73,370


TOTAL

420,674


COMMON STOCKS--continued

Medical Supplies--0.2%

228

1

Kinetic Concepts, Inc.

$

14,017


Medical Technology--0.7%

231

1

Intuitive Surgical, Inc.

49,113


Metal Containers--2.0%

2,859

Ball Corp.

146,581


Metal Fabrication--4.8%

2,526

Precision Castparts Corp.

346,214


Miscellaneous Communications--1.4%

11,657

1

Qwest Communications International, Inc.

99,434


Miscellaneous Components--0.3%

682

Amphenol Corp., Class A

23,365


Miscellaneous Machinery--3.3%

4,494

Cooper Industries Ltd., Class A

237,822


Multi-Industry Capital Goods--3.1%

1,004

Acuity Brands, Inc.

59,336

1

IDEX Corp.

18

2,291

ITT Corp.

144,058

192

Textron, Inc.

21,675


TOTAL

225,087


Multi-Industry Transportation--0.2%

332

C.H. Robinson Worldwide, Inc.

16,152


Office Equipment--0.7%

1,164

Pitney Bowes, Inc.

53,660


Office Supplies--0.2%

241

Avery Dennison Corp.

14,783


Offshore Driller--0.1%

98

Tidewater, Inc.

6,705


Oil Service, Explore & Drill--3.4%

80

1

Grant Prideco, Inc.

4,488

2,915

1

McDermott International, Inc.

241,770


TOTAL

246,258


Oil Well Supply--2.5%

2,059

1

Dresser-Rand Group, Inc.

76,389

140

1

FMC Technologies, Inc.

12,813

614

1

National-Oilwell, Inc.

73,748

421

1

Superior Energy Services, Inc.

16,975


TOTAL

179,925


COMMON STOCKS--continued

Other Communications Equipment--0.2%

315

Harris Corp.

$

17,287


Packaged Foods--0.6%

1,201

Campbell Soup Co.

44,233


Paint & Related Materials--0.6%

637

Sherwin-Williams Co.

44,393


Personnel Agency--0.1%

106

Manpower, Inc.

8,379


Plastic Containers--3.2%

4,090

1

Owens-Illinois, Inc.

163,518

2,147

1

Pactiv Corp.

67,867


TOTAL

231,385


Recreational Vehicles--4.4%

5,583

Harley Davidson, Inc.

320,018


Restaurant--0.7%

2,234

Burger King Holdings, Inc.

54,264


Semiconductor Distribution--0.0%

87

1

Avnet, Inc.

3,296


Semiconductor Manufacturing--0.8%

589

KLA-Tencor Corp.

33,449

644

Linear Technology Corp.

22,959


TOTAL

56,408


Semiconductor Manufacturing Equipment--0.5%

536

1

Lam Research Corp.

31,002

150

1

Varian Semiconductor Equipment Associates, Inc.

7,050


TOTAL

38,052


Services to Medical Professionals--9.4%

7,089

1

Express Scripts, Inc., Class A

355,372

1,102

1

Health Net, Inc.

54,593

3,718

1

Laboratory Corp. of America Holdings

274,574


TOTAL

684,539


Shoes--0.6%

703

1

Crocs, Inc.

41,702


Software Packaged/Custom--0.6%

266

1

Autodesk, Inc.

11,270

302

1

DST Systems, Inc.

22,913

103

1

F5 Networks, Inc.

8,929


TOTAL

43,112


COMMON STOCKS--continued

Specialty Chemicals--0.6%

2,040

1

Hercules, Inc.

$

42,350


Specialty Machinery--0.6%

977

1

Gardner Denver, Inc.

40,633


Specialty Retailing--4.3%

1,981

Abercrombie & Fitch Co., Class A

138,472

787

Advance Auto Parts, Inc.

27,364

4,208

1

Bed Bath & Beyond, Inc.

145,765


TOTAL

311,601


Stainless Steel Producer--0.6%

400

Allegheny Technologies, Inc.

41,972


Steam Generation Machinery--3.3%

2,131

1

Foster Wheeler Ltd.

239,503


Telecommunication Equipment & Services--0.1%

113

1

Anixter International, Inc.

9,339


Telephone Utility--0.0%

39

Telephone and Data System, Inc.

2,590


Toys & Games--0.1%

223

1

Marvel Entertainment, Inc.

5,403


Truck Manufacturing--0.9%

817

PACCAR, Inc.

66,847


Undesignated Consumer Cyclicals--1.8%

1,204

1

ITT Educational Services, Inc.

127,215


Undesignated Consumer Staples--0.1%

139

1

Nutri/System, Inc.

7,745


TOTAL COMMON STOCKS
(IDENTIFIED COST $6,840,306)

7,224,466


MUTUAL FUND--2.0%

148,403

 2,3

Prime Value Obligations Fund, Institutional Shares, 5.25% (AT NET ASSET VALUE)

148,403


TOTAL INVESTMENTS --101.3%
(IDENTIFIED COST $6,988,709)4

7,372,869


OTHER ASSETS AND LIABILITIES--(1.3)%

(95,806)


TOTAL NET ASSETS--100%

$

7,277,063


1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 The cost of investments for federal tax purposes amounts to $6,996,271.

Note: The categories of investments are shown as a percentage of total net assets at
July 31, 2007.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

July 31, 2007

Assets:

   

   

Total investments in securities, at value including $148,403 of investments in an affiliated issuer (Note 5) (identified cost $6,988,709)

$

7,372,869

Income receivable

321

Receivable for investments sold

17,993

Receivable for shares sold

43,493


TOTAL ASSETS

7,434,676


Liabilities:

Payable for investments purchased

$

80,491

Payable for shares redeemed

27,381

Payable for transfer and dividend disbursing agent fees and expenses

11,374

Payable for Directors’/Trustees’ fees

110

Payable for audit fees

14,500

Payable for portfolio accounting fees

5,495

Payable for distribution services fee (Note 5)

88

Payable for shareholder services fee (Note 5)

3,243

Payable for share registration costs

7,824

Accrued expenses

7,107


TOTAL LIABILITIES

157,613


Net assets for 557,709 shares outstanding

$

7,277,063


Net Assets Consist of:

Paid-in capital

$

6,787,071

Net unrealized appreciation of investments

384,160

Accumulated net realized gain on investments

105,832


TOTAL NET ASSETS

$

7,277,063


Net Asset Value, Offering Price and Redemption Proceeds Per Share

Institutional Shares:

Net asset value per share ($708,041 ÷ 54,053 shares outstanding), no par value, unlimited shares authorized

$13.10


Offering price per share

$13.10


Redemption proceeds per share

$13.10


Class A Shares:

Net asset value per share ($6,445,771 ÷ 494,072 shares outstanding), no par value, unlimited shares authorized

$13.05


Offering price per share (100/94.50 of $13.05)1

$13.81


Redemption proceeds per share

$13.05


Class C Shares:

Net asset value per share ($123,251 ÷ 9,584 shares outstanding), no par value, unlimited shares authorized

$12.86


Offering price per share

$12.86


Redemption proceeds per share (99.00/100 of $12.86)1

$12.73


1 See What Do Shares Cost? in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended July 31, 2007

Investment Income:

   

   

   

Dividends (including $951 received from an affiliated issuer (Note 5))

$

13,525

Interest

1,691


TOTAL INCOME

15,216


Expenses:

Investment adviser fee (Note 5)

$

21,044

Administrative personnel and services fee (Note 5)

229,992

Custodian fees

14,723

Transfer and dividend disbursing agent fees and expenses

47,546

Auditing fees

15,210

Legal fees

7,487

Portfolio accounting fees

68,530

Distribution services fee--Class A Shares (Note 5)

176

Distribution services fee--Class C Shares (Note 5)

311

Shareholder services fee--Class A Shares (Note 5)

4,537

Shareholder services fee--Class C Shares (Note 5)

90

Share registration costs

61,764

Printing and postage

18,843

Insurance premiums

6,070

Miscellaneous

6,115


TOTAL EXPENSES

502,438


Waivers and Reimbursements:

Waiver/reimbursement of investment adviser fee (Note 5)

$

(21,044

)

Waiver of administrative personnel and services fee (Note 5)

(106,536

)

Waiver of transfer and dividend disbursing agent fees and expenses

(13,090

)

Waiver of portfolio accounting fees

(21,554

)

Reimbursement of other operating expenses (Note 5)

(305,878

)


TOTAL WAIVERS AND REIMBURSEMENTS

(468,102

)


Net expenses

34,336


Net investment income (loss)

(19,120

)


Realized and Unrealized Gain on Investments:

Net realized gain on investments

127,473

Net change in unrealized appreciation of investments

379,049


Net realized and unrealized gain on investments

506,522


Change in net assets resulting from operations

$

487,402


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

   

Year Ended
7/31/2007

   

Period
Ended
7/31/2006

1


Increase (Decrease) in Net Assets

Operations:

Net investment income (loss)

$

(19,120

)

$

(2,184

)

Net realized gain on investments

127,473

16,974

Net change in unrealized appreciation/depreciation of investments

379,049

5,111


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

487,402

19,901


Distributions to Shareholders:

Distributions from net realized gain on investments

Institutional Shares

(8,652

)

--

Class A Shares

(8,228

)

--

Class C Shares

(431

)

--


CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS

(17,311

)

--


Share Transactions:

Proceeds from sale of shares

7,320,573

528,722

Net asset value of shares issued to shareholders in payment of distributions declared

16,366

--

Cost of shares redeemed

(865,450

)

(213,610

)

Redemption fees

470

--


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

6,471,959

315,112


Change in net assets

6,942,050

335,013


Net Assets:

Beginning of period

335,013

--


End of period

$

7,277,063

$

335,013


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to
July 31, 2006.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

July 31, 2007

1. ORGANIZATION

Federated MDT Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of eight portfolios. The financial statements included herein are only those of Federated MDT Mid Cap Growth Fund (the “Fund”), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held. Each portfolio pays its own expenses. The Fund offers three classes of shares: Institutional Shares, Class A Shares and Class C Shares. All shares of the Fund have equal rights with respect to voting, except on
class-specific matters. The financial highlights of the Class A Shares and Class C Shares are presented separately. The primary investment objective of the Fund is long-term capital appreciation.

MDT Mid Cap Growth Fund (the “Predecessor Fund”) was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. The Fund is the successor to the Predecessor Fund, which commenced operations on September 15, 2005.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund’s portfolio securities are determined as follows:

  • for equity securities, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the
    over-the-counter market), if available;
  • in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;
  • for investments in other open-end registered investment companies, based on net asset value (NAV);
  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the “Trustees”) may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • prices for total return swaps are based upon a valuation model determined by management incorporating underlying reference indexes, interest rates, yield curves and other market data or factors; prices for credit default swaps are furnished by an independent pricing service and are based upon a valuation model incorporating default probabilities, recovery rates and other market data or factors;
  • for mortgage-backed securities, based on the aggregate investment value of the projected cash flows to be generated by the security, as furnished by an independent pricing service;
  • for other fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices (other than prices of mortgage-backed securities) are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities, except that prices for corporate fixed-income and asset-backed securities traded in the United States are generally intended to be indicative of the mean between such bid prices and asked prices. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities using the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates are generally determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation is done by others under the direction of Fund management. An event is considered material if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund’s custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund’s adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the
ex-dividend date or when the Fund is informed of the ex-dividend date. Distributions of net investment income, if any, are declared and paid annually. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each class may bear certain expenses unique to that class such as distribution and shareholder services fees. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed-income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records
when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:

   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Institutional Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

71,994

$

904,172

31,504

$

316,914

Shares issued to shareholders in payment of distributions declared

738



8,505

--


--

Shares redeemed

(39,756

)

(518,903

)

(10,427

)

(115,165

)

Redemption fees

--

194

--

--


NET CHANGE RESULTING FROM
INSTITUTIONAL SHARE TRANSACTIONS

32,976

$

393,968

21,077


$

201,749


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class A Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

511,500

$

6,300,790

18,783

$

206,180

Shares issued to shareholders in payment of distributions declared

659

 

7,566

--

--

Shares redeemed

(27,853

)

(342,042

)

(9,017

)

(98,445

)

Redemption fees

--

262

--

--


NET CHANGE RESULTING FROM
CLASS A SHARE TRANSACTIONS

484,306

$

5,966,576

9,766

$

107,735


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class C Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

9,419

$

115,611

523

$

5,628

Shares issued to shareholders in payment of distributions declared

26

295

--

--

Shares redeemed

(384

)

(4,505

)

--

--

Redemption fees

--

14

--

--


NET CHANGE RESULTING FROM
CLASS C SHARE TRANSACTIONS

9,061

$

111,415

523

$

5,628


NET CHANGE RESULTING FROM
SHARE TRANSACTIONS

526,343

$

6,471,959

31,366


  $

315,112


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to
July 31, 2006.

Redemption Fees

Prior to December 11, 2006, the Fund imposed a 2.00% redemption fee to shareholders of the Fund’s Institutional Shares, Class A Shares and Class C Shares who redeem shares held for 30 days or less. Shares acquired by reinvestment of dividends or distributions of the Fund, or purchased pursuant to the Systematic Investment Program or withdrawn pursuant to the Systematic Withdrawal Program, were not subject to the redemption fee. All redemption fees were recorded by the Fund as additions to paid-in capital.

4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to differing treatments for net operating loss.

For the year ended July 31, 2007, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)


Undistributed
Net Investment
Income (Loss)

   

Accumulated
Net Realized
Gains


$19,120

$(19,120)


Net investment income (loss), net realized gains (losses), and net assets were not affected by this reclassification.

The tax character of distributions as reported on the Statement of Changes in Net Assets for the year ended July 31, 2007, was as follows:

   

2007


Ordinary income1

$16,615


Long-term capital gains

$696


1 For tax purposes short-term capital gain distributions are considered ordinary income distributions.

As of July 31, 2007, the components of distributable earnings on a tax basis were as follows:


Undistributed ordinary income

   

$

90,764


Undistributed long-term capital gain

$

22,630


Net unrealized appreciation

$

376,598


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to differing treatments for the deferral of losses on wash sales.

At July 31, 2007, the cost of investments for federal tax purposes was $6,996,271. The net unrealized appreciation of investments for federal tax purposes was $376,598. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $578,872 and net unrealized depreciation from investments for those securities having an excess of cost over value of $202,274.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated MDTA LLC is the Fund’s investment adviser (the “Adviser”). The advisory agreement between the Fund and Adviser provides for an annual fee equal to 0.90% of the Fund’s average daily net assets. Under the investment advisory contract, which is subject to annual review by the Trustees, the Adviser will waive all or a portion of the advisory fee and/or reimburse certain operating expenses (excluding interest, taxes and brokerage commissions) in order to contractually limit the Fund’s aggregate annual operating expenses to no more than the following annual percentages for each Class of the Fund based on average daily net assets:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Institutional Shares

1.80%


Class A Shares

2.05%


Class C Shares

2.80%


The Adviser has agreed to keep these contractual limitations in place through
December 8, 2008.

In addition, after fulfilling its contractual commitment, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. For the year ended July 31, 2007, the Adviser waived $21,030 and reimbursed $305,878 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement (the “Agreement”), provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:

Administrative Fee

   

Average Aggregate Daily
Net Assets of the Federated Funds


0.150%

on the first $5 billion


0.125%

on the next $5 billion


0.100%

on the next $10 billion


0.075%

on assets in excess of $20 billion


The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. During the period from July 15, 2006 through December 8, 2006, the administrator contractually agreed to waive a portion of its fee which it would otherwise be entitled to receive from the Fund under the Agreement. The level of fees payable by the Fund to FAS for the period will not exceed the level of fees which the Fund would have paid during the period to its previous service provider under its previous administrative services contract. In addition, FAS may voluntarily choose to waive any portion of its fee. For the year ended July 31, 2007, the net fee paid to FAS was 5.280% of average daily net assets of the Fund. FAS waived $106,536 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act which became effective on December 11, 2006. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund’s Class A Shares and Class C Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses of up to the following percentages of average daily net assets annually, to compensate FSC:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

0.75%


Prior to December 11, 2006, the Fund incurred distribution expenses according to the following schedule annually, to compensate FSC:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

1.00%


When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended July 31, 2007, FSC retained $299 of fees paid by the Fund.

Sales Charges

For the year ended July 31, 2007, FSC retained $1,093 in sales charges from the sale of
Class A Shares. See “What Do Shares Cost?” in the Prospectus.

Shareholder Services Fee

Effective December 11, 2006, the Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund’s Class A Shares and Class C Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. For the year ended July 31, 2007, FSSC did not receive any fees paid by the Fund.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses so that the total operating expenses (including the distribution (12b-1) fee) paid by the Fund’s Institutional Shares, Class A Shares and Class C Shares (after the voluntary waivers and reimbursements) will not exceed 1.25%, 1.50% and 2.25%, respectively, for the fiscal year ending July 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after September 30, 2008.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

Transactions with Affiliated Companies

Affiliated holdings are mutual funds which are managed by the Adviser or an affiliate of the Adviser. The Adviser has agreed to reimburse the Fund for certain investment adviser fees as a result of transactions in other affiliated mutual funds. For the year ended July 31, 2007, the Adviser reimbursed $14 in connection with the affiliated mutual fund listed below. Transactions with the affiliated company during the year ended July 31, 2007 were as follows:

Affiliate

   

Balance of
Shares Held
7/31/2006

   

Purchases/
Additions

   

Sales/
Reductions

   

Balance of
Shares Held
7/31/2007

   

Value

   

Dividend
Income


Prime Value Obligations Fund, Institutional Shares

--

888,550

740,147

148,403

$148,403

$951


6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and
short-term obligations, for the year ended July 31, 2007, were as follows:


Purchases

      

$

9,753,606


Sales

$

3,368,828


7. LINE OF CREDIT

The Fund participates in a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the Fund did not utilize the LOC.

8. INTERFUND LENDING

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (SEC), the Fund, along with other funds advised by subsidiaries of Federated Investors, Inc., may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from other participating affiliated funds. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the program was not utilized.

9. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, “Federated”), along with various investment companies sponsored by Federated (“Funds”) were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated’s first public announcement that it had received requests for information on shareholder trading activities in the Funds from the SEC, the Office of the New York State Attorney General (“NYAG”), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as late as a fund’s last NAV calculation in the first required financial statement reporting period. As a result, the Fund will adopt FIN 48 no later than January 31, 2008. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund’s financial statement disclosures.

11. FEDERAL TAX INFORMATION (UNAUDITED)

For the year ended July 31, 2007, the amount of long-term capital gains designated by the Fund was $696.

For the fiscal year ended July 31, 2007, 17.64% of total ordinary dividends paid by the Fund are qualifying dividends which may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Act of 2003. Complete information is reported in conjunction with the reporting of your distributions on Form 1099-DIV.

Of the ordinary income (including short-term capital gain) distributions made by the Fund during the year ended July 31, 2007, 17.82% qualify for the dividend received deduction available to corporate shareholders.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF FEDERATED MDT SERIES AND
SHAREHOLDERS OF FEDERATED MDT MID CAP GROWTH FUND

We have audited the accompanying statement of assets and liabilities of Federated MDT Mid Cap Growth Fund (the “Fund”) (one of the portfolios constituting Federated MDT Series), including the portfolio of investments, as of July 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated MDT Mid Cap Growth Fund, a portfolio of Federated MDT Series, at July 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Boston, Massachusetts
September 19, 2007

Board of Trustees and Trust Officers

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Trust comprised 8 portfolios, and the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund’s Statement of Additional Information includes additional information about Trust Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex’s Executive Committee.

Previous Positions: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: August 2006

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for interested status: John F. Donahue is the father of J. Christopher Donahue; both are interested due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is interested because his son-in-law is employed by the Funds principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children’s Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment
Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant.

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Thomas M. ONeill
Birth Date: June 14, 1951
95 Standish Street
P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting).

Other Directorships Held: Director, Midway Pacific (lumber); Board of Overseers, Children’s Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Previous Positions: Public Relations/Marketing Consultant/Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began Serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College.

Other Directorships Held: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation.


OFFICERS


Name
Birth Date
Positions Held with Trust
Date Began Serving

Principal Occupation(s) for Past Five Years and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
SECRETARY
Began serving: August 2006

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.


Richard A. Novak
Birth Date: December 25, 1963
TREASURER
Began serving: August 2006

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Previous Positions: Controller of Federated Investors, Inc.; Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.


Brian P. Bouda
Birth Date: February 28, 1947
CHIEF COMPLIANCE OFFICER
AND SENIOR VICE PRESIDENT
Began serving: August 2006

Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.


Evaluation and Approval of Advisory Contract

FEDERATED MDT MID CAP GROWTH FUND (THE FUND)

The Fund’s Board reviewed the Fund’s investment advisory contract at meetings held in May 2007. The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

In this connection, the Federated funds had previously appointed a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated fund. The Senior Officer has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below. The Board considered that evaluation, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with and considered judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser’s fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser’s cost of providing the services; the extent to which the Adviser may realize “economies of scale” as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser’s services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for what might be viewed as like services, and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise and accompany the Senior Officer’s evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board’s formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board also received information on particular matters as the need arose. Thus, the Board’s consideration of the advisory contract included review of the Senior Officer’s evaluation, accompanying data and additional reports covering such matters as: the Adviser’s investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or “peer group” funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund’s investment objectives; the Fund’s expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund’s portfolio securities (if any); and the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates. The Board also considered the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund’s relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The Board’s evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund’s performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund’s investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund’s ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund’s investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser’s investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated’s fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, using data supplied by independent fund ranking organizations, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups are highly important in judging the reasonableness of proposed fees.

For the one year period ending December 31, 2006, the Fund’s performance was above the median of the relevant peer group.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated’s subsidiaries for providing other services to the Federated funds under separate contracts (e.g., for serving as the Federated funds’ administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades. In addition, the Board considered the fact that, in order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have disclosed to fund investors and/or indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs (and the unavoidable arbitrary aspects of that exercise) and the lack of consensus on how to allocate those costs may render such allocation reports unreliable. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board and the Senior Officer also reviewed a report compiled by Federated comparing profitability information for Federated to other publicly held fund management companies. In this regard, the Senior Officer noted the limited availability of such information, but nonetheless concluded that Federated’s profit margins did not appear to be excessive and the Board agreed.

The Senior Officer’s evaluation also discussed the notion of possible realization of “economies of scale” as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in areas such as personnel and processes for the portfolio management, compliance, and risk management functions; distribution efforts; and systems technology; that support all of the Federated funds, and that the benefits of these efforts (as well as any economies, should they exist) were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which (as discussed in independently prepared materials included in the Senior Officer’s evaluation) is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with “breakpoints” that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated’s fund advisory services at this time.

It was noted that for the Fund’s most recently completed fiscal year, the Fund’s investment advisory fee was waived in its entirety. The Board reviewed the contractual fee rate and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive.

The Senior Officer’s evaluation noted his belief that the information and observations contained in his evaluation supported his finding that the proposed management fees are reasonable, and that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. Under these circumstances, no changes were recommended to, and no objection was raised to the continuation of the Fund’s advisory contract. For 2006, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser’s industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board’s approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were necessarily relevant to the Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board’s decision to approve the contract reflects its determination that Federated’s performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from Federated’s website at FederatedInvestors.com. To access this information from the “Products” section of the website, click on the “Prospectuses and Regulatory Reports” link under “Related Information”, then select the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Prospectuses and Regulatory Reports” link. Form N-PX filings are also available at the SEC’s website at www.sec.gov.

Quarterly Portfolio Schedule

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the “Products” section of Federated’s website at FederatedInvestors.com by clicking on “Portfolio Holdings” under “Related Information,” then selecting the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page click, on the “Portfolio Holdings” link.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the fund’s prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

Federated Investors
World-Class Investment Manager

Federated MDT Mid Cap Growth Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R858

37327 (9/07)

Federated is a registered mark of Federated Investors, Inc.
2007 ©Federated Investors, Inc.

 

 

Federated Investors
World-Class Investment Manager

Federated MDT Small
Cap Core Fund

Established 2005

A Portfolio of Federated MDT Series

ANNUAL SHAREHOLDER REPORT

July 31, 2007

Class A Shares
Class C Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLE
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND TRUST OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Financial Highlights--Class A Shares

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$11.11

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.10

)3

(0.13

)3

Net realized and unrealized gain on investments

2.21

1.24


TOTAL FROM INVESTMENT OPERATIONS

2.11

1.11


Net Asset Value, End of Period

$13.22

$11.11


Total Return4

18.99

%

11.10

%


 

Ratios to Average Net Assets:


Net expenses

1.75

%

2.01

%5


Net investment income (loss)

(0.77

)%

(1.16

)%5


Expense waiver/reimbursement6

7.96

%

9.41

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$2,414

$324


Portfolio turnover

237

%

209

%


1 The MDT Small Cap Core Fund (the Predecessor Fund) was reorganized into Federated MDT Small Cap Core Fund (the Fund) as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Financial Highlights--Class C Shares

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$11.05

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.19

)3

(0.23

)3

Net realized and unrealized gain on investments

2.18

1.28


TOTAL FROM INVESTMENT OPERATIONS

1.99

1.05


Net Asset Value, End of Period

$13.04

$11.05


Total Return4

18.01

%

10.50

%


 

Ratios to Average Net Assets:


Net expenses

2.50

%

2.76

%5


Net investment income (loss)

(1.52

)%

(1.91

)%5


Expense waiver/reimbursement6

8.63

%

9.41

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$3,299

$1,505


Portfolio turnover

237

%

209

%


1 The Predecessor Fund was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase or redemption payments; and (2) ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2007 to July 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase or redemption payments. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

   

Beginning
Account Value
2/1/2007

   

Ending
Account Value
7/31/2007

   

Expenses Paid
During Period1


Actual:


Class A Shares

$1,000

$1,050.00

$8.79


Class C Shares

$1,000

$1,045.70

$12.63


Hypothetical (assuming a 5% return before expenses):


Class A Shares

$1,000

$1,016.22

$8.65


Class C Shares

$1,000

$1,012.45

$12.42


1 Expenses are equal to the Funds annualized net expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The annualized net expense ratios are as follows:


Class A Shares

   

1.73%


Class C Shares

2.49%


Management’s Discussion of Fund Performance

The fund’s total return for the fiscal year ended July 31, 2007 was 18.99% for Class A Shares and 18.01% for Class C Shares.1 The total return of the Russell 2000® Index was 12.12% for the same period.2 The fund’s total return for the fiscal year reflected actual cash flows, transaction costs and other expenses which were not reflected in the total return of the Russell 2000® Index. The total return of the Lipper Small-Cap Core Funds Index was 16.16% for the same period.3

1 The fund is the successor to the MDT Small Cap Core Fund pursuant to a reorganization that took place on December 8, 2006. Prior to that date, the fund had no investment operations. Accordingly, the performance information provided is historical information of the MDT Small Cap Growth Fund. Small company stocks may be less liquid and subject to greater price volatility than large capitalization stocks.

2 The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which represents approximately 10% of the total market capitalization of the Russell 3000® Index. The index is unmanaged and investments can not be made directly in an index.

3 The Lipper Small-Cap Core Funds Index is an average of funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) less than 250% of the dollar-weighted median of the smallest 500 of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Small-cap growth funds typically have an average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P SmallCap 600 Index.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

MARKET OVERVIEW

Over the twelve month reporting period ended July 31, 2007, domestic equity markets enjoyed a positive, if somewhat rocky, performance highlighted by a sudden decline in late February and another decline as the reporting period ended in July. The Russell 3000® Index, which represents the performance of the 3000 largest U.S. companies by market capitalization, finished the period up a solid 16.08%. Mid-cap stocks lead the way as demonstrated by the 18.93% return on the Russell Midcap® Index4, which exceeded the 15.48% and 12.12% results for the Russell Top 200® Index5 and the Russell 2000® Index, respectively. Growth stocks outperformed value stocks by a wide margin during the year with the Russell 3000® Growth Index6 returning 19.24% as compared to 12.97% for the Russell 3000® Value Index.7

The best performing sectors during the reporting period in the Russell 3000 Index were Materials (up 35.67%), Telecommunication Services (up 30.35%) and Information Technology (up 29.43%). Underperforming sectors included Financials (up just 2.11%, negatively influenced by a disruption in credit markets late in the reporting period), Health Care (up 8.23%) and Consumer Staples (up 11.12%).

FUND PERFORMANCE

The most positive contributor to the fund’s performance was its overweight relative to the Russell 2000® Index in the Industrials and Materials sectors as well as stock selection in those sectors. Additionally, the fund’s stock selection in the Consumer Discretionary and Health Care sectors provided positive contributions to fund performance. The fund’s performance was negatively impacted by its underweight relative to the Russell 2000® Index in the Information Technology sector and by its stock selection in that sector.

Individual stocks contributing to the fund’s out performance relative to the Russell 2000® Index included: Crocs Inc., Chaparral Steel Co., Cleveland Cliffs Inc., Guess Inc., and Priceline.com Inc.

Individual stocks detracting from the fund’s performance relative to the Russell 2000® Index included: Downey Financial Corp., Daktronics Inc., Group 1 Automotive, Aquantive Inc., and Landamerica Financial Group.

4 The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000® Index, which represent approximately 31% of the total market capitalization of the Russell 1000® Index. The index is unmanaged and investments can not be made directly in an index.

5 Russell Top 200® Index measures the performance of the 200 largest companies in the Russell 1000® Index, which represents approximately 69% of the total market capitalization of the Russell 1000® Index. The index is unmanaged and investments can not be made directly in an index.

6 The Russell 3000® Growth Index measures the performance of those Russell 3000® Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000® Growth or the Russell 2000® Growth indexes. The index is unmanaged and investments can not be made directly in an index.

7 The Russell 3000® Value Index measures the performance of those Russell 3000® Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000® Value or the Russell 2000® Value indexes. The index is unmanaged and investments can not be made directly in an index.

GROWTH OF A $10,000 INVESTMENT - CLASS A SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT Small Cap Core Fund (Class A Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell 2000® Index2 and the Lipper Small-Cap Core Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007


1 Year

12.41%


Start of Performance (9/15/2005)

12.60%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum sales charge of 5.50%.

1 Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charge of 5.50% ($10,000 investment minus $550 sales charge = $9,450). The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 2000® Index and the Lipper Small-Cap Core Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 2000® Index is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the Funds performance. The Russell 2000® Index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

GROWTH OF A $10,000 INVESTMENT - CLASS C SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT Small Cap Core Fund (Class C Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell 2000® Index2 and the Lipper Small-Cap Core Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007


1 Year

17.01%


Start of Performance (9/15/2005)

15.19%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum contingent deferred sales charge (CDSC) of 1.00%, as applicable.

1 Represents a hypothetical investment of $10,000 in the Fund. The maximum CDSC is 1.00% on any redemptions less than one year from the purchase date. The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 2000® Index and the Lipper Small-Cap Core Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 2000® Index is not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Funds performance. The Russell 2000® Index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

Portfolio of Investments Summary Table

At July 31, 2007, the Fund’s industry composition1 was as follows:

Industry

Percentage of
Total Net Assets


Regional Bank

8.2%


Electrical Equipment

4.2%


Shoes

3.6%


Specialty Chemicals

3.4%


Oil Well Supply

3.3%


Software Packaged/Custom

3.3%


Property Liability Insurance

2.8%


Specialty Machinery

2.8%


Medical Supplies

2.7%


Savings & Loan

2.7%


Telecommunication Equipment & Services

2.7%


Financial Services

2.5%


Electric & Electrical Original Equipment Manufacturers

2.3%


Internet Services

2.1%


Offshore Driller

2.0%


Home Building

1.8%


Defense Aerospace

1.7%


Industrial Machinery

1.7%


Multi-Line Insurance

1.7%


Oil Service, Explore & Drill

1.7%


Personal Agency

1.7%


Restaurant

1.6%


Specialty Retailing

1.6%


Clothing Stores

1.5%


Contracting

1.5%


Insurance Brokerage

1.5%


Mortgage and Title

1.5%


Undesignated Consumer Cyclicals

1.5%


Defense Electronics

1.4%


Apparel

1.3%


Greeting Cards

1.3%


Trucking

1.3%


Undesignated Consumer Staples

1.2%


Commodity Chemicals

1.0%


Electric Utility

1.0%


Other2

21.0%


Cash Equivalents3

1.8%


Other Assets and Liabilities--Net4

(0.9)%


TOTAL

100.0%


1 Except for Cash Equivalents and Other Assets and Liabilities, industry classifications are based upon, and individual portfolio securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS.

2 For purposes of this table, industry classifications which constitute less than 1.0% of the Funds total net assets have been aggregated under the designation Other.

3 Cash Equivalents include any investments in money market mutual funds and/or overnight repurchase agreements.

4 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

Portfolio of Investments

July 31, 2007

Shares

   

Value


COMMON STOCKS--99.1%

Agricultural Chemicals--0.8%

873

CF Industries Holdings, Inc.

$

50,180

280

FMC Corp.

24,956


TOTAL

75,136


Airline - National--0.2%

358

1

Atlas Air Worldwide Holdings, Inc.

19,407


Aluminum--0.8%

660

1

Century Aluminum Co.

34,016

544

Kaiser Aluminum Corp.

36,725


TOTAL

70,741


Apparel--1.3%

1,154

1

Maidenform Brands, Inc.

20,749

555

1

Volcom, Inc.

19,691

2,106

1

Warnaco Group, Inc.

76,048


TOTAL

116,488


Auto Original Equipment Manufacturers--0.9%

2,678

ArvinMeritor, Inc.

53,105

946

Sun Hydraulics Corp.

28,130


TOTAL

81,235


Auto Rentals--0.3%

407

1

AMERCO

25,987


Biotechnology--0.8%

1,023

1

LifeCell Corp.

31,396

3,440

1

ViroPharma, Inc.

44,204


TOTAL

75,600


Book Publishing--0.2%

675

1

Scholastic Corp.

21,722


Building Materials--0.3%

1,147

Apogee Enterprises, Inc.

29,547


Cellular Communications--0.3%

1,007

1

USA Mobility, Inc.

24,037


Cement--0.5%

918

1

Astec Industries, Inc.

47,892


Clothing Stores--1.5%

2,450

1

Aeropostale, Inc.

93,296

828

1

Heelys, Inc.

18,133

COMMON STOCKS--continued

Clothing Stores--continued

399

1

Jos A. Bank Clothiers, Inc.

$

13,765

344

1

Tween Brands, Inc.

13,161


TOTAL

138,355


Commodity Chemicals--1.0%

3,551

Westlake Chemical Corp.

88,704


Computer Peripherals--0.7%

1,954

1

Nuance Communications, Inc.

32,202

890

1

Synaptics, Inc.

31,257


TOTAL

63,459


Computer Services--0.2%

814

1

Synnex Corp.

16,540


Contracting--1.5%

2,236

1

Perini Corp.

137,313


Cosmetics & Toiletries--0.1%

557

1

Helen of Troy Ltd.

12,371


Crude Oil & Gas Production--0.6%

1,395

1

Swift Energy Co.

59,622


Defense Aerospace--1.7%

1,684

1

AAR Corp.

50,234

1,026

1

GenCorp, Inc.

12,127

1,284

Triumph Group, Inc.

97,854


TOTAL

160,215


Defense Electronics--1.4%

756

EDO Corp.

24,986

2,313

1

FLIR Systems, Inc.

100,962


TOTAL

125,948


Diversified Leisure--0.1%

238

1

Life Time Fitness, Inc.

12,238


Drug Stores--0.9%

1,801

Longs Drug Stores Corp.

87,096


Electric & Electrical Original Equipment Manufacturers--2.3%

1,522

Cubic Corp.

41,901

2,122

1

General Cable Corp.

168,699


TOTAL

210,600


Electric Utility--1.0%

3,517

Portland General Electric Co.

94,642


Electrical - Radio & TV--0.2%

619

1

Universal Electronics, Inc.

21,814


COMMON STOCKS--continued

Electrical Equipment -- 4.2%

2,129

Belden CDT, Inc.

$

116,627

1,283

Encore Wire Corp.

39,196

8,225

1

GrafTech International Ltd.

127,405

480

1

Houston Wire & Cable Co.

12,370

1,986

Smith (A.O.) Corp.

96,420


TOTAL

392,018


Electronic Instruments--0.6%

1,083

1

Advanced Analogic Technologies, Inc.

9,617

443

Analogic Corp.

29,411

367

1

Cymer, Inc.

15,689

116

1

FEI Co.

3,327


TOTAL

58,044


Ethical Drugs--0.8%

1,868

1

Salix Pharmaceuticals Ltd.

20,585

2,296

1

Sciele Pharma, Inc.

53,244


TOTAL

73,829


Financial Services--2.5%

1,547

1

CompuCredit Corp.

40,609

3,167

Deluxe Corp.

119,586

1,220

Greenhill & Co., Inc.

70,760


TOTAL

230,955


Food Wholesaling--0.5%

1,810

Winn-Dixie Stores, Inc.

48,345


Furniture--0.2%

1,468

Furniture Brands International, Inc.

16,177


Greeting Cards--1.3%

4,870

American Greetings Corp., Class A

120,435


Home Building--1.8%

1,954

1

Meritage Home Corp.

38,103

3,976

Ryland Group, Inc.

132,202


TOTAL

170,305


Home Products--0.3%

1,129

Tupperware Brands Corp.

29,365


Hotels and Motels--0.0%

134

1

McCormick & Schmick’s Seafood Restaurants, Inc.

3,267


Household Appliances--0.4%

1,656

1

Goodman Global, Inc.

39,943


COMMON STOCKS--continued

Industrial Machinery--1.7%

0

Gorman Rupp Co.

$

7

2,148

Valmont Industries, Inc.

162,367


TOTAL

162,374


Insurance Brokerage--1.5%

1,656

1

AmTrust Financial Services, Inc.

24,294

937

Life Partners Holdings, Inc.

40,450

2,022

Odyssey Re Holdings Corp.

71,174


TOTAL

135,918


Internet Services--2.1%

453

1

Blue Nile, Inc.

34,251

1,855

1

CNET, Inc.

13,968

2,339

1

Priceline.com, Inc.

149,228


TOTAL

197,447


Leasing--0.1%

472

Financial Federal Corp.

13,381


Life Insurance--0.3%

595

Delphi Financial Group, Inc.

23,901

564

Phoenix Cos., Inc.

7,778


TOTAL

31,679


Machine Tools--0.5%

1,089

1

AZZ, Inc.

38,659

176

Hurco Co., Inc.

8,198


TOTAL

46,857


Major Steel Producer--0.1%

237

Ryerson, Inc.

7,605


Maritime--0.2%

251

1

Genco Shipping & Trading Ltd.

14,139


Medical Supplies--2.7%

1,558

1

Align Technology, Inc.

40,664

505

1

Emergency Medical Services Corp., Class A

19,700

2,725

1

Kyphon, Inc.

178,814

520

1

Obagi Medical Products, Inc.

8,804


TOTAL

247,982


Medical Technology--0.5%

1,489

1

Greatbatch Technologies, Inc.

46,204


COMMON STOCKS--continued

Metal Fabrication--0.8%

1,040

Barnes Group, Inc.

$

32,448

1,790

Worthington Industries, Inc.

37,053


TOTAL

69,501


Mini-Mill Producer--0.6%

610

Quanex Corp.

27,487

595

Schnitzer Steel Industries, Inc., Class A

32,243


TOTAL

59,730


Miscellaneous Communications--0.2%

858

Iowa Telecommunication Services, Inc.

17,640


Miscellaneous Food Products--0.2%

881

Fresh Del Monte Produce, Inc.

22,598


Miscellaneous Machinery--0.2%

733

1

Lamson & Sessions Co.

16,229


Miscellaneous Metals--0.2%

435

Metal Management, Inc.

18,274


Miscellaneous Components--0.5%

2,164

1

MKS Instruments, Inc.

49,123


Mortgage and Title--1.5%

1,768

LandAmerica Financial Group, Inc.

135,411


Motion Pictures--0.5%

1,819

1

Macrovision Corp.

43,256


Multi-Industry Transportation--0.6%

1,559

1

Hub Group, Inc., Class A

53,037


Multi-Line Insurance--1.7%

436

EMC Insurance Group, Inc.

10,739

220

FBL Financial Group, Inc., Class A

7,742

410

1

FPIC Insurance Group, Inc.

14,260

339

Harleysville Group, Inc.

9,495

5

Infinity Property & Casualty

220

406

Midland Co.

19,293

298

Safety Insurance Group, Inc.

9,923

2,040

Zenith National Insurance Corp.

82,334


TOTAL

154,006


Newspaper Publishing--0.3%

1,762

Lee Enterprises, Inc.

31,029


Office Furniture--0.2%

941

Knoll, Inc.

18,641


COMMON STOCKS--continued

Offshore Driller--2.0%

2,070

1

Bristow Group, Inc.

$

98,180

1,497

1

Hornbeck Offshore Services, Inc.

64,446

1,817

1

Pioneer Drilling Co.

22,858


TOTAL

185,484


Oil Service, Explore & Drill--1.7%

1,178

1

Comstock Resources, Inc.

31,641

1,994

1

W-H Energy Services, Inc.

127,776


TOTAL

159,417


Oil Well Supply--3.3%

1,493

Carbo Ceramics, Inc.

67,304

519

Gulf Island Fabrication, Inc.

17,729

653

Lufkin Industries, Inc.

38,664

4,145

1

Oil States International, Inc.

181,302


TOTAL

304,999


Other Communications Equipment--0.3%

2,241

Ikon Office Solutions, Inc.

31,060


Other Computer Hardware--0.2%

1,634

1

Smart Modular Technologies (WWH), Inc.

20,082


Other Steel Producer--0.1%

596

Gibraltar Industries, Inc.

11,509


Paper Products--0.5%

2,329

1

Buckeye Technologies, Inc.

35,704

371

Neenah Paper, Inc.

14,369


TOTAL

50,073


Personal Loans--0.4%

1,300

Advanta Corp., Class B

33,371


Personnel Agency--1.7%

3,369

1

Labor Ready, Inc.

79,374

1,809

Maximus, Inc.

75,598

1

1

Volt Information Science, Inc.

8


TOTAL

154,980


Printing--0.6%

2,026

Bowne & Co., Inc.

35,131

1,988

1

Valassis Communications, Inc.

23,598


TOTAL

58,729


Property Liability Insurance--2.8%

594

1

American Physicians Capital, Inc.

22,524

1,078

1

CNA Surety Corp.

18,218

COMMON STOCKS--continued

Property Liability Insurance--continued

1,247

Horace Mann Educators Corp.

$

22,234

505

National Interstate Corp.

12,878

350

Nymagic, Inc.

12,733

402

1

ProAssurance Corp.

19,851

1,698

RLI Corp.

98,484

2,323

Selective Insurance Group, Inc.

47,668

292

1

Triad Guaranty, Inc.

8,050


TOTAL

262,640


Recreational Goods--0.3%

831

1

Smith & Wesson Holding Corp.

15,623

266

1

Steinway Musical Instruments, Inc.

8,903


TOTAL

24,526


Regional Bank--8.2%

520

Amcore Financial, Inc.

12,558

1,160

Bancorpsouth, Inc.

27,086

1,460

CVB Financial Corp.

14,289

755

Cathay General Bancorp, Inc.

23,111

1,593

Central Pacific Financial Corp.

44,939

347

City Bank Lynwood, WA

8,448

658

City Holding Co.

21,615

550

Community Bank System, Inc.

9,895

233

Community Trust Bancorp, Inc.

6,682

2,307

Corus Bankshares, Inc.

37,512

897

FNB Corp.

13,464

244

First Merchants Corp.

4,941

2,030

First Midwest Bancorp, Inc.

66,767

177

1

First Regional Bancorp

3,807

1,898

FirstMerit Corp.

34,790

188

Great Southern Bancorp, Inc.

4,728

277

Greene Bancshares, Inc.

9,158

865

Hancock Holding Co.

30,595

1,283

Hanmi Financial Corp.

18,603

469

Independent Bank Corp.- Massachusetts

12,705

586

Irwin Financial Corp.

6,868

729

NBT Bancorp, Inc.

13,188

1,406

National Penn Bancshares, Inc.

20,781

2,231

Old National Bancorp

32,126

304

Old Second Bancorp, Inc.

8,375

COMMON STOCKS--continued

Regional Bank--continued

1,713

Pacific Capital Bancorp

$

35,802

420

Park National Corp.

33,369

1,243

Provident Bankshares Corp.

35,674

525

S & T Bancorp, Inc.

16,317

178

Tompkins County Trust Co., Inc.

5,660

1,176

Trustmark Corp.

29,435

1,718

United Bankshares, Inc.

47,846

1,079

WestAmerica Bancorp.

44,163

1,067

Whitney Holding Corp.

26,664


TOTAL

761,961


Restaurant--1.6%

1,116

1

Buffalo Wild Wings, Inc.

48,234

765

CBRL Group, Inc.

29,399

2,255

1

Rare Hospitality International, Inc.

60,344

343

1

Red Robin Gourmet Burgers, Inc.

13,230


TOTAL

151,207


Rubber--0.1%

297

Cooper Tire & Rubber Co.

6,828


Savings & Loan--2.7%

866

BankUnited Financial Corp.

14,583

2,604

Downey Financial Corp.

138,507

177

First Financial Holdings, Inc.

4,790

2,278

First Niagara Financial Group, Inc.

29,295

558

1

FirstFed Financial Corp.

25,222

1,291

Flagstar Bancorp, Inc.

13,814

172

ITLA Capital Corp.

7,310

685

PFF Bancorp, Inc.

11,453

130

WSFS Financial Corp.

7,179


TOTAL

252,153


Securities Brokerage--0.7%

4,836

1

Knight Capital Group, Inc., Class A

68,381


Semiconductor Manufacturing--0.3%

1,702

1

Semtech Corp.

27,658


Semiconductor Manufacturing Equipment--0.2%

1,373

1

Mattson Technology, Inc.

13,675


Services to Medical Professionals--0.3%

1,262

1

Nighthawk Radiology Holdings, Inc.

26,035


COMMON STOCKS--continued

Shoes--3.6%

604

Brown Shoe Co., Inc.

$

12,648

3,324

1

Crocs, Inc.

197,180

1,182

1

Deckers Outdoor Corp.

121,864


TOTAL

331,692


Software Packaged/Custom--3.3%

798

1

Blue Coat Systems, Inc.

38,887

586

1

Double-Take Software, Inc.

8,942

4,662

1

Informatica Corp.

64,988

2,178

1

JDA Software Group, Inc.

49,245

1,089

1

Omniture, Inc.

24,884

1,075

1

S1 Corp.

7,815

748

1

SPSS, Inc.

30,698

914

1

Synchronoss Technologies, Inc.

33,233

1,683

1

VASCO Data Security International, Inc.

44,549


TOTAL

303,241


Specialty Chemicals--3.4%

2,718

Chemed Corp.

171,995

4,245

1

Hercules, Inc.

88,126

1,974

Koppers Holdings, Inc.

58,371


TOTAL

318,492


Specialty Machinery--2.8%

1,279

Cascade Corp.

86,703

1,031

1

Gardner Denver, Inc.

42,879

108

1

Stratasys, Inc.

4,753

2,134

Woodward Governor Co.

123,239


TOTAL

257,574


Specialty Retailing--1.6%

2,711

Asbury Automotive Group, Inc.

59,967

314

Lithia Motors, Inc., Class A

6,465

1,329

Pep Boys-Manny Moe & Jack

22,500

686

1

Rush Enterprises, Inc., Class A

19,174

416

Sonic Automotive, Inc., Class A

11,398

1,576

1

Zale Corp.

33,458


TOTAL

152,962


Telecommunication Equipment & Services--2.7%

1,016

1

Anixter International, Inc.

83,972

2,737

1

CommScope, Inc.

148,975

812

1

Premiere Global Services, Inc.

9,452

COMMON STOCKS--continued

Telecommunication Equipment & Services--continued

1,084

1

Tekelec, Inc.

$

13,886


TOTAL

256,285


Toys & Games--0.2%

815

1

JAKKS Pacific, Inc.

19,324


Truck Manufacturing--0.1%

907

1

Accuride Corp.

12,798


Trucking--1.3%

1,706

Arkansas Best Corp.

61,467

2,227

1

Old Dominion Freight Lines, Inc.

64,271


TOTAL

125,738


Undesignated Consumer Cyclicals--1.5%

1,687

1

Blackboard, Inc.

74,616

406

1

Capella Education Co.

18,152

2,356

1

Rent-A-Center, Inc.

45,730


TOTAL

138,498


Undesignated Consumer Staples--1.2%

2,592

1

NBTY, Inc.

112,856


TOTAL COMMON STOCKS
(IDENTIFIED COST $9,168,604)

9,225,681


MUTUAL FUND--1.8%

166,831

 2,3

Prime Value Obligations Fund, Institutional Shares, 5.25%
(AT NET ASSET VALUE)

166,831


TOTAL INVESTMENTS--100.9%
(IDENTIFIED COST $9,335,435)4

9,392,512


OTHER ASSET AND LIABILITIES - NET--(0.9)%

(85,123

)


TOTAL NET ASSETS--100%

$

9,307,389


1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 The cost of investments for federal tax purposes amounts to $9,348,893.

Note: The categories of investments are shown as a percentage of total net assets at July 31, 2007.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

July 31, 2007

Assets:

   

   

Total investments in securities, at value including $166,831 of investments in an affiliated issuer (Note 5) (identified cost $9,335,435)

$

9,392,512

Income receivable

4,612

Receivable for investments sold

402,966

Receivable for shares sold

48,071


TOTAL ASSETS

9,848,161


Liabilities:

Payable for investments purchased

$

464,550

Payable for shares redeemed

29,647

Payable for transfer disbursing agent fees and expenses

11,508

Payable for portfolio accounting fees

5,467

Payable for distribution services fee (Note 5)

2,759

Payable for shareholder services fee (Note 5)

3,270

Accrued expenses

23,571


TOTAL LIABILITIES

540,772


Net assets for 706,295 shares outstanding

$

9,307,389


Net Assets Consist of:

Paid-in capital

$

8,720,910

Net unrealized appreciation of investments

57,077

Accumulated net realized gain on investments

529,402


TOTAL NET ASSETS

$

9,307,389


Net Asset Value, Offering Price and Redemption Proceeds Per Share

Institutional Shares:

Net asset value per share ($3,595,204 ÷ 270,806 shares outstanding),
no par value, unlimited shares authorized

$13.28


Offering price per share

$13.28


Redemption proceeds per share

$13.28


Class A Shares:

Net asset value per share ($2,413,603 ÷ 182,612 shares outstanding),
no par value, unlimited shares authorized

$13.22


Offering price per share (100/94.50 of $13.22)1

$13.99


Redemption proceeds per share

$13.22


Class C Shares:

Net asset value per share ($3,298,582 ÷ 252,877 shares outstanding),
no par value, unlimited shares authorized

$13.04


Offering price per share

$13.04


Redemption proceeds per share (99.00/100 of $13.04)1

$12.91


1 See What Do Shares Cost? in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended July 31, 2007

Investment Income:

   

   

   

Dividends (including $1,241 received from an affiliated issuer (Note 5))

$

51,630

Interest

4,044


TOTAL INCOME

55,674


Expenses:

Investment adviser fee (Note 5)

$

66,597

Administrative personnel and services fee (Note 5)

230,189

Custodian fees

20,091

Transfer and dividend disbursing agent fees and expenses

52,800

Directors’/Trustees’ fees

11

Auditing fees

15,285

Legal fees

7,381

Portfolio accounting fees

74,567

Distribution services fee--Class A Shares (Note 5)

712

Distribution services fee--Class C Shares (Note 5)

18,717

Shareholder services fee--Class A Shares (Note 5)

2,430

Shareholder services fee--Class C Shares (Note 5)

4,184

Share registration costs

58,731

Printing and postage

20,685

Insurance premiums

6,097

Miscellaneous

3,092


TOTAL EXPENSES

581,569


Waivers and Reimbursements:

Waiver/reimbursement of investment adviser fee (Note 5)

$

(66,597

)

Waiver of administrative personnel and services fee (Note 5)

(105,608

)

Waiver of transfer and dividend disbursing agent fees and expenses

(13,502

)

Waiver of portfolio accounting fees

(20,631

)

Reimbursement of other operating expenses (Note 5)

(264,140

)


TOTAL WAIVERS AND REIMBURSEMENTS

(470,478

)


Net expenses

111,091


Net investment income (loss)

(55,417

)


Realized and Unrealized Gain on Investments:

Net realized gain on investments

658,018

Net change in unrealized depreciation of investments

108,637


Net realized and unrealized gain on investments

766,655


Change in net assets resulting from operations

$

711,238


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

   

Year Ended
7/31/2007

   

Period Ended
7/31/2006

1


Increase (Decrease) in Net Assets

Operations:

Net investment income (loss)

$

(55,417

)

$

(12,564

)

Net realized gain (loss) on investments

658,018

(73,199

)

Net change in unrealized appreciation/depreciation of investments

108,637

(51,560

)


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

711,238

(137,323

)


Share Transactions:

Proceeds from sale of shares

7,293,553

2,847,202

Cost of shares redeemed

(1,310,780

)

(96,501

)


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

5,982,773

2,750,701


Change in net assets

6,694,011

2,613,378


Net Assets:

Beginning of period

2,613,378

--


End of period

$

9,307,389

$

2,613,378


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

July 31, 2007

1. ORGANIZATION

Federated MDT Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of eight portfolios. The financial statements included herein are only those of Federated MDT Small Cap Core Fund (the “Fund”), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held. Each portfolio pays its own expenses. The Fund offers three classes of shares: Institutional Shares, Class A Shares and Class C Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. The financial highlights of the Institutional Shares are presented separately. The primary investment objective of the Fund is long-term capital appreciation.

MDT Small Cap Core Fund (the “Predecessor Fund”) was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. The Fund is the successor to the Predecessor Fund, which commenced operations on September 15, 2005.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund’s portfolio securities are determined as follows:

  • for equity securities, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available;
  • in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;
  • for investments in other open-end registered investment companies, based on net asset value (NAV);
  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the “Trustees”) may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • prices for total return swaps are based upon a valuation model determined by management incorporating underlying reference indexes, interest rates, yield curves and other market data or factors; prices for credit default swaps are furnished by an independent pricing service and are based upon a valuation model incorporating default probabilities, recovery rates and other market data or factors; prices for interest rate swaps are furnished by an independent pricing service and are based upon a valuation model incorporating interest rates, yield curves and other market data or factors;
  • for mortgage-backed securities, based on the aggregate investment value of the projected cash flows to be generated by the security, as furnished by an independent pricing service;
  • for other fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices (other than prices of mortgage-backed securities) are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities, except that prices for corporate fixed-income and asset-backed securities traded in the United States are generally intended to be indicative of the mean between such bid prices and asked prices. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities using the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates are generally determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation is done by others under the direction of Fund management. An event is considered material if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund’s custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund’s adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date. Distributions of net investment income, if any, are declared and paid annually. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each class may bear certain expenses unique to that class such as distribution and shareholder services fees. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed-income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:

   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Institutional Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

261,010

$

3,371,221

75,245

$

874,307

Shares redeemed

(60,527

)

(814,585

)

(4,922

)

(55,079

)


NET CHANGE RESULTING FROM
INSTITUTIONAL SHARE TRANSACTIONS

200,483

$

2,556,636

70,323

$

819,228


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class A Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

169,060

$

2,127,392

32,910

$

383,376

Shares redeemed

(15,640

)

(196,596

)

(3,718

)

(40,206

)


NET CHANGE RESULTING FROM
CLASS A SHARE TRANSACTIONS

153,420

$

1,930,796

29,192

$

343,170


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class C Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

141,475

$

1,794,940

136,302

$

1,589,519

Shares redeemed

(24,800

)

(299,599

)

(100

)

(1,216

)


NET CHANGE RESULTING FROM
CLASS C SHARE TRANSACTIONS

116,675

$

1,495,341

136,202

$

1,588,303


NET CHANGE RESULTING FROM
SHARE TRANSACTIONS

470,578

$

5,982,773

235,717

$

2,750,701


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

Redemption Fees

Prior to December 11, 2006, the Fund imposed a 2.00% redemption fee to shareholders of the Fund’s Institutional Shares, Class A Shares and Class C Shares who redeem shares held for 30 days or less. Shares acquired by reinvestment of dividends or distributions of the Fund, or purchased pursuant to the Systematic Investment Program or withdrawn pursuant to the Systematic Withdrawal Program, were not subject to the redemption fee. All redemption fees were recorded by the Fund as additions to paid-in-capital. For the year ended July 31, 2007, there were no redemption fees.

4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due in-part to differing treatments for net operating loss.

For the year ended July 31, 2007, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)


Undistributed
Net Investment
Income (Loss)

   

Accumulated
Net Realized
Gains


$55,417

$(55,417)


Net investment income (loss), net realized gains (losses), and net assets were not affected by this reclassification.

As of July 31, 2007, the components of distributable earnings on a tax basis were as follows:


Undistributed ordinary income

   

$

504,934


Undistributed long-term capital gain

$

37,926


Net unrealized appreciation

$

43,619


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to differing treatments for the deferral of losses on wash sales.

At July 31, 2007 the cost of investments for federal tax purposes was $9,348,893. The net unrealized appreciation of investments for federal tax purposes was $43,619. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $762,897 and net unrealized depreciation from investments for those securities having an excess of cost over value of $719,278.

The Fund used capital loss carryforwards of $1,329 to offset taxable capital gains realized during the year ended July 31, 2007.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated MDTA LLC is the Fund’s investment adviser (the “Adviser”). The advisory agreement between the Fund and Adviser provides for an annual fee equal to 1.15% of the Fund’s average daily net assets. Prior to December 8, 2006, the Adviser received an annual investment adviser fee equal to 1.25% of the Fund’s average daily net assets. Under the investment advisory contract, which is subject to annual review by the Trustees, the Adviser will waive all or a portion of the advisory fee and/or reimburse certain operating expenses (excluding interest, taxes and brokerage commissions) in order to contractually limit the Fund’s aggregate annual operating expenses to no more than the following annual percentages for each Class of the Fund based on average daily net assets:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Institutional Shares

1.80%


Class A Shares

2.05%


Class C Shares

2.80%


The Adviser has agreed to keep these contractual limitations in place through December 8, 2008.

In addition, after fulfilling its contractual commitment, the Adviser may voluntarily choose to waive and/or reimburse any portion of its fee. For the year ended July 31, 2007, the Adviser waived $66,575 and reimbursed $264,140 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement (the “Agreement”), provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:

Administrative Fee

   

Average Aggregate Daily Net Assets
of the Federated Funds


0.150%

on the first $5 billion


0.125%

on the next $5 billion


0.100%

on the next $10 billion


0.075%

on assets in excess of $20 billion


The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. During the period from July 15, 2006 through December 8, 2006, the administrator contractually agreed to waive a portion of its fee which it would otherwise be entitled to receive from the Fund under the Agreement. The level of fees payable by the Fund to FAS for the period will not exceed the level of fees which the Fund would have paid during the period to its previous service provider under its previous administrative services contract. In addition, FAS may voluntarily choose to waive any portion of its fee. For the year ended July 31, 2007, the net fee paid to FAS was 2.197% of average daily net assets of the Fund. FAS waived $105,608 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act which became effective on December 11, 2006. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund’s Class A Shares and Class C Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses of up to the following percentages of average daily net assets annually, to compensate FSC:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

0.75%


Prior to December 11, 2006, the Fund incurred distribtuion expenses according to the following schedule annually, to compensate FSC:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

1.00%


When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended July 31, 2007, FSC retained $17,610 of fees paid by the Fund.

Sales Charges

For the year ended July 31, 2007, FSC retained $1,761 in sales charges from the sale of Class A Shares. FSC also retained $1,113 of contingent deferred sales charges relating to redemptions of Class C Shares. See “What Do Shares Cost?” in the Prospectus.

Shareholder Services Fee

Effective December 11, 2006, the Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund’s Class A Shares and Class C Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. Financial intermediaries may include a company affiliated with management of Federated Investors, Inc. For the year ended July 31, 2007, FSSC did not receive any fees paid by the Fund. A financial intermediary affiliated with management of Federated Investors, Inc. received $130 of Service Fees for the year ended July 31, 2007.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses so that the total operating expenses (including the distribution (12b-1) fee) paid by the Fund’s Institutional Shares, Class A Shares and Class C Shares (after the voluntary waivers and reimbursements) will not exceed 1.50%, 1.75% and 2.50%, respectively, for the fiscal year ending July 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after September 30, 2008.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

Transactions with Affiliated Companies

Affiliated holdings are mutual funds which are managed by the Adviser or an affiliate of the Adviser. The Adviser has agreed to reimburse the Fund for certain investment adviser fees as a result of transactions in other affiliated mutual funds. For the year ended July 31, 2007, the Adviser reimbursed $22 in connection with the affiliated mutual fund listed below. Transactions with the affiliated company during the year ended July 31, 2007 are as follows:

Affiliate

   

Balance of
Shares Held
7/31/2006

   

Purchases/
Additions

   

Sales/
Reductions

   

Balance of
Shares Held
7/31/2007

   

Value

   

Dividend
Income


Prime Value Obligations Fund, Institutional Shares

--

1,223,404

1,056,573

166,831

$166,831

$1,241


6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the year ended July 31, 2007, were as follows:


Purchases

   

$

19,232,705


Sales

$

13,340,832


7. LINE OF CREDIT

The Fund participates in a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the Fund did not utilize the LOC.

8. INTERFUND LENDING

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (SEC), the Fund, along with other funds advised by subsidiaries of Federated Investors, Inc., may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from other participating affiliated funds. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the program was not utilized.

9. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, “Federated”), along with various investment companies sponsored by Federated (“Funds”) were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated’s first public announcement that it had received requests for information on shareholder trading activities in the Funds from the SEC, the Office of the New York State Attorney General (“NYAG”), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as late as a fund’s last NAV calculation in the first required financial statement reporting period. As a result, the Fund will adopt FIN 48 no later than January 31, 2008. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund’s financial statement disclosures.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF FEDERATED MDT SERIES AND SHAREHOLDERS OF FEDERATED MDT SMALL CAP CORE FUND

We have audited the accompanying statement of assets and liabilities of Federated MDT Small Cap Core Fund (the “Fund”) (one of the portfolios constituting Federated MDT Series), including the portfolio of investments, as of July 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated MDT Small Cap Core Fund, a portfolio of Federated MDT Series, at July 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Boston, Massachusetts
September 19, 2007

Board of Trustees and Trust Officers

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Trust comprised eight portfolios, and the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund’s Statement of Additional Information includes additional information about Trust Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex’s Executive Committee.

Previous Positions: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: August 2006

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for interested status: John F. Donahue is the father of J. Christopher Donahue; both are interested due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is interested because his son-in-law is employed by the Funds principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: Ausust 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children’s Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant.

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Thomas M. ONeill
Birth Date: June 14, 1951
95 Standish Street
P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting).

Other Directorships Held: Director, Midway Pacific (lumber); Board of Overseers, Children’s Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Previous Positions: Public Relations/Marketing Consultant/ Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College.

Other Directorships Held: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation.


OFFICERS


Name
Birth Date
Positions Held with Trust
Date Began Serving

   

Principal Occupation(s) for Past Five Years and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
SECRETARY
Began serving: August 2006

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.


Richard A. Novak
Birth Date: December 25, 1963
TREASURER
Began serving: August 2006

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Previous Positions: Controller of Federated Investors, Inc.; Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.


Brian P. Bouda
Birth Date: February 28, 1947
SENIOR VICE PRESIDENT AND
CHIEF COMPLIANCE OFFICER
Began serving: August 2006

Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.


Evaluation and Approval of Advisory Contract

FEDERATED MDT SMALL CAP CORE FUND (THE FUND)

The Fund’s Board reviewed the Fund’s investment advisory contract at meetings held in May 2007. The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

In this connection, the Federated funds had previously appointed a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated fund. The Senior Officer has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below. The Board considered that evaluation, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with and considered judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser’s fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser’s cost of providing the services; the extent to which the Adviser may realize “economies of scale” as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser’s services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for what might be viewed as like services, and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise and accompany the Senior Officer’s evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board’s formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board also received information on particular matters as the need arose. Thus, the Board’s consideration of the advisory contract included review of the Senior Officer’s evaluation, accompanying data and additional reports covering such matters as: the Adviser’s investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or “peer group” funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund’s investment objectives; the Fund’s expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund’s portfolio securities (if any); and the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates. The Board also considered the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund’s relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The Board’s evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund’s performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund’s investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund’s ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund’s investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser’s investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated’s fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, using data supplied by independent fund ranking organizations, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups are highly important in judging the reasonableness of proposed fees.

For the one year period ending December 31, 2006, the Fund’s performance was above the median of the relevant peer group.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated’s subsidiaries for providing other services to the Federated funds under separate contracts (e.g., for serving as the Federated funds’ administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades. In addition, the Board considered the fact that, in order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have disclosed to fund investors and/or indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs (and the unavoidable arbitrary aspects of that exercise) and the lack of consensus on how to allocate those costs may render such allocation reports unreliable. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board and the Senior Officer also reviewed a report compiled by Federated comparing profitability information for Federated to other publicly held fund management companies. In this regard, the Senior Officer noted the limited availability of such information, but nonetheless concluded that Federated’s profit margins did not appear to be excessive and the Board agreed.

The Senior Officer’s evaluation also discussed the notion of possible realization of “economies of scale” as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in areas such as personnel and processes for the portfolio management, compliance, and risk management functions; distribution efforts; and systems technology; that support all of the Federated funds, and that the benefits of these efforts (as well as any economies, should they exist) were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which (as discussed in independently prepared materials included in the Senior Officer’s evaluation) is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with “breakpoints” that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated’s fund advisory services at this time.

It was noted that for the Fund’s most recently completed fiscal year, the Fund’s investment advisory fee was waived in its entirety. The Board reviewed the contractual fee rate and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive.

The Senior Officer’s evaluation noted his belief that the information and observations contained in his evaluation supported his finding that the proposed management fees are reasonable, and that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. Under these circumstances, no changes were recommended to, and no objection was raised to the continuation of the Fund’s advisory contract. For 2006, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser’s industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board’s approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were necessarily relevant to the Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board’s decision to approve the contract reflects its determination that Federated’s performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from Federated’s website at FederatedInvestors.com. To access this information from the “Products” section of the website, click on the “Prospectuses and Regulatory Reports” link under “Related Information”, then select the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Prospectuses and Regulatory Reports” link. Form N-PX filings are also available at the SEC’s website at www.sec.gov.

Quarterly Portfolio Schedule

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC.
(Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the “Products” section of Federated’s website at FederatedInvestors.com by clicking on “Portfolio Holdings” under “Related Information,” then selecting the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page click, on the “Portfolio Holdings” link.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund’s prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

Federated Investors
World-Class Investment Manager

Federated MDT Small Cap Core Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R817
Cusip 31421R791

37328 (9/07)

Federated is a registered mark of Federated Investors, Inc.
2007 ©Federated Investors, Inc.

 

Federated Investors
World-Class Investment Manager

Federated MDT Small Cap Core Fund

A Portfolio of Federated MDT Series



ANNUAL SHAREHOLDER REPORT

July 31, 2007

Institutional Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLE
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND TRUST OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Not FDIC Insured * May Lose Value * No Bank Guarantee

Financial Highlights

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$11.14

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.07

)3

(0.10

)3

Net realized and unrealized gain on investments

2.21

1.24


TOTAL FROM INVESTMENT OPERATIONS

2.14

1.14


Net Asset Value, End of Period

$13.28

$11.14


Total Return4

19.21

%

11.40

%


 

Ratios to Average Net Assets:


Net expenses

1.50

%

1.76

%5


Net investment income (loss)

(0.51

)%

(0.91

)%5


Expense waiver/reimbursement6

8.14

%

9.41

%5


Supplemental Data


Net assets, end of period (000 omitted)

$3,595

$784


Portfolio turnover

237

%

209

%


1 MDT Small Cap Core Fund (the Predecessor Fund) was reorganized into the Federated MDT Small Cap Core Fund (the Fund) as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2007 to July 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

   

Beginning
Account Value
2/1/2007

   

Ending
Account Value
7/31/2007

   

Expenses Paid
During Period1


Actual

$1,000

$1,051.50

$7.63


Hypothetical (assuming a 5% return before expenses)

$1,000

$1,017.36

$7.50


1 Expenses are equal to the Funds annualized net expense ratio of 1.50%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Management’s Discussion of Fund Performance

The fund’s total return for the fiscal year ended July 31, 2007 was 19.21% for Institutional Shares.1 The total return of the Russell 2000® Index was 12.12% for the same period.2 The fund’s total return for the fiscal year reflected actual cash flows, transaction costs and other expenses which were not reflected in the total return of the Russell 2000® Index. The total return of the Lipper Small-Cap Core Funds Index was 16.16% for the same period.3

MARKET OVERVIEW

Over the twelve month reporting period ended July 31, 2007, domestic equity markets enjoyed a positive, if somewhat rocky, performance highlighted by a sudden decline in late February and another decline as the reporting period ended in July. The Russell 3000® Index, which represents the performance of the 3000 largest U.S. companies by market capitalization, finished the period up a solid 16.08%. Mid-cap stocks lead the way as demonstrated by the 18.93% return on

1 The fund is the successor to the MDT Small Cap Core Fund pursuant to a reorganization that took place on December 8, 2006. Prior to that date, the fund had no investment operations. Accordingly, the performance information provided is historical information of the MDT Small Cap Growth Fund. Small company stocks may be less liquid and subject to greater price volatility than large capitalization stocks.

2 The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which represents approximately 10% of the total market capitalization of the Russell 3000® Index. The index is unmanaged and investments can not be made directly in an index.

3 The Lipper Small-Cap Core Funds Index is an average of funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) less than 250% of the dollar-weighted median of the smallest 500 of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Small-cap growth funds typically have an average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P SmallCap 600 Index.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

the Russell Midcap® Index4, which exceeded the 15.48% and 12.12% results for the Russell Top 200® Index5 and the Russell 2000® Index, respectively. Growth stocks outperformed value stocks by a wide margin during the year with the Russell 3000® Growth Index6 returning 19.24% as compared to 12.97% for the Russell 3000® Value Index.7

The best performing sectors during the reporting period in the Russell 3000® Index were Materials (up 35.67%), Telecommunication Services (up 30.35%) and Information Technology (up 29.43%). Underperforming sectors included Financials (up just 2.11%, negatively influenced by a disruption in credit markets late in the reporting period), Health Care (up 8.23%) and Consumer Staples (up 11.12%).

FUND PERFORMANCE

The most positive contributor to the fund’s performance was its overweight relative to the Russell 2000® Index in the Industrials and Materials sectors as well as stock selection in those sectors. Additionally, the fund’s stock selection in the Consumer Discretionary and Health Care sectors provided positive contributions to fund performance. The fund’s performance was negatively impacted by its underweight relative to the Russell 2000® Index in the Information Technology sector and by its stock selection in that sector.

Individual stocks contributing to the fund’s out performance relative to the Russell 2000® Index® included: Crocs Inc., Chaparral Steel Co., Cleveland Cliffs Inc., Guess Inc., and Priceline.com Inc.

Individual stocks detracting from the fund’s performance relative to the Russell 2000® Index included: Downey Financial Corp., Daktronics Inc., Group 1 Automotive, Aquantive Inc., and Landamerica Financial Group.

4 The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000® Index, which represent approximately 31% of the total market capitalization of the Russell 1000® Index. The index is unmanaged and investments can not be made directly in an index.

5 Russell Top 200® Index measures the performance of the 200 largest companies in the Russell 1000® Index, which represents approximately 69% of the total market capitalization of the Russell 1000® Index. The index is unmanaged and investments can not be made directly in an index.

6 The Russell 3000® Growth Index measures the performance of those Russell 3000® Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000® Growth or the Russell 2000® Growth indexes. The index is unmanaged and investments can not be made directly in an index.

7 The Russell 3000® Value Index measures the performance of those Russell 3000® Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000® Value or the Russell 2000® Value indexes. The index is unmanaged and investments can not be made directly in an index.

GROWTH OF A $25,000 INVESTMENT - INSTITUTIONAL SHARES

The graph below illustrates the hypothetical investment of $25,0001 in the Federated MDT Small Cap Core Fund (Institutional Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell 2000® Index2 and the Lipper Small-Cap Core Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007


1 Year

19.21%


Start of Performance (9/15/2005)

16.32%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $25,000 in the Fund. The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 2000® Index and the Lipper Small-Cap Core Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 2000® Index is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Funds performance. The Russell 2000® Index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

Portfolio of Investments Summary Table

At July 31, 2007, the Fund’s industry composition1 was as follows:


Industry

Percentage of
Total Net Assets


Regional Bank

8.2

%


Electrical Equipment

4.2

%


Shoes

3.6

%


Specialty Chemicals

3.4

%


Oil Well Supply

3.3

%


Software Packaged/Custom

3.3

%


Property Liability Insurance

2.8

%


Specialty Machinery

2.8

%


Medical Supplies

2.7

%


Savings & Loan

2.7

%


Telecommunication Equipment & Services

2.7

%


Financial Services

2.5

%


Electric & Electrical Original Equipment Manufacturers

2.3

%


Internet Services

2.1

%


Offshore Driller

2.0

%


Home Building

1.8

%


Defense Aerospace

1.7

%


Industrial Machinery

1.7

%


Multi-Line Insurance

1.7

%


Oil Service, Explore & Drill

1.7

%


Personal Agency

1.7

%


Restaurant

1.6

%


Specialty Retailing

1.6

%


Clothing Stores

1.5

%


Contracting

1.5

%


Insurance Brokerage

1.5

%


Mortgage and Title

1.5

%


Undesignated Consumer Cyclicals

1.5

%


Defense Electronics

1.4

%


Apparel

1.3

%


Greeting Cards

1.3

%


Trucking

1.3

%


Undesignated Consumer Staples

1.2

%


Commodity Chemicals

1.0

%


Electric Utility

1.0

%


Other2

21.0

%


Cash Equivalents3

1.8

%


Other Assets and Liabilities--Net4

(0.9

)%


TOTAL

100.0

%


1 Except for Cash Equivalents and Other Assets and Liabilities, industry classifications are based upon, and individual portfolio securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS.

2 For purposes of this table, industry classifications which constitute less than 1.0% of the Funds total net assets have been aggregated under the designation Other.

3 Cash Equivalents include any investments in money market mutual funds and/or overnight repurchase agreements.

4 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

Portfolio of Investments

July 31, 2007

Shares

   

   

Value


COMMON STOCKS--99.1%

Agricultural Chemicals--0.8%

873

CF Industries Holdings, Inc.

$

50,180

280

FMC Corp.

24,956


TOTAL

75,136


Airline - National--0.2%

358

1

Atlas Air Worldwide Holdings, Inc.

19,407


Aluminum--0.8%

660

1

Century Aluminum Co.

34,016

544

Kaiser Aluminum Corp.

36,725


TOTAL

70,741


Apparel--1.3%

1,154

1

Maidenform Brands, Inc.

20,749

555

1

Volcom, Inc.

19,691

2,106

1

Warnaco Group, Inc.

76,048


TOTAL

116,488


Auto Original Equipment Manufacturers--0.9%

2,678

ArvinMeritor, Inc.

53,105

946

Sun Hydraulics Corp.

28,130


TOTAL

81,235


Auto Rentals--0.3%

407

1

AMERCO

25,987


Biotechnology--0.8%

1,023

1

LifeCell Corp.

31,396

3,440

1

ViroPharma, Inc.

44,204


TOTAL

75,600


Book Publishing--0.2%

675

1

Scholastic Corp.

21,722


Building Materials--0.3%

1,147

Apogee Enterprises, Inc.

29,547


Cellular Communications--0.3%

1,007

1

USA Mobility, Inc.

24,037


Cement--0.5%

918

1

Astec Industries, Inc.

47,892


COMMON STOCKS--continued

Clothing Stores--1.5%

2,450

1

Aeropostale, Inc.

$

93,296

828

1

Heelys, Inc.

18,133

399

1

Jos A. Bank Clothiers, Inc.

13,765

344

1

Tween Brands, Inc.

13,161


TOTAL

138,355


Commodity Chemicals--1.0%

3,551

Westlake Chemical Corp.

88,704


Computer Peripherals--0.7%

1,954

1

Nuance Communications, Inc.

32,202

890

1

Synaptics, Inc.

31,257


TOTAL

63,459


Computer Services--0.2%

814

1

Synnex Corp.

16,540


Contracting--1.5%

2,236

1

Perini Corp.

137,313


Cosmetics & Toiletries--0.1%

557

1

Helen of Troy Ltd.

12,371


Crude Oil & Gas Production--0.6%

1,395

1

Swift Energy Co.

59,622


Defense Aerospace--1.7%

1,684

1

AAR Corp.

50,234

1,026

1

GenCorp, Inc.

12,127

1,284

Triumph Group, Inc.

97,854


TOTAL

160,215


Defense Electronics--1.4%

756

EDO Corp.

24,986

2,313

1

FLIR Systems, Inc.

100,962


TOTAL

125,948


Diversified Leisure--0.1%

238

1

Life Time Fitness, Inc.

12,238


Drug Stores--0.9%

1,801

Longs Drug Stores Corp.

87,096


Electric & Electrical Original Equipment Manufacturers--2.3%

1,522

Cubic Corp.

41,901

2,122

1

General Cable Corp.

168,699


TOTAL

210,600


COMMON STOCKS--continued

Electric Utility--1.0%

3,517

Portland General Electric Co.

$

94,642


Electrical - Radio & TV--0.2%

619

1

Universal Electronics, Inc.

21,814


Electrical Equipment -- 4.2%

2,129

Belden CDT, Inc.

116,627

1,283

Encore Wire Corp.

39,196

8,225

1

GrafTech International Ltd.

127,405

480

1

Houston Wire & Cable Co.

12,370

1,986

Smith (A.O.) Corp.

96,420


TOTAL

392,018


Electronic Instruments--0.6%

1,083

1

Advanced Analogic Technologies, Inc.

9,617

443

Analogic Corp.

29,411

367

1

Cymer, Inc.

15,689

116

1

FEI Co.

3,327


TOTAL

58,044


Ethical Drugs--0.8%

1,868

1

Salix Pharmaceuticals Ltd.

20,585

2,296

1

Sciele Pharma, Inc.

53,244


TOTAL

73,829


Financial Services--2.5%

1,547

1

CompuCredit Corp.

40,609

3,167

Deluxe Corp.

119,586

1,220

Greenhill & Co., Inc.

70,760


TOTAL

230,955


Food Wholesaling--0.5%

1,810

Winn-Dixie Stores, Inc.

48,345


Furniture--0.2%

1,468

Furniture Brands International, Inc.

16,177


Greeting Cards--1.3%

4,870

American Greetings Corp., Class A

120,435


Home Building--1.8%

1,954

1

Meritage Home Corp.

38,103

3,976

Ryland Group, Inc.

132,202


TOTAL

170,305


Home Products--0.3%

1,129

Tupperware Brands Corp.

29,365


COMMON STOCKS--continued

Hotels and Motels--0.0%

134

1

McCormick & Schmick’s Seafood Restaurants, Inc.

$

3,267


Household Appliances--0.4%

1,656

1

Goodman Global, Inc.

39,943


Industrial Machinery--1.7%

0

Gorman Rupp Co.

7

2,148

Valmont Industries, Inc.

162,367


TOTAL

162,374


Insurance Brokerage--1.5%

1,656

1

AmTrust Financial Services, Inc.

24,294

937

Life Partners Holdings, Inc.

40,450

2,022

Odyssey Re Holdings Corp.

71,174


TOTAL

135,918


Internet Services--2.1%

453

1

Blue Nile, Inc.

34,251

1,855

1

CNET, Inc.

13,968

2,339

1

Priceline.com, Inc.

149,228


TOTAL

197,447


Leasing--0.1%

472

Financial Federal Corp.

13,381


Life Insurance--0.3%

595

Delphi Financial Group, Inc.

23,901

564

Phoenix Cos., Inc.

7,778


TOTAL

31,679


Machine Tools--0.5%

1,089

1

AZZ, Inc.

38,659

176

Hurco Co., Inc.

8,198


TOTAL

46,857


Major Steel Producer--0.1%

237

Ryerson, Inc.

7,605


Maritime--0.2%

251

1

Genco Shipping & Trading Ltd.

14,139


Medical Supplies--2.7%

1,558

1

Align Technology, Inc.

40,664

505

1

Emergency Medical Services Corp., Class A

19,700

2,725

1

Kyphon, Inc.

178,814

520

1

Obagi Medical Products, Inc.

8,804


TOTAL

247,982


COMMON STOCKS--continued

Medical Technology--0.5%

1,489

1

Greatbatch Technologies, Inc.

$

46,204


Metal Fabrication--0.8%

1,040

Barnes Group, Inc.

32,448

1,790

Worthington Industries, Inc.

37,053


TOTAL

69,501


Mini-Mill Producer--0.6%

610

Quanex Corp.

27,487

595

Schnitzer Steel Industries, Inc., Class A

32,243


TOTAL

59,730


Miscellaneous Communications--0.2%

858

Iowa Telecommunication Services, Inc.

17,640


Miscellaneous Food Products--0.2%

881

Fresh Del Monte Produce, Inc.

22,598


Miscellaneous Machinery--0.2%

733

1

Lamson & Sessions Co.

16,229


Miscellaneous Metals--0.2%

435

Metal Management, Inc.

18,274


Miscellaneous Components--0.5%

2,164

1

MKS Instruments, Inc.

49,123


Mortgage and Title--1.5%

1,768

LandAmerica Financial Group, Inc.

135,411


Motion Pictures--0.5%

1,819

1

Macrovision Corp.

43,256


Multi-Industry Transportation--0.6%

1,559

1

Hub Group, Inc., Class A

53,037


Multi-Line Insurance--1.7%

436

EMC Insurance Group, Inc.

10,739

220

FBL Financial Group, Inc., Class A

7,742

410

1

FPIC Insurance Group, Inc.

14,260

339

Harleysville Group, Inc.

9,495

5

Infinity Property & Casualty

220

406

Midland Co.

19,293

298

Safety Insurance Group, Inc.

9,923

2,040

Zenith National Insurance Corp.

82,334


TOTAL

154,006


Newspaper Publishing--0.3%

1,762

Lee Enterprises, Inc.

31,029


COMMON STOCKS--continued

Office Furniture--0.2%

941

Knoll, Inc.

$

18,641


Offshore Driller--2.0%

2,070

1

Bristow Group, Inc.

98,180

1,497

1

Hornbeck Offshore Services, Inc.

64,446

1,817

1

Pioneer Drilling Co.

22,858


TOTAL

185,484


Oil Service, Explore & Drill--1.7%

1,178

1

Comstock Resources, Inc.

31,641

1,994

1

W-H Energy Services, Inc.

127,776


TOTAL

159,417


Oil Well Supply--3.3%

1,493

Carbo Ceramics, Inc.

67,304

519

Gulf Island Fabrication, Inc.

17,729

653

Lufkin Industries, Inc.

38,664

4,145

1

Oil States International, Inc.

181,302


TOTAL

304,999


Other Communications Equipment--0.3%

2,241

Ikon Office Solutions, Inc.

31,060


Other Computer Hardware--0.2%

1,634

1

Smart Modular Technologies (WWH), Inc.

20,082


Other Steel Producer--0.1%

596

Gibraltar Industries, Inc.

11,509


Paper Products--0.5%

2,329

1

Buckeye Technologies, Inc.

35,704

371

Neenah Paper, Inc.

14,369


TOTAL

50,073


Personal Loans--0.4%

1,300

Advanta Corp., Class B

33,371


Personnel Agency--1.7%

3,369

1

Labor Ready, Inc.

79,374

1,809

Maximus, Inc.

75,598

1

1

Volt Information Science, Inc.

8


TOTAL

154,980


Printing--0.6%

2,026

Bowne & Co., Inc.

35,131

1,988

1

Valassis Communications, Inc.

23,598


TOTAL

58,729


COMMON STOCKS--continued

Property Liability Insurance--2.8%

594

1

American Physicians Capital, Inc.

$

22,524

1,078

1

CNA Surety Corp.

18,218

1,247

Horace Mann Educators Corp.

22,234

505

National Interstate Corp.

12,878

350

Nymagic, Inc.

12,733

402

1

ProAssurance Corp.

19,851

1,698

RLI Corp.

98,484

2,323

Selective Insurance Group, Inc.

47,668

292

1

Triad Guaranty, Inc.

8,050


TOTAL

262,640


Recreational Goods--0.3%

831

1

Smith & Wesson Holding Corp.

15,623

266

1

Steinway Musical Instruments, Inc.

8,903


TOTAL

24,526


Regional Bank--8.2%

520

Amcore Financial, Inc.

12,558

1,160

Bancorpsouth, Inc.

27,086

1,460

CVB Financial Corp.

14,289

755

Cathay General Bancorp, Inc.

23,111

1,593

Central Pacific Financial Corp.

44,939

347

City Bank Lynwood, WA

8,448

658

City Holding Co.

21,615

550

Community Bank System, Inc.

9,895

233

Community Trust Bancorp, Inc.

6,682

2,307

Corus Bankshares, Inc.

37,512

897

FNB Corp.

13,464

244

First Merchants Corp.

4,941

2,030

First Midwest Bancorp, Inc.

66,767

177

1

First Regional Bancorp

3,807

1,898

FirstMerit Corp.

34,790

188

Great Southern Bancorp, Inc.

4,728

277

Greene Bancshares, Inc.

9,158

865

Hancock Holding Co.

30,595

1,283

Hanmi Financial Corp.

18,603

469

Independent Bank Corp.- Massachusetts

12,705

586

Irwin Financial Corp.

6,868

729

NBT Bancorp, Inc.

13,188

1,406

National Penn Bancshares, Inc.

20,781

COMMON STOCKS--continued

2,231

Old National Bancorp

$

32,126

304

Old Second Bancorp, Inc.

8,375

1,713

Pacific Capital Bancorp

35,802

420

Park National Corp.

33,369

1,243

Provident Bankshares Corp.

35,674

525

S & T Bancorp, Inc.

16,317

178

Tompkins County Trust Co., Inc.

5,660

1,176

Trustmark Corp.

29,435

1,718

United Bankshares, Inc.

47,846

1,079

WestAmerica Bancorp.

44,163

1,067

Whitney Holding Corp.

26,664


TOTAL

761,961


Restaurant--1.6%

1,116

1

Buffalo Wild Wings, Inc.

48,234

765

CBRL Group, Inc.

29,399

2,255

1

Rare Hospitality International, Inc.

60,344

343

1

Red Robin Gourmet Burgers, Inc.

13,230


TOTAL

151,207


Rubber--0.1%

297

Cooper Tire & Rubber Co.

6,828


Savings & Loan--2.7%

866

BankUnited Financial Corp.

14,583

2,604

Downey Financial Corp.

138,507

177

First Financial Holdings, Inc.

4,790

2,278

First Niagara Financial Group, Inc.

29,295

558

1

FirstFed Financial Corp.

25,222

1,291

Flagstar Bancorp, Inc.

13,814

172

ITLA Capital Corp.

7,310

685

PFF Bancorp, Inc.

11,453

130

WSFS Financial Corp.

7,179


TOTAL

252,153


Securities Brokerage--0.7%

4,836

1

Knight Capital Group, Inc., Class A

68,381


Semiconductor Manufacturing--0.3%

1,702

1

Semtech Corp.

27,658


Semiconductor Manufacturing Equipment--0.2%

1,373

1

Mattson Technology, Inc.

13,675


Services to Medical Professionals--0.3%

1,262

1

Nighthawk Radiology Holdings, Inc.

26,035


COMMON STOCKS--continued

Shoes--3.6%

604

Brown Shoe Co., Inc.

$

12,648

3,324

1

Crocs, Inc.

197,180

1,182

1

Deckers Outdoor Corp.

121,864


TOTAL

331,692


Software Packaged/Custom--3.3%

798

1

Blue Coat Systems, Inc.

38,887

586

1

Double-Take Software, Inc.

8,942

4,662

1

Informatica Corp.

64,988

2,178

1

JDA Software Group, Inc.

49,245

1,089

1

Omniture, Inc.

24,884

1,075

1

S1 Corp.

7,815

748

1

SPSS, Inc.

30,698

914

1

Synchronoss Technologies, Inc.

33,233

1,683

1

VASCO Data Security International, Inc.

44,549


TOTAL

303,241


Specialty Chemicals--3.4%

2,718

Chemed Corp.

171,995

4,245

1

Hercules, Inc.

88,126

1,974

Koppers Holdings, Inc.

58,371


TOTAL

318,492


Specialty Machinery--2.8%

1,279

Cascade Corp.

86,703

1,031

1

Gardner Denver, Inc.

42,879

108

1

Stratasys, Inc.

4,753

2,134

Woodward Governor Co.

123,239


TOTAL

257,574


Specialty Retailing--1.6%

2,711

Asbury Automotive Group, Inc.

59,967

314

Lithia Motors, Inc., Class A

6,465

1,329

Pep Boys-Manny Moe & Jack

22,500

686

1

Rush Enterprises, Inc., Class A

19,174

416

Sonic Automotive, Inc., Class A

11,398

1,576

1

Zale Corp.

33,458


TOTAL

152,962


COMMON STOCKS--continued

Telecommunication Equipment & Services--2.7%

1,016

1

Anixter International, Inc.

$

83,972

2,737

1

CommScope, Inc.

148,975

812

1

Premiere Global Services, Inc.

9,452

1,084

1

Tekelec, Inc.

13,886


TOTAL

256,285


Toys & Games--0.2%

815

1

JAKKS Pacific, Inc.

19,324


Truck Manufacturing--0.1%

907

1

Accuride Corp.

12,798


Trucking--1.3%

1,706

Arkansas Best Corp.

61,467

2,227

1

Old Dominion Freight Lines, Inc.

64,271


TOTAL

125,738


Undesignated Consumer Cyclicals--1.5%

1,687

1

Blackboard, Inc.

74,616

406

1

Capella Education Co.

18,152

2,356

1

Rent-A-Center, Inc.

45,730


TOTAL

138,498


Undesignated Consumer Staples--1.2%

2,592

1

NBTY, Inc.

112,856


TOTAL COMMON STOCKS
(IDENTIFIED COST $9,168,604)

9,225,681


MUTUAL FUND--1.8%

166,831

2,3

Prime Value Obligations Fund, Institutional Shares, 5.25%
(AT NET ASSET VALUE)

166,831


TOTAL INVESTMENTS--100.9%
(IDENTIFIED COST $9,335,435)4

9,392,512


OTHER ASSET AND LIABILITIES - NET--(0.9)%

(85,123

)


TOTAL NET ASSET--100%

$

9,307,389


1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 The cost of investments for federal tax purposes amounts to $9,348,893.

Note: The categories of investments are shown as a percentage of total net assets at July 31, 2007.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

July 31, 2007

Assets:

   

   

Total investments in securities, at value including $166,831 of investments in an affiliated issuer (Note 5) (identified cost $9,335,435)

$

9,392,512

Income receivable

4,612

Receivable for investments sold

402,966

Receivable for shares sold

48,071


TOTAL ASSETS

9,848,161


Liabilities:

Payable for investments purchased

$

464,550

Payable for shares redeemed

29,647

Payable for transfer disbursing agent fees and expenses

11,508

Payable for portfolio accounting fees

5,467

Payable for distribution services fee (Note 5)

2,759

Payable for shareholder services fee (Note 5)

3,270

Accrued expenses

23,571


TOTAL LIABILITIES

540,772


Net assets for 706,295 shares outstanding

$

9,307,389


Net Assets Consist of:

Paid-in capital

$

8,720,910

Net unrealized appreciation of investments

57,077

Accumulated net realized gain on investments

529,402


TOTAL NET ASSETS

$

9,307,389


Net Asset Value, Offering Price and Redemption Proceeds Per Share

Institutional Shares:

Net asset value per share ($3,595,204 ÷ 270,806 shares outstanding),
no par value, unlimited shares authorized

$13.28


Offering price per share

$13.28


Redemption proceeds per share

$13.28


Class A Shares:

Net asset value per share ($2,413,603 ÷ 182,612 shares outstanding),
no par value, unlimited shares authorized

$13.22


Offering price per share (100/94.50 of $13.22)1

$13.99


Redemption proceeds per share

$13.22


Class C Shares:

Net asset value per share ($3,298,582 ÷ 252,877 shares outstanding),
no par value, unlimited shares authorized

$13.04


Offering price per share

$13.04


Redemption proceeds per share (99.00/100 of $13.04)1

$12.91


1 See What Do Shares Cost? in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended July 31, 2007

Investment Income:

   

   

   

Dividends (including $1,241 received from an affiliated issuer (Note 5))

$

51,630

Interest

4,044


TOTAL INCOME

55,674


Expenses:

Investment adviser fee (Note 5)

$

66,597

Administrative personnel and services fee (Note 5)

230,189

Custodian fees

20,091

Transfer and dividend disbursing agent fees and expenses

52,800

Directors’/Trustees’ fees

11

Auditing fees

15,285

Legal fees

7,381

Portfolio accounting fees

74,567

Distribution services fee--Class A Shares (Note 5)

712

Distribution services fee--Class C Shares (Note 5)

18,717

Shareholder services fee--Class A Shares (Note 5)

2,430

Shareholder services fee--Class C Shares (Note 5)

4,184

Share registration costs

58,731

Printing and postage

20,685

Insurance premiums

6,097

Miscellaneous

3,092


TOTAL EXPENSES

581,569


Waivers and Reimbursements:

Waiver/reimbursement of investment adviser fee (Note 5)

$

(66,597

)

Waiver of administrative personnel and services fee (Note 5)

(105,608

)

Waiver of transfer and dividend disbursing agent fees and expenses

(13,502

)

Waiver of portfolio accounting fees

(20,631

)

Reimbursement of other operating expenses (Note 5)

(264,140

)


TOTAL WAIVERS AND REIMBURSEMENTS

(470,478

)


Net expenses

111,091


Net investment income (loss)

(55,417

)


Realized and Unrealized Gain on Investments:

Net realized gain on investments

658,018

Net change in unrealized depreciation of investments

108,637


Net realized and unrealized gain on investments

766,655


Change in net assets resulting from operations

$

711,238


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

Year Ended
7/31/2007

   

Period
Ended
7/31/2006

1


Increase (Decrease) in Net Assets

Operations:

Net investment income (loss)

$

(55,417

)

$

(12,564

)

Net realized gain (loss) on investments

658,018

(73,199

)

Net change in unrealized appreciation/depreciation of investments

108,637

(51,560

)


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

711,238

(137,323

)


Share Transactions:

Proceeds from sale of shares

7,293,553

2,847,202

Cost of shares redeemed

(1,310,780

)

(96,501

)


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

5,982,773

2,750,701


Change in net assets

6,694,011

2,613,378


Net Assets:

Beginning of period

2,613,378

--


End of period

$

9,307,389

$

2,613,378


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

July 31, 2007

1. ORGANIZATION

Federated MDT Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of eight portfolios. The financial statements included herein are only those of Federated MDT Small Cap Core Fund (the “Fund”), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held. Each portfolio pays its own expenses. The Fund offers three classes of shares: Institutional Shares, Class A Shares and Class C Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. The financial highlights of the Class A Shares and Class C Shares are presented separately. The primary investment objective of the Fund is long-term capital appreciation.

MDT Small Cap Core Fund (the “Predecessor Fund”) was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. The Fund is the successor to the Predecessor Fund, which commenced operations on September 15, 2005.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund’s portfolio securities are determined as follows:

  • for equity securities, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available;
  • in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;
  • for investments in other open-end registered investment companies, based on net asset value (NAV);
  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the “Trustees”) may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • prices for total return swaps are based upon a valuation model determined by management incorporating underlying reference indexes, interest rates, yield curves and other market data or factors; prices for credit default swaps are furnished by an independent pricing service and are based upon a valuation model incorporating default probabilities, recovery rates and other market data or factors; prices for interest rate swaps are furnished by an independent pricing service and are based upon a valuation model incorporating interest rates, yield curves and other market data or factors;
  • for mortgage-backed securities, based on the aggregate investment value of the projected cash flows to be generated by the security, as furnished by an independent pricing service;
  • for other fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices (other than prices of mortgage-backed securities) are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities, except that prices for corporate fixed-income and asset-backed securities traded in the United States are generally intended to be indicative of the mean between such bid prices and asked prices. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities using the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates are generally determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation is done by others under the direction of Fund management. An event is considered material if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund’s custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund’s adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date. Distributions of net investment income, if any, are declared and paid annually. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each class may bear certain expenses unique to that class such as distribution and shareholder services fees. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed-income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Institutional Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

261,010

$

3,371,221

75,245

$

874,307

Shares redeemed

(60,527

)

(814,585

)

(4,922

)

(55,079

)


NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

200,483

$

2,556,636

70,323


$

819,228



   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class A Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

169,060

$

2,127,392

32,910

$

383,376

Shares redeemed

(15,640

)

(196,596

)

(3,718

)

(40,206

)


NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

153,420

$

1,930,796

29,192

  $

343,170


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class C Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

141,475

$

1,794,940

136,302

$

1,589,519

Shares redeemed

(24,800

)

(299,599

)

(100

)

(1,216

)


NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

116,675

$

1,495,341

136,202



$

1,588,303


NET CHANGE RESULTING FROM SHARE TRANSACTIONS

470,578


  $

5,982,773

235,717

    $

2,750,701


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

Redemption Fees

Prior to December 11, 2006, the Fund imposed a 2.00% redemption fee to shareholders of the Fund’s Institutional Shares, Class A Shares and Class C Shares who redeem shares held for 30 days or less. Shares acquired by reinvestment of dividends or distributions of the Fund, or purchased pursuant to the Systematic Investment Program or withdrawn pursuant to the Systematic Withdrawal Program, were not subject to the redemption fee. All redemption fees were recorded by the Fund as additions to paid-in-capital. For the year ended July 31, 2007, there were no redemption fees.

4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due in-part to differing treatments for net operating loss.

For the year ended July 31, 2007, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)


Undistributed
Net Investment
Income (Loss)



   

Accumulated
Net Realized
Gains


$55,417

$(55,417)


Net investment income (loss), net realized gains (losses), and net assets were not affected by this reclassification.

As of July 31, 2007, the components of distributable earnings on a tax basis were as follows:


Undistributed ordinary income

   

$

504,934


Undistributed long-term capital gain

$

37,926


Net unrealized appreciation

$

43,619


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to differing treatments for the deferral of losses on wash sales.

At July 31, 2007 the cost of investments for federal tax purposes was $9,348,893. The net unrealized appreciation of investments for federal tax purposes was $43,619. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $762,897 and net unrealized depreciation from investments for those securities having an excess of cost over value of $719,278.

The Fund used capital loss carryforwards of $1,329 to offset taxable capital gains realized during the year ended July 31, 2007.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated MDTA LLC is the Fund’s investment adviser (the “Adviser”). The advisory agreement between the Fund and Adviser provides for an annual fee equal to 1.15% of the Fund’s average daily net assets. Prior to December 8, 2006, the Adviser received an annual investment adviser fee equal to 1.25% of the Fund’s average daily net assets. Under the investment advisory contract, which is subject to annual review by the Trustees, the Adviser will waive all or a portion of the advisory fee and/or reimburse certain operating expenses (excluding interest, taxes and brokerage commissions) in order to contractually limit the Fund’s aggregate annual operating expenses to no more than the following annual percentages for each Class of the Fund based on average daily net assets:


Share Class

   

Percentage of Average Daily
Net Assets of Class


Institutional Shares

1.80%


Class A Shares

2.05%


Class C Shares

2.80%


The Adviser has agreed to keep these contractual limitations in place through December 8, 2008.

In addition, after fulfilling its contractual commitment, the Adviser may voluntarily choose to waive and/or reimburse any portion of its fee. For the year ended July 31, 2007, the Adviser waived $66,575 and reimbursed $264,140 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement (the “Agreement”), provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:


Administrative Fee

   

Average Aggregate Daily Net Assets
of the Federated Funds


0.150%

on the first $5 billion


0.125%

on the next $5 billion


0.100%

on the next $10 billion


0.075%

on assets in excess of $20 billion


The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. During the period from July 15, 2006 through December 8, 2006, the administrator contractually agreed to waive a portion of its fee which it would otherwise be entitled to receive from the Fund under the Agreement. The level of fees payable by the Fund to FAS for the period will not exceed the level of fees which the Fund would have paid during the period to its previous service provider under its previous administrative services contract. In addition, FAS may voluntarily choose to waive any portion of its fee. For the year ended July 31, 2007, the net fee paid to FAS was 2.197% of average daily net assets of the Fund. FAS waived $105,608 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act which became effective on December 11, 2006. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund’s Class A Shares and Class C Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses of up to the following percentages of average daily net assets annually, to compensate FSC:


Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

0.75%


Prior to December 11, 2006, the Fund incurred distribtuion expenses according to the following schedule annually, to compensate FSC:


Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

1.00%


When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended July 31, 2007, FSC retained $17,610 of fees paid by the Fund.

Sales Charges

For the year ended July 31, 2007, FSC retained $1,761 in sales charges from the sale of Class A Shares. FSC also retained $1,113 of contingent deferred sales charges relating to redemptions of Class C Shares. See “What Do Shares Cost?” in the Prospectus.

Shareholder Services Fee

Effective December 11, 2006, the Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund’s Class A Shares and Class C Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. Financial intermediaries may include a company affiliated with management of Federated Investors, Inc. For the year ended July 31, 2007, FSSC did not receive any fees paid by the Fund. A financial intermediary affiliated with management of Federated Investors, Inc. received $130 of service fees for the year ended July 31, 2007.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses so that the total operating expenses (including the distribution (12b-1) fee) paid by the Fund’s Institutional Shares, Class A Shares and Class C Shares (after the voluntary waivers and reimbursements) will not exceed 1.50%, 1.75% and 2.50%, respectively, for the fiscal year ending July 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after September 30, 2008.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

Transactions with Affiliated Companies

Affiliated holdings are mutual funds which are managed by the Adviser or an affiliate of the Adviser. The Adviser has agreed to reimburse the Fund for certain investment adviser fees as a result of transactions in other affiliated mutual funds. For the year ended July 31, 2007, the Adviser reimbursed $22 in connection with the affiliated mutual fund listed below. Transactions with the affiliated company during the year ended July 31, 2007 are as follows:

Affiliate

   

Balance of
Shares Held
7/31/2006

   

Purchases/
Additions

   

Sales/
Reductions

   

Balance of
Shares Held
7/31/2007

   

Value

   

Dividend
Income


Prime Value Obligations Fund, Institutional Shares

--

1,223,404

1,056,573

166,831

$166,831

$1,241


6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the year ended July 31, 2007, were as follows:


Purchases

   

$

19,232,705


Sales

$

13,340,832


7. LINE OF CREDIT

The Fund participates in a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the Fund did not utilize the LOC.

8. INTERFUND LENDING

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (SEC), the Fund, along with other funds advised by subsidiaries of Federated Investors, Inc., may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from other participating affiliated funds. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the program was not utilized.

9. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, “Federated”), along with various investment companies sponsored by Federated (“Funds”) were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated’s first public announcement that it had received requests for information on shareholder trading activities in the Funds from the SEC, the Office of the New York State Attorney General (“NYAG”), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as late as a fund’s last NAV calculation in the first required financial statement reporting period. As a result, the Fund will adopt FIN 48 no later than January 31, 2008. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund’s financial statement disclosures.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF FEDERATED MDT SERIES AND SHAREHOLDERS OF FEDERATED MDT SMALL CAP CORE FUND

We have audited the accompanying statement of assets and liabilities of Federated MDT Small Cap Core Fund (the “Fund”) (one of the portfolios constituting Federated MDT Series), including the portfolio of investments, as of July 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated MDT Small Cap Core Fund, a portfolio of Federated MDT Series, at July 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Boston, Massachusetts
September 19, 2007

Board of Trustees and Trust Officers

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Trust comprised eight portfolios, and the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund’s Statement of Additional Information includes additional information about Trust Trustees and is available, without charge and upon request, by
calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex’s Executive Committee.

Previous Positions: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: August 2006

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for interested status: John F. Donahue is the father of J. Christopher Donahue; both are interested due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is interested because his son-in-law is employed by the Funds principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: Ausust 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children’s Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant.

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Thomas M. ONeill
Birth Date: June 14, 1951
95 Standish Street
P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting).

Other Directorships Held: Director, Midway Pacific (lumber); Board of Overseers, Children’s Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Previous Positions: Public Relations/Marketing Consultant/Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College.

Other Directorships Held: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation.


OFFICERS


Name
Birth Date
Positions Held with Trust
Date Began Serving

Principal Occupation(s) for Past Five Years and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
SECRETARY
Began serving: August 2006

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.


Richard A. Novak
Birth Date: December 25, 1963
TREASURER
Began serving: August 2006

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Previous Positions: Controller of Federated Investors, Inc.;
Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.


Brian P. Bouda
Birth Date: February 28, 1947
SENIOR VICE PRESIDENT AND
CHIEF COMPLIANCE OFFICER
Began serving: August 2006

Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.


Evaluation and Approval of Advisory Contract

FEDERATED MDT SMALL CAP CORE FUND (THE FUND)

The Fund’s Board reviewed the Fund’s investment advisory contract at meetings held in May 2007. The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

In this connection, the Federated funds had previously appointed a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated fund. The Senior Officer has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below. The Board considered that evaluation, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with and considered judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser’s fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser’s cost of providing the services; the extent to which the Adviser may realize “economies of scale” as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser’s services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for what might be viewed as like services, and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise and accompany the Senior Officer’s evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board’s formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board also received information on particular matters as the need arose. Thus, the Board’s consideration of the advisory contract included review of the Senior Officer’s evaluation, accompanying data and additional reports covering such matters as: the Adviser’s investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or “peer group” funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund’s investment objectives; the Fund’s expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund’s portfolio securities (if any); and the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates. The Board also considered the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund’s relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The Board’s evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund’s performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund’s investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund’s ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund’s investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser’s investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated’s fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, using data supplied by independent fund ranking organizations, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups are highly important in judging the reasonableness of proposed fees.

For the one year period ending December 31, 2006, the Fund’s performance was above the median of the relevant peer group.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated’s subsidiaries for providing other services to the Federated funds under separate contracts (e.g., for serving as the Federated funds’ administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades. In addition, the Board considered the fact that, in order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have disclosed to fund investors and/or indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs (and the unavoidable arbitrary aspects of that exercise) and the lack of consensus on how to allocate those costs may render such allocation reports unreliable. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board and the Senior Officer also reviewed a report compiled by Federated comparing profitability information for Federated to other publicly held fund management companies. In this regard, the Senior Officer noted the limited availability of such information, but nonetheless concluded that Federated’s profit margins did not appear to be excessive and the Board agreed.

The Senior Officer’s evaluation also discussed the notion of possible realization of “economies of scale” as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in areas such as personnel and processes for the portfolio management, compliance, and risk management functions; distribution efforts; and systems technology; that support all of the Federated funds, and that the benefits of these efforts (as well as any economies, should they exist) were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which (as discussed in independently prepared materials included in the Senior Officer’s evaluation) is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with “breakpoints” that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated’s fund advisory services at this time.

It was noted that for the Fund’s most recently completed fiscal year, the Fund’s investment advisory fee was waived in its entirety. The Board reviewed the contractual fee rate and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive.

The Senior Officer’s evaluation noted his belief that the information and observations contained in his evaluation supported his finding that the proposed management fees are reasonable, and that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. Under these circumstances, no changes were recommended to, and no objection was raised to the continuation of the Fund’s advisory contract. For 2006, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser’s industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board’s approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were necessarily relevant to the Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board’s decision to approve the contract reflects its determination that Federated’s performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from Federated’s website at FederatedInvestors.com. To access this information from the “Products” section of the website, click on the “Prospectuses and Regulatory Reports” link under “Related Information”, then select the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Prospectuses and Regulatory Reports” link. Form N-PX filings are also available at the SEC’s website at www.sec.gov.

Quarterly Portfolio Schedule

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the “Products” section of Federated’s website at FederatedInvestors.com by clicking on “Portfolio Holdings” under “Related Information,” then selecting the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page click, on the “Portfolio Holdings” link.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund’s prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

Federated Investors
World-Class Investment Manager

Federated MDT Small Cap Core Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R783

37322 (9/07)

Federated is a registered mark of Federated Investors, Inc.
2007 ©Federated Investors, Inc.

 

 

Federated Investors
World-Class Investment Manager

Federated MDT Small Cap Growth Fund

Established 2005

A Portfolio of Federated MDT Series

ANNUAL SHAREHOLDER REPORT

July 31, 2007

Class A Shares
Class C Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLE
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND TRUST OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Financial Highlights--Class A Shares

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$10.59

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.14

)3

(0.17

)3

Net realized and unrealized gain on investments

2.50

0.76


TOTAL FROM INVESTMENT OPERATIONS

2.36

0.59


Net Asset Value, End of Period

$12.95

$10.59


Total Return4

22.29

%

5.90

%


 

Ratios to Average Net Assets:


Net expenses

1.75

%

2.02

%5


Net investment income (loss)

(1.16

)%

(1.50

)%5


Expense waiver/reimbursement6

25.97

%

22.65

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$532

$157


Portfolio turnover

157

%

157

%


1 MDT Small Cap Growth Fund (the Predecessor Fund) was reorganized into Federated MDT Small Cap Growth Fund (the Fund) as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Financial Highlights--Class C Shares

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$10.52

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.23

)3

(0.26

)3

Net realized and unrealized gain on investments

2.48

0.78


TOTAL FROM INVESTMENT OPERATIONS

2.25

0.52


Net Asset Value, End of Period

$12.77

$10.52


Total Return4

21.39

%

5.20

%


 

Ratios to Average Net Assets:


Net expenses

2.50

%

2.77

%5


Net investment income (loss)

(1.92

)%

(2.25

)%5


Expense waiver/reimbursement6

27.07

%

25.65

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$702

$348


Portfolio turnover

157

%

157

%


1 The Predecessor Fund was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of cost: (1) transaction costs, including sales charges (loads) on purchase or redemption payments; and (2) ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2007 to July 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase or redemption payments. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

   

Beginning
Account Value
2/1/2007

   

Ending
Account Value
7/31/2007

   

Expenses Paid
During Period1


Actual:


Class A Shares

$1,000

$1,116.40

$9.03


Class C Shares

$1,000

$1,112.40

$12.94


Hypothetical (assuming a 5% return before expenses):


Class A Shares

$1,000

$1,016.27

$8.60


Class C Shares

$1,000

$1,012.55

$12.33


1 Expenses are equal to the Funds annualized net expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The annualized net expense ratios are as follows:


Class A Shares

   

1.72%


Class C Shares

2.47%


Management’s Discussion of Fund Performance

The fund’s total return for the fiscal year ended July 31, 2007 was 22.29% for Class A Shares, and 21.39% for Class C Shares.1 The total return of the Russell 2000® Growth Index was 16.83% for the same period.2 The fund’s total return for the fiscal year reflected actual cash flows, transaction costs and other expenses which were not reflected in the total return of the Russell 2000® Growth Index. The total return of the Lipper Small-Cap Growth Funds Index was 19.51% for the same period.3

MARKET OVERVIEW

Over the twelve month reporting period ended July 31, 2007, domestic equity markets enjoyed a positive, if somewhat rocky, performance highlighted by a sudden decline in late February and another decline as the reporting period ended in July. The Russell 3000® Index, which represents the performance of the 3000 largest U.S. companies by market capitalization, finished the period up a solid 16.08%. Mid-cap stocks lead the way as demonstrated by the 18.93% return on the Russell Midcap® Index4, which exceeded the 15.48% and 12.12% results for the Russell Top 200® Index5 and the Russell 2000® Index,6 respectively. Growth stocks outperformed value stocks by a wide margin during the year with the Russell 3000® Growth Index7 returning 19.24% as compared to 12.97% for the Russell 3000® Value Index.8

1 The fund is the successor to the MDT Small Cap Growth Fund pursuant to a reorganization that took place on December 8, 2006. Prior to that date, the fund had no investment operations. Accordingly, the performance information provided is historical information of the MDT Small Cap Growth Fund. Small company stocks may be less liquid and subject to greater price volatility than large capitalization stocks.

2 The Russell 2000® Growth Index measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values. The index is unmanaged and investments can not be made directly in an index.

3 The Lipper Small-Cap Growth Funds Index is an average of funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) less than 250% of the dollar-weighted median of the smallest 500 of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Small-cap growth funds typically have an average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P SmallCap 600 Index.

4 The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000® Index, which represent approximately 31% of the total market capitalization of the Russell 1000® Index. The index is unmanaged and investments can not be made directly in an index.

5 Russell Top 200® Index measures the performance of the 200 largest companies in the Russell 1000® Index, which represents approximately 69% of the total market capitalization of the Russell 1000® Index. The index is unmanaged and investments can not be made directly in an index.

6 The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which represents approximately 10% of the total market capitalization of the Russell 3000® Index. The index is unmanaged and investments can not be made directly in an index.

7 The Russell 3000® Growth Index measures the performance of those Russell 3000® Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000® Growth or the Russell 2000® Growth indexes. The index is unmanaged and investments can not be made directly in an index.

8 The Russell 3000® Value Index measures the performance of those Russell 3000® Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000® Value or the Russell 2000® Value indexes. The index is unmanaged and investments can not be made directly in an index.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

The best performing sectors during the reporting period in the Russell 3000® Index were Materials (up 35.67%), Telecommunication Services (up 30.35%) and Information Technology (up 29.43%). Underperforming sectors included Financials (up just 2.11%, negatively influenced by a disruption in credit markets late in the reporting period), Health Care (up 8.23%) and Consumer Staples (up 11.12%).

FUND PERFORMANCE

The most positive contributor to the fund’s performance relative to the Russell 2000® Growth Index was its stock selection in the Industrials, Consumer Discretionary, Financials, and Health Care sectors. Additionally, the fund’s underweight in the Financial Services sector contributed positively to relative performance. The fund’s performance was negatively impacted by its stock selection in the Consumer Staples sector. The fund’s stock selection and underweight in the Information Technology sector also detracted from relative performance.

Individual stocks contributing to the fund’s out performance relative to the Russell 2000® Growth Index included: Crocs Inc., Chaparral Steel Co., Manitowoc Inc., Priceline.com Inc., and Wellcare Group Inc.

Individual stocks detracting from the fund’s performance relative to the Russell 2000® Growth Index included: Hansen National Corp., Aquantive Inc., EGL Inc., Daktronics Inc., and Logitech International.

GROWTH OF A $10,000 INVESTMENT -- CLASS A SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT Small Cap Growth Fund (Class A Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell 2000® Growth Index2 and the Lipper Small-Cap Growth Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007


1 Year

   

15.52%


Start of Performance (9/15/2005)

11.37%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum sales charge of 5.50%.

1 Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charge of 5.50% ($10,000 investment minus $550 sales charge = $9,450). The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 2000® Growth Index and the Lipper Small-Cap Growth Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 2000® Growth Index is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

GROWTH OF A $10,000 INVESTMENT -- CLASS C SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT Small Cap Growth Fund (Class C Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell 2000® Growth Index2 and the Lipper Small-Cap Growth Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007


1 Year

   

20.39%


Start of Performance (9/15/2005)

13.92%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum contingent deferred sales charge (CDSC) of 1.00%, as applicable.

1 Represents a hypothetical investment of $10,000 in the Fund. The maximum CDSC is 1.00% on any redemption less than one year from the purchase date. The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 2000® Growth Index and the Lipper Small-Cap Growth Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 2000® Growth Index is not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

Portfolio of Investments Summary Table

At July 31, 2007, the Fund’s industry composition1 was as follows:

Industry

    

Percentage of
Total Net Assets


Software Packaged/Custom

6.9%


Undesignated Consumer Cyclicals

5.1%


Defense Aerospace

4.7%


Clothing Stores

4.4%


Telecommunications Equipment & Services

4.4%


Medical Supplies

3.5%


Specialty Chemicals

3.1%


Financial Services

3.0%


Shoes

2.7%


Industrial Machinery

2.5%


Oil Service, Explore & Drill

2.2%


Defense Electronics

2.1%


Electric & Electrical Original Equipment Manufacturers

1.9%


Electrical Equipment

1.9%


Food Wholesaling

1.9%


Metal Containers

1.8%


Computer Peripherals

1.7%


Restaurant

1.6%


Building Materials

1.4%


Contracting

1.4%


Specialty Machinery

1.4%


Miscellaneous Machinery

1.3%


Motion Pictures

1.3%


Printing

1.3%


Home Products

1.2%


Medical Technology

1.2%


Offshore Driller

1.2%


Personnel Agency

1.2%


Railroad

1.2%


Services to Medical Professionals

1.2%


Cement

1.1%


Furniture

1.1%


Household Appliances

1.1%


Internet Services

1.1%


Metal Fabrication

1.1%


Oil Well Supply

1.1%


Electronic Instruments

1.0%


Generic Drugs

1.0%


Office Supplies

1.0%


Semiconductor Manufacturing

1.0%


Other2

16.5%


Cash Equivalents3

1.8%


Other Assets and Liabilities--Net4

0.4%


TOTAL

100.0%


1 Except for Cash Equivalents and Other Assets and Liabilities, industry classifications are based upon, and individual portfolio securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS.

2 For purposes of this table, industry classifications which constitute less than 1.0% of the Funds total net assets have been aggregated under the designation Other.

3 Cash Equivalents include any investments in money market mutual funds and/or overnight repurchase agreements.

4 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

Portfolio of Investments

July 31, 2007

Shares

   

   

Value


COMMON STOCKS--97.8%

Advertising--0.2%

2,243

1

Greenfield Online, Inc.

$

36,426


Agricultural Chemicals--0.8%

5,222

UAP Holding Corp.

141,882


Apparel--0.5%

952

1

Carter’s, Inc.

20,154

3,658

1

Maidenform Brands, Inc.

65,771


TOTAL

85,925


Auto Original Equipment Manufacturers--0.7%

3,906

Sun Hydraulics Corp.

116,086


Beer--0.7%

2,925

1

The Boston Beer Co., Inc., Class A

119,223


Biotechnology--0.8%

2,054

1

Air Methods Corp.

78,257

1,032

1

LifeCell Corp.

31,672

1,343

1

PharmaNet Development Group, Inc.

37,604


TOTAL

147,533


Building Materials--1.4%

703

Aaon, Inc.

21,027

5,425

Apogee Enterprises, Inc.

139,748

2,609

1

Drew Industries, Inc.

90,741


TOTAL

251,516


Cellular Communications--0.2%

1,248

1

USA Mobility, Inc.

29,790


Cement--1.1%

3,610

1

Astec Industries, Inc.

188,334


Clothing Stores--4.4%

3,469

1

Aeropostale, Inc.

132,100

3,490

Buckle, Inc.

121,975

2,845

1

Dress Barn, Inc.

51,751

6,422

1

Fossil, Inc.

164,082

4,297

1

Gymboree Corp.

184,986

800

1

Heelys, Inc.

17,520

2,569

1

Jos A. Bank Clothiers, Inc.

88,630


TOTAL

761,044


COMMON STOCKS--continued

Computer Networking--0.7%

4,471

1

FalconStor Software, Inc.

$

46,454

1,740

1

NetScout Systems, Inc.

16,895

3,610

1

Radiant Systems, Inc.

50,179


TOTAL

113,528


Computer Peripherals--1.7%

5,837

1

Nuance Communications, Inc.

96,194

288

1

Rimage Corp.

6,924

5,478

1

Synaptics, Inc.

192,387


TOTAL

295,505


Computer Services--0.2%

1,555

1

Manhattan Associates, Inc.

43,338


Construction Machinery--0.5%

1,070

Manitowoc, Inc.

83,107


Contracting--1.4%

3,564

1

Perini Corp.

218,865

393

Team, Inc.

18,475


TOTAL

237,340


Cosmetics & Toiletries--0.8%

2,411

1

Chattem, Inc.

135,402

418

Inter Parfums, Inc.

9,158


TOTAL

144,560


Defense Aerospace--4.7%

12,825

1

GenCorp, Inc.

151,591

1,561

1

Orbital Sciences Corp.

33,078

4,908

1

Teledyne Technologies, Inc.

217,768

4,603

1

TransDigm Group, Inc.

189,644

3,078

Triumph Group, Inc.

234,574


TOTAL

826,655


Defense Electronics--2.1%

4,086

1

FLIR Systems, Inc.

178,354

3,035

United Industrial Corp.

191,691


TOTAL

370,045


Drug Stores--0.8%

2,903

Longs Drug Stores Corp.

140,389


Electric & Electrical Original Equipment Manufacturers--1.9%

5,039

Cubic Corp.

138,724

2,464

1

General Cable Corp.

195,888


TOTAL

334,612


COMMON STOCKS--continued

Electrical Equipment--1.9%

11,140

1

GrafTech International Ltd.

$

172,559

6,090

1

Houston Wire & Cable Co.

156,939


TOTAL

329,498


Electrical - Radio & TV--0.2%

1,167

1

Universal Electronics, Inc.

41,125


Electronic Instruments--1.0%

1,810

1

Advanced Analogic Technologies, Inc.

16,073

3,020

1

FEI Co.

86,614

1,710

1

Hittite Microwave Corp.

68,776


TOTAL

171,463


Ethical Drugs--0.8%

6,290

1

Sciele Pharma, Inc.

145,865


Financial Services--3.0%

3,650

Deluxe Corp.

137,824

2,133

1

GFI Group, Inc.

158,951

1,969

Greenhill & Co., Inc.

114,202

755

1

Huron Consulting Group, Inc.

51,287

1,299

1

Portfolio Recovery Associates, Inc.

67,873


TOTAL

530,137


Food Wholesaling--1.9%

3,763

Nash Finch Co.

151,536

7,039

Winn-Dixie Stores, Inc.

188,012


TOTAL

339,548


Furniture--1.1%

6,189

Tempur-Pedic International, Inc.

192,787


Generic Drugs--1.0%

9,022

Perrigo Co.

168,260


Home Health Care--0.5%

434

1

Apria Healthcare Group, Inc.

11,379

664

1

Wellcare Health Plans, Inc.

67,237


TOTAL

78,616


Home Products--1.2%

8,080

Tupperware Brands Corp.

210,161


Household Appliances--1.1%

7,834

1

Goodman Global, Inc.

188,956


COMMON STOCKS--continued

Industrial Machinery--2.5%

3,411

Actuant Corp.

$

208,003

525

1

Columbus McKinnon Corp.

13,466

2,734

Valmont Industries, Inc.

206,663


TOTAL

428,132


Insurance Brokerage--0.5%

2,191

Life Partners Holdings, Inc.

94,585


International Bank--0.3%

1,313

Preferred Bank Los Angeles, CA

50,419


Internet Services--1.1%

2,527

1

Priceline.com, Inc.

161,223

1,318

1

Shutterfly, Inc.

33,938


TOTAL

195,161


Machine Tools--0.8%

3,245

1

AZZ, Inc.

115,197

943

1

Flotek Industries, Inc.

28,045


TOTAL

143,242


Machined Parts Original Equipment Manufacturers--0.4%

2,185

Applied Industrial Technologies, Inc.

62,032


Maritime--0.6%

3,658

Horizon Lines, Inc., Class A

105,570


Medical Supplies--3.5%

3,682

1

Align Technology, Inc.

96,100

3,100

1

Emergency Medical Services Corp., Class A

120,931

3,072

1

Kyphon, Inc.

201,585

894

1

NuVasive, Inc.

25,640

2,809

1

Obagi Medical Products, Inc.

47,556

2,560

West Pharmaceutical Services, Inc.

118,477


TOTAL

610,289


Medical Technology--1.2%

5,768

1

Greatbatch Technologies, Inc.

178,981

1,221

1

MEDTOX Scientific, Inc.

23,932


TOTAL

202,913


Metal Containers--1.8%

857

Greif, Inc., Class A

47,135

4,087

1

Mobile Mini, Inc.

116,766

2,913

Silgan Holdings, Inc.

150,369


TOTAL

314,270


COMMON STOCKS--continued

Metal Fabrication--1.1%

2,686

Barnes Group, Inc.

$

83,803

2,628

Dynamic Materials Corp.

110,560


TOTAL

194,363


Miscellaneous Components--0.1%

845

1

Atheros Communications

23,559


Miscellaneous Machinery--1.3%

4,746

Curtiss Wright Corp.

206,783

267

Regal Beloit Corp.

13,542


TOTAL

220,325


Motion Pictures--1.3%

9,388

1

Macrovision Corp.

223,247


Multi-Industry Capital Goods--0.3%

784

1

Ceradyne, Inc.

58,510


Multi-Industry Transportation--0.9%

4,859

1

Hub Group, Inc.

165,303


Office Furniture--0.3%

2,378

Knoll, Inc.

47,108


Office Supplies--1.0%

2,868

1

United Stationers, Inc.

182,806


Offshore Driller--1.2%

3,382

1

Bristow Group, Inc.

160,408

657

1

Hornbeck Offshore Services, Inc.

28,284

520

1

Oceaneering International, Inc.

29,203


TOTAL

217,895


Oil Service, Explore & Drill--2.2%

1,819

1

Dawson Geophysical Co.

99,336

642

1

McDermott International, Inc.

53,247

1,181

1

Parker Drilling Co.

11,125

3,459

1

W-H Energy Services, Inc.

221,653


TOTAL

385,361


Oil Well Supply--1.1%

4,319

1

Oil States International, Inc.

188,913


Optical Reading Equipment--0.4%

2,349

1

ScanSource, Inc.

63,024


Other Communications Equipment--0.8%

5,113

1

Netgear, Inc.

141,426


Other Computer Hardware--0.3%

3,890

1

Smart Modular Technologies (WWH), Inc.

47,808


COMMON STOCKS--continued

Personal Loans--0.4%

334

Cash America International, Inc.

$

12,231

2,427

1

Ezcorp, Inc., Class A

29,221

939

1

World Acceptance Corp.

30,226


TOTAL

71,678


Personnel Agency--1.2%

474

Barrett Business Services, Inc.

11,964

8,186

1

Labor Ready, Inc.

192,862


TOTAL

204,826


Pollution Control--0.5%

1,535

American Ecology, Inc.

31,283

1,506

Waste Holdings, Inc.

48,087


TOTAL

79,370


Printing--1.3%

3,579

1

Cenveo, Inc.

75,195

1,868

1

Consolidated Graphics, Inc.

123,120

2,433

1

Valassis Communications, Inc.

28,880


TOTAL

227,195


Property Liability Insurance--0.2%

1,451

National Interstate Corp.

37,000


Railroad--1.2%

5,113

Wabtec Corp.

208,815


Recreational Goods--0.1%

1,267

1

Smith & Wesson Holding Corp.

23,820


Recreational Vehicles--0.1%

375

Polaris Industries, Inc., Class A

18,510


Regional Bank--0.3%

417

City Bank Lynwood, WA

10,166

914

1

SVB Financial Group

48,150


TOTAL

58,316


Restaurant--1.6%

4,427

1

Buffalo Wild Wings, Inc.

191,335

562

1

Chipotle Mexican Grill, Inc.

49,647

880

1

Red Robin Gourmet Burgers

33,942


TOTAL

274,924


Securities Brokerage--0.1%

425

1

Investment Technology Group, Inc.

16,983


COMMON STOCKS--continued

Semiconductor Manufacturing--1.0%

4,521

1

NetLogic Microsystems, Inc.

$

137,800

709

1

Plexus Corp.

17,193

722

1

Silicon Laboratories, Inc.

25,147


TOTAL

180,140


Services to Medical Professionals--1.2%

2,336

1

American Dental Partners, Inc.

59,965

6,831

1

Nighthawk Radiology Holdings, Inc.

140,924


TOTAL

200,889


Shoes--2.7%

4,046

1

Crocs, Inc.

240,009

2,171

1

Deckers Outdoor Corp.

223,830

382

Wolverine World Wide, Inc.

10,337


TOTAL

474,176


Software Packaged/Custom--6.9%

3,825

1

Blue Coat Systems, Inc.

186,392

2,176

1

COMSYS IT Partners, Inc.

39,516

4,239

1

Double-Take Software, Inc.

64,687

4,086

1

Epicor Software Corp.

53,363

14,992

1

Informatica Corp.

208,988

788

1

Omniture, Inc.

18,006

956

1

Progress Software Corp.

28,919

6,801

1

S1 Corp.

49,443

4,744

1

SPSS, Inc.

194,694

3,715

1

Synchronoss Technologies, Inc.

135,077

8,411

1

VASCO Data Security International, Inc.

222,639


TOTAL

1,201,724


Specialty Chemicals--3.1%

3,313

Chemed Corp.

209,647

8,672

1

Hercules, Inc.

180,031

5,135

Koppers Holdings, Inc.

151,842


TOTAL

541,520


Specialty Machinery--1.4%

564

1

Stratasys, Inc.

24,822

3,711

Woodward Governor Co.

214,310


TOTAL

239,132


Specialty Retailing--0.1%

920

1

Conn’s, Inc.

23,340


COMMON STOCKS--continued

Surveillance-Detection--0.3%

2,635

1

Lo-Jack Corp.

$

56,178


Telecommunications Equipment & Services--4.4%

775

Adtran, Inc.

20,220

11,033

1

Arris Group, Inc.

163,509

6,862

1

C-COR Electronics, Inc.

92,294

2,918

1

CommScope, Inc.

158,827

4,319

1

Comtech Telecommunications Corp.

187,747

5,354

1

Dycom Industries, Inc.

149,644


TOTAL

772,241


Toys & Games--0.1%

876

1

Marvel Entertainment, Inc.

21,225


Undesignated Consumer Cyclicals--5.1%

4,790

1

Blackboard, Inc.

211,862

2,097

1

Capella Education Co.

93,757

4,007

DeVRY, Inc.

129,827

612

1

PRA International

17,705

1,659

1

Parexel International Corp.

67,073

421

Strayer Education, Inc.

63,794

1,771

1

Sykes Enterprises, Inc.

29,647

4,609

1

TeleTech Holdings, Inc., Class A

135,182

3,155

Watson Wyatt & Co. Holdings

140,555


TOTAL

889,402


Undesignated Consumer Staples--0.2%

973

1

USANA, Inc.

39,270


TOTAL COMMON STOCKS (IDENTIFIED COST $16,500,140)

17,090,189


MUTUAL FUND--1.8%

317,904

 2,3

Prime Value Obligations Fund, Institutional Shares, 5.25% (AT NET ASSET VALUE)

317,904


TOTAL INVESTMENTS-- 99.6% (IDENTIFIED COST $16,818,044)4

17,408,093


OTHER ASSETS AND LIABILTIES -- NET--0.4%

70,682


TOTAL NET ASSETS--100%

$

17,478,775


1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 The cost of investments for federal tax purposes amounts to $16,830,661.

Note: The categories of investments are shown as a percentage of total net assets at July 31, 2007.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

July 31, 2007

Assets:

   

    

Total investments in securities, at value including $317,904 of investments in an affiliated issuer (Note 5) (identified cost $16,818,044)

$

17,408,093

Income receivable

1,743

Receivable for investments sold

460,160

Receivable for shares sold

478,519


TOTAL ASSETS

18,348,515


Liabilities:

Payable for investments purchased

$

817,200

Payable for shares redeemed

7,960

Payable to bank

330

Payable for Directors’/Trustees’ fees

241

Payable for distribution services fee (Note 5)

579

Payable for shareholder services fee (Note 5)

676

Accrued expenses

42,754


TOTAL LIABILITIES

869,740


Net assets for 1,343,474 shares outstanding

$

17,478,775


Net Assets Consist of:

Paid-in capital

$

16,728,244

Net unrealized appreciation of investments

590,049

Accumulated net realized gain on investments

160,482


TOTAL NET ASSETS

$

17,478,775


Net Asset Value, Offering Price and Redemption Proceeds Per Share

Institutional Shares:

Net asset value per share ($16,244,826 ÷ 1,247,445 shares outstanding), no par value, unlimited shares authorized

$13.02


Offering price per share

$13.02


Redemption proceeds per share

$13.02


Class A Shares:

Net asset value per share ($532,355 ÷ 41,100 shares outstanding), no par value, unlimited shares authorized

$12.95


Offering price per share (100/94.50 of $12.95)1

$13.70


Redemption proceeds per share

$12.95


Class C Shares:

Net asset value per share ($701,594 ÷ 54,929 shares outstanding), no par value, unlimited shares authorized

$12.77


Offering price per share

$12.77


Redemption proceeds per share (99.00/100 of $12.77)1

$12.64


1 See What Do Shares Cost? in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended July 31, 2007

Investment Income:

   

   

   

Dividends (including $2,293 received from an affiliated issuer (Note 5))

$

22,391

Interest

3,132


TOTAL INCOME

25,523


Expenses:

Investment adviser fee (Note 5)

$

59,891

Administrative personnel and services fee (Note 5)

230,037

Custodian fees

23,652

Transfer and dividend disbursing agent fees and expenses

47,616

Directors’/Trustees’ fees

225

Auditing fees

14,363

Legal fees

7,624

Portfolio accounting fees

74,199

Distribution services fee--Class A Shares (Note 5)

236

Distribution services fee--Class C Shares (Note 5)

4,051

Shareholder services fee--Class A Shares (Note 5)

654

Shareholder services fee--Class C Shares (Note 5)

892

Share registration costs

61,004

Printing and postage

18,732

Insurance premiums

6,086

Miscellaneous

3,102


TOTAL EXPENSES

552,364


Waivers and Reimbursements:

Waiver/reimbursement of investment adviser fee (Note 5)

$

(59,891

)

Waiver of administrative personnel and services fee (Note 5)

(106,394

)

Waiver of transfer and dividend disbursing agent fees and expenses

(13,076

)

Waiver of portfolio accounting fees

(21,438

)

Reimbursement of other operating expenses (Note 5)

(268,027

)


TOTAL WAIVERS AND REIMBURSEMENTS

(468,826

)


Net expenses

83,538


Net investment income (loss)

(58,015

)


Realized and Unrealized Gain on Investments:

Net realized gain on investments

239,622

Net change in unrealized depreciation of investments

617,453


Net realized and unrealized gain on investments

857,075


Change in net assets resulting from operations

$

799,060


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

   

Year Ended
7/31/2007

   

Period
Ended
7/31/2006

1


Increase (Decrease) in Net Assets

Operations:

Net investment income (loss)

$

(58,015

)

$

(5,109

)

Net realized gain (loss) on investments

239,622

(21,125

)

Net change in unrealized appreciation/depreciation of investments

617,453

(27,404

)


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

799,060

(53,638

)


Share Transactions:

Proceeds from sale of shares

16,603,113

954,007

Cost of shares redeemed

(655,023

)

(168,744

)


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

15,948,090

785,263


Change in net assets

16,747,150

731,625


Net Assets:

Beginning of period

731,625

--


End of period

$

17,478,775

$

731,625


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

July 31, 2007

1. ORGANIZATION

Federated MDT Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of eight portfolios. The financial statements included herein are only those of Federated MDT Small Cap Growth Fund (the “Fund”), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held. Each portfolio pays its own expenses. The Fund offers three classes of shares: Institutional Shares, Class A Shares and Class C Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. The financial highlights of the Institutional Shares are presented separately. The primary investment objective of the Fund is long-term capital appreciation.

MDT Small Cap Growth Fund (the “Predecessor Fund”) was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. The Fund is the successor to the Predecessor Fund, which commenced operations on September 15, 2005.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund’s portfolio securities are determined as follows:

  • for equity securities, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available;
  • in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;
  • for investments in other open-end registered investment companies, based on net asset value (NAV);
  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the “Trustees”) may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • prices for total return swaps are based upon a valuation model determined by management incorporating underlying reference indexes, interest rates, yield curves and other market data or factors; prices for credit default swaps are furnished by an independent pricing service and are based upon a valuation model incorporating default probabilities, recovery rates and other market data or factors; prices for interest rate swaps are furnished by an independent pricing service and are based upon a valuation model incorporating interest rates, yield curves and other market data or factors;
  • for mortgage-backed securities, based on the aggregate investment value of the projected cash flows to be generated by the security, as furnished by an independent pricing service;
  • for other fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices (other than prices of mortgage-backed securities) are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities, except that prices for corporate fixed-income and asset-backed securities traded in the United States are generally intended to be indicative of the mean between such bid prices and asked prices. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities using the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates are generally determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation is done by others under the direction of Fund management. An event is considered material if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund’s custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund’s adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date. Distributions of net investment income, if any, are declared and paid annually. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each class may bear certain expenses unique to that class such as distribution and shareholder services fees. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed-income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:

   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Institutional Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

1,263,095

$

15,852,998

33,093

$

353,962

Shares redeemed

(37,007

)

(478,571

)

(11,736

)

(133,278

)


NET CHANGE RESULTING FROM
INSTITUTIONAL SHARE TRANSACTIONS

1,226,088

$

15,374,427

21,357

$

220,684


 

   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class A Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

38,516

$

455,091

17,938

$

198,850

Shares redeemed

(12,243

)

(147,029

)

(3,111

)

(34,280

)


NET CHANGE RESULTING FROM
CLASS A SHARE TRANSACTIONS

26,273

$

308,062

14,827

 

$

164,570

 

   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class C Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

24,628

$

295,024

33,176

$

401,195

Shares redeemed

(2,775

)

(29,423

)

(100

)

(1,186

)


NET CHANGE RESULTING FROM
CLASS C SHARE TRANSACTIONS

21,853

$

265,601

33,076

   

$

400,009

 

NET CHANGE RESULTING FROM
SHARE TRANSACTIONS

1,274,214

   

$

15,948,090

69,260

   

$

785,263

 

1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

Redemption Fees

Prior to December 11, 2006, the Fund imposed a 2.00% redemption fee to shareholders of the Fund’s Institutional Shares, Class A Shares and Class C Shares who redeem shares held for 30 days or less. Shares acquired by reinvestment of dividends or distributions of the Fund, or purchased pursuant to the Systematic Investment Program or withdrawn pursuant to the Systematic Withdrawal Program, were not subject to the redemption fee. All redemption fees were recorded by the Fund as additions to paid-in capital. For the year ended July 31, 2007, there were no redemption fees.

4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to differing treatments for net operating loss.

For the year ended July 31, 2007, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)


Undistributed
Net Investment
Income (Loss)

   

Accumulated
Net Realized
Gains


$58,015

$(58,015)


Net investment income (loss), net realized gains (losses), and net assets were not affected by this reclassification.

As of July 31, 2007, the components of distributable earnings on a tax basis were as follows:


Undistributed ordinary income

   

$

149,765


Undistributed long-term capital gain

$

23,334


Net unrealized appreciation

$

577,432


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to differing treatments for the deferral of losses on wash sales.

At July 31, 2007, the cost of investments for federal tax purposes was $16,830,661. The net unrealized appreciation of investments for federal tax purposes was $577,432. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $1,265,902 and net unrealized depreciation from investments for those securities having an excess of cost over value of $688,470.

The Fund used capital loss carryforwards of $1,761 to offset taxable capital gains realized during the year ended July 31, 2007.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated MDTA LLC is the Fund’s investment adviser (the “Adviser”). The advisory agreement between the Fund and Adviser provides for an annual fee equal to 1.15% of the Fund’s average daily net assets. Prior to December 8, 2006, the Adviser received an annual investment adviser fee equal to 1.25% of the Fund’s average daily net assets. Under the investment advisory contract, which is subject to annual review by the Trustees, the Adviser will waive all or a portion of the advisory fee and/or reimburse certain operating expenses (excluding interest, taxes and brokerage commissions) in order to contractually limit the Fund’s aggregate annual operating expenses to no more than the following annual percentages for each Class of the Fund based on average daily net assets:

Share Class

  

Percentage of Average Daily
Net Assets of Class


Institutional Shares

1.80%


Class A Shares

2.05%


Class C Shares

2.80%


The Adviser has agreed to keep these contractual limitations in place through December 8, 2008.

In addition, after fulfilling its contractual commitment, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. For the year ended July 31, 2007, the Adviser waived $59,856 and reimbursed $268,027 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement (the “Agreement”), provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:

Administrative Fee

   

Average Aggregate Daily Net Assets
of the Federated Funds


0.150%

on the first $5 billion


0.125%

on the next $5 billion


0.100%

on the next $10 billion


0.075%

on assets in excess of $20 billion


The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. During the period from July 15, 2006 through December 8, 2006, the administrator contractually agreed to waive a portion of its fee which it would otherwise be entitled to receive from the Fund under the Agreement. The level of fees payable by the Fund to FAS for the period will not exceed the level of fees which the Fund would have paid during the period to its previous service provider under its previous administrative services contract. In addition, FAS may voluntarily choose to waive any portion of its fee. For the year ended July 31, 2007, the net fee paid to FAS was 2.387% of average daily net assets of the Fund. FAS waived $106,394 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act which became effective on December 11, 2006. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund’s Class A Shares and Class C Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses of up to the following percentages of average daily net assets annually, to compensate FSC:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

0.75%


Prior to December 11, 2006, the Fund incurred distribution expenses according to the following schedule annually, to compensate FSC:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

1.00%


When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended July 31, 2007, FSC retained $3,751 of fees paid by the Fund.

Sales Charges

For the year ended July 31, 2007, FSC retained $374 in sales charges from the sale of Class A Shares. See “What Do Shares Cost?” in the Prospectus.

Shareholder Services Fee

Effective December 11, 2006, the Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund’s Class A Shares and Class C Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. For the year ended July 31, 2007, FSSC did not receive any fees paid by the Fund.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses so that the total operating expenses (including the distribution (12b-1) fee) paid by the Fund’s Institutional Shares, Class A Shares and Class C Shares (after the voluntary waivers and reimbursements) will not exceed 1.50%, 1.75% and 2.50%, respectively, for the fiscal year ending July 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after September 30, 2008.

General

Certain of the Officers and Trustees of the Fund are Officers and Directors or Trustees of the above companies.

Transactions with Affiliated Companies

Affiliated holdings are mutual funds which are managed by the Adviser or an affiliate of the Adviser. The Adviser has agreed to reimburse the Fund for certain investment adviser fees as a result of transactions in other affiliated mutual funds. For the year ended July 31, 2007, the Adviser reimbursed $35 in connection with the affiliated mutual fund listed below. Transactions with the affiliated company during the year ended July 31, 2007 are as follows:

Affiliate

   

Balance of
Shares Held
7/31/2006

   

Purchases/
Additions

   

Sales/
Reductions

   

Balance of
Shares Held
7/31/2007

   

Value

   

Dividend
Income


Prime Value Obligations Fund, Institutional Shares

--

2,121,581

1,803,677

317,904

$317,904

$2,293


6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the year ended July 31, 2007, were as follows:


Purchases

   

$

23,896,517


Sales

$

8,396,404


7. LINE OF CREDIT

The Fund participates in a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the Fund did not utilize the LOC.

8. INTERFUND LENDING

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (SEC), the Fund, along with other funds advised by subsidiaries of Federated Investors, Inc., may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from other participating affiliated funds. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the program was not utilized.

9. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, “Federated”), along with various investment companies sponsored by Federated (“Funds”) were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated’s first public announcement that it had received requests for information on shareholder trading activities in the Funds from the SEC, the Office of the New York State Attorney General (“NYAG”), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as late as a fund’s last NAV calculation in the first required financial statement reporting period. As a result, the Fund will adopt FIN 48 no later than January 31, 2008. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund’s financial statement disclosures.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF FEDERATED MDT SERIES AND SHAREHOLDERS OF FEDERATED MDT SMALL CAP GROWTH FUND

We have audited the accompanying statement of assets and liabilities of Federated MDT Small Cap Growth Fund (the “Fund”) (one of the portfolios constituting Federated MDT Series), including the portfolio of investments, as of July 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated MDT Small Cap Growth Fund, a portfolio of Federated MDT Series, at July 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Boston, Massachusetts
September 19, 2007

Board of Trustees and Trust Officers

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Trust comprised eight portfolios, and the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund’s Statement of Additional Information includes additional information about Trust Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex’s Executive Committee.

Previous Positions: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: August 2006

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for interested status: John F. Donahue is the father of J. Christopher Donahue; both are interested due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is interested because his son-in-law is employed by the Funds principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: Ausust 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children’s Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant.

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Thomas M. ONeill
Birth Date: June 14, 1951
95 Standish Street
P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting).

Other Directorships Held: Director, Midway Pacific (lumber); Board of Overseers, Children’s Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Previous Positions: Public Relations/Marketing Consultant/Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College.


Other Directorships Held: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation.


OFFICERS


Name
Birth Date
Positions Held with Trust
Date Began Serving

   

Principal Occupation(s) for Past Five Years and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
SECRETARY
Began serving: August 2006

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.


Richard A. Novak
Birth Date: December 25, 1963
TREASURER
Began serving: August 2006

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Previous Positions: Controller of Federated Investors, Inc.; Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.


Brian P. Bouda
Birth Date: February 28, 1947
SENIOR VICE PRESIDENT AND
CHIEF COMPLIANCE OFFICER
Began serving: August 2006

Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.


Evaluation and Approval of Advisory Contract

FEDERATED MDT SMALL CAP GROWTH FUND (THE FUND)

The Fund’s Board reviewed the Fund’s investment advisory contract at meetings held in May 2007. The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

In this connection, the Federated funds had previously appointed a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated fund. The Senior Officer has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below. The Board considered that evaluation, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with and considered judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser’s fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser’s cost of providing the services; the extent to which the Adviser may realize “economies of scale” as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser’s services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for what might be viewed as like services, and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise and accompany the Senior Officer’s evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board’s formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board also received information on particular matters as the need arose. Thus, the Board’s consideration of the advisory contract included review of the Senior Officer’s evaluation, accompanying data and additional reports covering such matters as: the Adviser’s investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or “peer group” funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund’s investment objectives; the Fund’s expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund’s portfolio securities (if any); and the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates. The Board also considered the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund’s relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The Board’s evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund’s performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund’s investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund’s ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund’s investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser’s investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated’s fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, using data supplied by independent fund ranking organizations, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups are highly important in judging the reasonableness of proposed fees.

The Fund’s performance fell below the median of the relevant peer group for the one year period ending December 31, 2006. The Board discussed the Fund’s performance with the Adviser and recognized the efforts being undertaken by the Adviser. The Board will continue to monitor these efforts and the performance of the Fund.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated’s subsidiaries for providing other services to the Federated funds under separate contracts (e.g., for serving as the Federated funds’ administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades. In addition, the Board considered the fact that, in order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have disclosed to fund investors and/or indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs (and the unavoidable arbitrary aspects of that exercise) and the lack of consensus on how to allocate those costs may render such allocation reports unreliable. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board and the Senior Officer also reviewed a report compiled by Federated comparing profitability information for Federated to other publicly held fund management companies. In this regard, the Senior Officer noted the limited availability of such information, but nonetheless concluded that Federated’s profit margins did not appear to be excessive and the Board agreed.

The Senior Officer’s evaluation also discussed the notion of possible realization of “economies of scale” as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in areas such as personnel and processes for the portfolio management, compliance, and risk management functions; distribution efforts; and systems technology; that support all of the Federated funds, and that the benefits of these efforts (as well as any economies, should they exist) were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which (as discussed in independently prepared materials included in the Senior Officer’s evaluation) is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with “breakpoints” that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated’s fund advisory services at this time.

It was noted that for the Fund’s most recently completed fiscal year, the Fund’s investment advisory fee was waived in its entirety. The Board reviewed the contractual fee rate and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive.

The Senior Officer’s evaluation noted his belief that the information and observations contained in his evaluation supported his finding that the proposed management fees are reasonable, and that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. Under these circumstances, no changes were recommended to, and no objection was raised to the continuation of the Fund’s advisory contract. For 2006, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser’s industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board’s approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were necessarily relevant to the Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board’s decision to approve the contract reflects its determination that Federated’s performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from Federated’s website at FederatedInvestors.com. To access this information from the “Products” section of the website, click on the “Prospectuses and Regulatory Reports” link under “Related Information”, then select the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Prospectuses and Regulatory Reports” link. Form N-PX filings are also available at the SEC’s website at www.sec.gov.

Quarterly Portfolio Schedule

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the “Products” section of Federated’s website at FederatedInvestors.com by clicking on “Portfolio Holdings” under “Related Information,” then selecting the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page click, on the “Portfolio Holdings” link.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund’s prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

Federated Investors
World-Class Investment Manager

Federated MDT Small Cap Growth Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R775
Cusip 31421R767

37313 (9/07)

Federated is a registered mark of Federated Investors, Inc.
2007 ©Federated Investors, Inc.

 

Federated Investors
World-Class Investment Manager

Federated MDT Small Cap Growth Fund

A Portfolio of Federated MDT Series



ANNUAL SHAREHOLDER REPORT

July 31, 2007

Institutional Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLE
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND TRUST OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Not FDIC Insured * May Lose Value * No Bank Guarantee

Financial Highlights

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$10.61

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.13

)3

(0.13

)3

Net realized and unrealized gain on investments

2.54

0.74


TOTAL FROM INVESTMENT OPERATIONS

2.41

0.61


Net Asset Value, End of Period

$13.02

$10.61


Total Return4

22.71

%

6.10

%


 

Ratios to Average Net Assets:


Net expenses

1.50

%

1.77

%5


Net investment income (loss)

(1.03

)%

(1.25

)%5


Expense waiver/reimbursement6

5.58

%

25.65

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$16,245

$227


Portfolio turnover

157

%

157

%


1 MDT Small Cap Growth Fund (the Predecessor Fund) was reorganized into Federated MDT Small Cap Growth Fund (the Fund) as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to
July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2007 to July 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

   

Beginning
Account Value
2/1/2007

   

Ending
Account Value
7/31/2007

   

Expenses Paid
During Period1


Actual

$1,000

$1,117.60

$7.88


Hypothetical (assuming a 5% return before expenses)

$1,000

$1,017.36

$7.50


1 Expenses are equal to the Funds annualized net expense ratio of 1.50%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Management’s Discussion of Fund Performance

The fund’s total return for the fiscal year ended July 31, 2007 was 22.71% for Institutional Shares.1 The total return of the Russell 2000® Growth Index was 16.83% for the same period.2 The fund’s total return for the fiscal year reflected actual cash flows, transaction costs and other expenses which were not reflected in the total return of the Russell 2000® Growth Index. The total return of the Lipper Small-Cap Growth Funds Index was 19.51% for the same period.3

1 The fund is the successor to the MDT Small Cap Growth Fund pursuant to a reorganization that took place on December 8, 2006. Prior to that date, the fund had no investment operations. Accordingly, the performance information provided is historical information of the MDT Small Cap Growth Fund. Small company stocks may be less liquid and subject to greater price volatility than large capitalization stocks.

2 The Russell 2000® Growth Index measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values. The index is unmanaged and investments can not be made directly in an index.

3 The Lipper Small-Cap Growth Funds Index is an average of funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) less than 250% of the dollar-weighted median of the smallest 500 of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Small-cap growth funds typically have an average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P SmallCap 600 Index.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

MARKET OVERVIEW

Over the twelve month reporting period ended July 31, 2007, domestic equity markets enjoyed a positive, if somewhat rocky, performance highlighted by a sudden decline in late February and another decline as the reporting period ended in July. The Russell 3000 Index, which represents the performance of the 3000 largest U.S. companies by market capitalization, finished the period up a solid 16.08%. Mid-cap stocks lead the way as demonstrated by the 18.93% return on the Russell Midcap® Index4, which exceeded the 15.48% and 12.12% results for the Russell Top 200® Index5 and the Russell 2000® Index,6 respectively. Growth stocks outperformed value stocks by a wide margin during the year with the Russell 3000® Growth Index7 returning 19.24% as compared to 12.97% for the Russell 3000® Value Index.8

The best performing sectors during the reporting period in the Russell 3000® Index were Materials (up 35.67%), Telecommunication Services (up 30.35%) and Information Technology (up 29.43%). Underperforming sectors included Financials (up just 2.11%, negatively influenced by a disruption in credit markets late in the reporting period), Health Care (up 8.23%) and Consumer Staples (up 11.12%).

FUND PERFORMANCE

The most positive contributor to the fund’s performance relative to the Russell 2000® Growth Index was its stock selection in the Industrials, Consumer Discretionary, Financials, and Health Care sectors. Additionally, the fund’s underweight in the Financial Services sector contributed positively to relative performance. The fund’s performance was negatively impacted by its stock selection in the Consumer Staples sector. The fund’s stock selection and underweight in the Information Technology sector also detracted from relative performance.

Individual stocks contributing to the fund’s out performance relative to the Russell 2000® Growth Index included: Crocs Inc., Chaparral Steel Co., Manitowoc Inc., Priceline.com Inc., and Wellcare Group Inc.

Individual stocks detracting from the fund’s performance relative to the Russell 2000® Growth Index included: Hansen National Corp., Aquantive Inc., EGL Inc., Daktronics Inc., and Logitech International.

4 The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000® Index, which represent approximately 31% of the total market capitalization of the Russell 1000® Index. The index is unmanaged and investments can not be made directly in an index.

5 Russell Top 200® Index measures the performance of the 200 largest companies in the Russell 1000® Index, which represents approximately 69% of the total market capitalization of the Russell 1000® Index. The index is unmanaged and investments can not be made directly in an index.

6 The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which represents approximately 10% of the total market capitalization of the Russell 3000® Index. The index is unmanaged and investments can not be made directly in an index.

7 The Russell 3000® Growth Index measures the performance of those Russell 3000® Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000® Growth or the Russell 2000® Growth indexes. The index is unmanaged and investments can not be made directly in an index.

8 The Russell 3000® Value Index measures the performance of those Russell 3000® Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000® Value or the Russell 2000® Value indexes. The index is unmanaged and investments can not be made directly in an index.

GROWTH OF A $25,000 INVESTMENT -- INSTITUTIONAL SHARES

The graph below illustrates the hypothetical investment of $25,0001 in the Federated MDT Small Cap Growth Fund (Institutional Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell 2000® Growth Index2 and the Lipper Small-Cap Growth Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007


1 Year

22.71%


Start of Performance (9/15/2005)

15.10%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $25,000 in the Fund. The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 2000® Growth Index and the Lipper Small-Cap Growth Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 2000® Growth Index is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Funds performance. The Russell 2000® Growth Index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

Portfolio of Investments Summary Table

At July 31, 2007, the Fund’s industry composition1 was as follows:


Industry

Percentage of
Total Net Assets


Software Packaged/Custom

6.9%


Undesignated Consumer Cyclicals

5.1%


Defense Aerospace

4.7%


Clothing Stores

4.4%


Telecommunications Equipment & Services

4.4%


Medical Supplies

3.5%


Specialty Chemicals

3.1%


Financial Services

3.0%


Shoes

2.7%


Industrial Machinery

2.5%


Oil Service, Explore & Drill

2.2%


Defense Electronics

2.1%


Electric & Electrical Original Equipment Manufacturers

1.9%


Electrical Equipment

1.9%


Food Wholesaling

1.9%


Metal Containers

1.8%


Computer Peripherals

1.7%


Restaurant

1.6%


Building Materials

1.4%


Contracting

1.4%


Specialty Machinery

1.4%


Miscellaneous Machinery

1.3%


Motion Pictures

1.3%


Printing

1.3%


Home Products

1.2%


Medical Technology

1.2%


Offshore Driller

1.2%


Personnel Agency

1.2%


Railroad

1.2%


Services to Medical Professionals

1.2%


Cement

1.1%


Furniture

1.1%


Household Appliances

1.1%


Internet Services

1.1%


Metal Fabrication

1.1%


Oil Well Supply

1.1%


Electronic Instruments

1.0%


Generic Drugs

1.0%


Office Supplies

1.0%


Semiconductor Manufacturing

1.0%


Other2

16.5%


Cash Equivalents3

1.8%


Other Assets and Liabilities -- Net4

0.4%


TOTAL

100.0%


1 Except for Cash Equivalents and Other Assets and Liabilities, industry classifications are based upon, and individual portfolio securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS.

2 For purposes of this table, industry classifications which constitute less than 1.0% of the Funds total net assets have been aggregated under the designation Other.

3 Cash Equivalents include any investments in money market mutual funds and/or overnight repurchase agreements.

4 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

Portfolio of Investments

July 31, 2007

Shares

   

   

Value


COMMON STOCKS--97.8%

Advertising--0.2%

2,243

1

Greenfield Online, Inc.

$

36,426


Agricultural Chemicals--0.8%

5,222

UAP Holding Corp.

141,882


Apparel--0.5%

952

1

Carter’s, Inc.

20,154

3,658

1

Maidenform Brands, Inc.

65,771


TOTAL

85,925


Auto Original Equipment Manufacturers--0.7%

3,906

Sun Hydraulics Corp.

116,086


Beer--0.7%

2,925

1

The Boston Beer Co., Inc., Class A

119,223


Biotechnology--0.8%

2,054

1

Air Methods Corp.

78,257

1,032

1

LifeCell Corp.

31,672

1,343

1

PharmaNet Development Group, Inc.

37,604


TOTAL

147,533


Building Materials--1.4%

703

Aaon, Inc.

21,027

5,425

Apogee Enterprises, Inc.

139,748

2,609

1

Drew Industries, Inc.

90,741


TOTAL

251,516


Cellular Communications--0.2%

1,248

1

USA Mobility, Inc.

29,790


Cement--1.1%

3,610

1

Astec Industries, Inc.

188,334


Clothing Stores--4.4%

3,469

1

Aeropostale, Inc.

132,100

3,490

Buckle, Inc.

121,975

2,845

1

Dress Barn, Inc.

51,751

6,422

1

Fossil, Inc.

164,082

4,297

1

Gymboree Corp.

184,986

800

1

Heelys, Inc.

17,520

2,569

1

Jos A. Bank Clothiers, Inc.

88,630


TOTAL

761,044


COMMON STOCKS--continued

Computer Networking--0.7%

4,471

1

FalconStor Software, Inc.

$

46,454

1,740

1

NetScout Systems, Inc.

16,895

3,610

1

Radiant Systems, Inc.

50,179


TOTAL

113,528


Computer Peripherals--1.7%

5,837

1

Nuance Communications, Inc.

96,194

288

1

Rimage Corp.

6,924

5,478

1

Synaptics, Inc.

192,387


TOTAL

295,505


Computer Services--0.2%

1,555

1

Manhattan Associates, Inc.

43,338


Construction Machinery--0.5%

1,070

Manitowoc, Inc.

83,107


Contracting--1.4%

3,564

1

Perini Corp.

218,865

393

Team, Inc.

18,475


TOTAL

237,340


Cosmetics & Toiletries--0.8%

2,411

1

Chattem, Inc.

135,402

418

Inter Parfums, Inc.

9,158


TOTAL

144,560


Defense Aerospace--4.7%

12,825

1

GenCorp, Inc.

151,591

1,561

1

Orbital Sciences Corp.

33,078

4,908

1

Teledyne Technologies, Inc.

217,768

4,603

1

TransDigm Group, Inc.

189,644

3,078

Triumph Group, Inc.

234,574


TOTAL

826,655


Defense Electronics--2.1%

4,086

1

FLIR Systems, Inc.

178,354

3,035

United Industrial Corp.

191,691


TOTAL

370,045


Drug Stores--0.8%

2,903

Longs Drug Stores Corp.

140,389


Electric & Electrical Original Equipment Manufacturers--1.9%

5,039

Cubic Corp.

138,724

2,464

1

General Cable Corp.

195,888


TOTAL

334,612


COMMON STOCKS--continued

Electrical Equipment--1.9%

11,140

1

GrafTech International Ltd.

$

172,559

6,090

1

Houston Wire & Cable Co.

156,939


TOTAL

329,498


Electrical - Radio & TV--0.2%

1,167

1

Universal Electronics, Inc.

41,125


Electronic Instruments--1.0%

1,810

1

Advanced Analogic Technologies, Inc.

16,073

3,020

1

FEI Co.

86,614

1,710

1

Hittite Microwave Corp.

68,776


TOTAL

171,463


Ethical Drugs--0.8%

6,290

1

Sciele Pharma, Inc.

145,865


Financial Services--3.0%

3,650

Deluxe Corp.

137,824

2,133

1

GFI Group, Inc.

158,951

1,969

Greenhill & Co., Inc.

114,202

755

1

Huron Consulting Group, Inc.

51,287

1,299

1

Portfolio Recovery Associates, Inc.

67,873


TOTAL

530,137


Food Wholesaling--1.9%

3,763

Nash Finch Co.

151,536

7,039

Winn-Dixie Stores, Inc.

188,012


TOTAL

339,548


Furniture--1.1%

6,189

Tempur-Pedic International, Inc.

192,787


Generic Drugs--1.0%

9,022

Perrigo Co.

168,260


Home Health Care--0.5%

434

1

Apria Healthcare Group, Inc.

11,379

664

1

Wellcare Health Plans, Inc.

67,237


TOTAL

78,616


Home Products--1.2%

8,080

Tupperware Brands Corp.

210,161


Household Appliances--1.1%

7,834

1

Goodman Global, Inc.

188,956


COMMON STOCKS--continued

Industrial Machinery--2.5%

3,411

Actuant Corp.

$

208,003

525

1

Columbus McKinnon Corp.

13,466

2,734

Valmont Industries, Inc.

206,663


TOTAL

428,132


Insurance Brokerage--0.5%

2,191

Life Partners Holdings, Inc.

94,585


International Bank--0.3%

1,313

Preferred Bank Los Angeles, CA

50,419


Internet Services--1.1%

2,527

1

Priceline.com, Inc.

161,223

1,318

1

Shutterfly, Inc.

33,938


TOTAL

195,161


Machine Tools--0.8%

3,245

1

AZZ, Inc.

115,197

943

1

Flotek Industries, Inc.

28,045


TOTAL

143,242


Machined Parts Original Equipment Manufacturers--0.4%

2,185

Applied Industrial Technologies, Inc.

62,032


Maritime--0.6%

3,658

Horizon Lines, Inc., Class A

105,570


Medical Supplies--3.5%

3,682

1

Align Technology, Inc.

96,100

3,100

1

Emergency Medical Services Corp., Class A

120,931

3,072

1

Kyphon, Inc.

201,585

894

1

NuVasive, Inc.

25,640

2,809

1

Obagi Medical Products, Inc.

47,556

2,560

West Pharmaceutical Services, Inc.

118,477


TOTAL

610,289


Medical Technology--1.2%

5,768

1

Greatbatch Technologies, Inc.

178,981

1,221

1

MEDTOX Scientific, Inc.

23,932


TOTAL

202,913


Metal Containers--1.8%

857

Greif, Inc., Class A

47,135

4,087

1

Mobile Mini, Inc.

116,766

2,913

Silgan Holdings, Inc.

150,369


TOTAL

314,270


COMMON STOCKS--continued

Metal Fabrication--1.1%

2,686

Barnes Group, Inc.

$

83,803

2,628

Dynamic Materials Corp.

110,560


TOTAL

194,363


Miscellaneous Components--0.1%

845

1

Atheros Communications

23,559


Miscellaneous Machinery--1.3%

4,746

Curtiss Wright Corp.

206,783

267

Regal Beloit Corp.

13,542


TOTAL

220,325


Motion Pictures--1.3%

9,388

1

Macrovision Corp.

223,247


Multi-Industry Capital Goods--0.3%

784

1

Ceradyne, Inc.

58,510


Multi-Industry Transportation--0.9%

4,859

1

Hub Group, Inc.

165,303


Office Furniture--0.3%

2,378

Knoll, Inc.

47,108


Office Supplies--1.0%

2,868

1

United Stationers, Inc.

182,806


Offshore Driller--1.2%

3,382

1

Bristow Group, Inc.

160,408

657

1

Hornbeck Offshore Services, Inc.

28,284

520

1

Oceaneering International, Inc.

29,203


TOTAL

217,895


Oil Service, Explore & Drill--2.2%

1,819

1

Dawson Geophysical Co.

99,336

642

1

McDermott International, Inc.

53,247

1,181

1

Parker Drilling Co.

11,125

3,459

1

W-H Energy Services, Inc.

221,653


TOTAL

385,361


Oil Well Supply--1.1%

4,319

1

Oil States International, Inc.

188,913


Optical Reading Equipment--0.4%

2,349

1

ScanSource, Inc.

63,024


Other Communications Equipment--0.8%

5,113

1

Netgear, Inc.

141,426


Other Computer Hardware--0.3%

3,890

1

Smart Modular Technologies (WWH), Inc.

47,808


COMMON STOCKS--continued

Personal Loans--0.4%

334

Cash America International, Inc.

$

12,231

2,427

1

Ezcorp, Inc., Class A

29,221

939

1

World Acceptance Corp.

30,226


TOTAL

71,678


Personnel Agency--1.2%

474

Barrett Business Services, Inc.

11,964

8,186

1

Labor Ready, Inc.

192,862


TOTAL

204,826


Pollution Control--0.5%

1,535

American Ecology, Inc.

31,283

1,506

Waste Holdings, Inc.

48,087


TOTAL

79,370


Printing--1.3%

3,579

1

Cenveo, Inc.

75,195

1,868

1

Consolidated Graphics, Inc.

123,120

2,433

1

Valassis Communications, Inc.

28,880


TOTAL

227,195


Property Liability Insurance--0.2%

1,451

National Interstate Corp.

37,000


Railroad--1.2%

5,113

Wabtec Corp.

208,815


Recreational Goods--0.1%

1,267

1

Smith & Wesson Holding Corp.

23,820


Recreational Vehicles--0.1%

375

Polaris Industries, Inc., Class A

18,510


Regional Bank--0.3%

417

City Bank Lynwood, WA

10,166

914

1

SVB Financial Group

48,150


TOTAL

58,316


Restaurant--1.6%

4,427

1

Buffalo Wild Wings, Inc.

191,335

562

1

Chipotle Mexican Grill, Inc.

49,647

880

1

Red Robin Gourmet Burgers

33,942


TOTAL

274,924


Securities Brokerage--0.1%

425

1

Investment Technology Group, Inc.

16,983


COMMON STOCKS--continued

Semiconductor Manufacturing--1.0%

4,521

1

NetLogic Microsystems, Inc.

$

137,800

709

1

Plexus Corp.

17,193

722

1

Silicon Laboratories, Inc.

25,147


TOTAL

180,140


Services to Medical Professionals--1.2%

2,336

1

American Dental Partners, Inc.

59,965

6,831

1

Nighthawk Radiology Holdings, Inc.

140,924


TOTAL

200,889


Shoes--2.7%

4,046

1

Crocs, Inc.

240,009

2,171

1

Deckers Outdoor Corp.

223,830

382

Wolverine World Wide, Inc.

10,337


TOTAL

474,176


Software Packaged/Custom--6.9%

3,825

1

Blue Coat Systems, Inc.

186,392

2,176

1

COMSYS IT Partners, Inc.

39,516

4,239

1

Double-Take Software, Inc.

64,687

4,086

1

Epicor Software Corp.

53,363

14,992

1

Informatica Corp.

208,988

788

1

Omniture, Inc.

18,006

956

1

Progress Software Corp.

28,919

6,801

1

S1 Corp.

49,443

4,744

1

SPSS, Inc.

194,694

3,715

1

Synchronoss Technologies, Inc.

135,077

8,411

1

VASCO Data Security International, Inc.

222,639


TOTAL

1,201,724


Specialty Chemicals--3.1%

3,313

Chemed Corp.

209,647

8,672

1

Hercules, Inc.

180,031

5,135

Koppers Holdings, Inc.

151,842


TOTAL

541,520


Specialty Machinery--1.4%

564

1

Stratasys, Inc.

24,822

3,711

Woodward Governor Co.

214,310


TOTAL

239,132


Specialty Retailing--0.1%

920

1

Conn’s, Inc.

23,340


COMMON STOCKS--continued

Surveillance-Detection--0.3%

2,635

1

Lo-Jack Corp.

$

56,178


Telecommunications Equipment & Services--4.4%

775

Adtran, Inc.

20,220

11,033

1

Arris Group, Inc.

163,509

6,862

1

C-COR Electronics, Inc.

92,294

2,918

1

CommScope, Inc.

158,827

4,319

1

Comtech Telecommunications Corp.

187,747

5,354

1

Dycom Industries, Inc.

149,644


TOTAL

772,241


Toys & Games--0.1%

876

1

Marvel Entertainment, Inc.

21,225


Undesignated Consumer Cyclicals--5.1%

4,790

1

Blackboard, Inc.

211,862

2,097

1

Capella Education Co.

93,757

4,007

DeVRY, Inc.

129,827

612

1

PRA International

17,705

1,659

1

Parexel International Corp.

67,073

421

Strayer Education, Inc.

63,794

1,771

1

Sykes Enterprises, Inc.

29,647

4,609

1

TeleTech Holdings, Inc., Class A

135,182

3,155

Watson Wyatt & Co. Holdings

140,555


TOTAL

889,402


Undesignated Consumer Staples--0.2%

973

1

USANA, Inc.

39,270


TOTAL COMMON STOCKS (IDENTIFIED COST $16,500,140)

17,090,189


MUTUAL FUND--1.8%

317,904

2,3

Prime Value Obligations Fund, Institutional Shares, 5.25%
(AT NET ASSET VALUE)

317,904


TOTAL INVESTMENTS--99.6% (IDENTIFIED COST $16,818,044)4

17,408,093


OTHER ASSETS AND LIABILTIES--NET--0.4%

70,682


TOTAL NET ASSETS--100%

$

17,478,775


1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 The cost of investments for federal tax purposes amounts to $16,830,661.

Note: The categories of investments are shown as a percentage of total net assets at July 31, 2007.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

July 31, 2007

Assets:

   

   

Total investments in securities, at value including $317,904 of investments in an affiliated issuer (Note 5) (identified cost $16,818,044)

$

17,408,093

Income receivable

1,743

Receivable for investments sold

460,160

Receivable for shares sold

478,519


TOTAL ASSETS

18,348,515


Liabilities:

Payable for investments purchased

$

817,200

Payable for shares redeemed

7,960

Payable to bank

330

Payable for Directors’/Trustees’ fees

241

Payable for distribution services fee (Note 5)

579

Payable for shareholder services fee (Note 5)

676

Accrued expenses

42,754


TOTAL LIABILITIES

869,740


Net assets for 1,343,474 shares outstanding

$

17,478,775


Net Assets Consist of:

Paid-in capital

$

16,728,244

Net unrealized appreciation of investments

590,049

Accumulated net realized gain on investments

160,482


TOTAL NET ASSETS

$

17,478,775


Net Asset Value, Offering Price and Redemption Proceeds Per Share

Institutional Shares:

Net asset value per share ($16,244,826 ÷ 1,247,445 shares outstanding),
no par value, unlimited shares authorized

$13.02


Offering price per share

$13.02


Redemption proceeds per share

$13.02


Class A Shares:

Net asset value per share ($532,355 ÷ 41,100 shares outstanding),
no par value, unlimited shares authorized

$12.95


Offering price per share (100/94.50 of $12.95)1

$13.70


Redemption proceeds per share

$12.95


Class C Shares:

Net asset value per share ($701,594 ÷ 54,929 shares outstanding),
no par value, unlimited shares authorized

$12.77


Offering price per share

$12.77


Redemption proceeds per share (99.00/100 of $12.77)1

$12.64


1 See What Do Shares Cost? in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended July 31, 2007

Investment Income:

   

   

   

Dividends (including $2,293 received from an affiliated issuer (Note 5))

$

22,391

Interest

3,132


TOTAL INCOME

25,523


Expenses:

Investment adviser fee (Note 5)

$

59,891

Administrative personnel and services fee (Note 5)

230,037

Custodian fees

23,652

Transfer and dividend disbursing agent fees and expenses

47,616

Directors’/Trustees’ fees

225

Auditing fees

14,363

Legal fees

7,624

Portfolio accounting fees

74,199

Distribution services fee--Class A Shares (Note 5)

236

Distribution services fee--Class C Shares (Note 5)

4,051

Shareholder services fee--Class A Shares (Note 5)

654

Shareholder services fee--Class C Shares (Note 5)

892

Share registration costs

61,004

Printing and postage

18,732

Insurance premiums

6,086

Miscellaneous

3,102


TOTAL EXPENSES

552,364


Waivers and Reimbursements:

Waiver/reimbursement of investment adviser fee (Note 5)

$

(59,891

)

Waiver of administrative personnel and services fee (Note 5)

(106,394

)

Waiver of transfer and dividend disbursing agent fees and expenses

(13,076

)

Waiver of portfolio accounting fees

(21,438

)

Reimbursement of other operating expenses (Note 5)

(268,027

)


TOTAL WAIVERS AND REIMBURSEMENTS

(468,826

)


Net expenses

83,538


Net investment income (loss)

(58,015

)


Realized and Unrealized Gain on Investments:

Net realized gain on investments

239,622

Net change in unrealized depreciation of investments

617,453


Net realized and unrealized gain on investments

857,075


Change in net assets resulting from operations

$

799,060


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

   

Year Ended
7/31/2007

   

Period
Ended
7/31/2006

1


Increase (Decrease) in Net Assets

Operations:

Net investment income (loss)

$

(58,015

)

$

(5,109

)

Net realized gain (loss) on investments

239,622

(21,125

)

Net change in unrealized appreciation/depreciation of investments

617,453

(27,404

)


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

799,060

(53,638

)


Share Transactions:

Proceeds from sale of shares

16,603,113

954,007

Cost of shares redeemed

(655,023

)

(168,744

)


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

15,948,090

785,263


Change in net assets

16,747,150

731,625


Net Assets:

Beginning of period

731,625

--


End of period

$

17,478,775

$

731,625


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

July 31, 2007

1. ORGANIZATION

Federated MDT Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of eight portfolios. The financial statements included herein are only those of Federated MDT Small Cap Growth Fund (the “Fund”), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held. Each portfolio pays its own expenses. The Fund offers three classes of shares: Institutional Shares, Class A Shares and Class C Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. The financial highlights of the Class A Shares and Class C Shares are presented separately. The primary investment objective of the Fund is long-term capital appreciation.

MDT Small Cap Growth Fund (the “Predecessor Fund”) was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. The Fund is the successor to the Predecessor Fund, which commenced operations on September 15, 2005.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund’s portfolio securities are determined as follows:

  • for equity securities, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available;
  • in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;
  • for investments in other open-end registered investment companies, based on net asset value (NAV);
  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the “Trustees”) may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • prices for total return swaps are based upon a valuation model determined by management incorporating underlying reference indexes, interest rates, yield curves and other market data or factors; prices for credit default swaps are furnished by an independent pricing service and are based upon a valuation model incorporating default probabilities, recovery rates and other market data or factors; prices for interest rate swaps are furnished by an independent pricing service and are based upon a valuation model incorporating interest rates, yield curves and other market data or factors;
  • for mortgage-backed securities, based on the aggregate investment value of the projected cash flows to be generated by the security, as furnished by an independent pricing service;
  • for other fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices (other than prices of mortgage-backed securities) are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities, except that prices for corporate fixed-income and asset-backed securities traded in the United States are generally intended to be indicative of the mean between such bid prices and asked prices. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities using the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates are generally determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation is done by others under the direction of Fund management. An event is considered material if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund’s custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund’s adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date. Distributions of net investment income, if any, are declared and paid annually. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each class may bear certain expenses unique to that class such as distribution and shareholder services fees. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed-income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Institutional Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

1,263,095

$

15,852,998

33,093

$

353,962

Shares redeemed

(37,007

)

(478,571

)

(11,736

)

(133,278

)


NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

1,226,088

$

15,374,427

21,357

  $

220,684



   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class A Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

38,516

$

455,091

17,938

$

198,850

Shares redeemed

(12,243

)

(147,029

)

(3,111

)

(34,280

)


NET CHANGE RESULTING FROM
CLASS A SHARE TRANSACTIONS

26,273

$

308,062

14,827

  $

164,570


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class C Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

24,628

$

295,024

33,176

$

401,195

Shares redeemed

(2,775

)

(29,423

)

(100

)

(1,186

)


NET CHANGE RESULTING FROM
CLASS C SHARE TRANSACTIONS

21,853

$

265,601

33,076


  $

400,009


NET CHANGE RESULTING FROM SHARE TRANSACTIONS

1,274,214



$

15,948,090

69,260

    $

785,263


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

Redemption Fees

Prior to December 11, 2006, the Fund imposed a 2.00% redemption fee to shareholders of the Fund’s Institutional Shares, Class A Shares and Class C Shares who redeem shares held for 30 days or less. Shares acquired by reinvestment of dividends or distributions of the Fund, or purchased pursuant to the Systematic Investment Program or withdrawn pursuant to the Systematic Withdrawal Program, were not subject to the redemption fee. All redemption fees were recorded by the Fund as additions to paid-in capital. For the year ended July 31, 2007, there were no redemption fees.

4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to differing treatments for net operating loss.

For the year ended July 31, 2007, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)


Undistributed
Net Investment
Income (Loss)

Accumulated
Net Realized
Gains


$58,015

$(58,015)


Net investment income (loss), net realized gains (losses), and net assets were not affected by this reclassification.

As of July 31, 2007, the components of distributable earnings on a tax basis were as follows:


Undistributed ordinary income

   

$

149,765


Undistributed long-term capital gain

   

$

23,334


Net unrealized appreciation

   

$

577,432


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to differing treatments for the deferral of losses on wash sales.

At July 31, 2007, the cost of investments for federal tax purposes was $16,830,661. The net unrealized appreciation of investments for federal tax purposes was $577,432. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $1,265,902 and net unrealized depreciation from investments for those securities having an excess of cost over value of $688,470.

The Fund used capital loss carryforwards of $1,761 to offset taxable capital gains realized during the year ended July 31, 2007.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated MDTA LLC is the Fund’s investment adviser (the “Adviser”). The advisory agreement between the Fund and Adviser provides for an annual fee equal to 1.15% of the Fund’s average daily net assets. Prior to December 8, 2006, the Adviser received an annual investment adviser fee equal to 1.25% of the Fund’s average daily net assets. Under the investment advisory contract, which is subject to annual review by the Trustees, the Adviser will waive all or a portion of the advisory fee and/or reimburse certain operating expenses (excluding interest, taxes and brokerage commissions) in order to contractually limit the Fund’s aggregate annual operating expenses to no more than the following annual percentages for each Class of the Fund based on average daily net assets:


Share Class


Percentage of Average Daily
Net Assets of Class


Institutional Shares

1.80%


Class A Shares

2.05%


Class C Shares

2.80%


The Adviser has agreed to keep these contractual limitations in place through December 8, 2008.

In addition, after fulfilling its contractual commitment, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. For the year ended July 31, 2007, the Adviser waived $59,856 and reimbursed $268,027 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement (the “Agreement”), provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:


Administrative Fee

Average Aggregate Daily Net Assets
of the Federated Funds


0.150%

on the first $5 billion


0.125%

on the next $5 billion


0.100%

on the next $10 billion


0.075%

on assets in excess of $20 billion


The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. During the period from July 15, 2006 through December 8, 2006, the administrator contractually agreed to waive a portion of its fee which it would otherwise be entitled to receive from the Fund under the Agreement. The level of fees payable by the Fund to FAS for the period will not exceed the level of fees which the Fund would have paid during the period to its previous service provider under its previous administrative services contract. In addition, FAS may voluntarily choose to waive any portion of its fee. For the year ended July 31, 2007, the net fee paid to FAS was 2.387% of average daily net assets of the Fund. FAS waived $106,394 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act which became effective on December 11, 2006. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund’s Class A Shares and Class C Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses of up to the following percentages of average daily net assets annually, to compensate FSC:

Share Class

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

0.75%


Prior to December 11, 2006, the Fund incurred distribtuion expenses according to the following schedule annually, to compensate FSC:


Share Class

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

1.00%


When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended July 31, 2007, FSC retained $3,751 of fees paid by the Fund.

Sales Charges

For the year ended July 31, 2007, FSC retained $374 in sales charges from the sale of Class A Shares. See “What Do Shares Cost?” in the Prospectus.

Shareholder Services Fee

Effective December 11, 2006, the Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund’s Class A Shares and Class C Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. For the year ended July 31, 2007, FSSC did not receive any fees paid by the Fund.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses so that the total operating expenses (including the distribution (12b-1) fee) paid by the Fund’s Institutional Shares, Class A Shares and Class C Shares (after the voluntary waivers and reimbursements) will not exceed 1.50%, 1.75% and 2.50%, respectively, for the fiscal year ending July 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after September 30, 2008.

General

Certain of the Officers and Trustees of the Fund are Officers and Directors or Trustees of the above companies.

Transactions with Affiliated Companies

Affiliated holdings are mutual funds which are managed by the Adviser or an affiliate of the Adviser. The Adviser has agreed to reimburse the Fund for certain investment adviser fees as a result of transactions in other affiliated mutual funds. For the year ended July 31, 2007, the Adviser reimbursed $35 in connection with the affiliated mutual fund listed below. Transactions with the affiliated company during the year ended July 31, 2007 are as follows:

Affiliate

    

Balance of
Shares Held
7/31/2006

    

Purchases/
Additions

    

Sales/
Reductions

    

Balance of
Shares Held
7/31/2007

    

Value

    

Dividend
Income


Prime Value Obligations Fund, Institutional Shares

--

2,121,581

1,803,677

317,904

$317,904

$2,293


6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the year ended July 31, 2007, were as follows:


Purchases

   

$

23,896,517


Sales

$

8,396,404


7. LINE OF CREDIT

The Fund participates in a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the Fund did not utilize the LOC.

8. INTERFUND LENDING

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (SEC), the Fund, along with other funds advised by subsidiaries of Federated Investors, Inc., may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from other participating affiliated funds. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the program was not utilized.

9. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, “Federated”), along with various investment companies sponsored by Federated (“Funds”) were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated’s first public announcement that it had received requests for information on shareholder trading activities in the Funds from the SEC, the Office of the New York State Attorney General (“NYAG”), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as late as a fund’s last NAV calculation in the first required financial statement reporting period. As a result, the Fund will adopt FIN 48 no later than January 31, 2008. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund’s financial statement disclosures.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF FEDERATED MDT SERIES AND SHAREHOLDERS OF FEDERATED MDT SMALL CAP GROWTH FUND

We have audited the accompanying statement of assets and liabilities of Federated MDT Small Cap Growth Fund (the “Fund”) (one of the portfolios constituting Federated MDT Series), including the portfolio of investments, as of July 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated MDT Small Cap Growth Fund, a portfolio of Federated MDT Series, at July 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

Ernst & Young LLP

Boston, Massachusetts
September 19, 2007

Board of Trustees and Trust Officers

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Trust comprised eight portfolios, and the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund’s Statement of Additional Information includes additional information about Trust Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years, Other Directorships Held and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex’s Executive Committee.

Previous Positions: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: August 2006

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for interested status: John F. Donahue is the father of J. Christopher Donahue; both are interested due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is interested because his son-in-law is employed by the Funds principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years, Other Directorships Held and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: Ausust 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children’s Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).


Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant.

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Thomas M. ONeill
Birth Date: June 14, 1951
95 Standish Street
P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting).

Other Directorships Held: Director, Midway Pacific (lumber); Board of Overseers, Children’s Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Previous Positions: Public Relations/Marketing Consultant/Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College.

Other Directorships Held: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation.


OFFICERS


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
SECRETARY
Began serving: August 2006

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.


Richard A. Novak
Birth Date: December 25, 1963
TREASURER
Began serving: August 2006

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Previous Positions: Controller of Federated Investors, Inc.; Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.


Brian P. Bouda
Birth Date: February 28, 1947
SENIOR VICE PRESIDENT AND
CHIEF COMPLIANCE OFFICER
Began serving: August 2006

Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.


Evaluation and Approval of Advisory Contract

FEDERATED MDT SMALL CAP GROWTH FUND (THE FUND)

The Fund’s Board reviewed the Fund’s investment advisory contract at meetings held in May 2007. The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

In this connection, the Federated funds had previously appointed a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated fund. The Senior Officer has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below. The Board considered that evaluation, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with and considered judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser’s fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser’s cost of providing the services; the extent to which the Adviser may realize “economies of scale” as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser’s services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for what might be viewed as like services, and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise and accompany the Senior Officer’s evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board’s formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board also received information on particular matters as the need arose. Thus, the Board’s consideration of the advisory contract included review of the Senior Officer’s evaluation, accompanying data and additional reports covering such matters as: the Adviser’s investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or “peer group” funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund’s investment objectives; the Fund’s expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund’s portfolio securities (if any); and the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates. The Board also considered the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund’s relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The Board’s evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund’s performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund’s investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund’s ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund’s investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser’s investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated’s fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, using data supplied by independent fund ranking organizations, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups are highly important in judging the reasonableness of proposed fees.

The Fund’s performance fell below the median of the relevant peer group for the one year period ending December 31, 2006. The Board discussed the Fund’s performance with the Adviser and recognized the efforts being undertaken by the Adviser. The Board will continue to monitor these efforts and the performance of the Fund.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated’s subsidiaries for providing other services to the Federated funds under separate contracts (e.g., for serving as the Federated funds’ administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades. In addition, the Board considered the fact that, in order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have disclosed to fund investors and/or indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs (and the unavoidable arbitrary aspects of that exercise) and the lack of consensus on how to allocate those costs may render such allocation reports unreliable. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board and the Senior Officer also reviewed a report compiled by Federated comparing profitability information for Federated to other publicly held fund management companies. In this regard, the Senior Officer noted the limited availability of such information, but nonetheless concluded that Federated’s profit margins did not appear to be excessive and the Board agreed.

The Senior Officer’s evaluation also discussed the notion of possible realization of “economies of scale” as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in areas such as personnel and processes for the portfolio management, compliance, and risk management functions; distribution efforts; and systems technology; that support all of the Federated funds, and that the benefits of these efforts (as well as any economies, should they exist) were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which (as discussed in independently prepared materials included in the Senior Officer’s evaluation) is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with “breakpoints” that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated’s fund advisory services at this time.

It was noted that for the Fund’s most recently completed fiscal year, the Fund’s investment advisory fee was waived in its entirety. The Board reviewed the contractual fee rate and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive.

The Senior Officer’s evaluation noted his belief that the information and observations contained in his evaluation supported his finding that the proposed management fees are reasonable, and that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. Under these circumstances, no changes were recommended to, and no objection was raised to the continuation of the Fund’s advisory contract. For 2006, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser’s industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board’s approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were necessarily relevant to the Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board’s decision to approve the contract reflects its determination that Federated’s performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from Federated’s website at FederatedInvestors.com. To access this information from the “Products” section of the website, click on the “Prospectuses and Regulatory Reports” link under “Related Information,” then select the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Prospectuses and Regulatory Reports” link. Form N-PX filings are also available at the SEC’s website at www.sec.gov.

Quarterly Portfolio Schedule

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC.
(Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the “Products” section of Federated’s website at FederatedInvestors.com by clicking on “Portfolio Holdings” under “Related Information,” then selecting the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page click, on the “Portfolio Holdings” link.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Fund’s prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

 

Federated Investors
World-Class Investment Manager

Federated MDT Small Cap Growth Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R759

37315 (9/07)

Federated is a registered mark of Federated Investors, Inc.
2007 ©Federated Investors, Inc.

 

 

Federated Investors
World-Class Investment Manager

Federated MDT Small Cap Value Fund

Established 2005

A Portfolio of Federated MDT Series

ANNUAL SHAREHOLDER REPORT

July 31, 2007

Class A Shares
Class C Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLE
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND FUND OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Financial Highlights--Class A Shares

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period:

$10.61

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.05

)3

(0.07

)3

Net realized and unrealized gain on investments

0.81

0.68


TOTAL FROM INVESTMENT OPERATIONS

0.76

0.61


Net Asset Value, End of Period

$11.37

$10.61


Total Return4

7.16

%

6.10

%


 

Ratios to Average Net Assets:


Net expenses

1.75

%

2.00

%5


Net investment income (loss)

(0.44

)%

(0.59

)%5


Expense waiver/reimbursement6

4.45

%

34.07

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$2,950

$699


Portfolio turnover

240

%

124

%


1 MDT Small Cap Value Fund (the Predecessor Fund) was reorganized into Federated MDT Small Cap Value Fund (the Fund) as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Financial Highlights--Class C Shares

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$10.54

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.14

)3

(0.15

)3

Net realized and unrealized gain on investments

0.81

0.69


TOTAL FROM INVESTMENT OPERATIONS

0.67

0.54


Net Asset Value, End of Period

$11.21

$10.54


Total Return4

6.36

%

5.40

%


 

Ratios to Average Net Assets:


Net expenses

2.50

%

2.75

%5


Net investment income (loss)

(1.20

)%

(1.34

)%5


Expense waiver/reimbursement6

4.06

%

34.07

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$951

$51


Portfolio turnover

240

%

124

%


1 The Predecessor Fund was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of cost: (1) transaction costs, including sales charges (loads) on purchase or redemption payments; and (2) ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2007 to July 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase or redemption payments. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

   

Beginning
Account Value
2/1/2007

   

Ending
Account Value
7/31/2007

   

Expenses Paid
During Period1


Actual:


Class A Shares

$1,000

$981.90

$8.60


Class C Shares

$1,000

$978.20

$12.26


Hypothetical (assuming a 5% return before expenses):


Class A Shares

$1,000

$1,016.12

$8.75


Class C Shares

$1,000

$1,012.40

$12.47


1 Expenses are equal to the Funds annualized net expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The annualized net expense ratios are as follows:


Class A Shares

   

1.75%


Class C Shares

2.50%


Management’s Discussion of Fund Performance

The fund's total return for the fiscal year ended July 31, 2007 was 7.16% for Class A Shares and 6.36% for Class C Shares.1 The total return of the Russell 2000® Value Index2 (Russell 2000® Value) was 7.67% for the same period. The fund's total return for the fiscal year reflected actual cash flows, transaction costs and other expenses which were not reflected in the total return of the Russell 2000® Value. The total return of the Lipper Small-Cap Value Funds Index3 was 13.52% for the same period.

MARKET OVERVIEW

Over the twelve month reporting period ended July 31, 2007, domestic equity markets enjoyed a positive, if somewhat rocky, performance highlighted by a sudden decline in late February and another decline as the reporting period ended in July. The Russell 3000® Index,4 which represents the performance of the 3000 largest U.S. companies by market capitalization, finished the period up a solid 16.08%. Mid-cap stocks lead the way as demonstrated by the 18.93% return on the Russell Midcap® Index,5 which exceeded the 15.48% and 12.12% results for

1 The fund is the successor to the MDT Small Cap Value Fund pursuant to a reorganization that took place on December 8, 2006. Prior to that date, the fund had no investment operations. Accordingly, the performance information provided is historical information of the MDT Small Cap Value Fund. Small Company stocks may be less liquid and subject to greater price volatility than large capitalization stocks.

2 The Russell 2000® Value Index offers investors access to the small-cap value segment of the U.S. equity universe. The Russell 2000 Value is constructed to provide a comprehensive and unbiased barometer of the small-cap value market. Based on ongoing empirical research of investment manager behavior, the methodology used to determine value probability approximates the aggregate small-cap value managers opportunity set. The index is unmanaged and investments can not be made directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

4 The Russell 3000® Index offers investors access to the broad U.S. equity universe representing approximately 98% of the U.S. market. The Russell 3000 is constructed to provide a comprehensive, unbiased, and stable barometer of the broad market and is completely reconstituted annually to ensure new and growing equities are reflected.

5 The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 31% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments can not be made directly in an index.

Performance data quoted represents past performance and is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time, and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

the Russell Top 200® Index6 and the Russell 2000® Index,7 respectively. Growth stocks outperformed value stocks by a wide margin during the year with the Russell 3000® Growth Index8 returning 19.24% as compared to 12.97% for the Russell 3000® Value Index.9

The best performing sectors during the reporting period in the Russell 3000® Index were Materials (up 35.67%), Telecommunication Services (up 30.35%) and Information Technology (up 29.43%). Underperforming sectors included Financials (up just 2.11%, negatively influenced by a disruption in credit markets late in the reporting period), Health Care (up 8.23%) and Consumer Staples (up 11.12%).

Fund Performance

The most significant contributors to the fund’s performance relative to the Russell 2000® Value were its overweight in the Industrials and Materials sectors and its stock selection in the Financials sector. Stock selection in the Consumer Discretionary sector also provided a modest contribution to relative performance. The fund was negatively impacted by its stock selection in the Information Technology sector. The fund’s underweight in this sector also detracted moderately from relative performance.

Individual stocks contributing to the fund’s performance relative to the Russell 2000® Value included: Belden CDT Inc., Cleveland Cliffs Inc., Warnaco Group Inc., Greif Inc., and NBTY Inc.

Individual stocks detracting from the fund’s performance relative to the Russell 2000® Value included: Amerco, EGL Inc., USEC Inc., RPC Inc., and Houston Exploration Co.

6 Russell Top 200® Index measures the performance of the 200 largest companies in the Russell 1000 Index, which represents approximately 69% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments can not be made directly in an index.

7 The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index. The index is unmanaged and investments can not be made directly in an index.

8 The Russell 3000® Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000 Growth or the Russell 2000 Growth indexes. The index is unmanaged and investments can not be made directly in an index.

9 The Russell 3000® Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000 Value or the Russell 2000 Value indexes. The index is unmanaged and investments can not be made directly in an index.

GROWTH OF A $10,000 INVESTMENT - CLASS A SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT Small Cap Value Fund (Class A Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell 2000 Value Index (Russell 2000 Value)2 and the Lipper Small-Cap Value Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

1.25%


Start of Performance (9/15/2005)

3.91%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum sales charge of 5.50%.

1 Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charge of 5.50% ($10,000 investment minus $550 sales charge = $9,450). The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 2000 Value and the Lipper Small-Cap Value Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 2000 Value Index is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

GROWTH OF A $10,000 INVESTMENT - CLASS C SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT Small Cap Value Fund (Class C Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell 2000 Value Index (Russell 2000 Value)2 and the Lipper Small-Cap Value Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

5.36%


Start of Performance (9/15/2005)

6.28%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum contingent deferred sales charge (CDSC) of 1.00%, as applicable.

1 Represents a hypothetical investment of $10,000 in the Fund. The maximum CDSC is 1.00% on any redemptions less than one year from the purchase date. The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 2000 Value and the Lipper Small-Cap Value Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 2000 Value Index is not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

Portfolio of Investments Summary Table

At July 31, 2007, the Fund’s industry composition1 was as follows:

Industry

   

Percentage of
Total Net Assets


Regional Bank

12.9

%


Property Liability Insurance

7.5

%


Electric Utility

6.8

%


Multi-Line Insurance

5.9

%


Gas Distributor

3.4

%


Crude Oil & Gas Production

3.2

%


Savings & Loan

2.8

%


Specialty Retailing

2.8

%


Life Insurance

2.5

%


Oil Refiner

2.1

%


Insurance Brokerage

2.0

%


Metal Fabrication

1.7

%


Auto Rentals

1.6

%


Oil Service, Explore & Drill

1.6

%


Maritime

1.4

%


Paper Products

1.4

%


Undesignated Consumer Cyclicals

1.4

%


Specialty Machinery

1.3

%


Telecommunication Equipment & Services

1.3

%


Agricultural Chemicals

1.2

%


Personal Loans

1.2

%


Miscellaneous Components

1.1

%


Other2

32.0

%


Cash Equivalents3

1.1

%


Other Assets and Liabilities--Net4

(0.2

)%


TOTAL

100.0

%


1 Except for Cash Equivalents and Other Assets and Liabilities, industry classifications are based upon, and individual portfolio securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS.

2 For purposes of this table, industry classifications which constitute less than 1.0% of the Funds total net assets have been aggregated under the designation Other.

3 Cash Equivalents include any investments in money market mutual funds and/or overnight repurchase agreements.

4 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

Portfolio of Investments

July 31, 2007

Shares

   

   

Value


COMMON STOCKS--99.1%

Advertising--0.1%

642

1

Greenfield Online, Inc.

$

10,426


Agricultural Chemicals--1.2%

447

CF Industries Holdings, Inc.

25,694

6,366

1

Terra Industries, Inc.

156,158


TOTAL

181,852


Agricultural Machinery--0.3%

840

1

Gehl Co.

21,487

641

Lindsay Corp.

26,063


TOTAL

47,550


Airline - National--0.4%

1,203

1

Atlas Air Worldwide Holdings, Inc.

65,215


Airline - Regional--0.3%

2,452

1

Republic Airways Holdings, Inc.

47,299


Apparel--1.0%

4,127

1

Warnaco Group, Inc.

149,026


Auto Original Equipment Manufacturers--0.7%

3,935

American Axle & Manufacturing Holdings, Inc.

95,227

446

Sun Hydraulics Corp.

13,255


TOTAL

108,482


Auto Rentals--1.6%

3,298

1

AMERCO

210,577

806

1

Dollar Thrifty Automotive Group

29,758


TOTAL

240,335


Biotechnology--0.4%

2,481

1

Emergent Biosolutions, Inc.

23,048

604

1

PharmaNet Development Group, Inc.

16,912

1,498

1

Regeneration Technologies, Inc.

16,059


TOTAL

56,019


Book Publishing--0.5%

2,397

1

Scholastic Corp.

77,135


Cellular Communications--0.5%

3,132

1

USA Mobility, Inc.

74,761


Clothing Stores--0.3%

1,576

1

Fossil, Inc.

40,267


COMMON STOCKS--continued

Computer Services--0.7%

5,447

1

Synnex Corp.

$

110,683


Computer Stores--0.4%

2,839

1

Insight Enterprises, Inc.

64,048


Construction Machinery--0.9%

1,763

Manitowoc, Inc.

136,932


Contracting--0.8%

1,397

1

Emcor Group, Inc.

50,152

94

Granite Construction, Inc.

6,109

3,045

1

ICF International, Inc.

62,940


TOTAL

119,201


Crude Oil & Gas Production--3.2%

941

Berry Petroleum Co., Class A

35,015

7,960

1

Rosetta Resources, Inc.

143,360

5,574

1

Stone Energy Corp.

181,155

3,019

1

Swift Energy Co.

129,032


TOTAL

488,562


Defense Aerospace--0.6%

1,599

1

LMI Aerospace, Inc.

35,450

238

1

TransDigm Group, Inc.

9,806

647

Triumph Group, Inc.

49,308


TOTAL

94,564


Defense Electronics--0.8%

2,594

EDO Corp.

85,732

2,550

1

Herley Industries, Inc.

36,235


TOTAL

121,967


Discount Department Stores--0.2%

2,287

Freds, Inc., Class A

27,147


Diversified Leisure--0.3%

987

1

Coinstar, Inc.

30,617

2,288

1

Six Flags, Inc.

8,717


TOTAL

39,334


Drug Stores--0.8%

2,374

Longs Drug Stores Corp.

114,807


Electric & Electronic Original Equipment Manufacturers--0.2%

961

Cubic Corp.

26,456


COMMON STOCKS--continued

Electric Utility--6.8%

4,636

Allete, Inc.

$

203,242

3,086

Avista Corp.

61,165

374

Black Hills Corp.

13,950

4,607

Cleco Corp.

109,416

2,808

1

El Paso Electric Co.

65,342

2,090

Empire Distribution Electric Co.

45,332

1,474

Idacorp, Inc.

45,635

5,370

PNM Resources, Inc.

138,707

7,635

Portland General Electric Co.

205,458

1,231

UIL Holdings Corp.

36,413

3,154

UniSource Energy Corp.

95,976


TOTAL

1,020,636


Electrical Equipment--0.9%

586

Robbins & Myers, Inc.

30,900

2,013

Smith (A.O.) Corp.

97,731


TOTAL

128,631


Electronic Components--0.1%

1,389

Methode Electronics, Inc., Class A

22,460


Electronic Instruments--0.4%

737

Analogic Corp.

48,929

249

1

Axsys Technologies, Inc.

7,296


TOTAL

56,225


Financial Services--0.9%

2,997

1

CompuCredit Corp.

78,671

727

Deluxe Corp.

27,452

1,605

Lakeland Financial Corp.

36,417

2

Security Bank Corp.

28


TOTAL

142,568


Food Wholesaling--0.2%

685

Nash Finch Co.

27,585


Gas Distributor--3.4%

1,146

Atmos Energy Corp.

32,168

2,641

Laclede Group, Inc.

78,042

1,902

NICOR, Inc.

74,958

260

New Jersey Resources Corp.

12,220

828

Northwest Natural Gas Co.

34,503

COMMON STOCKS--continued

Gas Distributor--continued

6,159

Southwest Gas Corp.

$

191,422

2,810

WGL Holdings, Inc.

84,131


TOTAL

507,444


Generic Drugs--0.8%

6,361

Perrigo Co.

118,633


Greeting Cards--0.5%

3,005

American Greetings Corp., Class A

74,314


Grocery Chain--0.4%

2,160

Ruddick Corp.

60,048


Home Health Care--0.1%

270

1

Amerigroup Corp.

7,474


Household Appliances--0.5%

3,118

1

Goodman Global, Inc.

75,206


Insurance Brokerage--2.0%

5,274

1

AmTrust Financial Services, Inc.

77,370

6,410

Odyssey Re Holdings Corp.

225,632


TOTAL

303,002


International Bank--0.2%

713

Preferred Bank Los Angeles, CA

27,379


Internet Services--0.4%

2,336

1

Keynote Systems, Inc.

35,017

4,185

1

RealNetworks, Inc.

29,797


TOTAL

64,814


Leasing--0.8%

4,046

Financial Federal Corp.

114,704


Life Insurance--2.5%

5,068

Delphi Financial Group, Inc., Class A

203,582

13,187

Phoenix Cos., Inc.

181,848


TOTAL

385,430


Major Steel Producer--0.4%

2,043

Ryerson, Inc.

65,560


Maritime--1.4%

1,039

Eagle Bulk Shipping, Inc.

27,346

3,278

1

Genco Shipping & Trading Ltd.

184,650


TOTAL

211,996


Metal Containers--0.2%

480

Greif Brothers Corp., Class A

26,400


COMMON STOCKS--continued

Metal Fabrication--1.7%

880

Olympic Steel, Inc.

$

23,118

11,347

Worthington Industries, Inc.

234,883


TOTAL

258,001


Mini-Mill Producer--0.9%

75

Commercial Metals Corp.

2,313

118

Quanex Corp.

5,317

2,355

Schnitzer Steel Industries, Inc., Class A

127,617


TOTAL

135,247


Miscellaneous Components--1.1%

1,134

1

Cree, Inc.

29,053

1,839

1

MKS Instruments, Inc.

41,745

5,151

1

Zoran Corp.

97,096


TOTAL

167,894


Miscellaneous Food Products--0.8%

4,756

Fresh Del Monte Produce, Inc.

121,991


Miscellaneous Machinery--0.5%

1,780

Curtiss Wright Corp.

77,555


Miscellaneous Metals--0.9%

2,265

Metal Management, Inc.

95,153

2,569

1

USEC, Inc.

43,134


TOTAL

138,287


Multi-Industry Basic--0.7%

4,978

Olin Corp.

103,891


Multi-Line Insurance--5.9%

2,293

1

Amerisafe, Inc.

38,477

2,784

EMC Insurance Group, Inc.

68,570

3,740

FBL Financial Group, Inc., Class A

131,611

1,892

1

FPIC Insurance Group, Inc.

65,804

2,273

Harleysville Group, Inc.

63,667

2,199

Infinity Property & Casualty

96,844

2,833

Midland Co.

134,624

1,572

1

Navigators Group, Inc.

82,231

2,111

Safety Insurance Group, Inc.

70,296

3,533

Zenith National Insurance Corp.

142,592


TOTAL

894,716


Mutual Fund Adviser--0.1%

333

GAMCO Investors, Inc., Class A

17,296


COMMON STOCKS--continued

Natural Gas Production--0.2%

2,105

1

Natural Gas Services Group, Inc.

$

31,175


Office Supplies--0.7%

1,604

1

United Stationers, Inc.

102,239


Offshore Driller--0.9%

3,023

1

Hornbeck Offshore Services, Inc.

130,140


Oil Refiner--2.1%

3,949

Alon USA Energy, Inc.

140,861

6,784

Delek US Holdings, Inc.

179,640


TOTAL

320,501


Oil Service, Explore & Drill--1.6%

368

1

Dawson Geophysical Co.

20,096

2,514

1

Edge Petroleum Corp.

31,199

4,598

1

Grey Wolf, Inc.

34,071

3,245

1

Gulfmark Offshore, Inc.

152,450


TOTAL

237,816


Other Communications Equipment--0.6%

2,489

1

Superior Essex, Inc.

86,742


Other Steel Producer--0.2%

751

1

Northwest Pipe Co.

25,241


Paint & Related Materials--0.2%

1,187

Fuller (H.B.) Co.

32,797


Paper Products--1.4%

1,408

1

Buckeye Technologies, Inc.

21,585

2,269

Neenah Paper, Inc.

87,878

3,454

Rock-Tenn Co., Class A

106,107


TOTAL

215,570


Personal Loans--1.2%

1,411

ASTA Funding, Inc.

50,909

5,008

Advanta Corp., Class B

128,505


TOTAL

179,414


Personnel Agency--0.9%

2,098

CDI Corp.

59,352

1,291

Maximus, Inc.

53,951

3,089

1

Spherion Corp.

27,276


TOTAL

140,579


Pollution Control--0.4%

1,598

CLARCOR, Inc.

55,594


COMMON STOCKS--continued

Poultry Products--0.7%

2,791

Sanderson Farms, Inc.

$

111,277


Printing--0.2%

1,270

Bowne & Co., Inc.

22,022


Property Liability Insurance--7.5%

2,722

1

American Physicians Capital, Inc.

103,218

3,051

1

CNA Surety Corp.

51,562

1,596

1

First Mercury Financial Corp.

31,569

4,581

Horace Mann Educators Corp.

81,679

2,006

1

Meadowbrook Insurance Group, Inc.

18,014

1,602

National Interstate Corp.

40,851

1,859

Nymagic, Inc.

67,630

4,331

1

ProAssurance Corp.

213,865

5,637

RLI Corp.

326,946

3,714

1

Seabright Insurance Holdings, Inc.

67,335

612

Selective Insurance Group, Inc.

12,558

3,236

United Fire & Casualty Co.

111,383


TOTAL

1,126,610


Railroad--0.2%

1,433

1

Genesee & Wyoming, Inc., Class A

36,756


Recreational Goods--0.5%

3,638

Callaway Golf Co.

59,045

578

1

Steinway Musical Instruments, Inc.

19,346


TOTAL

78,391


Regional Bank--12.9%

779

Alabama National Bancorp

41,575

1,149

Arrow Financial Corp.

23,612

997

BancFirst Corp.

40,289

9,169

Bancorpsouth, Inc.

214,096

4,262

Central Pacific Financial Corp.

120,231

1,676

City Bank Lynwood, WA

40,861

1,025

City Holding Co.

33,671

1,013

Columbia Banking Systems, Inc.

25,730

3,004

Community Bank System, Inc.

54,042

1,239

Community Trust Bancorp, Inc.

35,535

2,718

First Commonwealth Financial Corp., PA

25,767

1,329

First Financial Bancorp

16,254

1,379

First Merchants Corp.

27,925

2,010

First State Bancorporation

34,693

COMMON STOCKS--continued

Regional Bank--continued

9,156

FirstMerit Corp.

$

167,829

1,346

Frontier Financial Corp., WA

28,831

926

Great Southern Bancorp, Inc.

23,289

2,917

Greene Bancshares, Inc.

96,436

607

Horizon Financial Corp. - Washington

11,867

726

Iberiabank Corp.

30,594

1,240

Independent Bank Corp. - Massachusetts

33,592

1,529

Integra Bank Corp.

27,583

2,471

NBT Bancorp, Inc.

44,700

4,081

Old National Bancorp

58,766

2,353

Old Second Bancorp, Inc.

64,825

1,761

Park National Corp.

139,911

469

Provident Bankshares Corp.

13,460

674

S.Y. Bancorp, Inc.

15,778

536

SCBT Financial Corp.

15,619

471

Sierra Bancorp

12,646

2,891

South Financial Group, Inc.

62,330

1,530

United Bankshares, Inc.

42,610

1,445

Vineyard National Bancorp

29,897

1,463

Wesbanco, Inc.

32,259

1,251

West Coast Bancorp - Oregon

32,751

5,866

Whitney Holding Corp.

146,591

2,051

Wintrust Financial Corp.

80,830


TOTAL

1,947,275


Resorts--0.2%

4,294

1

Silverleaf Resorts, Inc.

26,150


Restaurant--0.4%

2,260

Landry’s Seafood Restaurants, Inc.

59,867


Rubber--0.8%

5,542

Cooper Tire & Rubber Co.

127,411


Savings & Loan--2.8%

982

Banner Corp.

30,069

853

First Financial Holdings, Inc.

23,082

7,637

First Niagara Financial Group, Inc.

98,212

1,137

ITLA Capital Corp.

48,322

6,325

1

Ocwen Financial Corp.

68,563

COMMON STOCKS--continued

Savings & Loan--continued

3,422

Sterling Financial Corp. - Washington

$

77,714

1,270

WSFS Financial Corp.

70,129


TOTAL

416,091


Securities Brokerage--0.6%

3,750

1

Knight Capital Group, Inc., Class A

53,025

939

1

Piper Jaffray Cos., Inc.

44,997


TOTAL

98,022


Semiconductor Manufacturing--0.8%

2,731

1

Plexus Corp.

66,227

3,727

1

Semtech Corp.

60,564


TOTAL

126,791


Shoes--0.2%

257

1

Deckers Outdoor Corp.

26,497


Software Packaged/Custom--0.7%

1,399

1

EPIQ Systems, Inc.

23,853

340

1

Echelon Corp.

6,708

1,888

1

JDA Software Group, Inc.

42,688

3,608

1

S1 Corp.

26,230


TOTAL

99,479


Specialty Chemicals--0.8%

2,428

1

OM Group, Inc.

117,612


Specialty Machinery--1.3%

1,604

Cascade Corp.

108,735

1,604

Woodward Governor Co.

92,631


TOTAL

201,366


Specialty Retailing--2.8%

2,400

Asbury Automotive Group, Inc.

53,088

5,504

1

Cabela’s, Inc., Class A

112,337

2,184

1

Conn’s, Inc.

55,408

2,415

Pep Boys-Manny Moe & Jack

40,886

3,010

1

Rush Enterprises, Inc.

84,130

3,943

1

Zale Corp.

83,710


TOTAL

429,559


COMMON STOCKS--continued

Telecommunication Equipment & Services--1.3%

1,614

1

ADC Telecommunications, Inc.

$

30,166

1,724

1

Dycom Industries, Inc.

48,186

3,948

1

Oplink Communications, Inc.

63,839

4,896

1

Premiere Global Services, Inc.

56,989


TOTAL

199,180


Toys & Games--0.2%

1,683

1

JAKKS Pacific, Inc.

39,904


Trucking--0.5%

426

1

Saia, Inc.

8,618

3,772

Werner Enterprises, Inc.

73,328


TOTAL

81,946


Undesignated Consumer Cyclicals--1.4%

4,693

Speedway Motorsports, Inc.

173,500

1,189

Viad Corp.

42,745


TOTAL

216,245


Undesignated Consumer Staples--0.2%

554

1

NBTY, Inc.

24,121


TOTAL COMMON STOCKS (IDENTIFIED COST $15,601,384)

14,967,835


MUTUAL FUND--1.1%

160,179

2,3

Prime Value Obligations Fund, Institutional Shares, 5.25% (AT NET ASSET VALUE)

160,179


TOTAL INVESTMENTS--100.2%
(IDENTIFIED COST $15,761,563)4

15,128,014


OTHER ASSETS AND LIABILITIES - NET--(0.2)%

(34,633

)


TOTAL NET ASSETS--100%

$

15,093,381


1 Non-income producing security.

2 7-Day net yield.

3 Affiliated company.

4 The cost of investments for federal tax purposes amounts to $15,826,416.

Note: The categories of investments are shown as a percentage of total net assets at July 31, 2007.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

July 31, 2007

Assets:

   

   

Total investments in securities, at value including $160,179 of investments in an affiliated issuer (Note 5) (identified cost $15,761,563)

$

15,128,014

Cash

46,490

Income receivable

8,774

Receivable for investments sold

1,453,235

Receivable for shares sold

39,245


TOTAL ASSETS

16,675,758


Liabilities:

Payable for investments purchased

$

1,517,772

Payable for shares redeemed

16,902

Payable for Directors’/Trustees’ fees

477

Payable for distribution services fee (Note 5)

696

Payable for shareholder service fees (Note 5)

2,496

Accrued expenses

44,034


TOTAL LIABILITIES

1,582,377


Net assets for 1,324,171 shares outstanding

$

15,093,381


Net Assets Consist of:

Paid-in capital

$

14,891,352

Net unrealized depreciation of investments

(633,549

)

Accumulated net realized gain on investments

835,578


TOTAL NET ASSETS

$

15,093,381


Net Asset Value, Offering Price and Redemption Proceeds Per Share

Institutional Shares:

Net asset value per share ($11,192,438 ÷ 979,818 shares outstanding),
no par value, unlimited shares authorized

$11.42


Offering price per share

$11.42


Redemption proceeds per share

$11.42


Class A Shares:

Net asset value per share ($2,950,417 ÷ 259,541 shares outstanding),
no par value, unlimited shares authorized

$11.37


Offering price per share (100/94.50 of $11.37)1

$12.03


Redemption proceeds per share

$11.37


Class C Shares:

Net asset value per share ($950,526 ÷ 84,812 shares outstanding),
no par value, unlimited shares authorized

$11.21


Offering price per share

$11.21


Redemption proceeds per share (99.00/100 of $11.21)1

$11.10


1 See What Do Shares Cost? in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended July 31, 2007

Investment Income:

   

   

   

Dividends (including $1,266 received from an affiliated issuer (Note 5) and net of foreign taxes withheld of $8)

$

142,622

Interest

10,018


TOTAL INCOME

152,640


Expenses:

Investment adviser fee (Note 5)

$

134,570

Administrative personnel and services fee (Note 5)

230,098

Custodian fees

18,130

Transfer and dividend disbursing agent fees and expenses

51,765

Directors’/Trustees’ fees

621

Auditing fees

14,369

Legal fees

6,324

Portfolio accounting fees

72,498

Distribution services fee--Class A Shares (Note 5)

1,324

Distribution services fee--Class C Shares (Note 5)

4,751

Shareholder services fee--Class A Shares (Note 5)

4,830

Shareholder services fee--Class C Shares (Note 5)

1,165

Share registration costs

61,432

Printing and postage

24,577

Insurance premiums

6,091

Miscellaneous

3,129


TOTAL EXPENSES

635,674


Waivers and Reimbursements:

Waiver/reimbursement of investment adviser fee (Note 5)

$

(134,570

)

Waiver of administrative personnel and services fee (Note 5)

(105,281

)

Waiver of transfer and dividend disbursing agent fees and expenses

(12,318

)

Waiver of portfolio accounting fees

(20,355

)

Reimbursement of other operating expenses (Note 5)

(178,277

)


TOTAL WAIVERS AND REIMBURSEMENTS

(450,801

)


Net expenses

184,873


Net investment income (loss)

(32,233

)


Realized and Unrealized Gain (Loss) on Investments:

Net realized gain on investments

875,788

Net change in unrealized depreciation of investments

(619,049

)


Net realized and unrealized gain on investments

256,739


Change in net assets resulting from operations

$

224,506


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

   

Year Ended
7/31/2007

   

Period
Ended
7/31/2006

1


Increase (Decrease) in Net Assets

Operations:

Net investment income (loss)

$

(32,233

)

$

(1,041

)

Net realized gain (loss) on investments

875,788

(7,977

)

Net change in unrealized appreciation/depreciation of investments

(619,049

)

(14,500

)


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

224,506

(23,518

)


Share Transactions:

Proceeds from sale of shares

16,884,477

1,550,300

Cost of shares redeemed

(3,364,195

)

(178,228

)

Redemption fees

39

--


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

13,520,321

1,372,072


Change in net assets

13,744,827

1,348,554


Net Assets:

Beginning of period

1,348,554

--


End of period

$

15,093,381

$

1,348,554


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

July 31, 2007

1. ORGANIZATION

Federated MDT Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of eight portfolios. The financial statements included herein are only those of Federated MDT Small Cap Value Fund (the “Fund”), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held. Each portfolio pays its own expenses. The Fund offers three classes of shares: Institutional Shares, Class A Shares and Class C Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. The financial highlights of the Institutional Shares are presented separately. The primary investment objective of the Fund is long-term capital appreciation.

MDT Small Cap Value Fund (the “Predecessor Fund”) was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. The Fund is the successor to the Predecessor Fund, which commenced operations on September 15, 2005.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund’s portfolio securities are determined as follows:

  • for equity securities, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available;
  • in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;
  • for investments in other open-end registered investment companies, based on net asset value (NAV);
  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the “Trustees”) may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • prices for total return swaps are based upon a valuation model determined by management incorporating underlying reference indexes, interest rates, yield curves and other market data or factors; prices for credit default swaps are furnished by an independent pricing service and are based upon a valuation model incorporating default probabilities, recovery rates and other market data or factors; prices for interest rate swaps are furnished by an independent pricing service and are based upon a valuation model incorporating interest rates, yield curves and other market data or factors;
  • for mortgage-backed securities, based on the aggregate investment value of the projected cash flows to be generated by the security, as furnished by an independent pricing service;
  • for other fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices (other than prices of mortgage-backed securities) are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities, except that prices for corporate fixed-income and asset-backed securities traded in the United States are generally intended to be indicative of the mean between such bid prices and asked prices. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities using the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates are generally determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation is done by others under the direction of Fund management. An event is considered material if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund’s custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund’s adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date. Distributions of net investment income, if any, are declared and paid annually. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each class may bear certain expenses unique to that class such as distribution and shareholder services fees. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed-income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

Withholding taxes and where appropriate, deferred withholding taxes on foreign interest dividends and capital gains have been provided for in accordance with the applicable country’s tax rules and rates.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:

   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Institutional Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

1,140,726

$

12,999,804

69,922

$

747,384

Shares redeemed

(217,235

)

(2,529,781

)

(13,595

)

(150,455

)

Redemption fees

--

23

--

--


NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

923,491

$

10,470,046

56,327

$

596,929


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class A Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

257,303

$

2,904,620

68,354

$

751,222

Shares redeemed

(63,571

)

(756,151

)

(2,545

)

(27,773

)

Redemption fees

--

13

--

--


NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS


193,732

$

2,148,482

65,809

$

723,449


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061


Class C Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

86,450

$

980,053

4,825

$

51,694

Shares redeemed

(6,463

)

(78,263

)

--

--

Redemption fees

--

3

--

--


NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

79,987

$

901,793

4,825

$

51,694


NET CHANGE RESULTING FROM SHARE TRANSACTIONS


1,197,210

$

13,520,321

126,961

$

1,372,072


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

Redemption Fees

Prior to December 11, 2006, the Fund imposed a 2.00% redemption fee to shareholders of the Fund’s Institutional Shares, Class A Shares and Class C Shares who redeem shares held for 30 days or less. Shares acquired by reinvestment of dividends or distributions of the Fund, or purchased pursuant to the Systematic Investment Program or withdrawn pursuant to the Systematic Withdrawal Program, were not subject to the redemption fee. All redemption fees were recorded by the Fund as additions to paid-in-capital.

4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to differing treatments for net operating loss.

For the year ended July 31, 2007, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)


Undistributed
Net Investment
Income (Loss)

   

Accumulated
Net Realized
Gains


$32,233

   

$(32,233)


Net investment income (loss), net realized gains (losses), and net assets were not affected by this reclassification.

As of July 31, 2007, the components of distributable earnings on a tax basis were as follows:


Undistributed ordinary income

   

$

885,624


Undistributed long-term capital gain

$

14,807


Net unrealized depreciation

$

(698,402

)


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to differing treatments for the deferral of losses on wash sales.

At July 31, 2007, the cost of investments for federal tax purposes was $15,826,416. The net unrealized depreciation of investments for federal tax purposes was $698,402. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $427,015 and net unrealized depreciation from investments for those securities having an excess of cost over value of $1,125,417.

The Fund used capital loss carryforwards of $252 to offset taxable capital gains realized during the year ended July 31, 2007.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated MDTA LLC is the Fund’s investment adviser (the “Adviser”). The advisory agreement between the Fund and Adviser provides for an annual fee equal to 1.15% of the Fund’s average daily net assets. Prior to December 8, 2006, the Adviser received an annual investment adviser fee equal to 1.25% of the Fund’s average daily net assets. Under the investment advisory contract, which is subject to annual review by the Trustees, the Adviser will waive all or a portion of the advisory fee and/or reimburse certain operating expenses (excluding interest, taxes and brokerage commissions) in order to contractually limit the Fund’s aggregate annual operating expenses to no more than the following annual percentages for each Class of the Fund based on average daily net assets:


Share Class

   

Percentage of Average
Daily Net Assets of Class


Institutional Shares

1.80%


Class A Shares

2.05%


Class C Shares

2.80%


The Adviser has agreed to keep these contractual limitations in place through December 8, 2008.

In addition, after fulfilling its contractual commitment, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. For the year ended July 31, 2007, the Adviser waived $134,551 of its fee and reimbursed $178,277 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement (the “Agreement”), provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:


Administrative Fee

   

Average Aggregate Daily Net Assets
of the Federated Funds


0.150%

on the first $5 billion


0.125%

on the next $5 billion


0.100%

on the next $10 billion


0.075%

on assets in excess of $20 billion


The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. During the period from July 15, 2006 through December 8, 2006, the administrator contractually agreed to waive a portion of its fee which it would otherwise be entitled to receive from the Fund under the Agreement. The level of fees payable by the Fund to FAS for the period will not exceed the level of fees which the Fund would have paid during the period to its previous service provider under its previous administrative services contract. In addition, FAS may voluntarily choose to waive any portion of its fee. For the year ended July 31, 2007, the net fee paid to FAS was 1.083% of average daily net assets of the Fund. FAS waived $105,281 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act which became effective December 11, 2006. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund’s Class A Shares and Class C Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses of up to the following percentages of average daily net assets annually, to compensate FSC:


Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

0.75%


Prior to December 11, 2006, the Fund incurred distribution expenses according to the following schedule annually, to compensate FSC:


Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

1.00%


When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended Year July 31, 2007, FSC retained $4,411 of fees paid by the Fund.

Sales Charges

For the year ended July 31, 2007, FSC retained $1,605 in sales charges from the sale of Class A Shares. FSC also retained $464 of contingent deferred sales charges relating to redemptions of Class C Shares. See “What Do Shares Cost?” in the Prospectus.

Shareholder Services Fee

Effective December 11, 2006, the Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund’s Class A Shares and Class C Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. For the year ended July 31, 2007, FSSC did not receive any fees paid by the Fund.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses so that the total operating expenses (including the distribution (12b-1) fee) paid by the Fund’s Institutional Shares, Class A Shares and Class C Shares (after the voluntary waivers and reimbursements) will not exceed 1.50%, 1.75% and 2.50%, respectively, for the fiscal year ending July 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after September 30, 2008.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

Transactions with Affiliated Companies

Affiliated holdings are mutual funds which are managed by the Adviser or an affiliate of the Adviser. The Adviser has agreed to reimburse the Fund for certain investment adviser fees as a result of transactions in other affiliated mutual funds. For the year ended July 31, 2007, the Adviser reimbursed $19 in connection with the affiliated mutual fund listed below. Transactions with the affiliated company during the year ended July 31, 2007 are as follows:

Affiliate

   

Balance of
Shares Held
7/31/2006

   

Purchases/
Additions

   

Sales/
Reductions

   

Balance of
Shares Held
7/31/2007

   

Value

   

Dividend
Income


Prime Value Obligations Fund, Institutional Shares

--

569,124

408,945

160,179

$160,179

$1,266


6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the year ended July 31, 2007, were as follows:


Purchases

   

$

40,384,204


Sales

$

27,009,103


7. LINE OF CREDIT

The Fund participates in a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the Fund did not utilize the LOC.

8. INTERFUND LENDING

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (SEC), the Fund, along with other funds advised by subsidiaries of Federated Investors, Inc., may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from other participating affiliated funds. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the program was not utilized.

9. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, “Federated”), along with various investment companies sponsored by Federated (“Funds”) were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated’s first public announcement that it had received requests for information on shareholder trading activities in the Funds from the SEC, the Office of the New York State Attorney General (“NYAG”), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as late as a fund’s last NAV calculation in the first required financial statement reporting period. As a result, the Fund will adopt FIN 48 no later than January 31, 2008. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund’s financial statement disclosures.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF FEDERATED MDT SERIES AND SHAREHOLDERS OF FEDERATED MDT SMALL CAP VALUE FUND

We have audited the accompanying statement of assets and liabilities of Federated MDT Small Cap Value Fund (the “Fund”) (one of the portfolios constituting Federated MDT Series), including the portfolio of investments, as of July 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated MDT Small Cap Value Fund, a portfolio of Federated MDT Series, at July 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

/s/Ernst & Young LLP

Boston, Massachusetts

September 19, 2007

Board of Trustees and Trust Officers

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Trust comprised eight portfolios, and the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund’s Statement of Additional Information includes additional information about Trust Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex’s Executive Committee.

Previous Positions: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: August 2006

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for interested status: John F. Donahue is the father of J. Christopher Donahue; both are interested due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is interested because his son-in-law is employed by the Funds principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children’s Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment
Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant.

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Thomas M. ONeill
Birth Date: June 14, 1951
95 Standish Street
P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting).

Other Directorships Held: Director, Midway Pacific (lumber); Board of Overseers, Children’s Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Previous Positions: Public Relations/Marketing Consultant/Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began serving: August 2006

   

Principal Occupations: Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College.

Other Directorships Held: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation.


OFFICERS


Name
Birth Date
Positions Held with Trust
Date Began Serving

   

Principal Occupation(s) for Past Five Years and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
SECRETARY
Began serving: August 2006

   

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.


Richard A. Novak
Birth Date: December 25, 1963
TREASURER
Began serving: August 2006

   

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Previous Positions: Controller of Federated Investors, Inc.; Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.


Brian P. Bouda
Birth Date: February 28, 1947
SENIOR VICE PRESIDENT AND
CHIEF COMPLIANCE OFFICER
Began serving: August 2006

   

Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.


Evaluation and Approval of Advisory Contract

FEDERATED MDT SMALL CAP VALUE (THE FUND)

The Fund’s Board reviewed the Fund’s investment advisory contract at meetings held in May 2007. The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

In this connection, the Federated funds had previously appointed a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated fund. The Senior Officer has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below. The Board considered that evaluation, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with and considered judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser’s fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser’s cost of providing the services; the extent to which the Adviser may realize “economies of scale” as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser’s services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for what might be viewed as like services, and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise and accompany the Senior Officer’s evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board’s formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board also received information on particular matters as the need arose. Thus, the Board’s consideration of the advisory contract included review of the Senior Officer’s evaluation, accompanying data and additional reports covering such matters as: the Adviser’s investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or “peer group” funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund’s investment objectives; the Fund’s expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund’s portfolio securities (if any); and the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates. The Board also considered the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund’s relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The Board’s evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund’s performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund’s investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund’s ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund’s investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser’s investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated’s fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, using data supplied by independent fund ranking organizations, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups are highly important in judging the reasonableness of proposed fees.

The Fund’s performance fell below the median of the relevant peer group for the one year period ending December 31, 2006. The Board discussed the Fund’s performance with the Adviser and recognized the efforts being undertaken by the Adviser. The Board will continue to monitor these efforts and the performance of the Fund.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated’s subsidiaries for providing other services to the Federated funds under separate contracts (e.g., for serving as the Federated funds’ administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades. In addition, the Board considered the fact that, in order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have disclosed to fund investors and/or indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs (and the unavoidable arbitrary aspects of that exercise) and the lack of consensus on how to allocate those costs may render such allocation reports unreliable. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board and the Senior Officer also reviewed a report compiled by Federated comparing profitability information for Federated to other publicly held fund management companies. In this regard, the Senior Officer noted the limited availability of such information, but nonetheless concluded that Federated’s profit margins did not appear to be excessive and the Board agreed.

The Senior Officer’s evaluation also discussed the notion of possible realization of “economies of scale” as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in areas such as personnel and processes for the portfolio management, compliance, and risk management functions; distribution efforts; and systems technology; that support all of the Federated funds, and that the benefits of these efforts (as well as any economies, should they exist) were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which (as discussed in independently prepared materials included in the Senior Officer’s evaluation) is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with “breakpoints” that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated’s fund advisory services at this time.

It was noted that for the Fund’s most recently completed fiscal year, the Fund’s investment advisory fee was waived in its entirety. The Board reviewed the contractual fee rate and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive.

The Senior Officer’s evaluation noted his belief that the information and observations contained in his evaluation supported his finding that the proposed management fees are reasonable, and that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. Under these circumstances, no changes were recommended to, and no objection was raised to the continuation of the Fund’s advisory contract. For 2006, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser’s industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board’s approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were necessarily relevant to the Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board’s decision to approve the contract reflects its determination that Federated’s performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from Federated’s website at FederatedInvestors.com. To access this information from the “Products” section of the website, click on the “Prospectuses and Regulatory Reports” link under “Related Information”, then select the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Prospectuses and Regulatory Reports” link. Form N-PX filings are also available at the SEC’s website at www.sec.gov.

Quarterly Portfolio Schedule

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the “Products” section of Federated’s website at FederatedInvestors.com by clicking on “Portfolio Holdings” under “Related Information,” then selecting the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page click, on the “Portfolio Holdings” link.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the fund’s prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

Federated Investors
World-Class Investment Manager

Federated MDT Small Cap Value Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R742
Cusip 31421R734

37334 (9/07)

Federated is a registered mark of Federated Investors, Inc.
2007 ©Federated Investors, Inc.

 

Federated Investors
World-Class Investment Manager

Federated MDT Small Cap Value Fund

A Portfolio of Federated MDT Series

ANNUAL SHAREHOLDER REPORT

July 31, 2007

Institutional Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLE
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND TRUST OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Not FDIC Insured * May Lose Value * No Bank Guarantee

Financial Highlights

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$10.64

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.02

)3

(0.03

)3

Net realized and unrealized gain on investments

0.80

0.67


TOTAL FROM INVESTMENT OPERATIONS

0.78

0.64


Net Asset Value, End of Period

$11.42

$10.64


Total Return4

7.33

%

6.40

%


 

Ratios to Average Net Assets:


Net expenses

1.50

%

1.75

%5


Net investment income (loss)

(0.17

)%

(0.34

)%5


Expense waiver/reimbursement6

3.75

%

34.07

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$11,192

599


Portfolio turnover

240

%

124

%


1 MDT Small Cap Value Fund (the Predecessor Fund) was reorganized into the Federated MDT Small Cap Value Fund (the Fund) as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2007 to July 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

   

Beginning
Account Value
2/1/2007

   

Ending
Account Value
7/31/2007

   

Expenses Paid
During Period1


Actual

$1,000

$982.80

$7.37


Hypothetical (assuming a 5% return before expenses)

$1,000

$1,017.36

$7.50


1 Expenses are equal to the Funds annualized net expense ratio of 1.50%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Management’s Discussion of Fund Performance

The fund’s total return for the fiscal year ended July 31, 2007 was 7.33% for Institutional Shares.1 The total return of the Russell 2000® Value Index2 (Russell 2000® Value) was 7.67% for the same period. The fund’s total return for the fiscal year reflected actual cash flows, transaction costs and other expenses which were not reflected in the total return of the Russell 2000® Value. The total return of the Lipper Small-Cap Value Funds Index3 was 14.14% for the same period.

1 The fund is the successor to the MDT Small Cap Value Fund pursuant to a reorganization that took place on December 8, 2006. Prior to that date, the fund had no investment operations. Accordingly, the performance information provided is historical information of the MDT Small Cap Value Fund. Small Company stocks may be less liquid and subject to greater price volatility than large capitalization stocks.

2 The Russell 2000® Value Index offers investors access to the small-cap value segment of the U.S. equity universe. The Russell 2000 Value is constructed to provide a comprehensive and unbiased barometer of the small-cap value market. Based on ongoing empirical research of investment manager behavior, the methodology used to determine value probability approximates the aggregate small-cap value managers opportunity set.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

MARKET OVERVIEW

Over the twelve month reporting period ended July 31, 2007, domestic equity markets enjoyed a positive, if somewhat rocky, performance highlighted by a sudden decline in late February and another decline as the reporting period ended in July. The Russell 3000® Index4, which represents the performance of the 3000 largest U.S. companies by market capitalization, finished the period up a solid 16.08%. Mid-cap stocks lead the way as demonstrated by the 18.93% return on the Russell Midcap® Index5, which exceeded the 15.48% and 12.12% results for the Russell Top 200® Index6 and the Russell 2000® Index7, respectively. Growth stocks outperformed value stocks by a wide margin during the year with the Russell 3000® Growth Index8 returning 19.24% as compared to 12.97% for the Russell 3000® Value Index.9

The best performing sectors during the reporting period in the Russell 3000® Index were Materials (up 35.67%), Telecommunication Services (up 30.35%) and Information Technology (up 29.43%). Underperforming sectors included Financials (up just 2.11%, negatively influenced by a disruption in credit markets late in the reporting period), Health Care (up 8.23%) and Consumer Staples (up 11.12%).

4 The Russell 3000® Index offers investors access to the broad U.S. equity universe representing approximately 98% of the U.S. market. The Russell 3000 is constructed to provide a comprehensive, unbiased, and stable barometer of the broad market and is completely reconstituted annually to ensure new and growing equities are reflected.

5 The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 31% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments can not be made directly in an index.

6 Russell Top 200® Index measures the performance of the 200 largest companies in the Russell 1000 Index, which represents approximately 69% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments can not be made directly in an index.

7 The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index. The index is unmanaged and investments can not be made directly in an index.

8 The Russell 3000® Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000 Growth or the Russell 2000 Growth indexes. The index is unmanaged and investments can not be made directly in an index.

9 The Russell 3000® Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000 Value or the Russell 2000 Value indexes. The index is unmanaged and investments can not be made directly in an index.

FUND PERFORMANCE

The most significant contributors to the fund’s performance relative to the Russell 2000® Value were its overweight in the Industrials and Materials sectors and its stock selection in the Financials sector. Stock selection in the Consumer Discretionary sector also provided a modest contribution to relative performance. The fund was negatively impacted by its stock selection in the Information Technology sector. The fund’s underweight in this sector also detracted moderately from relative performance.

Individual stocks contributing to the fund’s performance relative to the Russell 2000® Value included: Belden CDT Inc., Cleveland Cliffs Inc., Warnaco Group Inc., Greif Inc., and NBTY Inc.

Individual stocks detracting from the fund’s performance relative to the Russell 2000® Value included: Amerco, EGL Inc., USEC Inc., RPC Inc., and Houston Exploration Co.

GROWTH OF A $25,000 INVESTMENT - INSTITUTIONAL SHARES

The graph below illustrates the hypothetical investment of $25,0001 in the Federated MDT Small Cap Value Fund (Institutional Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell 2000 Value Index (Russell 2000 Value)2 and the Lipper Small-Cap Value Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

7.33%


Start of Performance (9/15/2005)

7.33%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 2000 Value and the Lipper Small-Cap Value Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 2000 Value Index is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

Portfolio of Investments Summary Table

At July 31, 2007, the Fund’s industry composition1 was as follows:

Industry

   

Percentage of
Total Net Assets


Regional Bank

12.9%


Property Liability Insurance

7.5%


Electric Utility

6.8%


Multi-Line Insurance

5.9%


Gas Distributor

3.4%


Crude Oil & Gas Production

3.2%


Savings & Loan

2.8%


Specialty Retailing

2.8%


Life Insurance

2.5%


Oil Refiner

2.1%


Insurance Brokerage

2.0%


Metal Fabrication

1.7%


Auto Rentals

1.6%


Oil Service, Explore & Drill

1.6%


Maritime

1.4%


Paper Products

1.4%


Undesignated Consumer Cyclicals

1.4%


Specialty Machinery

1.3%


Telecommunication Equipment & Services

1.3%


Agricultural Chemicals

1.2%


Personal Loans

1.2%


Miscellaneous Components

1.1%


Other2

32.0%


Cash Equivalents3

1.1%


Other Assets and Liabilities--Net4

(0.2)%


TOTAL

100.0%


1 Except for Cash Equivalents and Other Assets and Liabilities, industry classifications are based upon, and individual portfolio securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS.

2 For purposes of this table, industry classifications which constitute less than 1.0% of the Funds total net assets have been aggregated under the designation Other.

3 Cash Equivalents include any investments in money market mutual funds and/or overnight repurchase agreements.

4 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

Portfolio of Investments

July 31, 2007

Shares

   

   

Value


COMMON STOCKS--99.1%

Advertising--0.1%

642

1

Greenfield Online, Inc.

$

10,426


Agricultural Chemicals--1.2%

447

CF Industries Holdings, Inc.

25,694

6,366

1

Terra Industries, Inc.

156,158


TOTAL

181,852


Agricultural Machinery--0.3%

840

1

Gehl Co.

21,487

641

Lindsay Corp.

26,063


TOTAL

47,550


Airline - National--0.4%

1,203

1

Atlas Air Worldwide Holdings, Inc.

65,215


Airline - Regional--0.3%

2,452

1

Republic Airways Holdings, Inc.

47,299


Apparel--1.0%

4,127

1

Warnaco Group, Inc.

149,026


Auto Original Equipment Manufacturers--0.7%

3,935

American Axle & Manufacturing Holdings, Inc.

95,227

446

Sun Hydraulics Corp.

13,255


TOTAL

108,482


Auto Rentals--1.6%

3,298

1

AMERCO

210,577

806

1

Dollar Thrifty Automotive Group

29,758


TOTAL

240,335


Biotechnology--0.4%

2,481

1

Emergent Biosolutions, Inc.

23,048

604

1

PharmaNet Development Group, Inc.

16,912

1,498

1

Regeneration Technologies, Inc.

16,059


TOTAL

56,019


Book Publishing--0.5%

2,397

1

Scholastic Corp.

77,135


Cellular Communications--0.5%

3,132

1

USA Mobility, Inc.

74,761


Clothing Stores--0.3%

1,576

1

Fossil, Inc.

40,267


COMMON STOCKS--continued

Computer Services--0.7%

5,447

1

Synnex Corp.

$

110,683


Computer Stores--0.4%

2,839

1

Insight Enterprises, Inc.

64,048


Construction Machinery--0.9%

1,763

Manitowoc, Inc.

136,932


Contracting--0.8%

1,397

1

Emcor Group, Inc.

50,152

94

Granite Construction, Inc.

6,109

3,045

1

ICF International, Inc.

62,940


TOTAL

119,201


Crude Oil & Gas Production--3.2%

941

Berry Petroleum Co., Class A

35,015

7,960

1

Rosetta Resources, Inc.

143,360

5,574

1

Stone Energy Corp.

181,155

3,019

1

Swift Energy Co.

129,032


TOTAL

488,562


Defense Aerospace--0.6%

1,599

1

LMI Aerospace, Inc.

35,450

238

1

TransDigm Group, Inc.

9,806

647

Triumph Group, Inc.

49,308


TOTAL

94,564


Defense Electronics--0.8%

2,594

EDO Corp.

85,732

2,550

1

Herley Industries, Inc.

36,235


TOTAL

121,967


Discount Department Stores--0.2%

2,287

Freds, Inc., Class A

27,147


Diversified Leisure--0.3%

987

1

Coinstar, Inc.

30,617

2,288

1

Six Flags, Inc.

8,717


TOTAL

39,334


Drug Stores--0.8%

2,374

Longs Drug Stores Corp.

114,807


Electric & Electronic Original Equipment Manufacturers--0.2%

961

Cubic Corp.

26,456


Electric Utility--6.8%

4,636

Allete, Inc.

203,242

3,086

Avista Corp.

61,165

COMMON STOCKS--continued

Electric Utility--continued

374

Black Hills Corp.

$

13,950

4,607

Cleco Corp.

109,416

2,808

1

El Paso Electric Co.

65,342

2,090

Empire Distribution Electric Co.

45,332

1,474

Idacorp, Inc.

45,635

5,370

PNM Resources, Inc.

138,707

7,635

Portland General Electric Co.

205,458

1,231

UIL Holdings Corp.

36,413

3,154

UniSource Energy Corp.

95,976


TOTAL

1,020,636


Electrical Equipment--0.9%

586

Robbins & Myers, Inc.

30,900

2,013

Smith (A.O.) Corp.

97,731


TOTAL

128,631


Electronic Components--0.1%

1,389

Methode Electronics, Inc., Class A

22,460


Electronic Instruments--0.4%

737

Analogic Corp.

48,929

249

1

Axsys Technologies, Inc.

7,296


TOTAL

56,225


Financial Services--0.9%

2,997

1

CompuCredit Corp.

78,671

727

Deluxe Corp.

27,452

1,605

Lakeland Financial Corp.

36,417

2

Secutity Bank Corp.

28


TOTAL

142,568


Food Wholesaling--0.2%

685

Nash Finch Co.

27,585


Gas Distributor--3.4%

1,146

Atmos Energy Corp.

32,168

2,641

Laclede Group, Inc.

78,042

1,902

NICOR, Inc.

74,958

260

New Jersey Resources Corp.

12,220

828

Northwest Natural Gas Co.

34,503

6,159

Southwest Gas Corp.

191,422

2,810

WGL Holdings, Inc.

84,131


TOTAL

507,444


COMMON STOCKS--continued

Generic Drugs--0.8%

6,361

Perrigo Co.

$

118,633


Greeting Cards--0.5%

3,005

American Greetings Corp., Class A

74,314


Grocery Chain--0.4%

2,160

Ruddick Corp.

60,048


Home Health Care--0.1%

270

1

Amerigroup Corp.

7,474


Household Appliances--0.5%

3,118

1

Goodman Global, Inc.

75,206


Insurance Brokerage--2.0%

5,274

1

AmTrust Financial Services, Inc.

77,370

6,410

Odyssey Re Holdings Corp.

225,632


TOTAL

303,002


International Bank--0.2%

713

Preferred Bank Los Angeles, CA

27,379


Internet Services--0.4%

2,336

1

Keynote Systems, Inc.

35,017

4,185

1

RealNetworks, Inc.

29,797


TOTAL

64,814


Leasing--0.8%

4,046

Financial Federal Corp.

114,704


Life Insurance--2.5%

5,068

Delphi Financial Group, Inc., Class A

203,582

13,187

Phoenix Cos., Inc.

181,848


TOTAL

385,430


Major Steel Producer--0.4%

2,043

Ryerson, Inc.

65,560


Maritime--1.4%

1,039

Eagle Bulk Shipping, Inc.

27,346

3,278

1

Genco Shipping & Trading Ltd.

184,650


TOTAL

211,996


Metal Containers--0.2%

480

Greif Brothers Corp., Class A

26,400


Metal Fabrication--1.7%

880

Olympic Steel, Inc.

23,118

11,347

Worthington Industries, Inc.

234,883


TOTAL

258,001


COMMON STOCKS--continued

Mini-Mill Producer--0.9%

75

Commercial Metals Corp.

$

2,313

118

Quanex Corp.

5,317

2,355

Schnitzer Steel Industries, Inc., Class A

127,617


TOTAL

135,247


Miscellaneous Components--1.1%

1,134

1

Cree, Inc.

29,053

1,839

1

MKS Instruments, Inc.

41,745

5,151

1

Zoran Corp.

97,096


TOTAL

167,894


Miscellaneous Food Products--0.8%

4,756

Fresh Del Monte Produce, Inc.

121,991


Miscellaneous Machinery--0.5%

1,780

Curtiss Wright Corp.

77,555


Miscellaneous Metals--0.9%

2,265

Metal Management, Inc.

95,153

2,569

1

USEC, Inc.

43,134


TOTAL

138,287


Multi-Industry Basic--0.7%

4,978

Olin Corp.

103,891



Multi-Line Insurance--5.9%

2,293

1

Amerisafe, Inc.

38,477

2,784

EMC Insurance Group, Inc.

68,570

3,740

FBL Financial Group, Inc., Class A

131,611

1,892

1

FPIC Insurance Group, Inc.

65,804

2,273

Harleysville Group, Inc.

63,667

2,199

Infinity Property & Casualty

96,844

2,833

Midland Co.

134,624

1,572

1

Navigators Group, Inc.

82,231

2,111

Safety Insurance Group, Inc.

70,296

3,533

Zenith National Insurance Corp.

142,592


TOTAL

894,716


Mutual Fund Adviser--0.1%

333

GAMCO Investors, Inc., Class A

17,296


Natural Gas Production--0.2%

2,105

1

Natural Gas Services Group, Inc.

31,175


Office Supplies--0.7%

1,604

1

United Stationers, Inc.

102,239


COMMON STOCKS--continued

Offshore Driller--0.9%

3,023

1

Hornbeck Offshore Services, Inc.

$

130,140


Oil Refiner--2.1%

3,949

Alon USA Energy, Inc.

140,861

6,784

Delek US Holdings, Inc.

179,640


TOTAL

320,501


Oil Service, Explore & Drill--1.6%

368

1

Dawson Geophysical Co.

20,096

2,514

1

Edge Petroleum Corp.

31,199

4,598

1

Grey Wolf, Inc.

34,071

3,245

1

Gulfmark Offshore, Inc.

152,450


TOTAL

237,816


Other Communications Equipment--0.6%

2,489

1

Superior Essex, Inc.

86,742


Other Steel Producer--0.2%

751

1

Northwest Pipe Co.

25,241


Paint & Related Materials--0.2%

1,187

Fuller (H.B.) Co.

32,797


Paper Products--1.4%

1,408

1

Buckeye Technologies, Inc.

21,585

2,269

Neenah Paper, Inc.

87,878

3,454

Rock-Tenn Co., Class A

106,107


TOTAL

215,570


Personal Loans--1.2%

1,411

ASTA Funding, Inc.

50,909

5,008

Advanta Corp., Class B

128,505


TOTAL

179,414


Personnel Agency--0.9%

2,098

CDI Corp.

59,352

1,291

Maximus, Inc.

53,951

3,089

1

Spherion Corp.

27,276


TOTAL

140,579


Pollution Control--0.4%

1,598

CLARCOR, Inc.

55,594


Poultry Products--0.7%

2,791

Sanderson Farms, Inc.

111,277


Printing--0.2%

1,270

Bowne & Co., Inc.

22,022


COMMON STOCKS--continued

Property Liability Insurance--7.5%

2,722

1

American Physicians Capital, Inc.

$

103,218

3,051

1

CNA Surety Corp.

51,562

1,596

1

First Mercury Financial Corp.

31,569

4,581

Horace Mann Educators Corp.

81,679

2,006

1

Meadowbrook Insurance Group, Inc.

18,014

1,602

National Interstate Corp.

40,851

1,859

Nymagic, Inc.

67,630

4,331

1

ProAssurance Corp.

213,865

5,637

RLI Corp.

326,946

3,714

1

Seabright Insurance Holdings, Inc.

67,335

612

Selective Insurance Group, Inc.

12,558

3,236

United Fire & Casualty Co.

111,383


TOTAL

1,126,610


Railroad--0.2%

1,433

1

Genesee & Wyoming, Inc., Class A

36,756


Recreational Goods--0.5%

3,638

Callaway Golf Co.

59,045

578

1

Steinway Musical Instruments, Inc.

19,346


TOTAL

78,391


Regional Bank--12.9%

779

Alabama National Bancorp

41,575

1,149

Arrow Financial Corp.

23,612

997

BancFirst Corp.

40,289

9,169

Bancorpsouth, Inc.

214,096

4,262

Central Pacific Financial Corp.

120,231

1,676

City Bank Lynwood, WA

40,861

1,025

City Holding Co.

33,671

1,013

Columbia Banking Systems, Inc.

25,730

3,004

Community Bank System, Inc.

54,042

1,239

Community Trust Bancorp, Inc.

35,535

2,718

First Commonwealth Financial Corp., PA

25,767

1,329

First Financial Bancorp

16,254

1,379

First Merchants Corp.

27,925

2,010

First State Bancorporation

34,693

9,156

FirstMerit Corp.

167,829

1,346

Frontier Financial Corp., WA

28,831

926

Great Southern Bancorp, Inc.

23,289

2,917

Greene Bancshares, Inc.

96,436

COMMON STOCKS--continued

Regional Bank--continued

607

Horizon Financial Corp. - Washington

$

11,867

726

Iberiabank Corp.

30,594

1,240

Independent Bank Corp. - Massachusetts

33,592

1,529

Integra Bank Corp.

27,583

2,471

NBT Bancorp, Inc.

44,700

4,081

Old National Bancorp

58,766

2,353

Old Second Bancorp, Inc.

64,825

1,761

Park National Corp.

139,911

469

Provident Bankshares Corp.

13,460

674

S.Y. Bancorp, Inc.

15,778

536

SCBT Financial Corp.

15,619

471

Sierra Bancorp

12,646

2,891

South Financial Group, Inc.

62,330

1,530

United Bankshares, Inc.

42,610

1,445

Vineyard National Bancorp

29,897

1,463

Wesbanco, Inc.

32,259

1,251

West Coast Bancorp - Oregon

32,751

5,866

Whitney Holding Corp.

146,591

2,051

Wintrust Financial Corp.

80,830


TOTAL

1,947,275


Resorts--0.2%

4,294

1

Silverleaf Resorts, Inc.

26,150


Restaurant--0.4%

2,260

Landry’s Seafood Restaurants, Inc.

59,867


Rubber--0.8%

5,542

Cooper Tire & Rubber Co.

127,411


Savings & Loan--2.8%

982

Banner Corp.

30,069

853

First Financial Holdings, Inc.

23,082

7,637

First Niagara Financial Group, Inc.

98,212

1,137

ITLA Capital Corp.

48,322

6,325

1

Ocwen Financial Corp.

68,563

3,422

Sterling Financial Corp. - Washington

77,714

1,270

WSFS Financial Corp.

70,129


TOTAL

416,091


COMMON STOCKS--continued

Securities Brokerage--0.6%

3,750

1

Knight Capital Group, Inc., Class A

$

53,025

939

1

Piper Jaffray Cos., Inc.

44,997


TOTAL

98,022


Semiconductor Manufacturing--0.8%

2,731

1

Plexus Corp.

66,227

3,727

1

Semtech Corp.

60,564


TOTAL

126,791


Shoes--0.2%

257

1

Deckers Outdoor Corp.

26,497


Software Packaged/Custom--0.7%

1,399

1

EPIQ Systems, Inc.

23,853

340

1

Echelon Corp.

6,708

1,888

1

JDA Software Group, Inc.

42,688

3,608

1

S1 Corp.

26,230


TOTAL

99,479


Specialty Chemicals--0.8%

2,428

1

OM Group, Inc.

117,612


Specialty Machinery--1.3%

1,604

Cascade Corp.

108,735

1,604

Woodward Governor Co.

92,631


TOTAL

201,366


Specialty Retailing--2.8%

2,400

Asbury Automotive Group, Inc.

53,088

5,504

1

Cabela’s, Inc., Class A

112,337

2,184

1

Conn’s, Inc.

55,408

2,415

Pep Boys-Manny Moe & Jack

40,886

3,010

1

Rush Enterprises, Inc.

84,130

3,943

1

Zale Corp.

83,710


TOTAL

429,559


Telecommunication Equipment & Services--1.3%

1,614

1

ADC Telecommunications, Inc.

30,166

1,724

1

Dycom Industries, Inc.

48,186

3,948

1

Oplink Communications, Inc.

63,839

4,896

1

Premiere Global Services, Inc.

56,989


TOTAL

199,180


Toys & Games--0.2%

1,683

1

JAKKS Pacific, Inc.

39,904


COMMON STOCKS--continued

Trucking--0.5%

426

1

Saia, Inc.

$

8,618

3,772

Werner Enterprises, Inc.

73,328


TOTAL

81,946


Undesignated Consumer Cyclicals--1.4%

4,693

Speedway Motorsports, Inc.

173,500

1,189

Viad Corp.

42,745


TOTAL

216,245


Undesignated Consumer Staples--0.2%

554

1

NBTY, Inc.

24,121


TOTAL COMMON STOCKS
(IDENTIFIED COST $15,601,384)

14,967,835


MUTUAL FUND--1.1%

160,179

2,3

Prime Value Obligations Fund, Institutional Shares, 5.25% (AT NET ASSET VALUE)

160,179


TOTAL INVESTMENTS--100.2%
(IDENTIFIED COST $15,761,563)4

15,128,014


OTHER ASSETS AND LIABILITIES - NET--(0.2)%

(34,633

)


TOTAL NET ASSETS--100%

$

15,093,381


1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 The cost of investments for federal tax purposes amounts to $15,826,416.

Note: The categories of investments are shown as a percentage of total net assets at July 31, 2007.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

July 31, 2007

Assets:

   

   

Total investments in securities, at value including $160,179 of
investments in an affiliated issuer (Note 5) (identified cost $15,761,563)

$

15,128,014

Cash

46,490

Income receivable

8,774

Receivable for investments sold

1,453,235

Receivable for shares sold

39,245


TOTAL ASSETS

16,675,758


Liabilities:

Payable for investments purchased

$

1,517,772

Payable for shares redeemed

16,902

Payable for Directors’/Trustees’ fees

477

Payable for distribution services fee (Note 5)

696

Payable for shareholder service fees (Note 5)

2,496

Accrued expenses

44,034


TOTAL LIABILITIES

1,582,377


Net assets for 1,324,171 shares outstanding

$

15,093,381


Net Assets Consist of:

Paid-in capital

$

14,891,352

Net unrealized depreciation of investments

(633,549

)

Accumulated net realized gain on investments

835,578


TOTAL NET ASSETS

$

15,093,381


Net Asset Value, Offering Price and Redemption Proceeds Per Share

Institutional Shares:

Net asset value per share ($11,192,438 ÷ 979,818 shares outstanding),
no par value, unlimited shares authorized

$11.42


Offering price per share

$11.42


Redemption proceeds per share

$11.42


Class A Shares:

Net asset value per share ($2,950,417 ÷ 259,541 shares outstanding),
no par value, unlimited shares authorized

$11.37


Offering price per share (100/94.50 of $11.37)1

$12.03


Redemption proceeds per share

$11.37


Class C Shares:

Net asset value per share ($950,526 ÷ 84,812 shares outstanding),
no par value, unlimited shares authorized

$11.21


Offering price per share

$11.21


Redemption proceeds per share (99.00/100 of $11.21)1

$11.10


1 See What Do Shares Cost? in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended July 31, 2007

Investment Income:

   

   

   

Dividends (including $1,266 received from an affiliated issuer (Note 5) and net of foreign taxes withheld of $8)

$

142,622

Interest

10,018


TOTAL INCOME

152,640


Expenses:

Investment adviser fee (Note 5)

$

134,570

Administrative personnel and services fee (Note 5)

230,098

Custodian fees

18,130

Transfer and dividend disbursing agent fees and expenses

51,765

Directors’/Trustees’ fees

621

Auditing fees

14,369

Legal fees

6,324

Portfolio accounting fees

72,498

Distribution services fee--Class A Shares (Note 5)

1,324

Distribution services fee--Class C Shares (Note 5)

4,751

Shareholder services fee--Class A Shares (Note 5)

4,830

Shareholder services fee--Class C Shares (Note 5)

1,165

Share registration costs

61,432

Printing and postage

24,577

Insurance premiums

6,091

Miscellaneous

3,129


TOTAL EXPENSES

635,674


Waivers and Reimbursements:

Waiver/reimbursement of investment adviser fee (Note 5)

$

(134,570

)

Waiver of administrative personnel and services fee (Note 5)

(105,281

)

Waiver of transfer and dividend disbursing agent fees and expenses

(12,318

)

Waiver of portfolio accounting fees

(20,355

)

Reimbursement of other operating expenses (Note 5)

(178,277

)


TOTAL WAIVERS AND REIMBURSEMENTS

(450,801

)


Net expenses

184,873


Net investment income (loss)

(32,233

)


Realized and Unrealized Gain (Loss) on Investments:

Net realized gain on investments

875,788

Net change in unrealized depreciation of investments

(619,049

)


Net realized and unrealized gain on investments

256,739


Change in net assets resulting from operations

$

224,506


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

   

Year Ended
7/31/2007

   

Period
Ended
7/31/2006

1


Increase (Decrease) in Net Assets

Operations:

Net investment income (loss)

$

(32,233

)

$

(1,041

)

Net realized gain (loss) on investments

875,788

(7,977

)

Net change in unrealized appreciation/depreciation of investments

(619,049

)

(14,500

)


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

224,506

(23,518

)


Share Transactions:

Proceeds from sale of shares

16,884,477

1,550,300

Cost of shares redeemed

(3,364,195

)

(178,228

)

Redemption fees

39

--


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

13,520,321

1,372,072


Change in net assets

13,744,827

1,348,554


Net Assets:

Beginning of period

1,348,554

--


End of period

$

15,093,381

$

1,348,554


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

July 31, 2007

1. ORGANIZATION

Federated MDT Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of eight portfolios. The financial statements included herein are only those of Federated MDT Small Cap Value Fund (the “Fund”), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held. Each portfolio pays its own expenses. The Fund offers three classes of shares: Institutional Shares, Class A Shares and Class C Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. The financial highlights of the Class A Shares and Class C Shares are presented separately. The primary investment objective of the Fund is long-term capital appreciation.

MDT Small Cap Value Fund (the “Predecessor Fund”) was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. The Fund is the successor to the Predecessor Fund, which commenced operations on September 15, 2005.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund’s portfolio securities are determined as follows:

  • for equity securities, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available;
  • in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;
  • for investments in other open-end registered investment companies, based on net asset value (NAV);
  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the “Trustees”) may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • prices for total return swaps are based upon a valuation model determined by management incorporating underlying reference indexes, interest rates, yield curves and other market data or factors; prices for credit default swaps are furnished by an independent pricing service and are based upon a valuation model incorporating default probabilities, recovery rates and other market data or factors; prices for interest rate swaps are furnished by an independent pricing service and are based upon a valuation model incorporating interest rates, yield curves and other market data or factors;
  • for mortgage-backed securities, based on the aggregate investment value of the projected cash flows to be generated by the security, as furnished by an independent pricing service;
  • for other fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices (other than prices of mortgage-backed securities) are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities, except that prices for corporate fixed-income and asset-backed securities traded in the United States are generally intended to be indicative of the mean between such bid prices and asked prices. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities using the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates are generally determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation is done by others under the direction of Fund management. An event is considered material if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund’s custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund’s adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date. Distributions of net investment income, if any, are declared and paid annually. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each class may bear certain expenses unique to that class such as distribution and shareholder services fees. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed-income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

Witholding taxes and where appropriate, deferred withholding taxes on foreign interest, dividends and capital gains have been provided for in accordance with the applicable country’s tax rules and rates.

When-Issued and Delayed Delivery Transactions

The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:

Year Ended
7/31/2007

Period Ended
7/31/20061


Institutional Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

1,140,726

$

12,999,804

69,922

$

747,384

Shares redeemed

(217,235

)

(2,529,781

)

(13,595

)

(150,455

)

Redemption fees

--

23

--

--


NET CHANGE RESULTING FROM
INSTITUTIONAL SHARE TRANSACTIONS

923,491

$

10,470,046

56,327

$

596,929


Year Ended
7/31/2007

Period Ended
7/31/20061


Class A Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

257,303

$

2,904,620

68,354

$

751,222

Shares redeemed

   

(63,571

)

(756,151

)

(2,545

)

(27,773

)

Redemption fees

--

13

--

--


NET CHANGE RESULTING FROM
CLASS A SHARE TRANSACTIONS

193,732

$

2,148,482

65,809

$

723,449


Year Ended
7/31/2007

Period Ended
7/31/20061


Class C Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

86,450

$

980,053

4,825

$

51,694

Shares redeemed

   

(6,463

)

   

(78,263

)

--

   

--

Redemption fees

--

3

--

--


NET CHANGE RESULTING FROM
CLASS C SHARE TRANSACTIONS

79,987

$

901,793

4,825

$

51,694


NET CHANGE RESULTING FROM
SHARE TRANSACTIONS

1,197,210

$

13,520,321

126,961

$

1,372,072


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

Redemption Fees

Prior to December 11, 2006, the Fund imposed a 2.00% redemption fee to shareholders of the Fund’s Institutional Shares, Class A Shares and Class C Shares who redeem shares held for 30 days or less. Shares acquired by reinvestment of dividends or distributions of the Fund, or purchased pursuant to the Systematic Investment Program or withdrawn pursuant to the Systematic Withdrawal Program, were not subject to the redemption fee. All redemption fees were recorded by the Fund as additions to paid-in-capital.

4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to differing treatments for net operating loss.

For the year ended July 31, 2007, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)


Undistributed
Net Investment
Income (Loss)

   

Accumulated
Net Realized
Gains


$32,233

$(32,233)


Net investment income (loss), net realized gains (losses), and net assets were not affected by this reclassification.

As of July 31, 2007, the components of distributable earnings on a tax basis were as follows:


Undistributed ordinary income

   

$

885,624


Undistributed long-term capital gain

$

14,807


Net unrealized depreciation

$

(698,402

)


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to differing treatments for the deferral of losses on wash sales.

At July 31, 2007, the cost of investments for federal tax purposes was $15,826,416. The net unrealized depreciation of investments for federal tax purposes was $698,402. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $427,015 and net unrealized depreciation from investments for those securities having an excess of cost over value of $1,125,417.

The Fund used capital loss carryforwards of $252 to offset taxable capital gains realized during the year ended July 31, 2007.

5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated MDTA LLC is the Fund’s investment adviser (the “Adviser”). The advisory agreement between the Fund and Adviser provides for an annual fee equal to 1.15% of the Fund’s average daily net assets. Prior to December 8, 2006, the Adviser received an annual investment adviser fee equal to 1.25% of the Fund’s average daily net assets. Under the investment advisory contract, which is subject to annual review by the Trustees, the Adviser will waive all or a portion of the advisory fee and/or reimburse certain operating expenses (excluding interest, taxes and brokerage commissions) in order to contractually limit the Fund’s aggregate annual operating expenses to no more than the following annual percentages for each Class of the Fund based on average daily net assets:

Share Class

   

Percentage of Average
Daily Net Assets of Class


Institutional Shares

1.80%


Class A Shares

2.05%


Class C Shares

2.80%


The Adviser has agreed to keep these contractual limitations in place through December 8, 2008.

In addition, after fulfilling its contractual commitment, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. For the year ended July 31, 2007, the Adviser waived $134,551 of its fee and reimbursed $178,277 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement (the “Agreement”), provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:

Administrative Fee

   

Average Aggregate Daily Net Assets
of the Federated Funds


0.150%

on the first $5 billion


0.125%

on the next $5 billion


0.100%

on the next $10 billion


0.075%

on assets in excess of $20 billion


The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. During the period from July 15, 2006 through December 8, 2006, the administrator contractually agreed to waive a portion of its fee which it would otherwise be entitled to receive from the Fund under the Agreement. The level of fees payable by the Fund to FAS for the period will not exceed the level of fees which the Fund would have paid during the period to its previous service provider under its previous administrative services contract. In addition, FAS may voluntarily choose to waive any portion of its fee. For the year ended July 31, 2007, the net fee paid to FAS was 1.083% of average daily net assets of the Fund. FAS waived $105,281 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act which became effective on December 11, 2006. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund’s Class A Shares and Class C Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses of up to the following percentages of average daily net assets annually, to compensate FSC:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

0.75%


Prior to December 11, 2006, the Fund incurred distribution expenses according to the following schedule annually, to compensate FSC:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

1.00%


When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended Year July 31, 2007, FSC retained $4,411 of fees paid by the Fund.

Sales Charges

For the year ended July 31, 2007, FSC retained $1,605 in sales charges from the sale of Class A Shares. FSC also retained $464 of contingent deferred sales charges relating to redemptions of Class C Shares. See “What Do Shares Cost?” in the Prospectus.

Shareholder Services Fee

Effective December 11, 2006, the Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund’s Class A Shares and Class C Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. For the year ended July 31, 2007, FSSC did not receive any fees paid by the Fund.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses so that the total operating expenses (including the distribution (12b-1) fee) paid by the Fund’s Institutional Shares, Class A Shares and Class C Shares (after the voluntary waivers and reimbursements) will not exceed 1.50%, 1.75% and 2.50%, respectively, for the fiscal year ending July 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after September 30, 2008.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

Transactions with Affiliated Companies

Affiliated holdings are mutual funds which are managed by the Adviser or an affiliate of the Adviser. The Adviser has agreed to reimburse the Fund for certain investment adviser fees as a result of transactions in other affiliated mutual funds. For the year ended July 31, 2007, the Adviser reimbursed $19 in connection with the affiliated mutual fund listed below. Transactions with the affiliated company during the year ended July 31, 2007 are as follows:

Affiliate

   

Balance of
Shares Held
7/31/2006

   

Purchases/
Additions

   

Sales/
Reductions

   

Balance of
Shares Held
7/31/2007

   

Value

   

Dividend
Income


Prime Value
Obligations Fund,
Institutional Shares

--

569,124

408,945

160,179

$160,179

$1,266


6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the year ended July 31, 2007, were as follows:


Purchases

   

$

40,384,204


Sales

$

27,009,103


7. LINE OF CREDIT

The Fund participates in a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the Fund did not utilize the LOC.

8. INTERFUND LENDING

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (SEC), the Fund, along with other funds advised by subsidiaries of Federated Investors, Inc., may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from other participating affiliated funds. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the program was not utilized.

9. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, “Federated”), along with various investment companies sponsored by Federated (“Funds”) were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated’s first public announcement that it had received requests for information on shareholder trading activities in the Funds from the SEC, the Office of the New York State Attorney General (“NYAG”), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as late as a fund’s last NAV calculation in the first required financial statement reporting period. As a result, the Fund will adopt FIN 48 no later than January 31, 2008. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund’s financial statement disclosures.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF FEDERATED MDT SERIES AND SHAREHOLDERS OF FEDERATED MDT SMALL CAP VALUE FUND

We have audited the accompanying statement of assets and liabilities of Federated MDT Small Cap Value Fund (the “Fund”) (one of the portfolios constituting Federated MDT Series), including the portfolio of investments, as of July 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated MDT Small Cap Value Fund, a portfolio of Federated MDT Series, at July 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Yount LLP

Boston, Massachusetts
September 19, 2007

Board of Trustees and Trust Officers

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Trust comprised eight portfolios, and the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund’s Statement of Additional Information includes additional information about Trust Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex’s Executive Committee.

Previous Positions: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: August 2006

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for interested status: John F. Donahue is the father of J. Christopher Donahue; both are interested due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is interested because his son-in-law is employed by the Funds principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children’s Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant.

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Thomas M. ONeill
Birth Date: June 14, 1951
95 Standish Street
P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting). Other Directorships Held: Director, Midway Pacific (lumber); Board of Overseers, Children’s Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Previous Positions: Public Relations/Marketing Consultant/Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College. Other Directorships Held: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation.


OFFICERS


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
SECRETARY
Began serving: August 2006

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.


Richard A. Novak
Birth Date: December 25, 1963
TREASURER
Began serving: August 2006

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Previous Positions: Controller of Federated Investors, Inc.; Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.


Brian P. Bouda
Birth Date: February 28, 1947
SENIOR VICE PRESIDENT AND CHIEF COMPLIANCE OFFICER
Began serving: August 2006

Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.


Evaluation and Approval of Advisory Contract

FEDERATED MDT SMALL CAP VALUE (THE FUND)

The Fund’s Board reviewed the Fund’s investment advisory contract at meetings held in May 2007. The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

In this connection, the Federated funds had previously appointed a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated fund. The Senior Officer has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below. The Board considered that evaluation, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with and considered judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser’s fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser’s cost of providing the services; the extent to which the Adviser may realize “economies of scale” as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser’s services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for what might be viewed as like services, and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise and accompany the Senior Officer’s evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board’s formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board also received information on particular matters as the need arose. Thus, the Board’s consideration of the advisory contract included review of the Senior Officer’s evaluation, accompanying data and additional reports covering such matters as: the Adviser’s investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or “peer group” funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund’s investment objectives; the Fund’s expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund’s portfolio securities (if any); and the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates. The Board also considered the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund’s relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The Board’s evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund’s performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund’s investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund’s ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund’s investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser’s investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated’s fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, using data supplied by independent fund ranking organizations, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups are highly important in judging the reasonableness of proposed fees.

The Fund’s performance fell below the median of the relevant peer group for the one year period ending December 31, 2006. The Board discussed the Fund’s performance with the Adviser and recognized the efforts being undertaken by the Adviser. The Board will continue to monitor these efforts and the performance of the Fund.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated’s subsidiaries for providing other services to the Federated funds under separate contracts (e.g., for serving as the Federated funds’ administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades. In addition, the Board considered the fact that, in order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have disclosed to fund investors and/or indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs (and the unavoidable arbitrary aspects of that exercise) and the lack of consensus on how to allocate those costs may render such allocation reports unreliable. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board and the Senior Officer also reviewed a report compiled by Federated comparing profitability information for Federated to other publicly held fund management companies. In this regard, the Senior Officer noted the limited availability of such information, but nonetheless concluded that Federated’s profit margins did not appear to be excessive and the Board agreed.

The Senior Officer’s evaluation also discussed the notion of possible realization of “economies of scale” as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in areas such as personnel and processes for the portfolio management, compliance, and risk management functions; distribution efforts; and systems technology; that support all of the Federated funds, and that the benefits of these efforts (as well as any economies, should they exist) were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which (as discussed in independently prepared materials included in the Senior Officer’s evaluation) is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with “breakpoints” that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated’s fund advisory services at this time.

It was noted that for the Fund’s most recently completed fiscal year, the Fund’s investment advisory fee was waived in its entirety. The Board reviewed the contractual fee rate and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive.

The Senior Officer’s evaluation noted his belief that the information and observations contained in his evaluation supported his finding that the proposed management fees are reasonable, and that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. Under these circumstances, no changes were recommended to, and no objection was raised to the continuation of the Fund’s advisory contract. For 2006, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser’s industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board’s approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were necessarily relevant to the Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board’s decision to approve the contract reflects its determination that Federated’s performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from Federated’s website at FederatedInvestors.com. To access this information from the “Products” section of the website, click on the “Prospectuses and Regulatory Reports” link under “Related Information”, then select the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Prospectuses and Regulatory Reports” link. Form N-PX filings are also available at the SEC’s website at www.sec.gov.

Quarterly Portfolio Schedule

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the “Products” section of Federated’s website at FederatedInvestors.com by clicking on “Portfolio Holdings” under “Related Information,” then selecting the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page click, on the “Portfolio Holdings” link.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the fund’s prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

Federated Investors
World-Class Investment Manager

Federated MDT Small Cap Value Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R276

37325 (9/07)

Federated is a registered mark of Federated Investors, Inc.
2007 ©Federated Investors, Inc.

 

Federated Investors
World-Class Investment Manager

Federated MDT Tax
Aware/All Cap Core Fund

Established 2005

A Portfolio of Federated MDT Series

ANNUAL SHAREHOLDER REPORT

July 31, 2007

Class A Shares
Class C Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLE
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND TRUST OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Financial Highlights--Class A Shares

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$10.35

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.02

)3

(0.05

)3

Net realized and unrealized gain on investments

1.32

0.40


TOTAL FROM INVESTMENT OPERATIONS

1.30

0.35


Net Asset Value, End of Period

$11.65

$10.35


Total Return4

12.56

%

3.50

%


 

Ratios to Average Net Assets:


Net expenses

1.65

%

2.01

%5


Net investment income (loss)

(0.14

)%

(0.50

)%5


Expense waiver/reimbursement6

5.81

%

3.71

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$3,903

$2,061


Portfolio turnover

154

%

182

%


1 MDT Tax Aware/All Cap Core Fund (the Predecessor Fund) was reorganized into the Federated MDT Tax Aware/All Cap Core Fund (the Fund) as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Financial Highlights--Class C Shares

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$10.27

$10.00

Income From Investment Operations:

Net investment income (loss)

(0.10

)3

(0.13

)3

Net realized and unrealized gain on investments

1.30

0.40


TOTAL FROM INVESTMENT OPERATIONS

1.20

0.27


Net Asset Value, End of Period

$11.47

$10.27


Total Return4

11.68

%

2.70

%


 

Ratios to Average Net Assets:


Net expenses

2.40

%

2.76

%5


Net investment income (loss)

(0.89

)%

(1.25

)%5


Expense waiver/reimbursement6

5.70

%

3.71

%5


Supplemental Data:


Net assets, end of period (000 omitted)

$3,007

$1,329


Portfolio turnover

154

%

182

%


1 The Predecessor Fund was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase or redemption payments and (2) ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2007 to July 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) on purchase or redemption payments. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

   

Beginning
Account Value
2/1/2007

   

Ending
Account Value
7/31/2007

   

Expenses Paid
During Period1


Actual:


Class A Shares

$1,000

$1,018.40

$8.21


Class C Shares

$1,000

$1,014.10

$11.94


Hypothetical (assuming a 5% return
before expenses):


Class A Shares

$1,000

$1,016.66

$8.20


Class C Shares

$1,000

$1,012.94

$11.93


1 Expenses are equal to the Funds annualized net expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The annualized net expense ratios are as follows:


Class A Shares

   

1.64%


Class C Shares

2.39%


Management’s Discussion of Fund Performance

The fund’s total return for the fiscal year ended July 31, 2007 was 12.56% for Class A Shares and 11.68% for Class C Shares.1 The total return of the Russell 3000® Index (Russell 3000®) was 16.08% for the same period.2 The fund’s total return for the fiscal year reflected actual cash flows, transaction costs and other expenses which were not reflected in the total return of the Russell 3000®. The total return of the Lipper Multi-Cap Core Funds Index was 18.31% for the same period.3

MARKET OVERVIEW

Over the twelve month reporting period ended July 31, 2007, domestic equity markets enjoyed a positive, if somewhat rocky, performance highlighted by a sudden decline in late February and another decline as the reporting period ended in July. The Russell 3000®, which represents the performance of the 3000 largest U.S. companies by market capitalization, finished the period up a solid 16.08%. Mid-cap stocks lead the way as demonstrated by the 18.93% return on the Russell Midcap® Index,4 which exceeded the 15.48% and 12.12% results for the

1 The fund is the successor to the MDT Tax Aware/All Cap Core Fund pursuant to a reorganization that took place on December 8, 2006. Prior to that date, the fund had no investment operations. Accordingly, the performance information provided is historical information of the MDT Tax Aware/All Cap Core Fund.

2 The Russell 3000® Index offers investors access to the broad U.S. equity universe representing approximately 98% of the U.S. market. The Russell 3000 is constructed to provide a comprehensive, unbiased, and stable barometer of the broad market and is completely reconstituted annually to ensure new and growing equities are reflected. The index is unmanaged and investments can not be made directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

4 The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 31% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments can not be made directly in an index.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

Russell Top 200® Index5 and the Russell 2000® Index,6 respectively. Growth stocks outperformed value stocks by a wide margin during the year with the Russell 3000® Growth Index7 returning 19.24% as compared to 12.97% for the Russell 3000® Value Index.8

The best performing sectors during the reporting period in the Russell 3000® were Materials (up 35.67%), Telecommunication Services (up 30.35%) and Information Technology (up 29.43%). Underperforming sectors included Financials (up just 2.11%, negatively influenced by a disruption in credit markets late in the reporting period), Health Care (up 8.23%) and Consumer Staples (up 11.12%).

FUND PERFORMANCE

The most significant contributor to the fund’s performance relative to the Russell 3000® was its overweight in the Energy sector. Stock selection in the Information Technology sector provided a modest contribution to relative performance. The fund’s performance was negatively impacted by its overweight relative to the Russell 3000® in the Financials sector and by its stock selection in that sector.

Individual stocks contributing to the fund’s performance relative to the Russell 3000® included: Apple Computer Inc., Schlumberger Limited Ltd., Chevron Corp., Morgan Stanley, and Marathon Oil Corp.

Individual stocks detracting from the fund’s performance relative to the Russell 3000® included: Exxon Mobil Corp., Merrill Lynch & Co., Inc., Cisco Systems Inc., Hess Corp. and AT&T Inc.

5 Russell Top 200® Index measures the performance of the 200 largest companies in the Russell 1000 Index, which represents approximately 69% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments can not be made directly in an index.

6 The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index. The index is unmanaged and investments can not be made directly in an index.

7 The Russell 3000® Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000 Growth or the Russell 2000 Growth indexes. The index is unmanaged and investments can not be made directly in an index.

8 The Russell 3000® Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000 Value or the Russell 2000 Value indexes. The index is unmanaged and investments can not be made directly in an index.

GROWTH OF A $10,000 INVESTMENT - CLASS A SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT Tax Aware/All Cap Core Fund (Class A Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell 3000 Index (Russell 3000)2 and the Lipper Multi-Cap Core Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

6.39%


Start of Performance (9/15/2005)

5.27%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum sales charge of 5.50%.

1 Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charge of 5.50% ($10,000 investment minus $550 sales charge = $9,450). The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 3000 and the Lipper Multi-Cap Core Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 3000 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as far as falling into the respected categories indicated. Lipper figures do not reflect sales charges.

GROWTH OF A $10,000 INVESTMENT - CLASS C SHARES

The graph below illustrates the hypothetical investment of $10,0001 in the Federated MDT Tax Aware/All Cap Core Fund (Class C Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell 3000 Index (Russell 3000)2 and the Lipper Multi-Cap Core Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

10.68%


Start of Performance (9/15/2005)

7.58%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. Total returns shown include the maximum contingent deferred sales charge (CDSC) of 1.00% as applicable.

1 Represents a hypothetical investment of $10,000 in the Fund. The maximum CDSC is 1.00% on any redemption less than one year from the purchase date. The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 3000 and the Lipper Multi-Cap Core Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 3000 is not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as far as falling into the respected categories indicated. Lipper figures do not reflect sales charges.

Portfolio of Investments Summary Table

At July 31, 2007, the Fund’s industry composition1 was as follows:

Industry

  

Percentage of
Total Net Assets


Money Center Bank

7.6

%


Securities Brokerage

5.7

%


Multi-Line Insurance

5.4

%


Oil Well Supply

5.4

%


Internet Services

5.2

%


Integrated Domestic Oil

5.0

%


Integrated International Oil

4.9

%


Regional Bank

4.8

%


Life Insurance

4.7

%


Property Liability Insurance

4.6

%


Computers-Low End

4.5

%


Agricultural Chemicals

3.8

%


Oil Refiner

3.0

%


Multi-Industry Capital Goods

2.9

%


Building Supply Stores

2.5

%


Metal Fabrication

2.5

%


Financial Services

2.0

%


Electric Utility

1.7

%


Railroad

1.5

%


Crude Oil & Gas Production

1.3

%


Services to Medical Professionals

1.1

%


Apparel

1.0

%


Ethical Drugs

1.0

%


Other2

17.1

%


Cash Equivalents3

1.8

%


Other Assets and Liabilities--Net4

(1.0

)%


TOTAL

100.0

%


1 Except for Cash Equivalents and Other Assets and Liabilities, industry classifications are based upon, and individual portfolio securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS.

2 For purposes of this table, industry classifications which constitute less than 1.0% of the Funds total net assets have been aggregated under the designation Other.

3 Cash Equivalents include any investments in money market mutual funds and/or overnight repurchase agreements.

4 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

Portfolio of Investments

July 31, 2007

Shares

   

   

Value


COMMON STOCKS--99.2%

Advertising--0.2%

382

Omnicom Group, Inc.

$

19,814


Agricultural Chemicals--3.8%

184

Bunge Ltd.

16,672

88

FMC Corp.

7,843

5,799

Monsanto Co.

373,746


TOTAL

398,261


Agricultural Machinery--0.5%

400

Deere & Co.

48,168


Aluminum--0.1%

275

Alcoa, Inc.

10,505


Apparel--1.0%

2,115

1

Coach, Inc.

96,148

295

Guess ?, Inc.

14,010


TOTAL

110,158


Auto Original Equipment Manufacturers--0.4%

258

American Axle & Manufacturing Holdings, Inc.

6,244

183

1

AutoZone, Inc.

23,206

103

Johnson Controls, Inc.

11,654

119

Sun Hydraulics, Inc.

3,537


TOTAL

44,641


Biotechnology--0.1%

167

1

Martek Biosciences Corp.

4,279

171

1

Waters Corp.

9,962


TOTAL

14,241


Book Publishing--0.0%

69

1

Scholastic Corp.

2,220


Broadcasting--0.1%

339

1

Discovery Holding Co., Class A

8,041


Building Supply Stores--2.5%

3,094

Home Depot, Inc.

115,004

5,369

Lowe’s Cos., Inc.

150,386


TOTAL

265,390


Cable TV--0.6%

2,368

1

Comcast Corp., Class A

62,207

Shares

   

   

Value


COMMON STOCKS--continued

Cement--0.3%

261

Martin Marietta Materials, Inc.

$

35,757


Clothing Stores--0.3%

708

1

Aeropostale, Inc.

26,961

187

1

Hanesbrands, Inc.

5,799


TOTAL

32,760


Computer Networking--0.1%

442

1

Juniper Networks, Inc.

13,242


Computer Services--0.2%

310

1

Cognizant Technology Solutions Corp.

25,104


Computer Stores--0.1%

666

1

Ingram Micro, Inc., Class A

13,353


Computers - Low End--4.5%

3,608

1

Apple, Inc.

475,390


Construction Machinery--0.1%

184

Manitowoc, Inc.

14,291


Cosmetics & Toiletries--0.0%

47

Estee Lauder Cos., Inc., Class A

2,116


Crude Oil & Gas Production--1.3%

511

Apache Corp.

41,309

206

1

Bill Barrett Corp.

7,070

149

Cimarex Energy Co.

5,640

1,079

Devon Energy Corp.

80,504

37

Pogo Producing Co.

1,971


TOTAL

136,494


Defense Aerospace--0.1%

189

Goodrich (B.F.) Co.

11,890


Defense Electronics--0.4%

217

1

FLIR Systems, Inc.

9,472

60

1

First Solar, Inc.

6,754

120

Raytheon Co.

6,643

279

Rockwell Collins

19,167


TOTAL

42,036


Department Stores--0.1%

159

Target Corp.

9,631


Discount Department Stores--0.1%

359

Foot Locker, Inc.

6,663


Diversified Leisure--0.1%

204

Carnival Corp.

9,039

Shares

   

   

Value


COMMON STOCKS--continued

Diversified Oil--0.6%

1,181

Occidental Petroleum Corp.

$

66,986


Drug Stores--0.1%

154

Longs Drug Stores Corp.

7,447


Electric Utility--1.7%

621

1

Allegheny Energy, Inc.

32,435

752

Ameren Corp.

36,081

481

DTE Energy Co.

22,309

1,289

Edison International

68,175

277

Pepco Holdings, Inc.

7,498

165

Portland General Electric Co.

4,440

336

SCANA Corp.

12,560


TOTAL

183,498


Electrical Equipment--0.0%

91

AMETEK, Inc.

3,551


Electronic Instruments--0.0%

74

Analogic Corp.

4,913


Ethical Drugs--1.0%

366

1

King Pharmaceuticals, Inc.

6,226

402

Pfizer, Inc.

9,451

3,104

Schering Plough Corp.

88,588


TOTAL

104,265


Financial Services--2.0%

893

Ambac Financial Group, Inc.

59,965

651

Ameriprise Financial, Inc.

39,236

920

CIT Group, Inc.

37,886

39

CME Group, Inc.

21,478

94

Dun & Bradstreet Corp.

9,189

225

Janus Capital Group, Inc.

6,763

312

MBIA Insurance Corp.

17,503

125

1

Mastercard, Inc., Class A

20,100


TOTAL

212,120


Gas Distributor--0.1%

206

AGL Resources, Inc.

7,766

148

MDU Resources Group, Inc.

4,034


TOTAL

11,800


Shares

   

   

Value


COMMON STOCKS--continued

Home Building--0.8%

735

Centex Corp.

$

27,423

658

KB HOME

20,931

979

Lennar Corp., Class A

30,016

6

1

NVR, Inc.

3,471


TOTAL

81,841


Insurance Brokerage--0.1%

9

1

Markel Corp.

4,190

217

Odyssey Re Holdings Corp.

7,638


TOTAL

11,828


Integrated Domestic Oil--5.0%

4,052

ConocoPhillips

327,564

3,595

Marathon Oil Corp.

198,444


TOTAL

526,008


Integrated International Oil--4.9%

6,106

Chevron Corp.

520,598


Internet Services--5.2%

2,795

1

Amazon.com, Inc.

219,519

330

1

IAC Interactive Corp.

9,484

404

1

Priceline.com, Inc.

25,775

9,134

1

eBay, Inc.

295,942


TOTAL

550,720


Iron Ore Production--0.2%

257

Cleveland Cliffs, Inc.

17,802


Leasing--0.0%

91

GATX Corp.

4,128


Life Insurance--4.7%

145

Delphi Financial Group, Inc.

5,825

4,756

MetLife, Inc.

286,406

334

Nationwide Financial Services, Inc., Class A

19,008

330

Protective Life Corp.

14,197

1,678

Prudential Financial, Inc.

148,721

282

Torchmark Corp.

17,354


TOTAL

491,511


Lumber Products--0.1%

466

Louisiana-Pacific Corp.

8,630


Major Steel Producer--0.1%

169

Ryerson, Inc.

5,423


Shares

   

   

Value


COMMON STOCKS--continued

Maritime--0.4%

221

1

Genco Shipping & Trading Ltd.

$

12,449

411

Overseas Shipholding Group, Inc.

31,889


TOTAL

44,338


Medical Supplies--0.1%

99

1

Kyphon, Inc.

6,496


Medical Technology--0.9%

157

Dentsply International, Inc.

5,729

307

1

Intuitive Surgical, Inc.

65,271

668

1

St. Jude Medical, Inc.

28,818


TOTAL

99,818


Metal Containers--0.1%

134

Ball Corp.

6,870


Metal Fabrication--2.5%

1,669

Precision Castparts Corp.

228,753

413

Timken Co.

13,794

841

Worthington Industries, Inc.

17,409


TOTAL

259,956


Mini-Mill Producer--0.3%

800

Commercial Metals Corp.

24,672

149

Schnitzer Steel Industries, Inc., Class A

8,074


TOTAL

32,746


Miscellaneous Components--0.3%

436

Amphenol Corp., Class A

14,937

199

1

Cree, Inc.

5,098

456

1

Vishay Intertechnology, Inc.

7,073


TOTAL

27,108


Miscellaneous Food Products--0.8%

2,516

Archer-Daniels-Midland Co.

84,538


Miscellaneous Machinery--0.2%

113

Roper Industries, Inc.

6,778

104

SPX Corp.

9,762


TOTAL

16,540


Miscellaneous Metals--0.3%

57

Kennametal, Inc.

4,370

374

Metal Management, Inc.

15,712

544

1

USEC, Inc.

9,134


TOTAL

29,216


Shares

   

   

Value


COMMON STOCKS--continued

Money Center Bank--7.6%

5,711

Bank of America Corp.

$

270,816

955

Citigroup, Inc.

44,474

10,962

J.P. Morgan Chase & Co.

482,438


TOTAL

797,728


Mortgage and Title--0.1%

165

LandAmerica Financial Group, Inc.

12,637


Multi-Industry Transportation--0.1%

276

1

Hub Group, Inc., Class A

9,390


Multi-Industry Capital Goods--2.9%

33

Acuity Brands, Inc.

1,950

67

American Standard Cos.

3,621

6,466

General Electric Co.

250,622

904

Honeywell International, Inc.

51,989


TOTAL

308,182


Multi-Line Insurance--5.4%

1,488

Allstate Corp.

79,087

6,466

American International Group, Inc.

414,988

723

Assurant, Inc.

36,671

214

1

CNA Financial Corp.

8,885

306

Hartford Financial Services Group, Inc.

28,112


TOTAL

567,743


Mutual Fund Adviser--0.3%

71

1

Affiliated Managers Group

8,023

171

Franklin Resources, Inc.

21,780


TOTAL

29,803


Offshore Driller--0.9%

92

1

Hornbeck Offshore Services, Inc.

3,961

347

1

Oceaneering International, Inc.

19,488

1,059

Tidewater, Inc.

72,457


TOTAL

95,906


Oil Refiner--3.0%

1,034

Tesoro Petroleum Corp.

51,493

3,985

Valero Energy Corp.

267,035


TOTAL

318,528


Oil Service, Explore & Drill--0.5%

386

1

Grant Prideco, Inc.

21,655

375

1

McDermott International, Inc.

31,103


TOTAL

52,758


Shares

   

   

Value


COMMON STOCKS--continued

Oil Well Supply--5.4%

242

1

Cameron International Corp.

$

18,876

508

1

FMC Technologies, Inc.

46,492

5,303

Schlumberger Ltd.

502,300


TOTAL

567,668


Other Communications Equipment--0.1%

99

Harris Corp.

5,433


Other Steel Producer--0.2%

247

Chaparral Steel Co.

20,758


Paper Products--0.5%

747

MeadWestvaco Corp.

24,307

442

Temple-Inland, Inc.

25,693


TOTAL

50,000


Poultry Products--0.3%

563

Pilgrim’s Pride Corp.

18,962

322

Sanderson Farms, Inc.

12,838


TOTAL

31,800


Property Liability Insurance--4.6%

429

American Financial Group, Inc.

12,051

2,549

Chubb Corp.

128,495

353

Commerce Group, Inc. - Massachusetts

10,142

545

HCC Insurance Holdings, Inc.

15,958

1,321

Loews Corp.

62,615

141

Mercury General Corp.

7,301

220

Ohio Casualty Corp.

9,550

114

1

Philadelphia Consolidated Holding Corp.

4,120

355

Reinsurance Group of America

18,925

379

SAFECO Corp.

22,160

3,751

The St. Paul Travelers Cos., Inc.

190,476

30

Transatlantic Holdings, Inc.

2,195


TOTAL

483,988


Railroad--1.5%

3,021

Norfolk Southern Corp.

162,469


Regional Bank--4.8%

256

Associated Banc Corp.

7,357

510

BB&T Corp.

19,084

181

Central Pacific Financial Corp.

5,106

161

City National Corp.

11,397

228

Colonial BancGroup, Inc.

4,973

Shares

   

   

Value


COMMON STOCKS--continued

Regional Bank--continued

901

Comerica, Inc.

$

47,447

1,256

Fifth Third Bancorp

46,334

262

FirstMerit Corp.

4,802

91

Huntington Bancshares, Inc.

1,747

4,171

KeyCorp

144,692

86

M & T Bank Corp.

9,141

1,607

National City Corp.

47,230

1,391

SunTrust Banks, Inc.

108,915

588

UnionBanCal Corp.

32,493

254

Zions Bancorp

18,936


TOTAL

509,654


Restaurant--0.2%

280

1

Buffalo Wild Wings, Inc.

12,102

364

Yum! Brands, Inc.

11,663


TOTAL

23,765


Securities Brokerage--5.7%

597

Goldman Sachs Group, Inc.

112,439

1,499

Lehman Brothers Holdings, Inc.

92,938

1,559

Merrill Lynch & Co., Inc.

115,678

4,401

Morgan Stanley

281,092


TOTAL

602,147


Semiconductor Distribution--0.3%

888

1

Avnet, Inc.

33,637


Semiconductor Manufacturing--0.7%

248

Altera Corp.

5,754

670

Intersil Corp., Class A

19,598

1,132

Linear Technology Corp.

40,356

433

1

Spansion, Inc.

4,594


TOTAL

70,302


Semiconductor Manufacturing Equipment--0.0%

240

1

Teradyne, Inc.

3,766


Services to Medical Professionals--1.1%

824

1

Express Scripts, Inc.

41,307

45

1

Laboratory Corp. of America Holdings

3,323

741

1

Medco Health Solutions, Inc.

60,221

169

1

Nighthawk Radiology Holdings, Inc.

3,486

116

1

Wellpoint, Inc.

8,714


TOTAL

117,051


Shares

   

   

Value


COMMON STOCKS--continued

Shoes--0.4%

658

1

Crocs, Inc.

$

39,033


Software Packaged/Custom--0.9%

168

1

Blue Coat Systems, Inc.

8,187

608

1

Computer Sciences Corp.

33,853

88

National Instruments Corp.

2,847

2,125

1

Oracle Corp.

40,630

176

1

SPSS, Inc.

7,223


TOTAL

92,740


Specialty Chemicals--0.3%

149

Minerals Technologies, Inc.

9,636

465

1

OM Group, Inc.

22,525


TOTAL

32,161


Specialty Retailing--0.0%

158

1

AutoNation, Inc.

3,078

88

Borders Group, Inc.

1,440


TOTAL

4,518


Telecommunication Equipment & Services--0.2%

772

1

Corning, Inc.

18,404


Telephone Utility--0.6%

1,008

Embarq Corp.

62,284


Trucking--0.1%

140

Con-way, Inc.

6,915


Undesignated Consumer Cyclicals--0.8%

493

DeVRY, Inc.

15,973

565

1

ITT Educational Services, Inc.

59,698

164

1

TeleTech Holdings, Inc.

4,810


TOTAL

80,481


Undesignated Consumer Staples--0.2%

422

1

Nutri/System, Inc.

23,514


Undesignated Health--0.0%

94

IMS Health, Inc.

2,644


TOTAL COMMON STOCKS
(IDENTIFIED COST $9,643,853)

10,469,914


Shares

   

   

Value


MUTUAL FUND--1.8%

189,358

2,3

Prime Value Obligations Fund, Institutional Shares, 5.25%
(AT NET ASSET VALUE)

$

189,358


TOTAL INVESTMENTS--101.0%
(IDENTIFIED COST $9,833,211)4

10,659,272


OTHER ASSETS AND LIABILITIES - NET--(1.0)%

(103,985

)


TOTAL NET ASSETS--100%

$

10,555,287


1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 The cost of investments for federal tax purposes amounts to $9,836,512.

Note: The categories of investments are shown as a percentage of total net assets at July 31, 2007.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

July 31, 2007

Assets:

   

   

Total investments in securities, at value including $189,358 of investments in an affiliated issuer (Note 5) (identified cost $9,833,211)

$

10,659,272

Income receivable

2,719

Receivable for investments sold

427,017

Receivable for shares sold

34,150


TOTAL ASSETS

11,123,158


Liabilities:

Payable for investments purchased

$

516,768

Payable for shares redeemed

76

Payable for transfer and dividend disbursing agent fees and expenses

11,706

Payable for Directors’/Trustees’ fees

616

Payable for portfolio accounting fees

7,169

Payable for distribution services fee (Note 5)

2,674

Payable for shareholder services fee (Note 5)

3,790

Accrued expenses

25,072


TOTAL LIABILITIES

567,871


Net assets for 908,857 shares outstanding

$

10,555,287


Net Assets Consist of:

Paid-in capital

$

9,804,314

Net unrealized appreciation of investments

826,061

Accumulated net realized loss on investments

(75,088

)


TOTAL NET ASSETS

$

10,555,287


Net Asset Value, Offering Price and Redemption Proceeds Per Share

Institutional Shares:

Net asset value per share ($3,645,436 ÷ 311,864 shares outstanding),
no par value, unlimited shares authorized

$11.69


Offering price per share

$11.69


Redemption proceeds per share

$11.69


Class A Shares:

Net asset value per share ($3,902,746 ÷ 334,930 shares outstanding),
no par value, unlimited shares authorized

$11.65


Offering price per share (100/94.50 of $11.65)1

$12.33


Redemption proceeds per share

$11.65


Class C Shares:

Net asset value per share ($3,007,105 ÷ 262,063 shares outstanding),
no par value, unlimited shares authorized

$11.47


Offering price per share

$11.47


Redemption proceeds per share (99.00/100 of $11.47)1

$11.36


1 See What Do Shares Cost? in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended July 31, 2007

Investment Income:

   

   

   

Dividends (including $1,255 received from an affiliated
issuer (Note 5))

$

115,718

Interest

4,900


TOTAL INCOME

120,618


Expenses:

Investment adviser fee (Note 5)

$

73,669

Administrative personnel and services fee (Note 5)

230,295

Custodian fees

15,829

Transfer and dividend disbursing agent fees and expenses

49,541

Directors’/Trustees’ fees

729

Auditing fees

15,591

Legal fees

6,215

Portfolio accounting fees

75,295

Distribution services fee--Class A Shares (Note 5)

2,111

Distribution services fee--Class C Shares (Note 5)

17,556

Shareholder services fee--Class A Shares (Note 5)

5,389

Shareholder services fee--Class C Shares (Note 5)

3,958

Share registration costs

61,489

Printing and postage

23,535

Insurance premiums

6,106

Miscellaneous

3,320


TOTAL EXPENSES

590,628


Waivers and Reimbursements:

Waiver/reimbursement of investment adviser fee (Note 5)

$

(73,669

)

Waiver of administrative personnel and services fee (Note 5)

(105,133

)

Waiver of transfer and dividend disbursing agent fees and expenses

(12,050

)

Waiver of portfolio accounting fees

(20,162

)

Reimbursement of other operating expenses (Note 5)

(239,213

)


TOTAL WAIVERS AND REIMBURSEMENTS

(450,227

)


Net expenses

140,401


Net investment income (loss)

(19,783

)


Realized and Unrealized Gain on Investments:

Net realized gain on investments

222,906

Net change in unrealized appreciation of investments

531,414


Net realized and unrealized gain on investments

754,320


Change in net assets resulting from operations

$

734,537


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

   

Year Ended
7/31/2007

   

Period
Ended
7/31/2006

1


Increase (Decrease) in Net Assets

Operations:

Net investment income (loss)

$

(19,783

)

$

(12,305

)

Net realized gain (loss) on investments

222,906

(297,994

)

Net change in unrealized appreciation/depreciation of investments

531,414

294,647


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

734,537

(15,652

)


Share Transactions:

Proceeds from sale of shares

6,651,420

4,953,565

Cost of shares redeemed

(1,606,158

)

(166,458

)

Redemption fees2

1,870

2,163


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

5,047,132

4,789,270


Change in net assets

5,781,669

4,773,618


Net Assets:

Beginning of period

4,773,618

--


End of period

$

10,555,287

$

4,773,618


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to
July 31, 2006.

2 Redemption fees in 2006 have been reclassified to permit comparison.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

July 31, 2007

1. ORGANIZATION

Federated MDT Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of eight portfolios. The financial statements included herein are only those of Federated MDT Tax Aware/All Cap Core Fund (the “Fund”), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held. Each portfolio pays its own expenses. The Fund offers three classes of shares: Institutional Shares, Class A Shares and Class C Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. The financial highlights of the Institutional Shares are presented separately. The primary investment objective of the Fund is long-term capital appreciation while seeking to minimize the impact of taxes.

MDT Tax Aware/All Cap Core Fund (the “Predecessor Fund”) was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. The Fund is the successor to the Predecessor Fund, which commenced operations on September 15, 2005.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund’s portfolio securities are determined as follows:

  • for equity securities, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available;
  • in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;
  • for investments in other open-end registered investment companies, based on net asset value (NAV);
  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the “Trustees”) may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • prices for total return swaps are based upon a valuation model determined by management incorporating underlying reference indexes, interest rates, yield curves and other market data or factors; prices for credit default swaps are furnished by an independent pricing service and are based upon a valuation model incorporating default probabilities, recovery rates and other market data or factors; prices for interest rate swaps are furnished by an independent pricing service and are based upon a valuation model incorporating interest rates, yield curves and other market data or factors;
  • for mortgage-backed securities, based on the aggregate investment value of the projected cash flows to be generated by the security, as furnished by an independent pricing service;
  • for other fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices (other than prices of mortgage-backed securities) are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities, except that prices for corporate fixed-income and asset-backed securities traded in the United States are generally intended to be indicative of the mean between such bid prices and asked prices. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities using the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates are generally determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation is done by others under the direction of Fund management. An event is considered material if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund’s custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund’s adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date. Distributions of net investment income, if any, are declared and paid annually. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each class may bear certain expenses unique to that class such as distribution and shareholder services fees. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed-income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:



Year Ended
7/31/2007



Period Ended
7/31/20061


Institutional Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

259,278

$

2,871,927

134,445

$

1,376,578

Shares redeemed

   

(80,930

)

(876,653

)

(929

)

   

   

(9,501

)

Redemption fees

--

652

--

--


NET CHANGE RESULTING FROM
INSTITUTIONAL SHARE TRANSACTIONS

178,348

$

1,995,926

133,516

$

1,367,077


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061

 

Class A Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

187,148

$

2,138,258

212,325

$

2,202,874

Shares redeemed

   

(51,271

)

(591,818)

(13,272

)

   

   

(135,352

)

Redemption fees

--

712

--

2,163


NET CHANGE RESULTING FROM
CLASS A SHARE TRANSACTIONS

 

135,877

$

1,547,152

199,053

$

2,069,685


   

Year Ended
7/31/2007

   

Period Ended
7/31/20061

 

Class C Shares:

   

Shares

   

Amount

   

Shares

   

Amount


Shares sold

144,501

$

1,641,235

131,487

$

1,374,113

Shares redeemed

   

(11,851

)

(137,687

)

(2,074

)

   

   

(21,605

)

Redemption fees

--

506

--

--


NET CHANGE RESULTING FROM
CLASS C SHARE TRANSACTIONS

132,650

$

1,504,054

129,413

$

1,352,508


NET CHANGE RESULTING FROM SHARE TRANSACTIONS


446,875

$

5,047,132

461,982

$

4,789,270


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

Redemption Fees

Prior to December 11, 2006, the Fund imposed a 2.00% redemption fee to shareholders of the Fund’s Institutional Shares, Class A Shares and Class C Shares who redeem shares held for 30 days or less. Shares acquired by reinvestment of dividends or distributions of the Fund, or purchased pursuant to the Systematic Investment Program or withdrawn pursuant to the Systematic Withdrawal Program, were not subject to the redemption fee. All redemption fees were recorded by the Fund as additions to paid-in-capital.

4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to differing treatments for net operating loss.

For the year ended July 31, 2007, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)


Paid-In Capital

   

Undistributed
Net Investment
Income


$(19,783)

$19,783


Net investment income (loss), net realized gains (losses), and net assets were not affected by this reclassification.

As of July 31, 2007, the components of distributable earnings on a tax basis were as follows:


Net unrealized appreciation

   

$

822,760


Capital loss carryforwards

   

$

(71,787

)


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to differing treatments for the deferral of losses on wash sales.

At July 31, 2007, the cost of investments for federal tax purposes was $9,836,512. The net unrealized appreciation of investments for federal tax purposes was $822,760. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $1,100,256 and net unrealized depreciation from investments for those securities having an excess of cost over value of $277,496.

At July 31, 2007, the Fund had a capital loss carryforward of $71,787 which will reduce the Fund’s taxable income arising from future net realized gains on investments, if any, to the extent permitted by the Code and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal income tax. Pursuant to the Code, such capital loss carryforward will expire as follows:

Expiration Year

Expiration Amount


2014

    

$2,945


2015

$68,842


5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated MDTA LLC is the Fund’s investment adviser (the “Adviser”). The advisory agreement between the Fund and Adviser provides for an annual fee equal to 0.90% of the Fund’s average daily net assets. Prior to December 8, 2006, the Adviser received an annual investment adviser fee equal to 1.00% of the Fund’s average daily net assets. Under the investment advisory contract, which is subject to annual review by the Trustees, the Adviser will waive all or a portion of the advisory fee and/or reimburse certain operating expenses (excluding interest, taxes and brokerage commissions) in order to contractually limit the Fund’s aggregate annual operating expenses to no more than the following annual percentages for each Class of the Fund based on average daily net assets:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Institutional Shares

1.80%


Class A Shares

2.05%


Class C Shares

2.80%


The Adviser has agreed to keep these contractual limitations in place through December 8, 2008.

In addition, after fulfilling its contractual commitment, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. For the year ended July 31, 2007, the Adviser waived $73,652 of its fee and reimbursed $239,213 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement (the “Agreement”), provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:

Administrative Fee

   

Average Aggregate Daily Net Assets
of the Federated Funds


0.150%

on the first $5 billion


0.125%

on the next $5 billion


0.100%

on the next $10 billion


0.075%

on assets in excess of $20 billion


The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. During the period from July 15, 2006 through December 8, 2006, the administrator contractually agreed to waive a portion of its fee which it would otherwise be entitled to receive from the Fund under the Agreement. The level of fees payable by the Fund to FAS for the period will not exceed the level of fees which the Fund would have paid during the period to its previous service provider under the previous administrative services contract. In addition, FAS may voluntarily choose to waive any portion of its fee. For the year ended July 31, 2007, the net fee paid to FAS was 1.573% of average daily net assets of the Fund. FAS waived $105,133 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act which became effective December 11, 2006. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund’s Class A Shares and Class C Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses of up to the following percentages of average daily net assets annually, to compensate FSC:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

0.75%


Prior to December 11, 2006, the Fund incurred distribution expenses according to the following schedule annually, to compensate FSC:

Share Class

   

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

1.00%


When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended July 31, 2007, FSC retained $15,419 of fees paid by the Fund.

Sales Charges

For the year ended July 31, 2007, FSC retained $3,893 in sales charges from the sale of Class A Shares. FSC also retained $14 of contingent deferred sales charges relating to redemptions of Class C Shares. See “What Do Shares Cost?” in the Prospectus.

Shareholder Services Fee

Effective December 11, 2006, the Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund’s Class A Shares and Class C Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. For the year ended July 31, 2007, FSSC did not receive any fees paid by the Fund.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses so that the total operating expenses (including the distribution (12b-1) fee) paid by the Fund’s Institutional Shares, Class A Shares and Class C Shares (after the voluntary waivers and reimbursements) will not exceed 1.40%, 1.65% and 2.40%, respectively, for the fiscal year ending July 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after September 30, 2008.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

Transactions with Affiliated Companies

Affiliated holdings are mutual funds which are managed by the Adviser or an affiliate of the Adviser. The Adviser has agreed to reimburse the Fund for certain investment adviser fees as a result of transactions in other affiliated mutual funds. For the year ended July 31, 2007, the Adviser reimbursed $17 in connection with the affiliated mutual fund listed below. Transactions with the affiliated company during the year ended July 31, 2007 are as follows:

Affiliate

  

Balance of
Shares Held
7/31/2006

  

Purchases/
Additions

  

Sales/
Reductions

 

Balance of
Shares Held
7/31/2007

  

Value

  

Dividend
Income


Prime Value Obligations Fund, Institutional Shares

--

925,941

736,583

189,358

$189,358

$1,255


6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the year ended July 31, 2007, were as follows:


Purchases

   

$

17,046,857


Sales

$

12,035,473


7. LINE OF CREDIT

The Fund participates in a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the Fund did not utilize the LOC.

8. INTERFUND LENDING

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (SEC), the Fund, along with other funds advised by subsidiaries of Federated Investors, Inc., may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from other participating affiliated funds. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the program was not utilized.

9. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, “Federated”), along with various investment companies sponsored by Federated (“Funds”) were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated’s first public announcement that it had received requests for information on shareholder trading activities in the Funds from the SEC, the Office of the New York State Attorney General (“NYAG”), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as late as a fund’s last NAV calculation in the first required financial statement reporting period. As a result, the Fund will adopt FIN 48 no later than January 31, 2008. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund’s financial statement disclosures.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF FEDERATED MDT SERIES AND SHAREHOLDERS OF FEDERATED MDT TAX AWARE/ALL CAP CORE FUND

We have audited the accompanying statement of assets and liabilities of Federated MDT Tax Aware/All Cap Core Fund (the “Fund”) (one of the portfolios constituting Federated MDT Series), including the portfolio of investments, as of July 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated MDT Tax Aware/All Cap Core Fund, a portfolio of Federated MDT Series, at July 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

/s/Ernst & Young LLP

Boston, Massachusetts

September 19, 2007

Board of Trustees and Trust Officers

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Trust comprised eight portfolios, and the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund’s Statement of Additional Information includes additional information about Trust Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex’s Executive Committee.

Previous Positions: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT AND TRUSTEE
Began serving: August 2006

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for interested status: John F. Donahue is the father of J. Christopher Donahue; both are interested due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is interested because his son-in-law is employed by the Funds principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children’s Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant.

Other Directorships Held: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Thomas M. ONeill
Birth Date: June 14, 1951
95 Standish Street
P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting).

Other Directorships Held: Director, Midway Pacific (lumber); Board of Overseers, Children’s Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Previous Positions: Public Relations/Marketing Consultant/Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College.

Other Directorships Held: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation


OFFICERS


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
SECRETARY
Began serving: August 2006

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.


Richard A. Novak
Birth Date: December 25, 1963
TREASURER
Began serving: August 2006

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Previous Positions: Controller of Federated Investors, Inc.; Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.


Brian P. Bouda
Birth Date: February 28, 1947
SENIOR VICE PRESIDENT AND
CHIEF COMPLIANCE OFFICER
Began serving: August 2006

Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.


Evaluation and Approval of Advisory Contract

FEDERATED MDT TAX AWARE/ALL CAP CORE FUND (THE FUND)

The Fund’s Board reviewed the Fund’s investment advisory contract at meetings held in May 2007. The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

In this connection, the Federated funds had previously appointed a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated fund. The Senior Officer has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below. The Board considered that evaluation, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with and considered judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser’s fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser’s cost of providing the services; the extent to which the Adviser may realize “economies of scale” as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser’s services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for what might be viewed as like services, and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise and accompany the Senior Officer’s evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board’s formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board also received information on particular matters as the need arose. Thus, the Board’s consideration of the advisory contract included review of the Senior Officer’s evaluation, accompanying data and additional reports covering such matters as: the Adviser’s investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or “peer group” funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund’s investment objectives; the Fund’s expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund’s portfolio securities (if any); and the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates. The Board also considered the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund’s relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The Board’s evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund’s performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund’s investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund’s ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund’s investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser’s investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated’s fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, using data supplied by independent fund ranking organizations, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups are highly important in judging the reasonableness of proposed fees.

The Fund’s performance fell below the median of the relevant peer group for the one year period ending December 31, 2006. The Board discussed the Fund’s performance with the Adviser and recognized the efforts being undertaken by the Adviser. The Board will continue to monitor these efforts and the performance of the Fund.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated’s subsidiaries for providing other services to the Federated funds under separate contracts (e.g., for serving as the Federated funds’ administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades. In addition, the Board considered the fact that, in order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have disclosed to fund investors and/or indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs (and the unavoidable arbitrary aspects of that exercise) and the lack of consensus on how to allocate those costs may render such allocation reports unreliable. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board and the Senior Officer also reviewed a report compiled by Federated comparing profitability information for Federated to other publicly held fund management companies. In this regard, the Senior Officer noted the limited availability of such information, but nonetheless concluded that Federated’s profit margins did not appear to be excessive and the Board agreed.

The Senior Officer’s evaluation also discussed the notion of possible realization of “economies of scale” as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in areas such as personnel and processes for the portfolio management, compliance, and risk management functions; distribution efforts; and systems technology; that support all of the Federated funds, and that the benefits of these efforts (as well as any economies, should they exist) were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which (as discussed in independently prepared materials included in the Senior Officer’s evaluation) is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with “breakpoints” that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated’s fund advisory services at this time.

It was noted that for the Fund’s most recently completed fiscal year, the Fund’s investment advisory fee was waived in its entirety. The Board reviewed the contractual fee rate and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive.

The Senior Officer’s evaluation noted his belief that the information and observations contained in his evaluation supported his finding that the proposed management fees are reasonable, and that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. Under these circumstances, no changes were recommended to, and no objection was raised to the continuation of the Fund’s advisory contract. For 2006, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser’s industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board’s approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were necessarily relevant to the Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board’s decision to approve the contract reflects its determination that Federated’s performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from Federated’s website at FederatedInvestors.com. To access this information from the “Products” section of the website, click on the “Prospectuses and Regulatory Reports” link under "Related Information", then select the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Prospectuses and Regulatory Reports” link. Form N-PX filings are also available at the SEC’s website at www.sec.gov.

Quarterly Portfolio Schedule

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the “Products” section of Federated’s website at FederatedInvestors.com by clicking on “Portfolio Holdings” under “Related Information,” then selecting the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page click, on the “Portfolio Holdings” link.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the fund’s prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

Federated Investors
World-Class Investment Manager

Federated MDT Tax Aware/All Cap Core Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R403
Cusip 31421R502

37337 (9/07)

Federated is a registered mark of Federated Investors, Inc.
2007 ©Federated Investors, Inc.

Federated Investors
World-Class Investment Manager

Federated MDT Tax
Aware/All Cap Core Fund

A Portfolio of Federated MDT Series



ANNUAL SHAREHOLDER REPORT

July 31, 2007

Institutional Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
MANAGEMENTS DISCUSSION OF FUND PERFORMANCE
PORTFOLIO OF INVESTMENTS SUMMARY TABLE
PORTFOLIO OF INVESTMENTS
STATEMENT OF ASSETS AND LIABILITIES
STATEMENT OF OPERATIONS
STATEMENT OF CHANGES IN NET ASSETS
NOTES TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BOARD OF TRUSTEES AND TRUST OFFICERS
EVALUATION AND APPROVAL OF ADVISORY CONTRACT
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
QUARTERLY PORTFOLIO SCHEDULE

Not FDIC Insured * May Lose Value * No Bank Guarantee

Financial Highlights

(For a Share Outstanding Throughout Each Period)

   

Year Ended
7/31/2007

1

   

Period
Ended
7/31/2006

2


Net Asset Value, Beginning of Period

$10.36

$10.00

Income From Investment Operations:

Net investment income (loss)

0.01

3

(0.03)

3

Net realized and unrealized gain on investments

1.32

0.39


TOTAL FROM INVESTMENT OPERATIONS

1.33

0.36


Net Asset Value, End of Period

$11.69

$10.36


Total Return4

12.84

%

3.60

%


 

Ratios to Average Net Assets:


Net expenses

1.40

%

1.76

%5


Net investment income (loss)

0.12

%

(0.25

)%5


Expense waiver/reimbursement6

5.47

%

3.71

%5


Supplemental Data


Net assets, end of period (000 omitted)

$3,645

$1,383


Portfolio turnover

154

%

182

%


1 MDT Tax Aware/All Cap Core Fund (the Predecessor Fund) was reorganized into the Federated MDT Tax Aware/All Cap Core Fund (the Fund) as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. 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 Funds operations.

2 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

3 Per share numbers have been calculated using the average shares method.

4 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.

5 Computed on an annualized basis.

6 This expense decrease is reflected in both the net expense and the net investment income (loss) ratios shown above.

See Notes which are an integral part of the Financial Statements

Shareholder Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees; to the extent applicable, distribution (12b-1) fees and/or shareholder services fees and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from February 1, 2007 to July 31, 2007.

ACTUAL EXPENSES

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses attributable to your investment during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are required to be provided to enable you to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

   

Beginning
Account Value
2/1/2007

   

Ending
Account Value
7/31/2007

   

Expenses Paid
During Period1


Actual

$1,000

$1,020.10

$6.96


Hypothetical (assuming a 5% return before expenses)

$1,000

$1,017.90

$6.95


1 Expenses are equal to the Funds annualized net expense ratio of 1.39%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Management’s Discussion of Fund Performance

The fund’s total return for the fiscal year ended July 31, 2007 was 12.84% for Institutional Shares.1 The total return of the Russell 3000® Index2 (Russell 3000®) was 16.08% for the same period. The fund’s total return for the fiscal year reflected actual cash flows, transaction costs and other expenses which were not reflected in the total return of the Russell 3000®. The total return of the Lipper Multi-Cap Core Funds Index3 was 18.31% for the same period.

1 The fund is the successor to the MDT Tax Aware/All Cap Core Fund pursuant to a reorganization that took place on December 8, 2006. Prior to that date, the fund had no investment operations. Accordingly, the performance information provided is historical information of the MDT Tax Aware/All Cap Core Fund.

2 The Russell 3000® Index offers investors access to the broad U.S. equity universe representing approximately 98% of the U.S. market. The Russell 3000 is constructed to provide a comprehensive, unbiased, and stable barometer of the broad market and is completely reconstituted annually to ensure new and growing equities are reflected. The index is unmanaged and investments can not be made directly in an index. The index is unmanaged and investments can not be made directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

MARKET OVERVIEW

Over the twelve month reporting period ended July 31, 2007, domestic equity markets enjoyed a positive, if somewhat rocky, performance highlighted by a sudden decline in late February and another decline as the reporting period ended in July. The Russell 3000®, which represents the performance of the 3000 largest U.S. companies by market capitalization, finished the period up a solid 16.08%. Mid-cap stocks lead the way as demonstrated by the 18.93% return on the Russell Midcap® Index,4 which exceeded the 15.48% and 12.12% results for the Russell Top 200® Index5 and the Russell 2000® Index,6 respectively. Growth stocks outperformed value stocks by a wide margin during the year with the Russell 3000® Growth Index7 returning 19.24% as compared to 12.97% for the Russell 3000® Value Index.8

The best performing sectors during the reporting period in the Russell 3000® were Materials (up 35.67%), Telecommunication Services (up 30.35%) and Information Technology (up 29.43%). Underperforming sectors included Financials (up just 2.11%, negatively influenced by a disruption in credit markets late in the reporting period), Health Care (up 8.23%) and Consumer Staples (up 11.12%).

FUND PERFORMANCE

The most significant contributor to the fund’s performance relative to the Russell 3000® was its overweight in the Energy sector. Stock selection in the Information Technology sector provided a modest contribution to relative performance. The fund’s performance was negatively impacted by its overweight relative to the Russell 3000® in the Financials sector and by its stock selection in that sector.

Individual stocks contributing to the fund’s performance relative to the Russell 3000® included: Apple Computer Inc., Schlumberger Limited Ltd., Chevron Corp., Morgan Stanley, and Marathon Oil Corp.

Individual stocks detracting from the fund’s performance relative to the Russell 3000® included: Exxon Mobil Corp., Merrill Lynch & Co., Inc., Cisco Systems Inc., Hess Corp. and AT&T Inc.

4 The Russell Midcap® Index measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 31% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments can not be made directly in an index.

5 Russell Top 200® Index measures the performance of the 200 largest companies in the Russell 1000 Index, which represents approximately 69% of the total market capitalization of the Russell 1000 Index. The index is unmanaged and investments can not be made directly in an index.

6 The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 10% of the total market capitalization of the Russell 3000 Index. The index is unmanaged and investments can not be made directly in an index.

7 The Russell 3000® Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in this index are also members of either the Russell 1000 Growth or the Russell 2000 Growth indexes. The index is unmanaged and investments can not be made directly in an index.

8 The Russell 3000® Value Index measures the performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. The stocks in this index are also members of either the Russell 1000 Value or the Russell 2000 Value indexes. The index is unmanaged and investments can not be made directly in an index.

Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400.

GROWTH OF A $25,000 INVESTMENT -- INSTITUTIONAL SHARES

The graph below illustrates the hypothetical investment of $25,0001 in the Federated MDT Tax Aware/All Cap Core Fund (Institutional Shares) (the “Fund”) from September 15, 2005 (start of performance) to July 31, 2007, compared to the Russell 3000 Index (Russell 3000)2 and the Lipper Multi-Cap Core Funds Index.3

Average Annual Total Returns for the Period Ended 7/31/2007

   


1 Year

12.84%


Start of Performance (9/15/2005)

8.68%


Performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investors shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month-end performance and after-tax returns, visit FederatedInvestors.com or call 1-800-341-7400. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 The Funds performance assumes the reinvestment of all dividends and distributions. The Russell 3000 and the Lipper Multi-Cap Core Funds Index have been adjusted to reflect reinvestment of dividends on securities in the indexes.

2 The Russell 3000 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Funds performance. The index is unmanaged and, unlike the Fund, is not affected by cashflows. It is not possible to invest directly in an index.

3 Lipper figures represent the average of the total returns reported by all of the mutual funds designated by Lipper Analytical Services, Inc. as far as falling into the respective categories indicated. Lipper figures do not reflect sales charges.

Portfolio of Investments Summary Table

At July 31, 2007, the Fund’s industry composition1 was as follows:


Industry

Percentage of
Total Net Assets


Money Center Bank

7.6%


Securities Brokerage

5.7%


Multi-Line Insurance

5.4%


Oil Well Supply

5.4%


Internet Services

5.2%


Integrated Domestic Oil

5.0%


Integrated International Oil

4.9%


Regional Bank

4.8%


Life Insurance

4.7%


Property Liability Insurance

4.6%


Computers-Low End

4.5%


Agricultural Chemicals

3.8%


Oil Refiner

3.0%


Multi-Industry Capital Goods

2.9%


Building Supply Stores

2.5%


Metal Fabrication

2.5%


Financial Services

2.0%


Electric Utility

1.7%


Railroad

1.5%


Crude Oil & Gas Production

1.3%


Services to Medical Professionals

1.1%


Apparel

1.0%


Ethical Drugs

1.0%


Other2

17.1%


Cash Equivalents3

1.8%


Other Assets and Liabilities--Net4

(1.0)%


TOTAL

100.0%


1 Except for Cash Equivalents and Other Assets and Liabilities, industry classifications are based upon, and individual portfolio securities are assigned to, the classifications of the Global Industry Classification Standard (GICS) except that the adviser assigns a classification to securities not classified by the GICS and to securities for which the adviser does not have access to the classification made by the GICS.

2 For purposes of this table, industry classifications which constitute less than 1.0% of the Funds total net assets have been aggregated under the designation Other.

3 Cash Equivalents include any investments in money market mutual funds and/or overnight repurchase agreements.

4 Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities.

Portfolio of Investments

July 31, 2007

Shares

   

   

Value


COMMON STOCKS--99.2%

Advertising--0.2%

382

Omnicom Group, Inc.

$

19,814


Agricultural Chemicals--3.8%

184

Bunge Ltd.

16,672

88

FMC Corp.

7,843

5,799

Monsanto Co.

373,746


TOTAL

398,261


Agricultural Machinery--0.5%

400

Deere & Co.

48,168


Aluminum--0.1%

275

Alcoa, Inc.

10,505


Apparel--1.0%

2,115

1

Coach, Inc.

96,148

295

Guess ?, Inc.

14,010


TOTAL

110,158


Auto Original Equipment Manufacturers--0.4%

258

American Axle & Manufacturing Holdings, Inc.

6,244

183

1

AutoZone, Inc.

23,206

103

Johnson Controls, Inc.

11,654

119

Sun Hydraulics, Inc.

3,537


TOTAL

44,641


Biotechnology--0.1%

167

1

Martek Biosciences Corp.

4,279

171

1

Waters Corp.

9,962


TOTAL

14,241


Book Publishing--0.0%

69

1

Scholastic Corp.

2,220


Broadcasting--0.1%

339

1

Discovery Holding Co., Class A

8,041


Building Supply Stores--2.5%

3,094

Home Depot, Inc.

115,004

5,369

Lowe’s Cos., Inc.

150,386


TOTAL

265,390


Cable TV--0.6%

2,368

1

Comcast Corp., Class A

62,207


COMMON STOCKS--continued

Cement--0.3%

261

Martin Marietta Materials, Inc.

$

35,757


Clothing Stores--0.3%

708

1

Aeropostale, Inc.

26,961

187

1

Hanesbrands, Inc.

5,799


TOTAL

32,760


Computer Networking--0.1%

442

1

Juniper Networks, Inc.

13,242


Computer Services--0.2%

310

1

Cognizant Technology Solutions Corp.

25,104


Computer Stores--0.1%

666

1

Ingram Micro, Inc., Class A

13,353


Computers - Low End--4.5%

3,608

1

Apple, Inc.

475,390


Construction Machinery--0.1%

184

Manitowoc, Inc.

14,291


Cosmetics & Toiletries--0.0%

47

Estee Lauder Cos., Inc., Class A

2,116


Crude Oil & Gas Production--1.3%

511

Apache Corp.

41,309

206

1

Bill Barrett Corp.

7,070

149

Cimarex Energy Co.

5,640

1,079

Devon Energy Corp.

80,504

37

Pogo Producing Co.

1,971


TOTAL

136,494


Defense Aerospace--0.1%

189

Goodrich (B.F.) Co.

11,890


Defense Electronics--0.4%

217

1

FLIR Systems, Inc.

9,472

60

1

First Solar, Inc.

6,754

120

Raytheon Co.

6,643

279

Rockwell Collins

19,167


TOTAL

42,036


Department Stores--0.1%

159

Target Corp.

9,631


Discount Department Stores--0.1%

359

Foot Locker, Inc.

6,663


Diversified Leisure--0.1%

204

Carnival Corp.

9,039


COMMON STOCKS--continued

Diversified Oil--0.6%

1,181

Occidental Petroleum Corp.

$

66,986


Drug Stores--0.1%

154

Longs Drug Stores Corp.

7,447


Electric Utility--1.7%

621

1

Allegheny Energy, Inc.

32,435

752

Ameren Corp.

36,081

481

DTE Energy Co.

22,309

1,289

Edison International

68,175

277

Pepco Holdings, Inc.

7,498

165

Portland General Electric Co.

4,440

336

SCANA Corp.

12,560


TOTAL

183,498


Electrical Equipment--0.0%

91

AMETEK, Inc.

3,551


Electronic Instruments--0.0%

74

Analogic Corp.

4,913


Ethical Drugs--1.0%

366

1

King Pharmaceuticals, Inc.

6,226

402

Pfizer, Inc.

9,451

3,104

Schering Plough Corp.

88,588


TOTAL

104,265


Financial Services--2.0%

893

Ambac Financial Group, Inc.

59,965

651

Ameriprise Financial, Inc.

39,236

920

CIT Group, Inc.

37,886

39

CME Group, Inc.

21,478

94

Dun & Bradstreet Corp.

9,189

225

Janus Capital Group, Inc.

6,763

312

MBIA Insurance Corp.

17,503

125

1

Mastercard, Inc., Class A

20,100


TOTAL

212,120


Gas Distributor--0.1%

206

AGL Resources, Inc.

7,766

148

MDU Resources Group, Inc.

4,034


TOTAL

11,800


Home Building--0.8%

735

Centex Corp.

27,423

658

KB HOME

20,931

COMMON STOCKS--continued

Home Building--continued

979

Lennar Corp., Class A

$

30,016

6

1

NVR, Inc.

3,471


TOTAL

81,841


Insurance Brokerage--0.1%

9

1

Markel Corp.

4,190

217

Odyssey Re Holdings Corp.

7,638


TOTAL

11,828


Integrated Domestic Oil--5.0%

4,052

ConocoPhillips

327,564

3,595

Marathon Oil Corp.

198,444


TOTAL

526,008


Integrated International Oil--4.9%

6,106

Chevron Corp.

520,598


Internet Services--5.2%

2,795

1

Amazon.com, Inc.

219,519

330

1

IAC Interactive Corp.

9,484

404

1

Priceline.com, Inc.

25,775

9,134

1

eBay, Inc.

295,942


TOTAL

550,720


Iron Ore Production--0.2%

257

Cleveland Cliffs, Inc.

17,802


Leasing--0.0%

91

GATX Corp.

4,128


Life Insurance--4.7%

145

Delphi Financial Group, Inc.

5,825

4,756

MetLife, Inc.

286,406

334

Nationwide Financial Services, Inc., Class A

19,008

330

Protective Life Corp.

14,197

1,678

Prudential Financial, Inc.

148,721

282

Torchmark Corp.

17,354


TOTAL

491,511


Lumber Products--0.1%

466

Louisiana-Pacific Corp.

8,630


Major Steel Producer--0.1%

169

Ryerson, Inc.

5,423


COMMON STOCKS--continued

Maritime--0.4%

221

1

Genco Shipping & Trading Ltd.

$

12,449

411

Overseas Shipholding Group, Inc.

31,889


TOTAL

44,338


Medical Supplies--0.1%

99

1

Kyphon, Inc.

6,496


Medical Technology--0.9%

157

Dentsply International, Inc.

5,729

307

1

Intuitive Surgical, Inc.

65,271

668

1

St. Jude Medical, Inc.

28,818


TOTAL

99,818


Metal Containers--0.1%

134

Ball Corp.

6,870


Metal Fabrication--2.5%

1,669

Precision Castparts Corp.

228,753

413

Timken Co.

13,794

841

Worthington Industries, Inc.

17,409


TOTAL

259,956


Mini-Mill Producer--0.3%

800

Commercial Metals Corp.

24,672

149

Schnitzer Steel Industries, Inc., Class A

8,074


TOTAL

32,746


Miscellaneous Components--0.3%

436

Amphenol Corp., Class A

14,937

199

1

Cree, Inc.

5,098

456

1

Vishay Intertechnology, Inc.

7,073


TOTAL

27,108


Miscellaneous Food Products--0.8%

2,516

Archer-Daniels-Midland Co.

84,538


Miscellaneous Machinery--0.2%

113

Roper Industries, Inc.

6,778

104

SPX Corp.

9,762


TOTAL

16,540


Miscellaneous Metals--0.3%

57

Kennametal, Inc.

4,370

374

Metal Management, Inc.

15,712

544

1

USEC, Inc.

9,134


TOTAL

29,216


COMMON STOCKS--continued

Money Center Bank--7.6%

5,711

Bank of America Corp.

$

270,816

955

Citigroup, Inc.

44,474

10,962

J.P. Morgan Chase & Co.

482,438


TOTAL

797,728


Mortgage and Title--0.1%

165

LandAmerica Financial Group, Inc.

12,637


Multi-Industry Transportation--0.1%

276

1

Hub Group, Inc., Class A

9,390


Multi-Industry Capital Goods--2.9%

33

Acuity Brands, Inc.

1,950

67

American Standard Cos.

3,621

6,466

General Electric Co.

250,622

904

Honeywell International, Inc.

51,989


TOTAL

308,182


Multi-Line Insurance--5.4%

1,488

Allstate Corp.

79,087

6,466

American International Group, Inc.

414,988

723

Assurant, Inc.

36,671

214

1

CNA Financial Corp.

8,885

306

Hartford Financial Services Group, Inc.

28,112


TOTAL

567,743


Mutual Fund Adviser--0.3%

71

1

Affiliated Managers Group

8,023

171

Franklin Resources, Inc.

21,780


TOTAL

29,803


Offshore Driller--0.9%

92

1

Hornbeck Offshore Services, Inc.

3,961

347

1

Oceaneering International, Inc.

19,488

1,059

Tidewater, Inc.

72,457


TOTAL

95,906


Oil Refiner--3.0%

1,034

Tesoro Petroleum Corp.

51,493

3,985

Valero Energy Corp.

267,035


TOTAL

318,528


Oil Service, Explore & Drill--0.5%

386

1

Grant Prideco, Inc.

21,655

375

1

McDermott International, Inc.

31,103


TOTAL

52,758


COMMON STOCKS--continued

Oil Well Supply--5.4%

242

1

Cameron International Corp.

$

18,876

508

1

FMC Technologies, Inc.

46,492

5,303

Schlumberger Ltd.

502,300


TOTAL

567,668


Other Communications Equipment--0.1%

99

Harris Corp.

5,433


Other Steel Producer--0.2%

247

Chaparral Steel Co.

20,758


Paper Products--0.5%

747

MeadWestvaco Corp.

24,307

442

Temple-Inland, Inc.

25,693


TOTAL

50,000


Poultry Products--0.3%

563

Pilgrim’s Pride Corp.

18,962

322

Sanderson Farms, Inc.

12,838


TOTAL

31,800


Property Liability Insurance--4.6%

429

American Financial Group, Inc.

12,051

2,549

Chubb Corp.

128,495

353

Commerce Group, Inc. - Massachusetts

10,142

545

HCC Insurance Holdings, Inc.

15,958

1,321

Loews Corp.

62,615

141

Mercury General Corp.

7,301

220

Ohio Casualty Corp.

9,550

114

1

Philadelphia Consolidated Holding Corp.

4,120

355

Reinsurance Group of America

18,925

379

SAFECO Corp.

22,160

3,751

The St. Paul Travelers Cos., Inc.

190,476

30

Transatlantic Holdings, Inc.

2,195


TOTAL

483,988


Railroad--1.5%

3,021

Norfolk Southern Corp.

162,469


Regional Bank--4.8%

256

Associated Banc Corp.

7,357

510

BB&T Corp.

19,084

181

Central Pacific Financial Corp.

5,106

161

City National Corp.

11,397

228

Colonial BancGroup, Inc.

4,973

COMMON STOCKS--continued

Regional Bank--continued

901

Comerica, Inc.

$

47,447

1,256

Fifth Third Bancorp

46,334

262

FirstMerit Corp.

4,802

91

Huntington Bancshares, Inc.

1,747

4,171

KeyCorp

144,692

86

M & T Bank Corp.

9,141

1,607

National City Corp.

47,230

1,391

SunTrust Banks, Inc.

108,915

588

UnionBanCal Corp.

32,493

254

Zions Bancorp

18,936


TOTAL

509,654


Restaurant--0.2%

280

1

Buffalo Wild Wings, Inc.

12,102

364

Yum! Brands, Inc.

11,663


TOTAL

23,765


Securities Brokerage--5.7%

597

Goldman Sachs Group, Inc.

112,439

1,499

Lehman Brothers Holdings, Inc.

92,938

1,559

Merrill Lynch & Co., Inc.

115,678

4,401

Morgan Stanley

281,092


TOTAL

602,147


Semiconductor Distribution--0.3%

888

1

Avnet, Inc.

33,637


Semiconductor Manufacturing--0.7%

248

Altera Corp.

5,754

670

Intersil Corp., Class A

19,598

1,132

Linear Technology Corp.

40,356

433

1

Spansion, Inc.

4,594


TOTAL

70,302


Semiconductor Manufacturing Equipment--0.0%

240

1

Teradyne, Inc.

3,766


Services to Medical Professionals--1.1%

824

1

Express Scripts, Inc.

41,307

45

1

Laboratory Corp. of America Holdings

3,323

741

1

Medco Health Solutions, Inc.

60,221

169

1

Nighthawk Radiology Holdings, Inc.

3,486

116

1

Wellpoint, Inc.

8,714


TOTAL

117,051


COMMON STOCKS--continued

Shoes--0.4%

658

1

Crocs, Inc.

$

39,033


Software Packaged/Custom--0.9%

168

1

Blue Coat Systems, Inc.

8,187

608

1

Computer Sciences Corp.

33,853

88

National Instruments Corp.

2,847

2,125

1

Oracle Corp.

40,630

176

1

SPSS, Inc.

7,223


TOTAL

92,740


Specialty Chemicals--0.3%

149

Minerals Technologies, Inc.

9,636

465

1

OM Group, Inc.

22,525


TOTAL

32,161


Specialty Retailing--0.0%

158

1

AutoNation, Inc.

3,078

88

Borders Group, Inc.

1,440


TOTAL

4,518


Telecommunication Equipment & Services--0.2%

772

1

Corning, Inc.

18,404


Telephone Utility--0.6%

1,008

Embarq Corp.

62,284


Trucking--0.1%

140

Con-way, Inc.

6,915


Undesignated Consumer Cyclicals--0.8%

493

DeVRY, Inc.

15,973

565

1

ITT Educational Services, Inc.

59,698

164

1

TeleTech Holdings, Inc.

4,810


TOTAL

80,481


Undesignated Consumer Staples--0.2%

422

1

Nutri/System, Inc.

23,514


Undesignated Health--0.0%

94

IMS Health, Inc.

2,644


TOTAL COMMON STOCKS (IDENTIFIED COST $9,643,853)

10,469,914


MUTUAL FUND--1.8%

189,358

 2,3

Prime Value Obligations Fund, Institutional Shares, 5.25%
(AT NET ASSET VALUE)

$

189,358


TOTAL INVESTMENTS--101.0% (IDENTIFIED COST $9,833,211)4

10,659,272


OTHER ASSETS AND LIABILITIES-NET--(1.0)%

(103,985

)


TOTAL NET ASSETS--100%

$

10,555,287


1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 The cost of investments for federal tax purposes amounts to $9,836,512.

Note: The categories of investments are shown as a percentage of total net assets at July 31, 2007.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

July 31, 2007

Assets:

   

   

Total investments in securities, at value including $189,358 of investments
in an affiliated issuer (Note 5) (identified cost $9,833,211)

$

10,659,272

Income receivable

2,719

Receivable for investments sold

427,017

Receivable for shares sold

34,150


TOTAL ASSETS

11,123,158


Liabilities:

Payable for investments purchased

$

516,768

Payable for shares redeemed

76

Payable for transfer and dividend disbursing agent fees and expenses

11,706

Payable for Directors’/Trustees’ fees

616

Payable for portfolio accounting fees

7,169

Payable for distribution services fee (Note 5)

2,674

Payable for shareholder services fee (Note 5)

3,790

Accrued expenses

25,072


TOTAL LIABILITIES

567,871


Net assets for 908,857 shares outstanding

$

10,555,287


Net Assets Consist of:

Paid-in capital

$

9,804,314

Net unrealized appreciation of investments

826,061

Accumulated net realized loss on investments

(75,088

)


TOTAL NET ASSETS

$

10,555,287


Net Asset Value, Offering Price and Redemption Proceeds Per Share

Institutional Shares:

Net asset value per share ($3,645,436 ÷ 311,864 shares outstanding),
no par value, unlimited shares authorized

$11.69


Offering price per share

$11.69


Redemption proceeds per share

$11.69


Class A Shares:

Net asset value per share ($3,902,746 ÷ 334,930 shares outstanding),
no par value, unlimited shares authorized

$11.65


Offering price per share (100/94.50 of $11.65)1

$12.33


Redemption proceeds per share

$11.65


Class C Shares:

Net asset value per share ($3,007,105 ÷ 262,063 shares outstanding),
no par value, unlimited shares authorized

$11.47


Offering price per share

$11.47


Redemption proceeds per share (99.00/100 of $11.47)1

$11.36


1 See What Do Shares Cost? in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Year Ended July 31, 2007

Investment Income:

   

   

   

Dividends (including $1,255 received from an affiliated issuer (Note 5))

$

115,718

Interest

4,900


TOTAL INCOME

120,618


Expenses:

Investment adviser fee (Note 5)

$

73,669

Administrative personnel and services fee (Note 5)

230,295

Custodian fees

15,829

Transfer and dividend disbursing agent fees and expenses

49,541

Directors’/Trustees’ fees

729

Auditing fees

15,591

Legal fees

6,215

Portfolio accounting fees

75,295

Distribution services fee--Class A Shares (Note 5)

2,111

Distribution services fee--Class C Shares (Note 5)

17,556

Shareholder services fee--Class A Shares (Note 5)

5,389

Shareholder services fee--Class C Shares (Note 5)

3,958

Share registration costs

61,489

Printing and postage

23,535

Insurance premiums

6,106

Miscellaneous

3,320


TOTAL EXPENSES

590,628


Waivers and Reimbursements:

Waiver/reimbursement of investment adviser fee (Note 5)

$

(73,669

)

Waiver of administrative personnel and services fee (Note 5)

(105,133

)

Waiver of transfer and dividend disbursing agent fees
and expenses

(12,050

)

Waiver of portfolio accounting fees

(20,162

)

Reimbursement of other operating expenses (Note 5)

(239,213

)


TOTAL WAIVERS AND REIMBURSEMENTS

(450,227

)


Net expenses

140,401


Net investment income (loss)

(19,783

)


Realized and Unrealized Gain on Investments:

Net realized gain on investments

222,906

Net change in unrealized appreciation of investments

531,414


Net realized and unrealized gain on investments

754,320


Change in net assets resulting from operations

$

734,537


See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets

   

Year Ended
7/31/2007

   

Period
Ended
7/31/2006

1


Increase (Decrease) in Net Assets

Operations:

Net investment income (loss)

$

(19,783

)

$

(12,305

)

Net realized gain (loss) on investments

222,906

(297,994

)

Net change in unrealized appreciation/depreciation of investments

531,414

294,647


CHANGE IN NET ASSETS RESULTING FROM OPERATIONS

734,537

(15,652

)


Share Transactions:

Proceeds from sale of shares

6,651,420

4,953,565

Cost of shares redeemed

(1,606,158

)

(166,458

)

Redemption fees2

1,870

2,163


CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS

5,047,132

4,789,270


Change in net assets

5,781,669

4,773,618


Net Assets:

Beginning of period

4,773,618

--


End of period

$

10,555,287

$

4,773,618


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

2 Redemption fees in 2006 have been reclassified to permit comparison.

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

July 31, 2007

1. ORGANIZATION

Federated MDT Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company. The Trust consists of eight portfolios. The financial statements included herein are only those of Federated MDT Tax Aware/All Cap Core Fund (the “Fund”), a diversified portfolio. The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held. Each portfolio pays its own expenses. The Fund offers three classes of shares: Institutional Shares, Class A Shares and Class C Shares. All shares of the Fund have equal rights with respect to voting, except on class-specific matters. The financial highlights of the Class A Shares and Class C Shares are presented separately. The primary investment objective of the Fund is long-term capital appreciation while seeking to minimize the impact of taxes.

MDT Tax Aware/All Cap Core Fund (the “Predecessor Fund”) was reorganized into the Fund as of the close of business on December 8, 2006. Prior to the reorganization, the Fund had no investment operations. The Fund is the successor to the Predecessor Fund, which commenced operations on September 15, 2005.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with generally accepted accounting principles (GAAP) in the United States of America.

Investment Valuation

Market values of the Fund’s portfolio securities are determined as follows:

  • for equity securities, according to the last sale price or official closing price reported in the market in which they are primarily traded (either a national securities exchange or the over-the-counter market), if available;
  • in the absence of recorded sales for equity securities, according to the mean between the last closing bid and asked prices;
  • for investments in other open-end registered investment companies, based on net asset value (NAV);
  • futures contracts and options are generally valued at market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the over-the-counter market are generally valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board of Trustees (the “Trustees”) may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value;
  • prices for total return swaps are based upon a valuation model determined by management incorporating underlying reference indexes, interest rates, yield curves and other market data or factors; prices for credit default swaps are furnished by an independent pricing service and are based upon a valuation model incorporating default probabilities, recovery rates and other market data or factors; prices for interest rate swaps are furnished by an independent pricing service and are based upon a valuation model incorporating interest rates, yield curves and other market data or factors;
  • for mortgage-backed securities, based on the aggregate investment value of the projected cash flows to be generated by the security, as furnished by an independent pricing service;
  • for other fixed-income securities, according to prices as furnished by an independent pricing service, except that fixed-income securities with remaining maturities of less than 60 days at the time of purchase are valued at amortized cost; and
  • for all other securities at fair value as determined in accordance with procedures established by and under the general supervision of the Trustees.

Prices for fixed-income securities furnished by a pricing service may be based on a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. Such prices (other than prices of mortgage-backed securities) are generally intended to be indicative of the bid prices currently offered to institutional investors for the securities, except that prices for corporate fixed-income and asset-backed securities traded in the United States are generally intended to be indicative of the mean between such bid prices and asked prices. The Trustees have approved the use of such pricing services. A number of pricing services are available, and the Fund may use various pricing services or discontinue the use of any pricing service.

Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics, and other market data or factors. From time to time, when prices cannot be obtained from an independent pricing service, securities may be valued based on quotes from broker-dealers or other financial institutions that trade the securities.

Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the Fund values foreign securities using the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates are generally determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Trustees, although the actual calculation is done by others under the direction of Fund management. An event is considered material if there is both an affirmative expectation that the security’s value will change in response to the event and a reasonable basis for quantifying the resulting change in value.

Repurchase Agreements

It is the policy of the Fund to require the other party to a repurchase agreement to transfer to the Fund’s custodian or sub-custodian eligible securities or cash with a market value (after transaction costs) at least equal to the repurchase price to be paid under the repurchase agreement. The eligible securities are transferred to accounts with the custodian or sub-custodian in which the Fund holds a “securities entitlement” and exercises “control” as those terms are defined in the Uniform Commercial Code. The Fund has established procedures for monitoring the market value of the transferred securities and requiring the transfer of additional eligible securities if necessary to equal at least the repurchase price. These procedures also allow the other party to require securities to be transferred from the account to the extent that their market value exceeds the repurchase price or in exchange for other eligible securities of equivalent market value.

With respect to agreements to repurchase U.S. government securities and cash items, the Fund treats the repurchase agreement as an investment in the underlying securities and not as an obligation of the other party to the repurchase agreement. Other repurchase agreements are treated as obligations of the other party secured by the underlying securities. Nevertheless, the insolvency of the other party or other failure to repurchase the securities may delay the disposition of the underlying securities or cause the Fund to receive less than the full repurchase price. Under the terms of the repurchase agreement, any amounts received by the Fund in excess of the repurchase price and related transaction costs must be remitted to the other party.

The Fund may enter into repurchase agreements in which eligible securities are transferred into joint trading accounts maintained by the custodian or sub-custodian for investment companies and other clients advised by the Fund’s adviser and its affiliates. The Fund will participate on a pro rata basis with the other investment companies and clients in its share of the securities transferred under such repurchase agreements and in its share of proceeds from any repurchase or other disposition of such securities.

Investment Income, Gains and Losses, Expenses and Distributions

Interest income and expenses are accrued daily. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Foreign dividends are recorded on the ex-dividend date or when the Fund is informed of the ex-dividend date. Distributions of net investment income, if any, are declared and paid annually. Non-cash dividends included in dividend income, if any, are recorded at fair value. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each class may bear certain expenses unique to that class such as distribution and shareholder services fees. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Premium and Discount Amortization

All premiums and discounts on fixed-income securities are amortized/accreted for financial statement purposes.

Federal Taxes

It is the Fund’s policy to comply with the Subchapter M provision of the Internal Revenue Code (the “Code”) and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other

Investment transactions are accounted for on a trade date basis. Realized gains and losses from investment transactions are recorded on an identified cost basis.

3. SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:

Year Ended
7/31/2007

Period Ended
7/31/20061


Institutional Shares:

   

Shares

Amount

   

Shares

   

Amount


Shares sold

259,278

$

2,871,927

134,445

$

1,376,578

Shares redeemed

   

(80,930

)

(876,653

)

(929

)

(9,501

)

Redemption fees

--

652

--

--


NET CHANGE RESULTING FROM
INSTITUTIONAL SHARE TRANSACTIONS

178,348

$

1,995,926

133,516

$

1,367,077


Year Ended
7/31/2007

Period Ended
7/31/20061


Class A Shares:

   

Shares

Amount

   

Shares

   

Amount


Shares sold

187,148

$

2,138,258

212,325

$

2,202,874

Shares redeemed

   

(51,271

)

(591,818

)

(13,272

)

(135,352

)

Redemption fees

--

712

--

2,163


NET CHANGE RESULTING FROM
CLASS A SHARE TRANSACTIONS


135,877

$

1,547,152

199,053

$

2,069,685


Year Ended
7/31/2007

Period Ended
7/31/20061


Class C Shares:

   

Shares

Amount

   

Shares

   

Amount


Shares sold

144,501

$

1,641,235

131,487

$

1,374,113

Shares redeemed

   

(11,851

)

(137,687

)

(2,074

)

(21,605

)

Redemption fees

--

506

--

--


NET CHANGE RESULTING FROM
CLASS C SHARE TRANSACTIONS

132,650

$

1,504,054

129,413

$

1,352,508


NET CHANGE RESULTING FROM SHARE TRANSACTIONS


446,875

$

5,047,132

461,982

$

4,789,270


1 Reflects operations for the period from September 15, 2005 (date of initial public investment) to July 31, 2006.

Redemption Fees

Prior to December 11, 2006, the Fund imposed a 2.00% redemption fee to shareholders of the Fund’s Institutional Shares, Class A Shares and Class C Shares who redeem shares held for 30 days or less. Shares acquired by reinvestment of dividends or distributions of the Fund, or purchased pursuant to the Systematic Investment Program or withdrawn pursuant to the Systematic Withdrawal Program, were not subject to the redemption fee. All redemption fees were recorded by the Fund as additions to paid-in-capital.

4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due to differing treatments for net operating loss.

For the year ended July 31, 2007, permanent differences identified and reclassified among the components of net assets were as follows:

Increase (Decrease)


Paid-In Capital

Undistributed
Net Investment
Income


$(19,783)

$19,783


Net investment income (loss), net realized gains (losses), and net assets were not affected by this reclassification.

As of July 31, 2007, the components of distributable earnings on a tax basis were as follows:


Net unrealized appreciation

   

$

822,760


Capital loss carryforwards

   

$

(71,787

)


The difference between book-basis and tax-basis net unrealized appreciation/depreciation is attributable to differing treatments for the deferral of losses on wash sales.

At July 31, 2007, the cost of investments for federal tax purposes was $9,836,512. The net unrealized appreciation of investments for federal tax purposes was $822,760. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $1,100,256 and net unrealized depreciation from investments for those securities having an excess of cost over value of $277,496.

At July 31, 2007, the Fund had a capital loss carryforward of $71,787 which will reduce the Fund’s taxable income arising from future net realized gains on investments, if any, to the extent permitted by the Code and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal income tax. Pursuant to the Code, such capital loss carryforward will expire as follows:

Expiration Year

Expiration Amount


2014

$2,945


2015

$68,842


5. INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee

Federated MDTA LLC is the Fund’s investment adviser (the “Adviser”). The advisory agreement between the Fund and Adviser provides for an annual fee equal to 0.90% of the Fund’s average daily net assets. Prior to December 8, 2006, the Adviser received an annual investment adviser fee equal to 1.00% of the Fund’s average daily net assets. Under the investment advisory contract, which is subject to annual review by the Trustees, the Adviser will waive all or a portion of the advisory fee and/or reimburse certain operating expenses (excluding interest, taxes and brokerage commissions) in order to contractually limit the Fund’s aggregate annual operating expenses to no more than the following annual percentages for each Class of the Fund based on average daily net assets:

Share Class

Percentage of Average Daily
Net Assets of Class


Institutional Shares

1.80%


Class A Shares

2.05%


Class C Shares

2.80%


The Adviser has agreed to keep these contractual limitations in place through December 8, 2008.

In addition, after fulfilling its contractual commitment, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. For the year ended July 31, 2007, the Adviser waived $73,652 of its fee and reimbursed $239,213 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services Agreement (the “Agreement”), provides the Fund with administrative personnel and services. The fee paid to FAS is based on the average aggregate daily net assets of certain Federated funds as specified below:

Administrative Fee

Average Aggregate Daily Net Assets
of the Federated Funds


0.150%

on the first $5 billion


0.125%

on the next $5 billion


0.100%

on the next $10 billion


0.075%

on assets in excess of $20 billion


The administrative fee received during any fiscal year shall be at least $150,000 per portfolio and $40,000 per each additional class of Shares. During the period from July 15, 2006 through December 8, 2006, the administrator contractually agreed to waive a portion of its fee which it would otherwise be entitled to receive from the Fund under the Agreement. The level of fees payable by the Fund to FAS for the period will not exceed the level of fees which the Fund would have paid during the period to its previous service provider under the previous administrative services contract. In addition, FAS may voluntarily choose to waive any portion of its fee. For the year ended July 31, 2007, the net fee paid to FAS was 1.573% of average daily net assets of the Fund. FAS waived $105,133 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act which became effective on December 11, 2006. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. (FSC), the principal distributor, from the daily net assets of the Fund’s Class A Shares and Class C Shares to finance activities intended to result in the sale of these shares. The Plan provides that the Fund may incur distribution expenses of up to the following percentages of average daily net assets annually, to compensate FSC:

Share Class

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

0.75%


Prior to December 11, 2006, the Fund incurred distribution expenses according to the following schedule annually, to compensate FSC:

Share Class

Percentage of Average Daily
Net Assets of Class


Class A Shares

0.25%


Class C Shares

1.00%


When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the year ended July 31, 2007, FSC retained $15,419 of fees paid by the Fund.

Sales Charges

For the year ended July 31, 2007, FSC retained $3,893 in sales charges from the sale of Class A Shares. FSC also retained $14 of contingent deferred sales charges relating to redemptions of Class C Shares. See “What Do Shares Cost?” in the Prospectus.

Shareholder Services Fee

Effective December 11, 2006, the Fund may pay fees (Service Fees) up to 0.25% of the average daily net assets of the Fund’s Class A Shares and Class C Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. For the year ended July 31, 2007, FSSC did not receive any fees paid by the Fund.

Expense Limitation

The Adviser and its affiliates (which may include FSC, FAS and FSSC) have voluntarily agreed to waive their fees and/or reimburse expenses so that the total operating expenses (including the distribution (12b-1) fee) paid by the Fund's Institutional Shares, Class A Shares and Class C Shares (after the voluntary waivers and reimbursements) will not exceed 1.40%, 1.65% and 2.40%, respectively, for the fiscal year ending July 31, 2008. Although these actions are voluntary, the Adviser and its affiliates have agreed not to terminate these waivers and/or reimbursements until after September 30, 2008.

General

Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

Transactions with Affiliated Companies

Affiliated holdings are mutual funds which are managed by the Adviser or an affiliate of the Adviser. The Adviser has agreed to reimburse the Fund for certain investment adviser fees as a result of transactions in other affiliated mutual funds. For the year ended July 31, 2007, the Adviser reimbursed $17 in connection with the affiliated mutual fund listed below. Transactions with the affiliated company during the year ended July 31, 2007 are as follows:

Affiliate

Balance of
Shares Held
7/31/2006

Purchases/
Additions

Sales/
Reductions

Balance of
Shares Held
7/31/2007

Value

Dividend
Income


Prime Value Obligations Fund, Institutional Shares

--

925,941

736,583

189,358

$189,358

$1,255


6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the year ended July 31, 2007, were as follows:


Purchases

   

$

17,046,857


Sales

$

12,035,473


7. LINE OF CREDIT

The Fund participates in a $150,000,000 unsecured, uncommitted revolving line of credit (LOC) agreement with PNC Bank. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 0.65% over the federal funds rate. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the Fund did not utilize the LOC.

8. INTERFUND LENDING

Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (SEC), the Fund, along with other funds advised by subsidiaries of Federated Investors, Inc., may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from other participating affiliated funds. As of July 31, 2007, there were no outstanding loans. During the year ended July 31, 2007, the program was not utilized.

9. LEGAL PROCEEDINGS

Beginning in October 2003, Federated Investors, Inc. and various subsidiaries thereof (including the advisers and distributor for various investment companies, collectively, “Federated”), along with various investment companies sponsored by Federated (“Funds”) were named as defendants in several class action lawsuits now pending in the United States District Court for the District of Maryland. The lawsuits were purportedly filed on behalf of people who purchased, owned and/or redeemed shares of Federated-sponsored mutual funds during specified periods beginning November 1, 1998. The suits are generally similar in alleging that Federated engaged in illegal and improper trading practices including market timing and late trading in concert with certain institutional traders, which allegedly caused financial injury to the mutual fund shareholders. These lawsuits began to be filed shortly after Federated’s first public SEC, the Office of the New York State Attorney General (“NYAG”), and other authorities. In that regard, on November 28, 2005, Federated announced that it had reached final settlements with the SEC and the NYAG with respect to those matters. As Federated previously reported in 2004, it has already paid approximately $8.0 million to certain funds as determined by an independent consultant. As part of these settlements, Federated agreed to pay for the benefit of fund shareholders additional disgorgement and a civil money penalty in the aggregate amount of an additional $72 million. Federated and various Funds have also been named as defendants in several additional lawsuits, the majority of which are now pending in the United States District Court for the Western District of Pennsylvania, alleging, among other things, excessive advisory and Rule 12b-1 fees. The Board of the Funds has retained the law firm of Dickstein Shapiro LLP to represent the Funds in these lawsuits. Federated and the Funds, and their respective counsel, are reviewing the allegations and intend to defend this litigation. Additional lawsuits based upon similar allegations may be filed in the future. The potential impact of these lawsuits, all of which seek unquantified damages, attorneys’ fees and expenses, and future potential similar suits is uncertain. Although we do not believe that these lawsuits will have a material adverse effect on the Funds, there can be no assurance that these suits, the ongoing adverse publicity and/or other developments resulting from the regulatory investigations will not result in increased Fund redemptions, reduced sales of Fund shares, or other adverse consequences for the Funds.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006. Recent SEC guidance allows implementing FIN 48 in fund NAV calculations as late as a fund’s last NAV calculation in the first required financial statement reporting period. As a result, the Fund will adopt FIN 48 no later than January 31, 2008. At this time, management is evaluating the implications of FIN 48 and its impact in the financial statements has not yet been determined.

In addition, in September 2006, FASB released Statement on Financial Accounting Standards No. 157, “Fair Value Measurements” (FAS 157) which is effective for fiscal years beginning after November 15, 2007. FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of FAS 157 will have on the Fund’s financial statement disclosures.

Report of Independent Registered Public Accounting Firm

TO THE BOARD OF TRUSTEES OF FEDERATED MDT SERIES AND
SHAREHOLDERS OF FEDERATED MDT TAX AWARE/ALL CAP CORE FUND

We have audited the accompanying statement of assets and liabilities of Federated MDT Tax Aware/All Cap Core Fund (the “Fund”) (one of the portfolios constituting Federated MDT Series), including the portfolio of investments, as of July 31, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2007, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Federated MDT Tax Aware/All Cap Core Fund, a portfolio of Federated MDT Series, at July 31, 2007, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Boston, Massachusetts
September 19, 2007

Board of Trustees and Trust Officers

The Board is responsible for managing the Trust’s business affairs and for exercising all the Trust’s powers except those reserved for the shareholders. The following tables give information about each Board member and the senior officers of the Fund. Where required, the tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). Unless otherwise noted, the address of each person listed is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA. As of December 31, 2006, the Trust comprised eight portfolios, and the Federated Fund Complex consisted of 45 investment companies (comprising 148 portfolios). Unless otherwise noted, each Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Federated Fund Complex and serves for an indefinite term. The Fund’s Statement of Additional Information includes additional information about Trust Trustees and is available, without charge and upon request, by calling 1-800-341-7400.

INTERESTED TRUSTEES BACKGROUND


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


John F. Donahue*
Birth Date: July 28, 1924
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman and Director, Federated Investors, Inc.; Chairman of the Federated Fund Complex’s Executive Committee.

Previous Positions: Chairman of the Federated Fund Complex; Trustee, Federated Investment Management Company and Chairman and Director, Federated Investment Counseling.


J. Christopher Donahue*
Birth Date: April 11, 1949
PRESIDENT and TRUSTEE
Began serving: August 2006

Principal Occupations: Principal Executive Officer and President of the Federated Fund Complex; Director or Trustee of some of the Funds in the Federated Fund Complex; President, Chief Executive Officer and Director, Federated Investors, Inc.; Chairman and Trustee, Federated Investment Management Company; Trustee, Federated Investment Counseling; Chairman and Director, Federated Global Investment Management Corp.; Chairman, Federated Equity Management Company of Pennsylvania and Passport Research, Ltd. (Investment advisory subsidiary of Federated); Trustee, Federated Shareholder Services Company; Director, Federated Services Company.

Previous Positions: President, Federated Investment Counseling; President and Chief Executive Officer, Federated Investment Management Company, Federated Global Investment Management Corp. and Passport Research, Ltd.


Name
Birth Date
Address
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Lawrence D. Ellis, M.D.*
Birth Date: October 11, 1932
3471 Fifth Avenue
Suite 1111
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Professor of Medicine, University of Pittsburgh; Medical Director, University of Pittsburgh Medical Center Downtown; Hematologist, Oncologist and Internist, University of Pittsburgh Medical Center.

Other Directorships Held: Member, National Board of Trustees, Leukemia Society of America.

Previous Positions: Trustee, University of Pittsburgh; Director, University of Pittsburgh Medical Center.


* Family relationships and reasons for interested status: John F. Donahue is the father of J. Christopher Donahue; both are interested due to the positions they hold with Federated Investors, Inc. and its subsidiaries. Lawrence D. Ellis, M.D. is interested because his son-in-law is employed by the Funds principal underwriter, Federated Securities Corp.

INDEPENDENT TRUSTEES BACKGROUND


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Thomas G. Bigley
Birth Date: February 3, 1934
15 Old Timber Trail
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director, Member of Executive Committee, Children’s Hospital of Pittsburgh; Director, University of Pittsburgh.

Previous Position: Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Birth Date: June 23, 1937
Investment Properties Corporation
3838 North Tamiami Trail
Suite 402
Naples, FL
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Chairman of the Board, Investment Properties Corporation; Partner or Trustee in private real estate ventures in Southwest Florida.

Previous Positions: President, Investment Properties Corporation; Senior Vice President, John R. Wood and Associates, Inc., Realtors; President, Naples Property Management, Inc. and Northgate Village Development Corporation.


Nicholas P. Constantakis
Birth Date: September 3, 1939
175 Woodshire Drive
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Director and Member of the Audit Committee, Michael Baker Corporation (engineering and energy services worldwide).

Previous Position: Partner, Andersen Worldwide SC.


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


John F. Cunningham
Birth Date: March 5, 1943
353 El Brillo Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex; Director, QSGI, Inc. (technology services company).

Other Directorships Held: Chairman, President and Chief Executive Officer, Cunningham & Co., Inc. (strategic business consulting); Trustee Associate, Boston College.

Previous Positions: Director, Redgate Communications and EMC Corporation (computer storage systems); Chairman of the Board and Chief Executive Officer, Computer Consoles, Inc.; President and Chief Operating Officer, Wang Laboratories; Director, First National Bank of Boston; Director, Apollo Computer, Inc.


Peter E. Madden
Birth Date: March 16, 1942
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
TRUSTEE
Began serving: August 2006

Principal Occupation: Director or Trustee of the Federated Fund Complex.

Other Directorships Held: Board of Overseers, Babson College.

Previous Positions: Representative, Commonwealth of Massachusetts General Court; President, State Street Bank and Trust Company and State Street Corporation (retired); Director, VISA USA and VISA International; Chairman and Director, Massachusetts Bankers Association; Director, Depository Trust Corporation; Director, The Boston Stock Exchange.


Charles F. Mansfield, Jr.
Birth Date: April 10, 1945
80 South Road
Westhampton Beach, NY
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Management Consultant.

Previous Positions: Chief Executive Officer, PBTC International Bank; Partner, Arthur Young & Company (now Ernst & Young LLP); Chief Financial Officer of Retail Banking Sector, Chase Manhattan Bank; Senior Vice President, HSBC Bank USA (formerly, Marine Midland Bank); Vice President, Citibank; Assistant Professor of Banking and Finance, Frank G. Zarb School of Business, Hofstra University; Executive Vice President DVC Group, Inc. (marketing, communications and technology).


John E. Murray, Jr., J.D., S.J.D.
Birth Date: December 20, 1932
Chancellor, Duquesne University
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee, and Chairman of the Board of Directors or Trustees, of the Federated Fund Complex; Chancellor and Law Professor, Duquesne University; Partner, Murray, Hogue & Lannis.

Other Directorships Held: Director, Michael Baker Corp. (engineering, construction, operations and technical services).

Previous Positions: President, Duquesne University; Dean and Professor of Law, University of Pittsburgh School of Law; Dean and Professor of Law, Villanova University School of Law.


Name
Birth Date
Positions Held with Trust
Date Service Began

   

Principal Occupation(s) for Past Five Years,
Other Directorships Held and Previous Position(s)


Thomas M. ONeill
Birth Date: June 14, 1951
95 Standish Street

P.O. Box 2779
Duxbury, MA
TRUSTEE
Began serving: October 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Managing Director and Partner, Navigator Management Company, L.P. (investment and strategic consulting).

Other Directorships Held: Director, Midway Pacific (lumber); Board of Overseers, Children’s Hospital of Boston; Visiting Committee on Athletics, Harvard College.

Previous Positions: Chief Executive Officer and President, Managing Director and Chief Investment Officer, Fleet Investment Advisors; President and Chief Executive Officer, Aeltus Investment Management, Inc.; General Partner, Hellman, Jordan Management Co., Boston, MA; Chief Investment Officer, The Putnam Companies, Boston, MA; and Credit Analyst and Lending Officer, Fleet Bank.


Marjorie P. Smuts
Birth Date: June 21, 1935
4905 Bayard Street
Pittsburgh, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex.

Previous Positions: Public Relations/Marketing Consultant/Conference Coordinator; National Spokesperson, Aluminum Company of America; television producer; President, Marj Palmer Assoc.; Owner, Scandia Bord.


John S. Walsh
Birth Date: November 28, 1957
2604 William Drive
Valparaiso, IN
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; President and Director, Heat Wagon, Inc. (manufacturer of construction temporary heaters); President and Director, Manufacturers Products, Inc. (distributor of portable construction heaters); President, Portable Heater Parts, a division of Manufacturers Products, Inc.

Previous Position: Vice President, Walsh & Kelly, Inc.


James F. Will
Birth Date: October 12, 1938
721 E. McMurray Road
McMurray, PA
TRUSTEE
Began serving: August 2006

Principal Occupations: Director or Trustee of the Federated Fund Complex; Prior to June 2006, Vice Chancellor and President, Saint Vincent College.

Other Directorships Held: Trustee, Saint Vincent College; Alleghany Corporation.

Previous Positions: Chairman, President and Chief Executive Officer, Armco, Inc.; President and Chief Executive Officer, Cyclops Industries; President and Chief Operating Officer, Kaiser Steel Corporation


OFFICERS


Name
Birth Date
Positions Held with Trust
Date Began Serving

   

Principal Occupation(s) for Past Five Years and Previous Position(s)


John W. McGonigle
Birth Date: October 26, 1938
SECRETARY
Began serving: August 2006

Principal Occupations: Executive Vice President and Secretary of the Federated Fund Complex; Vice Chairman, Executive Vice President, Secretary and Director, Federated Investors, Inc.

Previous Positions: Trustee, Federated Investment Management Company and Federated Investment Counseling; Director, Federated Global Investment Management Corp., Federated Services Company and Federated Securities Corp.


Richard A. Novak
Birth Date: December 25, 1963
TREASURER
Began serving: August 2006

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Fund Complex; Senior Vice President, Federated Administrative Services; Financial and Operations Principal for Federated Securities Corp., Edgewood Services, Inc. and Southpointe Distribution Services, Inc.

Previous Positions: Controller of Federated Investors, Inc.; Vice President, Finance of Federated Services Company; held various financial management positions within The Mercy Hospital of Pittsburgh; Auditor, Arthur Andersen & Co.


Brian P. Bouda
Birth Date: February 28, 1947
SENIOR VICE PRESIDENT and CHIEF COMPLIANCE OFFICER
Began serving: August 2006

Principal Occupations: Senior Vice President and Chief Compliance Officer of the Federated Fund Complex; Vice President and Chief Compliance Officer of Federated Investors, Inc.; and Chief Compliance Officer of its subsidiaries. Mr. Bouda joined Federated in 1999 and is a member of the American Bar Association and the State Bar Association of Wisconsin.


Evaluation and Approval of Advisory Contract

FEDERATED MDT TAX AWARE/ALL CAP CORE FUND (THE FUND)

The Fund’s Board reviewed the Fund’s investment advisory contract at meetings held in May 2007. The Board’s decision regarding the contract reflects the exercise of its business judgment on whether to continue the existing arrangements.

In this connection, the Federated funds had previously appointed a Senior Officer, whose duties include specified responsibilities relating to the process by which advisory fees are to be charged to a Federated fund. The Senior Officer has the authority to retain consultants, experts, or staff as may be reasonably necessary to assist in the performance of his duties, reports directly to the Board, and may be terminated only with the approval of a majority of the independent members of the Board. The Senior Officer prepared and furnished to the Board an independent written evaluation that covered topics discussed below. The Board considered that evaluation, along with other information, in deciding to approve the advisory contract.

During its review of the contract, the Board considered compensation and benefits received by the Adviser. This included the fees received for services provided to the Fund by other entities in the Federated organization and research services received by the Adviser from brokers that execute Federated fund trades, as well as advisory fees. The Board is also familiar with and considered judicial decisions concerning allegedly excessive investment advisory fees which have indicated that the following factors may be relevant to an Adviser’s fiduciary duty with respect to its receipt of compensation from a fund: the nature and quality of the services provided by the Adviser, including the performance of the Fund; the Adviser’s cost of providing the services; the extent to which the Adviser may realize “economies of scale” as the Fund grows larger; any indirect benefits that may accrue to the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund; performance and expenses of comparable funds; and the extent to which the independent Board members are fully informed about all facts the Board deems relevant bearing on the Adviser’s services and fees. The Board further considered management fees (including any components thereof) charged to institutional and other clients of the Adviser for what might be viewed as like services, and costs to the Adviser and its affiliates of supplying services pursuant to the management fee agreements, excluding any intra-corporate profit and profit margins of the Adviser and its affiliates from supplying such services. The Board was aware of these factors and was guided by them in its review of the Fund’s advisory contract to the extent it considered them to be appropriate and relevant, as discussed further below.

The Board considered and weighed these circumstances in light of its substantial accumulated experience in governing the Fund and working with Federated on matters relating to the Federated funds, and was assisted in its deliberations by the advice of independent legal counsel. Throughout the year, the Board has requested and received substantial and detailed information about the Fund and the Federated organization that was in addition to the extensive materials that comprise and accompany the Senior Officer’s evaluation. Federated provided much of this information at each regular meeting of the Board, and furnished additional reports in connection with the particular meeting at which the Board’s formal review of the advisory contract occurred. Between regularly scheduled meetings, the Board also received information on particular matters as the need arose. Thus, the Board’s consideration of the advisory contract included review of the Senior Officer’s evaluation, accompanying data and additional reports covering such matters as: the Adviser’s investment philosophy, revenue, profitability, personnel and processes; investment and operating strategies; the Fund’s short- and long-term performance (in absolute terms, both on a gross basis and net of expenses, as well as in relationship to its particular investment program and certain competitor or “peer group” funds and/or other benchmarks, as appropriate), and comments on the reasons for performance; the Fund’s investment objectives; the Fund’s expenses (including the advisory fee itself and the overall expense structure of the Fund, both in absolute terms and relative to similar and/or competing funds, with due regard for contractual or voluntary expense limitations); the use and allocation of brokerage commissions derived from trading the Fund’s portfolio securities (if any); and the nature, quality and extent of the advisory and other services provided to the Fund by the Adviser and its affiliates. The Board also considered the preferences and expectations of Fund shareholders and their relative sophistication; the continuing state of competition in the mutual fund industry and market practices; the range of comparable fees for similar funds in the mutual fund industry; the Fund’s relationship to the Federated family of funds which include a comprehensive array of funds with different investment objectives, policies and strategies which are available for exchange without the incurrence of additional sales charges; compliance and audit reports concerning the Federated funds and the Federated companies that service them (including communications from regulatory agencies), as well as Federated’s responses to any issues raised therein; and relevant developments in the mutual fund industry and how the Federated funds and/or Federated are responding to them. The Board’s evaluation process is evolutionary. The criteria considered and the emphasis placed on relevant criteria change in recognition of changing circumstances in the mutual fund marketplace.

With respect to the Fund’s performance and expenses in particular, the Board has found the use of comparisons to other mutual funds with comparable investment programs to be particularly useful, given the high degree of competition in the mutual fund business. The Board focused on comparisons with other similar mutual funds more heavily than non-mutual fund products or services because, simply put, they are more relevant. For example, other mutual funds are the products most like the Fund, they are readily available to Fund shareholders as alternative investment vehicles, and they are the type of investment vehicle in fact chosen and maintained by the Fund’s investors. The range of their fees and expenses therefore appears to be a generally reliable indication of what consumers have found to be reasonable in the precise marketplace in which the Fund competes. The Fund’s ability to deliver competitive performance when compared to its peer group was a useful indicator of how the Adviser is executing the Fund’s investment program, which in turn assisted the Board in reaching a conclusion that the nature, extent, and quality of the Adviser’s investment management services were such as to warrant continuation of the advisory contract. In this regard, the Senior Officer has reviewed Federated’s fees for providing advisory services to products outside the Federated family of funds (e.g., institutional and separate accounts). He concluded that mutual funds and institutional accounts are inherently different products. Those differences included, but are not limited to targeting different investors, being subject to different laws and regulations, different legal structure, distribution costs, average account size and portfolio management techniques made necessary by different cash flows. The Senior Officer did not consider these fee schedules to be significant in determining the appropriateness of mutual fund advisory contracts.

The Senior Officer reviewed reports compiled by Federated, using data supplied by independent fund ranking organizations, regarding the performance of, and fees charged by, other mutual funds, noting his view that comparisons to fund peer groups are highly important in judging the reasonableness of proposed fees.

The Fund’s performance fell below the median of the relevant peer group for the one year period ending December 31, 2006. The Board discussed the Fund’s performance with the Adviser and recognized the efforts being undertaken by the Adviser. The Board will continue to monitor these efforts and the performance of the Fund.

The Board also received financial information about Federated, including reports on the compensation and benefits Federated derived from its relationships with the Federated funds. These reports covered not only the fees under the advisory contracts, but also fees received by Federated’s subsidiaries for providing other services to the Federated funds under separate contracts (e.g., for serving as the Federated funds’ administrator). The reports also discussed any indirect benefit Federated may derive from its receipt of research services from brokers who execute Federated fund trades. In addition, the Board considered the fact that, in order for a fund to be competitive in the marketplace, Federated and its affiliates frequently waived fees and/or reimbursed expenses and have disclosed to fund investors and/or indicated to the Board their intention to do so in the future, where appropriate.

Federated furnished reports, requested by the Senior Officer, that reported revenues on a fund by fund basis and made estimates of the allocation of expenses on a fund by fund basis, using allocation methodologies specified by the Senior Officer. The Senior Officer noted that, although they may apply consistent allocation processes, the inherent difficulties in allocating costs (and the unavoidable arbitrary aspects of that exercise) and the lack of consensus on how to allocate those costs may render such allocation reports unreliable. The allocation reports were considered in the analysis by the Board but were determined to be of limited use.

The Board and the Senior Officer also reviewed a report compiled by Federated comparing profitability information for Federated to other publicly held fund management companies. In this regard, the Senior Officer noted the limited availability of such information, but nonetheless concluded that Federated’s profit margins did not appear to be excessive and the Board agreed.

The Senior Officer’s evaluation also discussed the notion of possible realization of “economies of scale” as a fund grows larger. The Board considered in this regard that the Adviser has made significant additional investments in areas such as personnel and processes for the portfolio management, compliance, and risk management functions; distribution efforts; and systems technology; that support all of the Federated funds, and that the benefits of these efforts (as well as any economies, should they exist) were likely to be enjoyed by the fund complex as a whole. Finally, the Board also noted the absence of any applicable regulatory or industry guidelines on this subject, which (as discussed in independently prepared materials included in the Senior Officer’s evaluation) is compounded by the lack of any common industry practice or general pattern with respect to structuring fund advisory fees with “breakpoints” that serve to reduce the fee as the fund attains a certain size. The Senior Officer did not recommend institution of breakpoints in pricing Federated’s fund advisory services at this time.

It was noted that for the Fund’s most recently completed fiscal year, the Fund’s investment advisory fee was waived in its entirety. The Board reviewed the contractual fee rate and other expenses of the Fund with the Adviser and was satisfied that the overall expense structure of the Fund remained competitive.

The Senior Officer’s evaluation noted his belief that the information and observations contained in his evaluation supported his finding that the proposed management fees are reasonable, and that Federated appeared to provide appropriate administrative services to the Fund for the fees paid. Under these circumstances, no changes were recommended to, and no objection was raised to the continuation of the Fund’s advisory contract. For 2006, the Board concluded that the nature, quality and scope of services provided the Fund by the Adviser and its affiliates were satisfactory.

In its decision to continue an existing investment advisory contract, the Board was mindful of the potential disruptions of the Fund’s operations and various risks, uncertainties and other effects that could occur as a result of a decision to terminate or not renew an advisory contract. In particular, the Board recognized that most shareholders have invested in the Fund on the strength of the Adviser’s industry standing and reputation and in the expectation that the Adviser will have a continuing role in providing advisory services to the Fund. Thus, the Board’s approval of the advisory contract reflected the fact that it is the shareholders who have effectively selected the Adviser by virtue of having invested in the Fund.

The Board based its decision to approve the advisory contract on the totality of the circumstances and relevant factors and with a view to past and future long-term considerations. Not all of the factors and considerations identified above were necessarily relevant to the Fund, nor did the Board consider any one of them to be determinative. With respect to the factors that were relevant, the Board’s decision to approve the contract reflects its determination that Federated’s performance and actions provided a satisfactory basis to support the decision to continue the existing arrangements.

Voting Proxies on Fund Portfolio Securities

A description of the policies and procedures that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio is available, without charge and upon request, by calling 1-800-341-7400. A report on “Form N-PX” of how the Fund voted any such proxies during the most recent 12-month period ended June 30 is available from Federated’s website at FederatedInvestors.com. To access this information from the “Products” section of the website, click on the “Prospectuses and Regulatory Reports” link under “Related Information”, then select the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page, click on the “Prospectuses and Regulatory Reports” link. Form N-PX filings are also available at the SEC’s website at www.sec.gov.

Quarterly Portfolio Schedule

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” These filings are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room.) You may also access this information from the “Products” section of Federated’s website at FederatedInvestors.com by clicking on “Portfolio Holdings” under “Related Information,” then selecting the appropriate link opposite the name of the Fund; or select the name of the Fund and, from the Fund’s page click, on the “Portfolio Holdings” link.

Mutual funds are not bank deposits or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the fund’s prospectus, which contains facts concerning its objective and policies, management fees, expenses, and other information.

Federated Investors
World-Class Investment Manager

Federated MDT Tax Aware/All Cap Core Fund
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

Contact us at FederatedInvestors.com
or call 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R601

37321 (9/07)

Federated is a registered mark of Federated Investors, Inc.
2007 ©Federated Investors, Inc.

 


ITEM 2.     CODE OF ETHICS

(a) As of the end of the period covered by this report, the registrant has
adopted a code of ethics (the "Section 406 Standards for Investment Companies -
Ethical Standards for Principal Executive and Financial Officers") that applies
to the registrant's Principal Executive Officer and Principal Financial Officer;
the registrant's Principal Financial Officer also serves as the Principal
Accounting Officer.

(c) Not Applicable

(d) Not Applicable

(e) Not Applicable

(f)(3) The registrant hereby undertakes to provide any person, without charge,
upon request, a copy of the code of ethics.  To request a copy of the code of
ethics, contact the registrant at 1-800-341-7400, and ask for a copy of the
Section 406 Standards for Investment Companies - Ethical Standards for Principal
Executive and Financial Officers.


ITEM 3.     AUDIT COMMITTEE FINANCIAL EXPERT

The registrant's Board has determined that each member of the Board's Audit
Committee is an "audit committee financial expert," and that each such member is
"independent," for purposes of this Item.  The Audit Committee consists of the
following Board members:  Thomas G. Bigley, John T. Conroy, Jr., Nicholas P.
Constantakis and Charles F. Mansfield, Jr.


ITEM 4.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

            (a)   Audit Fees billed to the registrant for the two most recent
fiscal years:

                  Fiscal year ended 2007 - $165,700

                  Fiscal year ended 2006 - N/A

(b)         Audit-Related Fees billed to the registrant for the two most recent
fiscal years:

                  Fiscal year ended 2007 - $0

                  Fiscal year ended 2006 - N/A

      Amount requiring approval of the registrant's audit committee pursuant to
      paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $4,459 and N/A,
      respectively.  Audit consents issued for N-14 business combinations and N-
      1A filing.

(c)          Tax Fees billed to the registrant for the two most recent fiscal
years:

                  Fiscal year ended 2007 - $0

                  Fiscal year ended 2006 - $N/A

      Amount requiring approval of the registrant's audit committee pursuant to
      paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $0 and N/A,
      respectively.

(d)         All Other Fees billed to the registrant for the two most recent
fiscal years:

                  Fiscal year ended 2007 - $0

                  Fiscal year ended 2006 - N/A

      Amount requiring approval of the registrant's audit committee pursuant to
      paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $13,020 and N/A,
      respectively.  Due diligence analysis.

(e)(1)      Audit Committee Policies regarding Pre-approval of Services.

            The Audit Committee is required to pre-approve audit and non-audit
services performed by the independent auditor in order to assure that the
provision of such services do not impair the auditor's independence.  Unless a
type of service to be provided by the independent auditor has received general
pre-approval, it will require specific pre-approval by the Audit Committee.  Any
proposed services exceeding pre-approved cost levels will require specific pre-
approval by the Audit Committee.

            Certain services have the general pre-approval of the Audit
Committee.  The term of the general pre-approval is 12 months from the date of
pre-approval, unless the Audit Committee specifically provides for a different
period.  The Audit Committee will annually review the services that may be
provided by the independent auditor without obtaining specific pre-approval from
the Audit Committee and may grant general pre-approval for such services.  The
Audit Committee will revise the list of general pre-approved services from time
to time, based on subsequent determinations.  The Audit Committee will not
delegate its responsibilities to pre-approve services performed by the
independent auditor to management.

            The Audit Committee has delegated pre-approval authority to its
Chairman.  The Chairman will report any pre-approval decisions to the Audit
Committee at its next scheduled meeting.  The Committee will designate another
member with such pre-approval authority when the Chairman is unavailable.

AUDIT SERVICES

      The annual Audit services engagement terms and fees will be subject to the
specific pre-approval of the Audit Committee.  The Audit Committee must approve
any changes in terms, conditions and fees resulting from changes in audit scope,
registered investment company (RIC) structure or other matters.

      In addition to the annual Audit services engagement specifically approved
by the Audit Committee, the Audit Committee may grant general pre-approval for
other Audit Services, which are those services that only the independent auditor
reasonably can provide.  The Audit Committee has pre-approved certain Audit
services, all other Audit services must be specifically pre-approved by the
Audit Committee.

AUDIT-RELATED SERVICES

      Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or review of the Company's
financial statements or that are traditionally performed by the independent
auditor.  The Audit Committee believes that the provision of Audit-related
services does not impair the independence of the auditor, and has pre-approved
certain Audit-related services, all other Audit-related services must be
specifically pre-approved by the Audit Committee.

TAX SERVICES

      The Audit Committee believes that the independent auditor can provide Tax
services to the Company such as tax compliance, tax planning and tax advice
without impairing the auditor's independence.  However, the Audit Committee will
not permit the retention of the independent auditor in connection with a
transaction initially recommended by the independent auditor, the purpose of
which may be tax avoidance and the tax treatment of which may not be supported
in the Internal Revenue Code and related regulations.  The Audit Committee has
pre-approved certain Tax services, all Tax services involving large and complex
transactions must be specifically pre-approved by the Audit Committee.

ALL OTHER SERVICES

      With respect to the provision of services other than audit, review or
attest services the pre-approval requirement is waived if:



      (1)         The aggregate amount of all such services provided constitutes
                  no more than five percent of the total amount of revenues paid
                  by the registrant, the registrant's adviser (not including any
                  sub-adviser whose role is primarily portfolio management and
                  is subcontracted with or overseen by another investment
                  adviser), and any entity controlling, controlled by, or under
                  common control with the investment adviser that provides
                  ongoing services to the registrant to its accountant during
                  the fiscal year in which the services are provided;
      (2)         Such services were not recognized by the registrant, the
                  registrant's adviser (not including any sub-adviser whose role
                  is primarily portfolio management and is subcontracted with or
                  overseen by another investment adviser), and any entity
                  controlling, controlled by, or under common control with the
                  investment adviser that provides ongoing services to the
                  registrant  at the time of the engagement to be non-audit
                  services; and
      (3)         Such services are promptly brought to the attention of the
                  Audit Committee of the issuer and approved prior to the
                  completion of the audit by the Audit Committee or by one or
                  more members of the Audit Committee who are members of the
                  board of directors to whom authority to grant such approvals
                  has been delegated by the Audit Committee.


      The Audit Committee may grant general pre-approval to those permissible
non-audit services classified as All Other services that it believes are routine
and recurring services, and would not impair the independence of the auditor.

      The SEC's rules and relevant guidance should be consulted to determine the
precise definitions of prohibited non-audit services and the applicability of
exceptions to certain of the prohibitions.

PRE-APPROVAL FEE LEVELS

      Pre-approval fee levels for all services to be provided by the independent
auditor will be established annually by the Audit Committee.  Any proposed
services exceeding these levels will require specific pre-approval by the Audit
Committee.

PROCEDURES

      Requests or applications to provide services that require specific
approval by the Audit Committee will be submitted to the Audit Committee by both
the independent auditor and the Principal Accounting Officer and/or Internal
Auditor, and must include a joint statement as to whether, in their view, the
request or application is consistent with the SEC's rules on auditor
independence.

(e)(2)      Percentage of services identified in items 4(b) through 4(d) that
were approved by the registrants audit committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

            4(b)

            Fiscal year ended 2007 - 0%

            Fiscal year ended 2006 - N/A

            Percentage of services provided to the registrants investment
            adviser and any entity controlling, controlled by, or under common
            control with the investment adviser that provides ongoing services
            to the registrant that were approved by the registrants audit
            committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
            Regulation S-X, 0% and 0% respectively.

            4(c)

            Fiscal year ended 2007 - 0%

            Fiscal year ended 2006 - N/A

            Percentage of services provided to the registrants investment
            adviser and any entity controlling, controlled by, or under common
            control with the investment adviser that provides ongoing services
            to the registrant that were approved by the registrants audit
            committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
            Regulation S-X, 0% and 0% respectively.

            4(d)

            Fiscal year ended 2007 - 0%

            Fiscal year ended 2006 - N/A

            Percentage of services provided to the registrants investment
            adviser and any entity controlling, controlled by, or under common
            control with the investment adviser that provides ongoing services
            to the registrant that were approved by the registrants audit
            committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of
            Regulation S-X, 0% and 0% respectively.

(f)   NA


(g)   Non-Audit Fees billed to the registrant, the registrant's investment
      adviser, and certain entities controlling, controlled by or under common
      control with the investment adviser:
            Fiscal year ended 2007 - $102,937

            Fiscal year ended 2006 - N/A

(h)         The registrant's Audit Committee has considered that the provision
of non-audit services that were rendered to the registrant's adviser (not
including any sub-adviser whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser), and any entity
controlling, controlled by, or under common control with the investment adviser
that provides ongoing services to the registrant that were not pre-approved
pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible
with maintaining the principal accountant's independence.

ITEM 5.     AUDIT COMMITTEE OF LISTED REGISTRANTS

            Not Applicable

ITEM 6.     SCHEDULE OF INVESTMENTS

            Not Applicable

ITEM 7.     DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
            MANAGEMENT INVESTMENT COMPANIES

            Not Applicable

ITEM 8.     PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

            Not Applicable

ITEM 9.     PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
            COMPANY AND AFFILIATED PURCHASERS

            Not Applicable

ITEM 10.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            Not Applicable

ITEM 11.    CONTROLS AND PROCEDURES

(a) The registrant's President and Treasurer have concluded that the
registrant's disclosure controls and procedures (as defined in rule 30a-3(c)
under the Act) are effective in design and operation and are sufficient to form
the basis of the certifications required by Rule 30a-(2) under the Act, based on
their evaluation of these disclosure controls and procedures within 90 days of
the filing date of this report on Form N-CSR.

(b) There were no changes in the registrant's internal control over financial
reporting (as defined in rule 30a-3(d) under the Act) during the last fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, the registrant's internal control over financial reporting.

ITEM 12.    EXHIBITS













SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934 AND THE
INVESTMENT COMPANY ACT OF 1940, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

REGISTRANT  FEDERATED MDT SERIES

BY          /S/ RICHARD A. NOVAK
            RICHARD A. NOVAK, PRINCIPAL FINANCIAL OFFICER

DATE         September 20, 2007
-

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934 AND THE
INVESTMENT COMPANY ACT OF 1940, THIS REPORT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE
DATES INDICATED.


BY          /S/ J. CHRISTOPHER DONAHUE
            J. CHRISTOPHER DONAHUE, PRINCIPAL EXECUTIVE OFFICER

DATE        September 20, 2007

BY          /S/ ___RICHARD A. NOVAK
            RICHARD A. NOVAK, PRINCIPAL FINANCIAL OFFICER

DATE        September 20, 2007