-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, STkWQcSVBY0/Lq8ZHp4zJHemDfE4oxI5kaGv9poGPBZfI4x/Bmlffjb48i1StrQp YxfBW1qXYge9j9l4LCpKDw== 0001318148-08-000522.txt : 20080328 0001318148-08-000522.hdr.sgml : 20080328 20080328170715 ACCESSION NUMBER: 0001318148-08-000522 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080131 FILED AS OF DATE: 20080328 DATE AS OF CHANGE: 20080328 EFFECTIVENESS DATE: 20080328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Federated MDT Series CENTRAL INDEX KEY: 0001363526 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-21904 FILM NUMBER: 08720379 BUSINESS ADDRESS: STREET 1: FEDERATED INVESTORS FUNDS STREET 2: 5800 CORPORATE DRIVE CITY: PITTSBURGH STATE: PA ZIP: 15237-7000 BUSINESS PHONE: 412-288-1900 MAIL ADDRESS: STREET 1: FEDERATED INVESTORS FUNDS STREET 2: 5800 CORPORATE DRIVE CITY: PITTSBURGH STATE: PA ZIP: 15237-7000 0001363526 S000012967 Federated MDT All Cap Core Fund C000035043 Class A Shares C000035044 Class C Shares C000035045 Institutional Shares C000043497 Class K Shares QKACX 0001363526 S000012968 Federated MDT Tax Aware/All Cap Core Fund C000035046 Class A Shares C000035047 Class C Shares C000035048 Institutional Shares 0001363526 S000012969 Federated MDT Large Cap Growth Fund C000035049 Class A Shares C000035050 Class C Shares C000035051 Institutional Shares C000049171 Class B Shares 0001363526 S000012970 Federated MDT Mid Cap Growth Fund C000035052 Class A Shares C000035053 Class C Shares C000035054 Institutional Shares 0001363526 S000012971 Federated MDT Balanced Fund C000035055 Class A Shares C000035056 Class C Shares C000035057 Institutional Shares C000043498 Class K Shares QKBGX 0001363526 S000012972 Federated MDT Small Cap Core Fund C000035058 Class A Shares C000035059 Class C Shares C000035060 Institutional Shares 0001363526 S000012973 Federated MDT Small Cap Growth Fund C000035061 Class A Shares C000035062 Class C Shares C000035063 Institutional Shares C000058510 Class B Shares 0001363526 S000012974 Federated MDT Small Cap Value Fund C000035064 Class A Shares C000035065 Class C Shares C000035066 Institutional Shares N-CSRS 1 form.htm FEDERATED MDT SERIES
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:  7/31/08


Date of Reporting Period:  Six months ended 1/31/08



Item 1.                      Reports to Stockholders


Federated
World-Class Investment Manager

Federated MDT All Cap Core Fund

Established 2002

A Portfolio of Federated MDT Series

SEMI-ANNUAL SHAREHOLDER REPORT

January 31, 2008

Class A Shares
Class C Shares
Class K Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
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
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 - Class A Shares

(For a Share Outstanding Throughout Each Period)

Six Months
Ended
(unaudited)


1/31/2008

Net Asset Value, Beginning of Period
$16.74
Income From Investment Operations:
Net investment income (loss)
0.03 4
Net realized and unrealized gain (loss) on investments

(0.26
)
   TOTAL FROM INVESTMENT OPERATIONS

(0.23
)
Less Distributions:
Distributions from net investment income
- --
Distributions from net realized gain on investments

(1.19
)
   TOTAL DISTRIBUTIONS

(1.19
)
Net Asset Value, End of Period

$15.32

Total Return 6

(1.84
)%
Ratios to Average Net Assets:



Net expenses

1.28
% 7
Net investment income (loss)

0.37
% 7
Expense waiver/reimbursement 8

0.00
% 7,9
Supplemental Data:



Net assets, end of period (000 omitted)

$200,131

Portfolio turnover

97
%

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 Fund's 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 period from October 1, 2002 to July 31, 2003.

See Notes which are an integral part of the Financial Statements



Year Ended July 31,

Period
Ended
   
2007
1,2
   
2006
2
   
2005
2
   
2004
2
   
7/31/2003
2,3
$15.08 $15.26 $13.52 $11.75 $10.17
0.02 4 0.00 4,5 (0.00 ) 4,5 0.01 0.00 5

2.18


0.70


2.85


2.05


1.58


2.20


0.70


2.85


2.06


1.58

- -- (0.00 ) 5 (0.03 ) (0.02 ) - --

(0.54
)

(0.88
)

(1.08
)

(0.27
)

- --


(0.54
)

(0.88
)

(1.11
)

(0.29
)

- --


$16.74


$15.08


$15.26


$13.52


$11.75


14.67
%

4.59
%

21.79
%

17.53
%

15.54
%
















1.36
%

1.50
%

1.50
%

1.50
%

1.50
% 7

0.13
%

0.03
%

(0.02
)%

0.05
%

0.21
% 7

0.00
% 9

0.05
%

0.04
%

0.15
%

0.84
% 7
















$201,888


$101,723


$30,336


$9,628


$1,585


225
%

212
%

204
%

96
%

172
% 10

Financial Highlights - Class C Shares

(For a Share Outstanding Throughout Each Period)

Six Months
Ended
(unaudited)
Year
Ended
Period
Ended

   
1/31/2008

   
7/31/2007
1
   
7/31/2006
2
Net Asset Value, Beginning of Period
$16.51 $14.99 $15.25
Income From Investment Operations:
Net investment income (loss)
(0.03 ) 3 (0.11 ) 3 (0.10 ) 3
Net realized and unrealized gain (loss) on investments

(0.26
)

2.17


0.72

   TOTAL FROM INVESTMENT OPERATIONS

(0.29
)

2.06


0.62

Less Distributions:
Distributions from net realized gain on investments

(1.19
)

(0.54
)

(0.88
)
Net Asset Value, End of Period

$15.03


$16.51


$14.99

Total Return 4

(2.24
)%

13.81
%

4.01
%
Ratios to Average Net Assets:









Net expenses

2.06
% 5

2.13
%

2.25
% 5
Net investment income (loss)

(0.41
% 5

(0.64
)%

(0.72
)% 5
Expense waiver/reimbursement 6

0.00
% 5,7

0.00
% 7

0.05
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$104,741


$104,957


$48,189

Portfolio turnover

97
%

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 reorganization, are the Fund's 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 than 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 Each Period)

Six Months
Ended
(unaudited)
Period
Ended

   
1/31/2008

   
7/31/2007
1
Net Asset Value, Beginning of Period
$16.86 $16.82
Income From Investment Operations:
Net investment income (loss)
(0.01 ) 2 (0.03 ) 2
Net realized and unrealized gain (loss) on investments

(0.25
)

0.61

   TOTAL FROM INVESTMENT OPERATIONS

(0.26
)

0.58

Less Distributions:
Distributions from net realized gain on investments

(1.19
)

(0.54
)
Net Asset Value, End of Period

$15.41


$16.86

Total Return 3

(2.01
)%

3.52
%
Ratios to Average Net Assets






Net expenses

1.75
% 4

1.80
% 4
Net investment income (loss)

(0.15
)% 4

0.30
% 4
Expense waiver/reimbursement 5

0.00
% 4,6

0.02
% 4
Supplemental Data:






Net assets, end of period (000 omitted)

$547


$135

Portfolio turnover

97
%

225
% 7

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 (loss) ratios shown above.

6 Represents less than 0.01%.

7 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 and 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 August 1, 2007 to January 31, 2008.

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
8/1/2007

   
Ending
Account Value
1/31/2008

   
Expenses Paid
During Period 1

Actual:






Class A Shares

$1,000

$981.60

$ 6.38
Class C Shares

$1,000

$977.60

$10.24
Class K Shares

$1,000

$979.90

$ 8.71
Hypothetical (assuming a 5% return before expenses):






Class A Shares

$1,000

$1,018.70

$ 6.50
Class C Shares

$1,000

$1,014.78

$ 10.43
Class K Shares

$1,000

$1,016.34

$ 8.87

1 Expenses are equal to the Fund's annualized net expense ratios, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The annualized net expense ratios are as follows:

Class A Shares
   
1.28%
Class C Shares

2.06%
Class K Shares

1.75%

Portfolio of Investments Summary Table

At January 31, 2008, the Fund's industry composition 1 was as follows:

Industry
   
Percentage of
Total Net Assets

Money Center Bank

8.6%
Regional Bank

6.2%
Crude Oil & Gas Production

5.2%
Multi-Line Insurance

5.1%
Integrated Domestic Oil

5.1%
Internet Services

5.0%
Life Insurance

4.8%
Agricultural Chemicals

4.7%
Computers--Low End

4.7%
Integrated International Oil

4.6%
Property Liability Insurance

4.3%
Railroad

3.2%
Home Building

2.6%
Savings and Loan

2.5%
Oil Well Supply

2.2%
Metal Fabrication

2.0%
Telecommunication Equipment & Services

1.8%
Major Steel Producer

1.8%
Semiconductor Manufacturing

1.8%
Software Packaged/Custom

1.6%
Diversified Oil

1.6%
Oil Service, Explore & Drill

1.4%
Undesignated Consumer Cyclicals

1.3%
Department Stores

1.2%
Electric Utility

1.1%
Ethical Drugs

1.0%
Other 2

13.3%
Cash Equivalents 3

0.5%
Other Assets and Liabilities--Net 4

0.8%
   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 Fund's 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

January 31, 2008 (unaudited)

Shares
   

   

Value
COMMON STOCKS--98.7%
Agricultural Chemicals--4.7%
165,900 Monsanto Co.

$
18,653,796
Agricultural Machinery--0.1%
6,500 1 AGCO Corp.


391,430
Airline - Regional--0.2%
12,800 1 Republic Airways Holdings, Inc.
255,488
27,200 SkyWest, Inc.


707,744
   TOTAL


963,232
Apparel--0.3%
5,100 Columbia Sportswear Co.
222,615
17,300 Guess ?, Inc.
645,463
13,100 1 Warnaco Group, Inc.


470,159
   TOTAL


1,338,237
Auto Original Equipment Manufacturers--0.0%
6,400 Superior Industries International, Inc.


116,608
Auto Rentals--0.0%
2,100 1 AMERCO


145,908
Biotechnology--0.2%
7,500 1 Amgen, Inc.
349,425
6,800 1 Martek Biosciences Corp.
193,800
18,200 1 ViroPharma, Inc.


161,252
   TOTAL


704,477
Book Publishing--0.1%
6,000 1 Scholastic Corp.


205,620
Building Supply Stores--0.1%
20,800 Lowe's Cos., Inc.


549,952
Clothing Stores--0.4%
16,100 1 Aeropostale, Inc.
453,537
13,400 1 Fossil, Inc.
455,332
13,900 1 Hanesbrands, Inc.
355,979
11,200 1 Jos A. Bank Clothiers, Inc.


305,088
   TOTAL


1,569,936
Shares
   

   

Value
COMMON STOCKS--continued
Commodity Chemicals--0.2%
16,400 Dow Chemical Co.

$
634,024
Computer Networking--0.0%
9,100 1 Foundry Networks, Inc.


125,580
Computer Peripherals--0.2%
6,000 1 Hutchinson Technology, Inc.
94,620
23,200 1 Lexmark International Group, Class A


840,072
   TOTAL


934,692
Computer Stores--0.2%
30,500 1 Ingram Micro, Inc., Class A
542,290
10,100 1 Tech Data Corp.


347,238
   TOTAL


889,528
Computers - Low End--4.7%
138,200 1 Apple, Inc.


18,706,752
Construction Machinery--0.1%
2,700 Caterpillar, Inc.


192,078
Contracting--0.1%
4,400 1 Jacobs Engineering Group, Inc.


336,336
Copper--0.1%
3,200 1 Southern Copper Corp.


300,288
Crude Oil & Gas Production--5.2%
300 Anadarko Petroleum Corp.
17,577
181,100 Apache Corp.
17,284,184
21,700 Cimarex Energy Co.
885,577
17,700 1 Newfield Exploration Co.
882,876
9,400 Pioneer Natural Resources, Inc.
393,860
17,500 1 Stone Energy Corp.
717,500
11,700 1 Swift Energy Co.


504,855
   TOTAL


20,686,429
Defense Aerospace--0.1%
5,300 Goodrich (B.F.) Co.


331,515
Defense Electronics--0.1%
16,700 1 FLIR Systems, Inc.


505,676
Shares
   

   

Value
COMMON STOCKS--continued
Department Stores--1.2%
26,300 Dillards, Inc., Class A
$ 521,529
51,000 1 Kohl's Corp.
2,327,640
18,666 1 Sears Holdings Corp.


2,062,406
   TOTAL


4,911,575
Discount Department Stores--0.2%
14,100 1 BJ's Wholesale Club, Inc.
457,404
21,300 Family Dollar Stores, Inc.


447,939
   TOTAL


905,343
Diversified Leisure--0.3%
12,200 1 Bally Technologies, Inc.
581,208
15,500 1 Gaylord Entertainment Co.


452,445
   TOTAL


1,033,653
Diversified Oil--1.6%
11,600 Murphy Oil Corp.
853,064
78,000 Occidental Petroleum Corp.


5,293,860
   TOTAL


6,146,924
Drug Stores--0.1%
12,300 Longs Drug Stores Corp.


565,923
Electric & Electrical Original Equipment Manufacturers--0.0%
4,600 1 Energy Conversion Devices, Inc.


106,168
Electric Utility--1.1%
2,700 1 Allegheny Energy, Inc.
147,933
17,700 Northeast Utilities Co.
490,644
1,800 PPL Corp.
88,056
15,800 SCANA Corp.
589,182
43,600 Sempra Energy
2,437,240
14,800 Wisconsin Energy Corp.


673,844
   TOTAL


4,426,899
Electrical Equipment--0.3%
5,700 1 Thomas & Betts Corp.
257,925
56,100 Xerox Corp.


863,940
   TOTAL


1,121,865
Shares
   

   

Value
COMMON STOCKS--continued
Electronic Instruments--0.1%
3,000 Analogic Corp.

$
177,180
Electronics Stores--0.0%
17,600 Circuit City Stores, Inc.


95,744
Ethical Drugs--1.0%
31,100 1 Forest Laboratories, Inc., Class A
1,236,847
3,100 Pfizer, Inc.
72,509
65,300 Wyeth


2,598,940
   TOTAL


3,908,296
Financial Services--0.9%
66,400 Ameriprise Financial, Inc.


3,672,584
Furniture--0.0%
5,300 Ethan Allen Interiors, Inc.


164,035
Gas Distributor--0.2%
9,500 NICOR, Inc.
389,500
1,500 New Jersey Resources Corp.
70,335
11,100 1 Southern Union Co.
301,698
6,100 WGL Holdings, Inc.


196,664
   TOTAL


958,197
Generic Drugs--0.5%
4,900 1 Alpharma, Inc., Class A
100,548
46,100 Perrigo Co.
1,421,724
24,000 1 Warner Chilcott Ltd., Class A


406,800
   TOTAL


1,929,072
Home Building--2.6%
51,500 Centex Corp.
1,430,670
111,000 D.R. Horton, Inc.
1,914,750
19,000 1 Hovnanian Enterprises, Inc., Class A
187,910
43,100 KB HOME
1,185,250
42,400 Lennar Corp., Class A
873,440
17,500 M.D.C. Holdings, Inc.
809,725
1,100 1 NVR, Inc.
694,650
77,000 Pulte Homes, Inc.
1,258,180
21,200 Ryland Group, Inc.
714,652
54,600 1 Toll Brothers, Inc.


1,271,088
   TOTAL


10,340,315
Shares
   

   

Value
COMMON STOCKS--continued
Industrial Machinery--0.2%
9,100 1 H&E Equipment Services, Inc.
$ 151,151
10,800 1 Terex Corp.


634,608
   TOTAL


785,759
Insurance Brokerage--0.2%
200 1 Markel Corp.
92,600
22,800 Odyssey Re Holdings Corp.


865,944
   TOTAL


958,544
Integrated Domestic Oil--5.1%
227,600 ConocoPhillips
18,280,832
39,300 Marathon Oil Corp.


1,841,205
   TOTAL


20,122,037
Integrated International Oil--4.6%
213,700 Chevron Corp.


18,057,650
Internet Services--5.0%
180,200 1 Amazon.com, Inc.
14,001,540
1,900 1 comScore, Inc.
50,863
214,900 1 eBay, Inc.


5,778,661
   TOTAL


19,831,064
Leasing--0.1%
9,600 GATX Corp.


360,960
Life Insurance--4.9%
179,700 MetLife, Inc.
10,596,909
10,000 Nationwide Financial Services, Inc., Class A
441,700
9,800 Protective Life Corp.
389,452
72,300 Prudential Financial, Inc.
6,099,951
12,400 StanCorp Financial Group, Inc.
610,204
17,300 Torchmark Corp.


1,056,338
   TOTAL


19,194,554
Lumber Products--0.1%
25,100 Louisiana-Pacific Corp.


383,277
Machine Tools--0.0%
1,500 Lincoln Electric Holdings


92,475
Major Steel Producer--1.8%
69,600 United States Steel Corp.


7,106,856
Shares
   

   

Value
COMMON STOCKS--continued
Maritime--0.8%
26,700 1 Kirby Corp.
$ 1,227,666
29,000 Overseas Shipholding Group, Inc.


1,891,380
   TOTAL


3,119,046
Medical Supplies--0.2%
1,300 Bard (C.R.), Inc.
125,541
18,800 Mentor Corp.


650,856
   TOTAL


776,397
Medical Technology--0.6%
8,900 1 Intuitive Surgical, Inc.
2,260,600
1,500 Stryker Corp.


100,455
   TOTAL


2,361,055
Metal Containers--0.1%
3,000 Greif, Inc., Class A


197,400
Metal Fabrication--2.0%
69,300 Precision Castparts Corp.


7,886,340
Miscellaneous Communications--0.1%
8,700 1 Bankrate, Inc.


471,801
Miscellaneous Food Products--0.1%
11,100 Corn Products International, Inc.
375,180
2,100 1 Fresh Del Monte Produce, Inc.


67,284
   TOTAL


442,464
Miscellaneous Components--0.7%
64,500 Amphenol Corp., Class A
2,576,130
3,600 1 Fairchild Semiconductor International, Inc., Class A
44,100
500 1 Zoran Corp.


5,900
   TOTAL


2,626,130
Money Center Bank--8.6%
431,400 Bank of America Corp.
19,132,590
312,300 J.P. Morgan Chase & Co.


14,849,865
   TOTAL


33,982,455
Mortgage and Title--0.4%
8,500 LandAmerica Financial Group, Inc.
443,360
33,300 MGIC Investment Corp.
616,050
24,000 PMI Group, Inc.
228,000
Shares
   

   

Value
COMMON STOCKS--continued
Mortgage and Title--continued
18,600 Radian Group, Inc.
$ 170,004
4,100 Stewart Information Services Corp.


140,343
   TOTAL


1,597,757
Multi-Industry Capital Goods--0.6%
11,700 Carlisle Cos., Inc.
389,610
9,300 1 Ceradyne, Inc.
447,795
10,900 1 KBR, Inc.
344,331
22,300 1 Shaw Group, Inc.


1,259,950
   TOTAL


2,441,686
Multi-Industry Transportation--0.0%
700 FedEx Corp.


65,436
Multi-Line Insurance--5.1%
197,750 Allstate Corp.
9,743,143
54,000 Assurant, Inc.
3,504,060
4,100 FBL Financial Group, Inc., Class A
135,095
12,400 Hanover Insurance Group, Inc.
564,820
66,200 Hartford Financial Services Group, Inc.
5,346,974
2,900 Infinity Property & Casualty
115,623
5,000 1 Navigators Group, Inc.
288,650
23,400 UNUMProvident Corp.
529,308
3,300 Zenith National Insurance Corp.


131,406
   TOTAL


20,359,079
Office Supplies--0.1%
8,700 1 United Stationers, Inc.


480,762
Offshore Driller--0.3%
4,500 1 Bristow Group, Inc.
226,575
20,300 1 Hornbeck Offshore Services, Inc.
785,204
4,200 1 Oceaneering International, Inc.


241,836
   TOTAL


1,253,615
Oil Service, Explore & Drill--1.4%
8,000 1 Continental Resources, Inc.
199,280
73,200 Helmerich & Payne, Inc.
2,870,904
28,500 1 Mariner Energy, Inc.
714,210
Shares
   

   

Value
COMMON STOCKS--continued
Oil Service, Explore & Drill--continued
8,100 1 McDermott International, Inc.
$ 382,158
14,400 1 Seacor Holdings, Inc.


1,270,080
   TOTAL


5,436,632
Oil Well Supply--2.2%
125,400 1 Cameron International Corp.
5,048,604
69,900 1 FMC Technologies, Inc.
3,366,384
3,700 Halliburton Co.
122,729
3,200 1 National-Oilwell, Inc.


192,736
   TOTAL


8,730,453
Other Communications Equipment--0.1%
4,200 Harris Corp.
229,698
29,100 1 Tellabs, Inc.


198,462
   TOTAL


428,160
Paper Products--0.4%
45,700 International Paper Co.


1,473,825
Personnel Agency--0.0%
7,200 1 Volt Information Science, Inc.


134,424
Property Liability Insurance--4.3%
24,800 American Financial Group, Inc.
687,704
1,500 Berkley, W. R. Corp.
45,390
116,100 Chubb Corp.
6,012,819
2,000 Loews Corp.
93,380
2,400 Mercury General Corp.
115,416
7,100 1 Philadelphia Consolidated Holding Corp.
254,180
4,300 1 ProAssurance Corp.
248,110
11,200 Reinsurance Group of America
649,264
10,200 SAFECO Corp.
544,374
170,100 The Travelers Cos., Inc.
8,181,810
2,900 Transatlantic Holdings, Inc.


197,780
   TOTAL


17,030,227
Railroad--3.2%
30,200 CSX Corp.
1,464,096
38,200 Norfolk Southern Corp.
2,077,698
72,100 Union Pacific Corp.


9,014,663
   TOTAL


12,556,457
Shares
   

   

Value
COMMON STOCKS--continued
Recreational Vehicles--0.1%
7,600 Harley Davidson, Inc.

$
308,408
Regional Bank--6.2%
15,900 Associated Banc Corp.
448,062
66,600 BB&T Corp.
2,416,248
10,400 City National Corp.
591,552
29,000 Comerica, Inc.
1,264,980
165,300 Fifth Third Bancorp
4,479,630
3,900 Frontier Financial Corp.
79,404
47,013 KeyCorp
1,229,390
33,500 M & T Bank Corp.
3,074,295
52,800 SunTrust Banks, Inc.
3,640,560
23,500 UnionBanCal Corp.
1,152,910
146,800 Wachovia Corp.
5,714,924
7,800 Wells Fargo & Co.


265,278
   TOTAL


24,357,233
Resorts--0.2%
15,500 1 Vail Resorts, Inc.


733,770
Restaurant--0.1%
2,400 1 Chipotle Mexican Grill, Inc.


292,176
Savings & Loan--2.5%
14,000 Astoria Financial Corp.
380,520
12,200 Downey Financial Corp.
420,900
92,400 Federal Home Loan Mortgage Corp.
2,808,036
133,100 Federal National Mortgage Association
4,506,766
45,500 Hudson City Bancorp, Inc.
745,290
15,300 Newalliance Bancshares, Inc.
188,190
12,000 Washington Mutual Bank
239,040
20,900 Webster Financial Corp. Waterbury


707,883
   TOTAL


9,996,625
Securities Brokerage--0.5%
7,500 1 Interactive Brokers Group, Inc., Class A
261,075
11,200 1 Knight Capital Group, Inc., Class A
187,600
32,300 OptionsXpress Holdings, Inc.
875,976
Shares
   

   

Value
COMMON STOCKS--continued
Securities Brokerage--continued
8,600 Raymond James Financial, Inc.
$ 241,574
30,900 1 TD Ameritrade Holding Corp.


579,684
   TOTAL


2,145,909
Semiconductor Distribution--0.6%
68,500 1 Avnet, Inc.


2,439,285
Semiconductor Manufacturing--1.8%
9,500 Intersil Holding Corp.
218,785
63,600 1 MEMC Electronic Materials, Inc.
4,544,856
7,100 Microchip Technology, Inc.
226,561
67,800 1 Micron Technology, Inc.
476,634
28,900 1 Omnivision Technologies, Inc.5
409,224
14,500 1 Plexus Corp.
327,555
23,400 1 Silicon Laboratories, Inc.
731,016
22,700 1 Spansion, Inc.


86,714
   TOTAL


7,021,345
Services to Medical Professionals--0.4%
20,000 1 Express Scripts, Inc., Class A
1,349,800
2,200 1 Humana, Inc.


176,660
   TOTAL


1,526,460
Shoes--0.1%
2,500 1 Deckers Outdoor Corp.


303,100
Software Packaged/Custom--1.6%
45,300 1 Activision, Inc.
1,171,911
10,700 1 Advent Software, Inc.
483,212
13,000 1 CSG Systems International, Inc.
165,880
84,100 1 Computer Sciences Corp.
3,559,112
43,900 Electronic Data Systems Corp.


882,390
   TOTAL


6,262,505
Specialty Chemicals--0.4%
3,300 Ashland, Inc.
150,249
8,100 Minerals Technologies, Inc.
440,640
18,500 1 OM Group, Inc.
1,061,530
1 Tronox Inc., Class B


7
   TOTAL


1,652,426
Shares
   

   

Value
COMMON STOCKS--continued
Specialty Retailing--0.3%
7,900 Barnes & Noble, Inc.
$ 268,205
15,900 1 Big Lots, Inc.
276,024
3,500 Nordstrom, Inc.
136,150
4,200 Pep Boys-Manny Moe & Jack
45,906
2,700 1 Tractor Supply Co.
104,058
12,800 1 Zale Corp.


209,920
   TOTAL


1,040,263
Stainless Steel Producer--0.1%
3,200 Carpenter Technology Corp.


197,248
Telecommunication Equipment & Services--1.8%
7,300 1 ADC Telecommunications, Inc.
107,967
181,400 Corning, Inc.
4,366,298
234,000 Motorola, Inc.


2,698,020
   TOTAL


7,172,285
Toys & Games--0.0%
5,100 1 JAKKS Pacific, Inc.


120,156
Trucking--0.2%
17,000 Ryder System, Inc.


885,020
Undesignated Consumer Cyclicals--1.3%
49,300 DeVRY, Inc.
2,720,867
3,000 1 ITT Educational Services, Inc.
274,050
3,100 1 Parexel International Corp.
168,671
41,300 Pharmaceutical Product Development, Inc.


1,790,768
   TOTAL


4,954,356
   TOTAL COMMON STOCKS (IDENTIFIED COST $381,368,823)


390,899,214
Shares
   

   

Value
MUTUAL FUND--0.5%
2,007,904 2,3 Prime Value Obligations Fund, Institutional Shares, 4.22%
(AT NET ASSET VALUE)

$
2,007,904
   TOTAL INVESTMENTS--99.2%
(IDENTIFIED COST $383,376,727) 4



392,907,118
   OTHER ASSETS AND LIABILITIES--NET--0.8% 5


3,310,659
   TOTAL NET ASSETS--100%

$
396,217,777

1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 Also represents cost for federal tax purposes.

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

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2008.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

January 31, 2008 (unaudited)

Assets:
      
Total investments in securities, at value including $2,007,904 of investments in an affiliated issuer (Note 5) (identified cost $383,376,727)
$ 392,907,118
Cash
157,529
Income receivable
179,718
Receivable for investments sold
17,588,499
Receivable for shares sold





4,607,703

   TOTAL ASSETS





415,440,567

Liabilities:
Payable for investments purchased
$ 17,925,888
Payable for shares redeemed
948,839
Payable for distribution services fee (Note 5)
64,088
Payable for shareholder services fee (Note 5)
189,392
Accrued expenses


94,583




   TOTAL LIABILITIES





19,222,790

Net assets for 25,924,445 shares outstanding




$
396,217,777

Net Assets Consist of:
Paid-in capital
$ 397,908,023
Net unrealized appreciation of investments
9,530,391
Accumulated net realized loss on investments
(11,682,190 )
Undistributed net investment income





461,553

   TOTAL NET ASSETS




$
396,217,777

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
Net asset value per share ($90,799,511 ÷ 5,861,696 shares outstanding), no par value, unlimited shares authorized





$15.49

Offering price per share





$15.49

Redemption proceeds per share





$15.49

Class A Shares:
Net asset value per share ($200,130,953 ÷ 13,060,296 shares outstanding), no par value, unlimited shares authorized





$15.32

Offering price per share (100/94.50 of $15.32) 1





$16.21

Redemption proceeds per share





$15.32

Class C Shares:
Net asset value per share ($104,740,542 ÷ 6,966,971 shares outstanding), no par value, unlimited shares authorized





$15.03

Offering price per share





$15.03

Redemption proceeds per share (99.00/100 of $15.03) 1





$14.88

Class K Shares:
Net asset value per share ($546,771 ÷ 35,482 shares outstanding), no par value, unlimited shares authorized





$15.41

Offering price per share





$15.41

Redemption proceeds per share





$15.41

1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Six Months Ended January 31, 2008 (unaudited)

Investment Income:
         
Dividends (including $114,317 received from an affiliated issuer (Note 5))









$
3,408,232

Expenses:
Investment adviser fee (Note 5)
$ 1,551,742
Administrative personnel and services fee (Note 5)
162,826
Custodian fees
24,350
Transfer and dividend disbursing agent fees and expenses--Institutional Shares
34,589
Transfer and dividend disbursing agent fees and expenses--Class A Shares
114,065
Transfer and dividend disbursing agent fees and expenses--Class C Shares
84,632
Transfer and dividend disbursing agent fees and expenses--Class K Shares
470
Directors'/Trustees' fees
2,872
Auditing fees
11,883
Legal fees
5,529
Portfolio accounting fees
67,938
Distribution services fee--Class C Shares (Note 5)
411,348
Distribution services fee--Class K Shares (Note 5)
751
Shareholder services fee--Class A Shares (Note 5)
262,105
Shareholder services fee--Class C Shares (Note 5)
125,921
Account administration fee--Class A Shares
228
Share registration costs
35,894
Printing and postage
48,938
Insurance premiums
3,303
Miscellaneous
2,217
Interest expense






2,208





   TOTAL EXPENSES






2,953,809





Reimbursement and Waiver (Note 5):
Reimbursement of investment adviser fee
$ (1,961 )
Waiver of administrative personnel and services fee


(5,169
)








   TOTAL REIMBURSEMENT AND WAIVER






(7,130
)




Net expenses










2,946,679

Net investment income










461,553

Realized and Unrealized Gain (Loss) on Investments:
Net realized loss on investments
(11,246,982 )
Net change in unrealized appreciation of investments










2,411,343

Net realized and unrealized loss on investments










(8,835,639
)
Change in net assets resulting from operations









$
(8,374,086
)

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


   

Six Months
Ended
(unaudited)
1/31/2008


   


Year Ended
7/31/2007


Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)
$ 461,553 $ (65,931 )
Net realized gain (loss) on investments
(11,246,982 ) 29,303,764
Net change in unrealized appreciation/depreciation of investments


2,411,343



5,456,660

   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


(8,374,086
)


34,694,493

Distributions to Shareholders:
Distributions from net realized gain on investments
Institutional Shares
(6,297,925 ) (1,675,959 )
Class A Shares
(14,822,479 ) (5,228,169 )
Class C Shares
(7,853,780 ) (2,497,031 )
Class K Shares


(32,808
)


(3
)
   CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS


(29,006,992
)


(9,401,162
)
Share Transactions:
Proceeds from sale of shares
72,732,735 235,142,870
Net asset value of shares issued to shareholders in payment of distributions declared
25,603,827 8,258,175
Cost of shares redeemed


(56,845,189
)


(69,157,702
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


41,491,373



174,243,343

Redemption fees


- --



3,869

Change in net assets


4,110,295



199,540,543

Net Assets:
Beginning of period


392,107,482



192,566,939

End of period (including undistributed net investment income of $461,553 and $0, respectively)

$
396,217,777


$
392,107,482

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2008 (unaudited)

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

In calculating its net asset value (NAV), the Fund generally values investments as follows:

  • Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
  • Shares of other mutual funds are valued based upon their reported NAVs.
  • Fixed-income securities acquired with remaining maturities greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (the "Trustees").
  • Fixed-income securities acquired with remaining maturities of 60 days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium).
  • Derivative contracts listed on exchanges are valued at their reported settlement or closing price.
  • Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Trustees.

If the Fund cannot obtain a price or price evaluation from a pricing service for an investment, the Fund may attempt to value the investment based upon the mean of bid and asked quotations or fair value the investment based on price evaluations, from one or more dealers. If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, the Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund's NAV.

Fair Valuation and Significant Events Procedures

The Trustees have authorized the use of pricing services to provide evaluations of the current fair value of certain investments for purposes of calculating the NAV. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers, and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a "bid" evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a "mid" evaluation). The Fund normally uses bid evaluations for U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for other types of fixed-income securities and OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

  • With respect to securities traded in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures or options contracts;
  • With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets;
  • Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
  • Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry.

The Trustees have approved the use of a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Fund will determine the fair value of the investment using another method approved by the Trustees.

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 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 Institutional Shares, Class A Shares, Class C Shares and Class K Shares may bear distribution services fees, shareholder services fees, account administration fees and certain transfer and dividend disbursing agent fees unique to those classes.

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. The Fund adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), "Accounting for uncertainty in Income Taxes," on January 31, 2008. As of and during the period ended January 31, 2008, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. As of January 31, 2008, tax years 2004 through 2007 remain subject to examination by the Fund's major tax jurisdictions, which include the United States of America and the state of Massachusetts.

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:


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Institutional Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
1,317,949 $ 22,289,384 2,677,589 $ 45,134,764
Shares issued to shareholders in payment of distributions declared
306,109 5,075,279 90,311 1,481,998
Shares redeemed

(804,209
)


(13,857,419
)

(537,678
)


(8,951,521
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

819,849


$
13,507,244


2,230,222


$
37,665,241


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Class A Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
1,954,373 $ 33,028,552 7,981,369 $ 129,791,451
Shares issued to shareholders in payment of distributions declared
864,495 14,186,366 300,058 4,887,949
Shares redeemed

(1,820,399
)


(29,916,971
)

(2,963,223
)


(48,937,368
)
   NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

998,469


$
17,297,947


5,318,204


$
85,742,032


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Class C Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
1,015,125 $ 16,821,812 3,709,500 $ 60,072,675
Shares issued to shareholders in payment of distributions declared
391,649 6,309,459 116,918 1,888,228
Shares redeemed

(798,329
)


(12,908,750
)

(681,786
)


(11,263,611
)
   NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

608,445


$
10,222,521


3,144,632


$
50,697,292


   
Six Months Ended
1/31/2008

   
Period Ended
7/31/2007 1

Class K Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
35,414 $ 592,987 8,309 $ 143,980
Shares issued to shareholders in payment of distributions declared
1,982 32,723 - -- - --
Shares redeemed

(9,933
)


(162,049
)

(290
)


(5,202
)
   NET CHANGE RESULTING FROM CLASS K SHARE TRANSACTIONS

27,463


$
463,661


8,019


$
138,778

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS

2,454,226


$
41,491,373


10,701,077


$
174,243,343

1 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. For the year ended July 31, 2007, the redemption fees for Institutional Shares, Class A Shares and Class C Shares amounted to $508, $2,298 and $1,063, respectively.

4. FEDERAL TAX INFORMATION

At January 31, 2008, the cost of investments for federal tax purposes was $383,376,727. The net unrealized appreciation of investments for federal tax purposes was $9,530,391. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $25,866,621 and net unrealized depreciation from investments for those securities having an excess of cost over value of $16,336,230.

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 and subject to the terms described in the Expense Limitation note, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. The Adviser can modify or terminate this voluntary waiver at any time at its sole discretion.

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 cannot be recovered by the Adviser after December 8, 2006.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services 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. Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose to waive any portion of its fee. FAS can modify or terminate this voluntary waiver at any time at its sole discretion. For the six months ended January 31, 2008, the net fee paid to FAS was 0.076% of average daily net assets of the Fund. FAS waived $5,169 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Act. 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 at the following percentages of average daily net assets annually, to compensate FSC:

Share Class Name
   
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 Name
   
Percentage of Average Daily
Net Assets of Class

Class A Shares

0.25%
Class C Shares

1.00%

Subject to the terms described in the Expense Limitation note, FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the six months ended January 31, 2008, FSC retained $156,448 of fees paid by the Fund. On November 15, 2007, the Fund's Trustees approved an amendment to the Plan to reduce the distribution services fee for the Fund's Class A Shares from 0.25% to 0.05%. The amendment to the Plan will become effective for the Fund on March 31, 2008. For the six months ended January 31, 2008, the Fund's Class A Shares did not incur a distribution services fee.

Sales Charges

For the six months ended January 31, 2008, FSC, the principal distributor, retained $33,755 in sales charges from the sale of Class A Shares. FSC also retained $4,449 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. Subject to the terms described in the Expense Limitation note, FSSC may voluntarily reimburse the Fund for shareholder services fees. This voluntary reimbursement can be modified or terminated at any time. For the six months ended January 31, 2008, FSSC received $2,441 of 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 (as shown in the financial highlights) 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 six months ended January 31, 2008, the Adviser reimbursed $1,961. Transactions with the affiliated company during the six months ended January 31, 2008 are as follows:

Affiliate
   
Balance of
Shares Held
7/31/2007

   
Purchases/
Additions

   
Sales/
Reductions

   
Balance of
Shares Held
1/31/2008

   
Value
   
Dividend
Income

Prime Value Obligations Fund, Institutional Shares

5,916,667

34,710,305

38,619,068

2,007,904

$2,007,904

$114,317

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the six months ended January 31, 2008, were as follows:

Purchases
   
$
411,583,314
Sales

$
397,451,356

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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 September 2006, the Financial Accounting Standards Board 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 has concluded that the adoption of FAS 157 is not expected to have a material impact on the Fund's net assets or results of operations.

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. In addition, the Board was informed by the Adviser that, for the same periods, the Fund underperformed its benchmark index for the one year period and outperformed its benchmark index for the three 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.

IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY

In an effort to reduce costs and avoid duplicate mailings, the Fund(s) intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund(s) resides (so-called "householding"), as permitted by applicable rules. The Fund's "householding" program covers its/their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Fund is also permitted to treat a shareholder as having given consent ("implied consent") if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to "household" at least sixty (60) days before it begins "householding" and (iii) none of the shareholders in the household have notified the Fund(s) or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R106
Cusip 31421R205
Cusip 31421R718

36361 (3/08)

Federated is a registered mark of Federated Investors, Inc. 2008 (c)Federated Investors, Inc.

Federated
World-Class Investment Manager

Federated MDT All Cap Core Fund

A Portfolio of Federated MDT Series



SEMI-ANNUAL SHAREHOLDER REPORT

January 31, 2008

Institutional Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
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
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)

    Six Months
Ended
(unaudited)

   
1/31/2008

Net Asset Value, Beginning of Period
$16.88
Income From Investment Operations:
Net investment income
0.06 4
Net realized and unrealized gain (loss) on investments

(0.26
)
   TOTAL FROM INVESTMENT OPERATIONS

(0.20
)
Less Distributions:
Distributions from net investment income
- --
Distributions from net realized gain on investments

(1.19
)
   TOTAL DISTRIBUTIONS

(1.19
)
Net Asset Value, End of Period

$15.49

Total Return 5

(1.65
)%
Ratios to Average Net Assets:



Net expenses

1.00
% 6
Net investment income

0.65
% 6
Expense waiver/reimbursement 7

0.00
% 6,8
Supplemental Data:



Net assets, end of period (000 omitted)

$90,800

Portfolio turnover

97
%

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 Fund's 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 Represents less than 0.01%.

9 Portfolio turnover is calculated at the Fund level. Percentage indicated was calculated for the period from October 1, 2002 to July 31, 2003.

See Notes which are an integral part of the Financial Statements

Year Ended July 31,

Period
Ended
2007
1,2
   
2006
2
   
2005
2
   
2004
2
   
7/31/2003
2,3
$15.17 $15.32 $13.55 $11.76 $10.00
0.07 4 0.05 4 0.03 4 0.04 0.03
2.18


0.70


2.87


2.05


1.75

2.25


0.75


2.90


2.09


1.78

- -- (0.02 ) (0.05 ) (0.03 ) (0.01 )
(0.54
)

(0.88
)

(1.08
)

(0.27
)

(0.01
)
(0.54
)

(0.90
)

(1.13
)

(0.30
)

(0.02
)
$16.88


$15.17


$15.32


$13.55


$11.76

14.92
%

4.85
%

22.14
%

17.78
%

17.75
%














1.07
%

1.25
%

1.25
%

1.25
%

1.33
% 6
0.40
%

0.28
%

0.23
%

0.30
%

0.37
% 6
0.01
%

0.05
%

0.04
%

0.15
%

0.85
% 6














$85,128


$42,656


$43,782


$31,532


$23,455

225
%

212
%

204
%

96
%

172
% 9

Shareholder Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees and 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 August 1, 2007 to January 31, 2008.

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
8/1/2007

   
Ending
Account Value
1/31/2008

   
Expenses Paid
During Period 1

Actual

$1,000

$983.50

$4.99
Hypothetical (assuming a 5% return before expenses)

$1,000

$1,020.11

$5.08

1 Expenses are equal to the Fund's annualized net expense ratio of 1.00%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Portfolio of Investments Summary Table

At January 31, 2008, the Fund's industry composition 1 was as follows:

Industry
   
Percentage of
Total Net Assets

Money Center Bank

8.6%
Regional Bank

6.2%
Crude Oil & Gas Production

5.2%
Multi-Line Insurance

5.1%
Integrated Domestic Oil

5.1%
Internet Services

5.0%
Life Insurance

4.8%
Agricultural Chemicals

4.7%
Computers--Low End

4.7%
Integrated International Oil

4.6%
Property Liability Insurance

4.3%
Railroad

3.2%
Home Building

2.6%
Savings and Loan

2.5%
Oil Well Supply

2.2%
Metal Fabrication

2.0%
Telecommunication Equipment & Services

1.8%
Major Steel Producer

1.8%
Semiconductor Manufacturing

1.8%
Software Packaged/Custom

1.6%
Diversified Oil

1.6%
Oil Service, Explore & Drill

1.4%
Undesignated Consumer Cyclicals

1.3%
Department Stores

1.2%
Electric Utility

1.1%
Ethical Drugs

1.0%
Other 2

13.3%
Cash Equivalents 3

0.5%
Other Assets and Liabilities--Net 4

0.8%
   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 Fund's 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

January 31, 2008 (unaudited)

Shares
   

   

Value
COMMON STOCKS--98.7%
Agricultural Chemicals--4.7%
165,900 Monsanto Co.

$
18,653,796
Agricultural Machinery--0.1%
6,500 1 AGCO Corp.


391,430
Airline - Regional--0.2%
12,800 1 Republic Airways Holdings, Inc.
255,488
27,200 SkyWest, Inc.


707,744
   TOTAL


963,232
Apparel--0.3%
5,100 Columbia Sportswear Co.
222,615
17,300 Guess ?, Inc.
645,463
13,100 1 Warnaco Group, Inc.


470,159
   TOTAL


1,338,237
Auto Original Equipment Manufacturers--0.0%
6,400 Superior Industries International, Inc.


116,608
Auto Rentals--0.0%
2,100 1 AMERCO


145,908
Biotechnology--0.2%
7,500 1 Amgen, Inc.
349,425
6,800 1 Martek Biosciences Corp.
193,800
18,200 1 ViroPharma, Inc.


161,252
   TOTAL


704,477
Book Publishing--0.1%
6,000 1 Scholastic Corp.


205,620
Building Supply Stores--0.1%
20,800 Lowe's Cos., Inc.


549,952
Clothing Stores--0.4%
16,100 1 Aeropostale, Inc.
453,537
13,400 1 Fossil, Inc.
455,332
13,900 1 Hanesbrands, Inc.
355,979
11,200 1 Jos A. Bank Clothiers, Inc.


305,088
   TOTAL


1,569,936
Shares
   

   

Value
COMMON STOCKS--continued
Commodity Chemicals--0.2%
16,400 Dow Chemical Co.

$
634,024
Computer Networking--0.0%
9,100 1 Foundry Networks, Inc.


125,580
Computer Peripherals--0.2%
6,000 1 Hutchinson Technology, Inc.
94,620
23,200 1 Lexmark International Group, Class A


840,072
   TOTAL


934,692
Computer Stores--0.2%
30,500 1 Ingram Micro, Inc., Class A
542,290
10,100 1 Tech Data Corp.


347,238
   TOTAL


889,528
Computers - Low End--4.7%
138,200 1 Apple, Inc.


18,706,752
Construction Machinery--0.1%
2,700 Caterpillar, Inc.


192,078
Contracting--0.1%
4,400 1 Jacobs Engineering Group, Inc.


336,336
Copper--0.1%
3,200 1 Southern Copper Corp.


300,288
Crude Oil & Gas Production--5.2%
300 Anadarko Petroleum Corp.
17,577
181,100 Apache Corp.
17,284,184
21,700 Cimarex Energy Co.
885,577
17,700 1 Newfield Exploration Co.
882,876
9,400 Pioneer Natural Resources, Inc.
393,860
17,500 1 Stone Energy Corp.
717,500
11,700 1 Swift Energy Co.


504,855
   TOTAL


20,686,429
Defense Aerospace--0.1%
5,300 Goodrich (B.F.) Co.


331,515
Defense Electronics--0.1%
16,700 1 FLIR Systems, Inc.


505,676
Shares
   

   

Value
COMMON STOCKS--continued
Department Stores--1.2%
26,300 Dillards, Inc., Class A
$ 521,529
51,000 1 Kohl's Corp.
2,327,640
18,666 1 Sears Holdings Corp.


2,062,406
   TOTAL


4,911,575
Discount Department Stores--0.2%
14,100 1 BJ's Wholesale Club, Inc.
457,404
21,300 Family Dollar Stores, Inc.


447,939
   TOTAL


905,343
Diversified Leisure--0.3%
12,200 1 Bally Technologies, Inc.
581,208
15,500 1 Gaylord Entertainment Co.


452,445
   TOTAL


1,033,653
Diversified Oil--1.6%
11,600 Murphy Oil Corp.
853,064
78,000 Occidental Petroleum Corp.


5,293,860
   TOTAL


6,146,924
Drug Stores--0.1%
12,300 Longs Drug Stores Corp.


565,923
Electric & Electrical Original Equipment Manufacturers--0.0%
4,600 1 Energy Conversion Devices, Inc.


106,168
Electric Utility--1.1%
2,700 1 Allegheny Energy, Inc.
147,933
17,700 Northeast Utilities Co.
490,644
1,800 PPL Corp.
88,056
15,800 SCANA Corp.
589,182
43,600 Sempra Energy
2,437,240
14,800 Wisconsin Energy Corp.


673,844
   TOTAL


4,426,899
Electrical Equipment--0.3%
5,700 1 Thomas & Betts Corp.
257,925
56,100 Xerox Corp.


863,940
   TOTAL


1,121,865
Shares
   

   

Value
COMMON STOCKS--continued
Electronic Instruments--0.1%
3,000 Analogic Corp.

$
177,180
Electronics Stores--0.0%
17,600 Circuit City Stores, Inc.


95,744
Ethical Drugs--1.0%
31,100 1 Forest Laboratories, Inc., Class A
1,236,847
3,100 Pfizer, Inc.
72,509
65,300 Wyeth


2,598,940
   TOTAL


3,908,296
Financial Services--0.9%
66,400 Ameriprise Financial, Inc.


3,672,584
Furniture--0.0%
5,300 Ethan Allen Interiors, Inc.


164,035
Gas Distributor--0.2%
9,500 NICOR, Inc.
389,500
1,500 New Jersey Resources Corp.
70,335
11,100 1 Southern Union Co.
301,698
6,100 WGL Holdings, Inc.


196,664
   TOTAL


958,197
Generic Drugs--0.5%
4,900 1 Alpharma, Inc., Class A
100,548
46,100 Perrigo Co.
1,421,724
24,000 1 Warner Chilcott Ltd., Class A


406,800
   TOTAL


1,929,072
Home Building--2.6%
51,500 Centex Corp.
1,430,670
111,000 D.R. Horton, Inc.
1,914,750
19,000 1 Hovnanian Enterprises, Inc., Class A
187,910
43,100 KB HOME
1,185,250
42,400 Lennar Corp., Class A
873,440
17,500 M.D.C. Holdings, Inc.
809,725
1,100 1 NVR, Inc.
694,650
77,000 Pulte Homes, Inc.
1,258,180
21,200 Ryland Group, Inc.
714,652
54,600 1 Toll Brothers, Inc.


1,271,088
   TOTAL


10,340,315
Shares
   

   

Value
COMMON STOCKS--continued
Industrial Machinery--0.2%
9,100 1 H&E Equipment Services, Inc.
$ 151,151
10,800 1 Terex Corp.


634,608
   TOTAL


785,759
Insurance Brokerage--0.2%
200 1 Markel Corp.
92,600
22,800 Odyssey Re Holdings Corp.


865,944
   TOTAL


958,544
Integrated Domestic Oil--5.1%
227,600 ConocoPhillips
18,280,832
39,300 Marathon Oil Corp.


1,841,205
   TOTAL


20,122,037
Integrated International Oil--4.6%
213,700 Chevron Corp.


18,057,650
Internet Services--5.0%
180,200 1 Amazon.com, Inc.
14,001,540
1,900 1 comScore, Inc.
50,863
214,900 1 eBay, Inc.


5,778,661
   TOTAL


19,831,064
Leasing--0.1%
9,600 GATX Corp.


360,960
Life Insurance--4.9%
179,700 MetLife, Inc.
10,596,909
10,000 Nationwide Financial Services, Inc., Class A
441,700
9,800 Protective Life Corp.
389,452
72,300 Prudential Financial, Inc.
6,099,951
12,400 StanCorp Financial Group, Inc.
610,204
17,300 Torchmark Corp.


1,056,338
   TOTAL


19,194,554
Lumber Products--0.1%
25,100 Louisiana-Pacific Corp.


383,277
Machine Tools--0.0%
1,500 Lincoln Electric Holdings


92,475
Major Steel Producer--1.8%
69,600 United States Steel Corp.


7,106,856
Shares
   

   

Value
COMMON STOCKS--continued
Maritime--0.8%
26,700 1 Kirby Corp.
$ 1,227,666
29,000 Overseas Shipholding Group, Inc.


1,891,380
   TOTAL


3,119,046
Medical Supplies--0.2%
1,300 Bard (C.R.), Inc.
125,541
18,800 Mentor Corp.


650,856
   TOTAL


776,397
Medical Technology--0.6%
8,900 1 Intuitive Surgical, Inc.
2,260,600
1,500 Stryker Corp.


100,455
   TOTAL


2,361,055
Metal Containers--0.1%
3,000 Greif, Inc., Class A


197,400
Metal Fabrication--2.0%
69,300 Precision Castparts Corp.


7,886,340
Miscellaneous Communications--0.1%
8,700 1 Bankrate, Inc.


471,801
Miscellaneous Food Products--0.1%
11,100 Corn Products International, Inc.
375,180
2,100 1 Fresh Del Monte Produce, Inc.


67,284
   TOTAL


442,464
Miscellaneous Components--0.7%
64,500 Amphenol Corp., Class A
2,576,130
3,600 1 Fairchild Semiconductor International, Inc., Class A
44,100
500 1 Zoran Corp.


5,900
   TOTAL


2,626,130
Money Center Bank--8.6%
431,400 Bank of America Corp.
19,132,590
312,300 J.P. Morgan Chase & Co.


14,849,865
   TOTAL


33,982,455
Mortgage and Title--0.4%
8,500 LandAmerica Financial Group, Inc.
443,360
33,300 MGIC Investment Corp.
616,050
24,000 PMI Group, Inc.
228,000
Shares
   

   

Value
COMMON STOCKS--continued
Mortgage and Title--continued
18,600 Radian Group, Inc.
$ 170,004
4,100 Stewart Information Services Corp.


140,343
   TOTAL


1,597,757
Multi-Industry Capital Goods--0.6%
11,700 Carlisle Cos., Inc.
389,610
9,300 1 Ceradyne, Inc.
447,795
10,900 1 KBR, Inc.
344,331
22,300 1 Shaw Group, Inc.


1,259,950
   TOTAL


2,441,686
Multi-Industry Transportation--0.0%
700 FedEx Corp.


65,436
Multi-Line Insurance--5.1%
197,750 Allstate Corp.
9,743,143
54,000 Assurant, Inc.
3,504,060
4,100 FBL Financial Group, Inc., Class A
135,095
12,400 Hanover Insurance Group, Inc.
564,820
66,200 Hartford Financial Services Group, Inc.
5,346,974
2,900 Infinity Property & Casualty
115,623
5,000 1 Navigators Group, Inc.
288,650
23,400 UNUMProvident Corp.
529,308
3,300 Zenith National Insurance Corp.


131,406
   TOTAL


20,359,079
Office Supplies--0.1%
8,700 1 United Stationers, Inc.


480,762
Offshore Driller--0.3%
4,500 1 Bristow Group, Inc.
226,575
20,300 1 Hornbeck Offshore Services, Inc.
785,204
4,200 1 Oceaneering International, Inc.


241,836
   TOTAL


1,253,615
Oil Service, Explore & Drill--1.4%
8,000 1 Continental Resources, Inc.
199,280
73,200 Helmerich & Payne, Inc.
2,870,904
28,500 1 Mariner Energy, Inc.
714,210
Shares
   

   

Value
COMMON STOCKS--continued
Oil Service, Explore & Drill--continued
8,100 1 McDermott International, Inc.
$ 382,158
14,400 1 Seacor Holdings, Inc.


1,270,080
   TOTAL


5,436,632
Oil Well Supply--2.2%
125,400 1 Cameron International Corp.
5,048,604
69,900 1 FMC Technologies, Inc.
3,366,384
3,700 Halliburton Co.
122,729
3,200 1 National-Oilwell, Inc.


192,736
   TOTAL


8,730,453
Other Communications Equipment--0.1%
4,200 Harris Corp.
229,698
29,100 1 Tellabs, Inc.


198,462
   TOTAL


428,160
Paper Products--0.4%
45,700 International Paper Co.


1,473,825
Personnel Agency--0.0%
7,200 1 Volt Information Science, Inc.


134,424
Property Liability Insurance--4.3%
24,800 American Financial Group, Inc.
687,704
1,500 Berkley, W. R. Corp.
45,390
116,100 Chubb Corp.
6,012,819
2,000 Loews Corp.
93,380
2,400 Mercury General Corp.
115,416
7,100 1 Philadelphia Consolidated Holding Corp.
254,180
4,300 1 ProAssurance Corp.
248,110
11,200 Reinsurance Group of America
649,264
10,200 SAFECO Corp.
544,374
170,100 The Travelers Cos., Inc.
8,181,810
2,900 Transatlantic Holdings, Inc.


197,780
   TOTAL


17,030,227
Railroad--3.2%
30,200 CSX Corp.
1,464,096
38,200 Norfolk Southern Corp.
2,077,698
72,100 Union Pacific Corp.


9,014,663
   TOTAL


12,556,457
Shares
   

   

Value
COMMON STOCKS--continued
Recreational Vehicles--0.1%
7,600 Harley Davidson, Inc.

$
308,408
Regional Bank--6.2%
15,900 Associated Banc Corp.
448,062
66,600 BB&T Corp.
2,416,248
10,400 City National Corp.
591,552
29,000 Comerica, Inc.
1,264,980
165,300 Fifth Third Bancorp
4,479,630
3,900 Frontier Financial Corp.
79,404
47,013 KeyCorp
1,229,390
33,500 M & T Bank Corp.
3,074,295
52,800 SunTrust Banks, Inc.
3,640,560
23,500 UnionBanCal Corp.
1,152,910
146,800 Wachovia Corp.
5,714,924
7,800 Wells Fargo & Co.


265,278
   TOTAL


24,357,233
Resorts--0.2%
15,500 1 Vail Resorts, Inc.


733,770
Restaurant--0.1%
2,400 1 Chipotle Mexican Grill, Inc.


292,176
Savings & Loan--2.5%
14,000 Astoria Financial Corp.
380,520
12,200 Downey Financial Corp.
420,900
92,400 Federal Home Loan Mortgage Corp.
2,808,036
133,100 Federal National Mortgage Association
4,506,766
45,500 Hudson City Bancorp, Inc.
745,290
15,300 Newalliance Bancshares, Inc.
188,190
12,000 Washington Mutual Bank
239,040
20,900 Webster Financial Corp. Waterbury


707,883
   TOTAL


9,996,625
Securities Brokerage--0.5%
7,500 1 Interactive Brokers Group, Inc., Class A
261,075
11,200 1 Knight Capital Group, Inc., Class A
187,600
32,300 OptionsXpress Holdings, Inc.
875,976
Shares
   

   

Value
COMMON STOCKS--continued
Securities Brokerage--continued
8,600 Raymond James Financial, Inc.
$ 241,574
30,900 1 TD Ameritrade Holding Corp.


579,684
   TOTAL


2,145,909
Semiconductor Distribution--0.6%
68,500 1 Avnet, Inc.


2,439,285
Semiconductor Manufacturing--1.8%
9,500 Intersil Holding Corp.
218,785
63,600 1 MEMC Electronic Materials, Inc.
4,544,856
7,100 Microchip Technology, Inc.
226,561
67,800 1 Micron Technology, Inc.
476,634
28,900 1 Omnivision Technologies, Inc.5
409,224
14,500 1 Plexus Corp.
327,555
23,400 1 Silicon Laboratories, Inc.
731,016
22,700 1 Spansion, Inc.


86,714
   TOTAL


7,021,345
Services to Medical Professionals--0.4%
20,000 1 Express Scripts, Inc., Class A
1,349,800
2,200 1 Humana, Inc.


176,660
   TOTAL


1,526,460
Shoes--0.1%
2,500 1 Deckers Outdoor Corp.


303,100
Software Packaged/Custom--1.6%
45,300 1 Activision, Inc.
1,171,911
10,700 1 Advent Software, Inc.
483,212
13,000 1 CSG Systems International, Inc.
165,880
84,100 1 Computer Sciences Corp.
3,559,112
43,900 Electronic Data Systems Corp.


882,390
   TOTAL


6,262,505
Specialty Chemicals--0.4%
3,300 Ashland, Inc.
150,249
8,100 Minerals Technologies, Inc.
440,640
18,500 1 OM Group, Inc.
1,061,530
1 Tronox Inc., Class B


7
   TOTAL


1,652,426
Shares
   

   

Value
COMMON STOCKS--continued
Specialty Retailing--0.3%
7,900 Barnes & Noble, Inc.
$ 268,205
15,900 1 Big Lots, Inc.
276,024
3,500 Nordstrom, Inc.
136,150
4,200 Pep Boys-Manny Moe & Jack
45,906
2,700 1 Tractor Supply Co.
104,058
12,800 1 Zale Corp.


209,920
   TOTAL


1,040,263
Stainless Steel Producer--0.1%
3,200 Carpenter Technology Corp.


197,248
Telecommunication Equipment & Services--1.8%
7,300 1 ADC Telecommunications, Inc.
107,967
181,400 Corning, Inc.
4,366,298
234,000 Motorola, Inc.


2,698,020
   TOTAL


7,172,285
Toys & Games--0.0%
5,100 1 JAKKS Pacific, Inc.


120,156
Trucking--0.2%
17,000 Ryder System, Inc.


885,020
Undesignated Consumer Cyclicals--1.3%
49,300 DeVRY, Inc.
2,720,867
3,000 1 ITT Educational Services, Inc.
274,050
3,100 1 Parexel International Corp.
168,671
41,300 Pharmaceutical Product Development, Inc.


1,790,768
   TOTAL


4,954,356
   TOTAL COMMON STOCKS (IDENTIFIED COST $381,368,823)


390,899,214
Shares
   

   

Value
MUTUAL FUND--0.5%
2,007,904 2,3 Prime Value Obligations Fund, Institutional Shares, 4.22%
(AT NET ASSET VALUE)

$
2,007,904
   TOTAL INVESTMENTS--99.2%
(IDENTIFIED COST $383,376,727) 4



392,907,118
   OTHER ASSETS AND LIABILITIES--NET--0.8% 5


3,310,659
   TOTAL NET ASSETS--100%

$
396,217,777

1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 Also represents cost for federal tax purposes.

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

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2008.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

January 31, 2008 (unaudited)

Assets:
      
Total investments in securities, at value including $2,007,904 of investments in an affiliated issuer (Note 5) (identified cost $383,376,727)
$ 392,907,118
Cash
157,529
Income receivable
179,718
Receivable for investments sold
17,588,499
Receivable for shares sold





4,607,703

   TOTAL ASSETS





415,440,567

Liabilities:
Payable for investments purchased
$ 17,925,888
Payable for shares redeemed
948,839
Payable for distribution services fee (Note 5)
64,088
Payable for shareholder services fee (Note 5)
189,392
Accrued expenses


94,583




   TOTAL LIABILITIES





19,222,790

Net assets for 25,924,445 shares outstanding




$
396,217,777

Net Assets Consist of:
Paid-in capital
$ 397,908,023
Net unrealized appreciation of investments
9,530,391
Accumulated net realized loss on investments
(11,682,190 )
Undistributed net investment income





461,553

   TOTAL NET ASSETS




$
396,217,777

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
Net asset value per share ($90,799,511 ÷ 5,861,696 shares outstanding), no par value, unlimited shares authorized





$15.49

Offering price per share





$15.49

Redemption proceeds per share





$15.49

Class A Shares:
Net asset value per share ($200,130,953 ÷ 13,060,296 shares outstanding), no par value, unlimited shares authorized





$15.32

Offering price per share (100/94.50 of $15.32) 1





$16.21

Redemption proceeds per share





$15.32

Class C Shares:
Net asset value per share ($104,740,542 ÷ 6,966,971 shares outstanding), no par value, unlimited shares authorized





$15.03

Offering price per share





$15.03

Redemption proceeds per share (99.00/100 of $15.03) 1





$14.88

Class K Shares:
Net asset value per share ($546,771 ÷ 35,482 shares outstanding), no par value, unlimited shares authorized





$15.41

Offering price per share





$15.41

Redemption proceeds per share





$15.41

1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Six Months Ended January 31, 2008 (unaudited)

Investment Income:
         
Dividends (including $114,317 received from an affiliated issuer (Note 5))









$
3,408,232

Expenses:
Investment adviser fee (Note 5)
$ 1,551,742
Administrative personnel and services fee (Note 5)
162,826
Custodian fees
24,350
Transfer and dividend disbursing agent fees and expenses--Institutional Shares
34,589
Transfer and dividend disbursing agent fees and expenses--Class A Shares
114,065
Transfer and dividend disbursing agent fees and expenses--Class C Shares
84,632
Transfer and dividend disbursing agent fees and expenses--Class K Shares
470
Directors'/Trustees' fees
2,872
Auditing fees
11,883
Legal fees
5,529
Portfolio accounting fees
67,938
Distribution services fee--Class C Shares (Note 5)
411,348
Distribution services fee--Class K Shares (Note 5)
751
Shareholder services fee--Class A Shares (Note 5)
262,105
Shareholder services fee--Class C Shares (Note 5)
125,921
Account administration fee--Class A Shares
228
Share registration costs
35,894
Printing and postage
48,938
Insurance premiums
3,303
Miscellaneous
2,217
Interest expense






2,208





   TOTAL EXPENSES






2,953,809





Reimbursement and Waiver (Note 5):
Reimbursement of investment adviser fee
$ (1,961 )
Waiver of administrative personnel and services fee


(5,169
)








   TOTAL REIMBURSEMENT AND WAIVER






(7,130
)




Net expenses










2,946,679

Net investment income










461,553

Realized and Unrealized Gain (Loss) on Investments:
Net realized loss on investments
(11,246,982 )
Net change in unrealized appreciation of investments










2,411,343

Net realized and unrealized loss on investments










(8,835,639
)
Change in net assets resulting from operations









$
(8,374,086
)

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


   

Six Months
Ended
(unaudited)
1/31/2008


   


Year Ended
7/31/2007


Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)
$ 461,553 $ (65,931 )
Net realized gain (loss) on investments
(11,246,982 ) 29,303,764
Net change in unrealized appreciation/depreciation of investments


2,411,343



5,456,660

   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


(8,374,086
)


34,694,493

Distributions to Shareholders:
Distributions from net realized gain on investments
Institutional Shares
(6,297,925 ) (1,675,959 )
Class A Shares
(14,822,479 ) (5,228,169 )
Class C Shares
(7,853,780 ) (2,497,031 )
Class K Shares


(32,808
)


(3
)
   CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS


(29,006,992
)


(9,401,162
)
Share Transactions:
Proceeds from sale of shares
72,732,735 235,142,870
Net asset value of shares issued to shareholders in payment of distributions declared
25,603,827 8,258,175
Cost of shares redeemed


(56,845,189
)


(69,157,702
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


41,491,373



174,243,343

Redemption fees


- --



3,869

Change in net assets


4,110,295



199,540,543

Net Assets:
Beginning of period


392,107,482



192,566,939

End of period (including undistributed net investment income of $461,553 and $0, respectively)

$
396,217,777


$
392,107,482

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2008 (unaudited)

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

In calculating its net asset value (NAV), the Fund generally values investments as follows:

  • Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
  • Shares of other mutual funds are valued based upon their reported NAVs.
  • Fixed-income securities acquired with remaining maturities greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (the "Trustees").
  • Fixed-income securities acquired with remaining maturities of 60 days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium).
  • Derivative contracts listed on exchanges are valued at their reported settlement or closing price.
  • Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Trustees.

If the Fund cannot obtain a price or price evaluation from a pricing service for an investment, the Fund may attempt to value the investment based upon the mean of bid and asked quotations or fair value the investment based on price evaluations, from one or more dealers. If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, the Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund's NAV.

Fair Valuation and Significant Events Procedures

The Trustees have authorized the use of pricing services to provide evaluations of the current fair value of certain investments for purposes of calculating the NAV. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers, and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a "bid" evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a "mid" evaluation). The Fund normally uses bid evaluations for U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for other types of fixed-income securities and OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

  • With respect to securities traded in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures or options contracts;
  • With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets;
  • Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
  • Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry.

The Trustees have approved the use of a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Fund will determine the fair value of the investment using another method approved by the Trustees.

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 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 Institutional Shares, Class A Shares, Class C Shares and Class K Shares may bear distribution services fees, shareholder services fees, account administration fees and certain transfer and dividend disbursing agent fees unique to those classes.

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. The Fund adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), "Accounting for uncertainty in Income Taxes," on January 31, 2008. As of and during the period ended January 31, 2008, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. As of January 31, 2008, tax years 2004 through 2007 remain subject to examination by the Fund's major tax jurisdictions, which include the United States of America and the state of Massachusetts.

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:


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Institutional Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
1,317,949 $ 22,289,384 2,677,589 $ 45,134,764
Shares issued to shareholders in payment of distributions declared
306,109 5,075,279 90,311 1,481,998
Shares redeemed

(804,209
)


(13,857,419
)

(537,678
)


(8,951,521
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

819,849


$
13,507,244


2,230,222


$
37,665,241


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Class A Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
1,954,373 $ 33,028,552 7,981,369 $ 129,791,451
Shares issued to shareholders in payment of distributions declared
864,495 14,186,366 300,058 4,887,949
Shares redeemed

(1,820,399
)


(29,916,971
)

(2,963,223
)


(48,937,368
)
   NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

998,469


$
17,297,947


5,318,204


$
85,742,032


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Class C Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
1,015,125 $ 16,821,812 3,709,500 $ 60,072,675
Shares issued to shareholders in payment of distributions declared
391,649 6,309,459 116,918 1,888,228
Shares redeemed

(798,329
)


(12,908,750
)

(681,786
)


(11,263,611
)
   NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

608,445


$
10,222,521


3,144,632


$
50,697,292


   
Six Months Ended
1/31/2008

   
Period Ended
7/31/2007 1

Class K Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
35,414 $ 592,987 8,309 $ 143,980
Shares issued to shareholders in payment of distributions declared
1,982 32,723 - -- - --
Shares redeemed

(9,933
)


(162,049
)

(290
)


(5,202
)
   NET CHANGE RESULTING FROM CLASS K SHARE TRANSACTIONS

27,463


$
463,661


8,019


$
138,778

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS

2,454,226


$
41,491,373


10,701,077


$
174,243,343

1 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. For the year ended July 31, 2007, the redemption fees for Institutional Shares, Class A Shares and Class C Shares amounted to $508, $2,298 and $1,063, respectively.

4. FEDERAL TAX INFORMATION

At January 31, 2008, the cost of investments for federal tax purposes was $383,376,727. The net unrealized appreciation of investments for federal tax purposes was $9,530,391. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $25,866,621 and net unrealized depreciation from investments for those securities having an excess of cost over value of $16,336,230.

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 and subject to the terms described in the Expense Limitation note, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. The Adviser can modify or terminate this voluntary waiver at any time at its sole discretion.

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 cannot be recovered by the Adviser after December 8, 2006.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services 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. Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose to waive any portion of its fee. FAS can modify or terminate this voluntary waiver at any time at its sole discretion. For the six months ended January 31, 2008, the net fee paid to FAS was 0.076% of average daily net assets of the Fund. FAS waived $5,169 of its fee.

Distribution Services Fee

The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Act. 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 at the following percentages of average daily net assets annually, to compensate FSC:

Share Class Name
   
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 Name
   
Percentage of Average Daily
Net Assets of Class

Class A Shares

0.25%
Class C Shares

1.00%

Subject to the terms described in the Expense Limitation note, FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the six months ended January 31, 2008, FSC retained $156,448 of fees paid by the Fund. On November 15, 2007, the Fund's Trustees approved an amendment to the Plan to reduce the distribution services fee for the Fund's Class A Shares from 0.25% to 0.05%. The amendment to the Plan will become effective for the Fund on March 31, 2008. For the six months ended January 31, 2008, the Fund's Class A Shares did not incur a distribution services fee.

Sales Charges

For the six months ended January 31, 2008, FSC, the principal distributor, retained $33,755 in sales charges from the sale of Class A Shares. FSC also retained $4,449 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. Subject to the terms described in the Expense Limitation note, FSSC may voluntarily reimburse the Fund for shareholder services fees. This voluntary reimbursement can be modified or terminated at any time. For the six months ended January 31, 2008, FSSC received $2,441 of 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 (as shown in the financial highlights) 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 six months ended January 31, 2008, the Adviser reimbursed $1,961. Transactions with the affiliated company during the six months ended January 31, 2008 are as follows:

Affiliate
   
Balance of
Shares Held
7/31/2007

   
Purchases/
Additions

   
Sales/
Reductions

   
Balance of
Shares Held
1/31/2008

   
Value
   
Dividend
Income

Prime Value Obligations Fund, Institutional Shares

5,916,667

34,710,305

38,619,068

2,007,904

$2,007,904

$114,317

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the six months ended January 31, 2008, were as follows:

Purchases
   
$
411,583,314
Sales

$
397,451,356

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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 September 2006, the Financial Accounting Standards Board 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 has concluded that the adoption of FAS 157 is not expected to have a material impact on the Fund's net assets or results of operations.

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. In addition, the Board was informed by the Adviser that, for the same periods, the Fund underperformed its benchmark index, for the one year period and outperformed its benchmark index for the three 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.

IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY

In an effort to reduce costs and avoid duplicate mailings, the Fund(s) intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund(s) resides (so-called "householding"), as permitted by applicable rules. The Fund's "householding" program covers its/their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Fund is also permitted to treat a shareholder as having given consent ("implied consent") if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to "household" at least sixty (60) days before it begins "householding" and (iii) none of the shareholders in the household have notified the Fund(s) or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R304

36362 (3/08)

Federated is a registered mark of Federated Investors, Inc. 2008 (c)Federated Investors, Inc.

Federated
World-Class Investment Manager

Federated MDT Balanced Fund

Established 2002

A Portfolio of Federated MDT Series

SEMI-ANNUAL SHAREHOLDER REPORT

January 31, 2008

Class A Shares
Class C Shares
Class K Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
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
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 - Class A Shares

(For a Share Outstanding Throughout Each Period)


   
Six Months
Ended
(unaudited)
1/31/2008


   
Year Ended
7/31/2007

1
   
Period
Ended
7/31/2006

2
Net Asset Value, Beginning of Period
$13.75 $13.21 $13.67
Income From Investment Operations:
Net investment income
0.17 3 0.20 3 0.18 3
Net realized and unrealized gain (loss) on investments, futures contracts and foreign currency transactions

(0.19
)

1.15


0.46

   TOTAL FROM INVESTMENT OPERATIONS

(0.02
)

1.35


0.64

Less Distributions:
Distributions from net investment income
(0.17 ) (0.16 ) (0.17 )
Distributions from net realized gain on investments, futures contracts and foreign currency transactions

(0.35
)

(0.65
)

(0.93
)
   TOTAL DISTRIBUTIONS

(0.52
)

(0.81
)

(1.10
)
Net Asset Value, End of Period

$13.21


$13.75


$13.21

Total Return 4

(0.32
)%

10.39
%

4.85
%
Ratios to Average Net Assets:









Net expenses

1.34
% 5

1.40
%

1.50
% 5
Net investment income

2.46
% 5

1.42
%

1.60
% 5
Expense waiver/reimbursement 6

0.04
% 5

0.13
%

0.17
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$143,771


$51,167


$1,962

Portfolio turnover

74
%

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 Fund's 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)


   
Six Months
Ended
(unaudited)
1/31/2008


   
Year Ended
7/31/2007

1
   
Period
Ended
7/31/2006

2
Net Asset Value, Beginning of Period
$13.60 $13.13 $13.67
Income From Investment Operations:
Net investment income
0.13 3 0.09 3 0.10 3
Net realized and unrealized gain (loss) on investments, futures contracts and foreign currency transactions

(0.20
)

1.14


0.44

   TOTAL FROM INVESTMENT OPERATIONS

(0.07
)

1.23


0.54

Less Distributions:
Distributions from net investment income
(0.14 ) (0.11 ) (0.15 )
Distributions from net realized gain on investments, futures contracts and foreign currency transactions

(0.35
)

(0.65
)

(0.93
)
   TOTAL DISTRIBUTIONS

(0.49
)

(0.76
)

(1.08
)
Net Asset Value, End of Period

$13.04


$13.60


$13.13

Total Return 4

(0.65
)%

9.50
%

4.04
%
Ratios to Average Net Assets:









Net expenses

2.08
% 5

2.15
%

2.25
% 5
Net investment income

1.92
% 5

0.66
%

0.85
% 5
Expense waiver/reimbursement 6

0.03
% 5

0.16
%

0.17
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$94,373


$15,775


$3,910

Portfolio turnover

74
%

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 Fund's 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 Each Period)


   
Six Months
Ended
(unaudited)
1/31/2008


   
Period
Ended
7/31/2007

1
Net Asset Value, Beginning of Period
$13.77 $14.28
Income From Investment Operations:
Net investment income
0.11 2 0.05 2
Net realized and unrealized gain (loss) on investments, futures contracts and foreign currency transactions

(0.16
)

0.26

   TOTAL FROM INVESTMENT OPERATIONS

(0.05
)

0.31

Less Distributions:
Distributions from net investment income
(0.13 ) (0.17 )
Distributions from net realized gain on investments, futures contracts and foreign currency transactions

(0.35
)

(0.65
)
   TOTAL DISTRIBUTIONS

(0.48
)

(0.82
)
Net Asset Value, End of Period

$13.24


$13.77

Total Return 3

(0.53
)%

2.33
%
Ratios to Average Net Assets:






Net expenses

1.85
% 4

1.90
% 4
Net investment income

1.61
% 4

0.60
% 4
Expense waiver/reimbursement 5

0.04
% 4

0.05
% 4
Supplemental Data:






Net assets, end of period (000 omitted)

$37


$18

Portfolio turnover

74
%

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 and 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 August 1, 2007 to January 31, 2008.

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
8/1/2007

   
Ending
Account Value
1/31/2008

   
Expenses Paid
During Period 1

Actual:






Class A Shares

$1,000

$ 996.80

$ 6.73
Class C Shares

$1,000

$ 993.50

$10.42
Class K Shares

$1,000

$ 994.70

$ 9.28
Hypothetical (assuming a 5% return before expenses):






Class A Shares

$1,000

$1,018.40

$ 6.80
Class C Shares

$1,000

$1,014.68

$10.53
Class K Shares

$1,000

$1,015.84

$ 9.37

1 Expenses are equal to the Fund's annualized net expense ratios, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The annualized net expense ratios are as follows:

Class A Shares
   
1.34%
Class C Shares

2.08%
Class K Shares

1.85%

Portfolio of Investments Summary Tables

At January 31, 2008, the Fund's portfolio composition 1 was as follows:

Security Type
   
Percentage of
Total Net Assets

Domestic Equity

55.0
%
Mortgage-Backed Securities

10.7
%
Foreign Stock ETF

8.7
%
U.S. Treasury and Agency Securities 2

7.2
%
Corporate Debt Securities

6.1
%
Collateralized Mortgage Obligations

3.1
%
Foreign Debt Securities

1.3
%
Adjustable Rate Mortgage Securities

0.9
%
Asset-Backed Securities

0.9
%
International Equity

0.1
%
Derivative Contracts 3,4

0.0
%
Cash Equivalents 5

8.2
%
Other Assets and Liabilities--Net 6

(2.2
)%
   TOTAL

100.0
%

1 See the Fund's 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 $5,311,490 held in U.S. Treasuries pledged as collateral to ensure the Fund is able to satisfy the obligations of its outstanding futures contracts.

3 Based upon net unrealized appreciation (depreciation) on the derivative contracts. Derivative contracts may consist of futures, forwards, options and swaps. The impact of a derivative contract on the Fund's performance may be larger than its unrealized appreciation (depreciation) may indicate. In many cases, the notional value or notional principal amount of a derivative contract may provide a better indication of the contract's significance to the portfolio. More complete information regarding the Fund's direct investments in derivative contracts, including unrealized appreciation (depreciation) and notional values or amounts of such contracts, can be found in the table at the end of the Portfolio of Investments included in this report.

4 Represents less than 0.1%.

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

6 Assets, other than investments in securities and derivative contracts, less liabilities.

At January 31, 2008, the Fund's industry composition 7 for its equity securities was as follows:

Industry
   
Percentage of
Equity Securities

Money Bank Center

7.6
%
Regional Bank

5.8
%
Multi-Line Insurance

5.3
%
Crude Oil & Gas Production

5.0
%
Integrated International Oil

4.8
%
Life Insurance

4.6
%
Property Liability Insurance

4.6
%
Integrated Domestic Oil

4.5
%
Computers--Low End

4.4
%
Internet Services

4.4
%
Agricultural Chemicals

4.2
%
Real Estate Investment Trusts

3.9
%
Railroad

3.8
%
Home Building

2.9
%
Savings & Loan

2.7
%
Oil Well Supply

1.9
%
Semiconductor Manufacturing

1.8
%
Metal Fabrication

1.8
%
Telecommunication Equipment & Services

1.7
%
Other 8

24.3
%
   TOTAL

100.0
%

7 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.

8 For purposes of this table, industry classifications which constitute less than 1.0% of the Fund's equity securities have been aggregated under the designation "Other."

Portfolio of Investments

January 31, 2008 (unaudited)

Shares
   

   

Value
COMMON STOCKS--55.1%
Agricultural Chemicals--2.3%
65,500 Monsanto Co.

$
7,364,820
Agricultural Machinery--0.1%
2,800 1 AGCO Corp.


168,616
Airline - Regional--0.1%
5,600 1 Republic Airways Holdings, Inc.
111,776
10,800 SkyWest, Inc.


281,016
   TOTAL


392,792
Apparel--0.2%
2,500 Columbia Sportswear Co.
109,125
8,400 Guess ?, Inc.
313,404
5,200 1 Warnaco Group, Inc.


186,628
   TOTAL


609,157
Auto Original Equipment Manufacturer--0.0%
1,900 Superior Industries International, Inc.


34,618
Auto Rentals--0.0%
800 1 AMERCO


55,584
Biotechnology--0.2%
7,600 1 Amgen, Inc.
354,084
3,100 1 Martek Biosciences Corp.
88,350
9,300 1 ViroPharma, Inc.


82,398
   TOTAL


524,832
Book Publishing--0.0%
2,600 1 Scholastic Corp.


89,102
Building Supply Stores--0.1%
14,100 Lowe's Cos., Inc.


372,804
Clothing Stores--0.3%
8,200 1 Aeropostale, Inc.
230,994
6,200 1 Fossil, Inc.
210,676
7,400 1 Hanesbrands Inc.
189,514
6,100 1 Jos A. Bank Clothiers, Inc.


166,164
   TOTAL


797,348
Shares
   

   

Value
COMMON STOCKS--continued
Commodity Chemicals--0.1%
7,100 Dow Chemical Co.

$
274,486
Computer Networking--0.0%
3,300 1 Foundry Networks, Inc.


45,540
Computer Peripherals--0.1%
1,400 1 Hutchinson Technology, Inc.
22,078
8,100 1 Lexmark International Group, Class A


293,301
   TOTAL


315,379
Computer Stores--0.1%
15,600 1 Ingram Micro, Inc., Class A
277,368
4,800 1 Tech Data Corp.


165,024
   TOTAL


442,392
Computers - Low End--2.4%
57,000 1 Apple, Inc.


7,715,520
Construction Machinery--0.0%
1,500 Caterpillar, Inc.


106,710
Contracting--0.0%
1,800 1 Jacobs Engineering Group, Inc.


137,592
Copper--0.1%
2,700 1 Southern Copper Corp.


253,368
Crude Oil & Gas Production--2.8%
8,000 Anadarko Petroleum Corp.
468,720
73,200 Apache Corp.
6,986,208
10,600 Cimarex Energy Co.
432,586
4,600 1 Newfield Exploration Co.
229,448
4,300 Pioneer Natural Resources, Inc.
180,170
6,800 1 Stone Energy Corp.
278,800
5,000 1 Swift Energy Co.


215,750
   TOTAL


8,791,682
Defense Aerospace--0.0%
1,800 Goodrich (B.F.) Co.


112,590
Defense Electronics--0.1%
6,600 1 FLIR Systems, Inc.


199,848
Shares
   

   

Value
COMMON STOCKS--continued
Department Stores--0.6%
12,400 Dillards, Inc., Class A
$ 245,892
21,600 1 Kohl's Corp.
985,824
6,145 1 Sears Holdings Corp.


678,961
   TOTAL


1,910,677
Discount Department Stores--0.1%
5,000 1 BJ's Wholesale Club, Inc.
162,200
14,100 Family Dollar Stores, Inc.


296,523
   TOTAL


458,723
Diversified Leisure--0.1%
5,800 1 Bally Technologies, Inc.
276,312
6,800 1 Gaylord Entertainment Co.


198,492
   TOTAL


474,804
Diversified Oil--0.8%
7,500 Murphy Oil Corp.
551,550
29,500 Occidental Petroleum Corp.


2,002,165
   TOTAL


2,553,715
Drug Stores--0.1%
4,700 Longs Drug Stores Corp.


216,247
Electric & Electronic Original Equipment Manufacturer--0.0%
2,400 1 Energy Conversion Devices, Inc.


55,392
Electric Utility--0.7%
1,700 1 Allegheny Energy, Inc.
93,143
9,800 Northeast Utilities Co.
271,656
1,000 PPL Corp.
48,920
7,600 SCANA Corp.
283,404
21,000 Sempra Energy
1,173,900
4,600 Wisconsin Energy Corp.


209,438
   TOTAL


2,080,461
Electrical Equipment--0.1%
2,400 1 Thomas & Betts Corp.
108,600
22,500 Xerox Corp.


346,500
   TOTAL


455,100
Shares
   

   

Value
COMMON STOCKS--continued
Electronic Instruments--0.0%
1,100 Analogic Corp.

$
64,966
Electronics Stores--0.0%
2,700 Circuit City Stores, Inc.


14,688
Ethical Drugs--0.4%
11,700 1 Forest Laboratories, Inc., Class A
465,309
4,300 Pfizer, Inc.
100,577
21,000 Wyeth


835,800
   TOTAL


1,401,686
Financial Services--0.6%
32,500 Ameriprise Financial, Inc.


1,797,575
Furniture--0.0%
1,100 Ethan Allen Interiors, Inc.


34,045
Gas Distributor--0.2%
4,900 NICOR, Inc.
200,900
600 New Jersey Resources Corp.
28,134
5,900 1 Southern Union Co.
160,362
3,400 WGL Holdings, Inc.


109,616
   TOTAL


499,012
Generic Drugs--0.3%
3,000 1 Alpharma, Inc., Class A
61,560
18,700 Perrigo Co.
576,708
10,600 1 Warner Chilcott Ltd - Class A


179,670
   TOTAL


817,938
Home Building--1.6%
23,300 Centex Corp.
647,274
59,300 D.R. Horton, Inc.
1,022,925
9,200 1 Hovnanian Enterprises, Inc., Class A
90,988
23,200 KB HOME
638,000
22,500 Lennar Corp., Class A
463,500
8,600 M.D.C. Holdings, Inc.
397,922
400 1 NVR, Inc.
252,600
43,400 Pulte Homes, Inc.
709,156
8,600 Ryland Group, Inc.
289,906
21,600 1 Toll Brothers, Inc.


502,848
   TOTAL


5,015,119
Shares
   

   

Value
COMMON STOCKS--continued
Industrial Machinery--0.1%
4,700 1 H&E Equipment Services, Inc.
$ 78,067
4,000 1 Terex Corp.


235,040
   TOTAL


313,107
Insurance Brokerage--0.1%
100 1 Markel Corp.
46,300
9,400 Odyssey Re Holdings Corp.


357,012
   TOTAL


403,312
Integrated Domestic Oil--2.5%
91,800 ConocoPhillips
7,373,376
11,100 Marathon Oil Corp.


520,035
   TOTAL


7,893,411
Integrated International Oil--2.6%
98,700 Chevron Corp.


8,340,150
Internet Services--2.4%
63,000 1 Amazon.com, Inc.
4,895,100
700 1 Comscore, Inc.
18,739
103,900 1 eBay, Inc.


2,793,871
   TOTAL


7,707,710
Leasing--0.1%
4,800 GATX Corp.


180,480
Life Insurance--2.5%
74,900 MetLife, Inc.
4,416,853
7,000 Nationwide Financial Services, Inc., Class A
309,190
7,000 Protective Life Corp.
278,180
25,700 Prudential Financial
2,168,309
7,300 StanCorp Financial Group, Inc.
359,233
8,800 Torchmark Corp.


537,328
   TOTAL


8,069,093
Lumber Products--0.1%
12,900 Louisiana-Pacific Corp.


196,983
Machine Tools--0.0%
600 Lincoln Electric Holdings


36,990
Major Steel Producer--0.8%
25,800 United States Steel Corp.


2,634,438
Shares
   

   

Value
COMMON STOCKS--continued
Maritime--0.4%
12,200 1 Kirby Corp.
$ 560,956
11,900 Overseas Shipholding Group, Inc.


776,118
   TOTAL


1,337,074
Medical Supplies--0.1%
600 Bard (C.R.), Inc.
57,942
7,000 Mentor Corp.


242,340
   TOTAL


300,282
Medical Technology--0.4%
5,300 1 Intuitive Surgical, Inc.
1,346,200
700 Stryker Corp.


46,879
   TOTAL


1,393,079
Metal Containers--0.0%
1,600 Greif, Inc., Class A


105,280
Metal Fabrication--1.0%
27,400 Precision Castparts Corp.


3,118,120
Miscellaneous Communications--0.1%
4,200 1 Bankrate, Inc.


227,766
Miscellaneous Food Products--0.1%
4,600 Corn Products International, Inc.
155,480
1,000 1 Fresh Del Monte Produce, Inc.


32,040
   TOTAL


187,520
Miscellaneous Components--0.4%
27,400 Amphenol Corp., Class A
1,094,356
1,600 1 Fairchild Semiconductor International, Inc., Class A


19,600
   TOTAL


1,113,956
Money Center Bank--4.2%
168,600 Bank of America Corp.
7,477,410
120,000 J.P. Morgan Chase & Co.


5,706,000
   TOTAL


13,183,410
Mortgage & Title--0.2%
3,500 LandAmerica Financial Group, Inc.
182,560
12,600 MGIC Investment Corp.
233,100
10,400 PMI Group, Inc.
98,800
8,300 Radian Group, Inc.
75,862
1,700 Stewart Information Services Corp.


58,191
   TOTAL


648,513
Shares
   

   

Value
COMMON STOCKS--continued
Multi-Industry Transportation--0.0%
500 FedEx Corp.

$
46,740
Multi-Industry Capital Goods--0.3%
5,200 Carlisle Cos., Inc.
173,160
3,400 1 Ceradyne, Inc.
163,710
4,700 1 KBR, Inc.
148,473
8,000 1 Shaw Group, Inc.


452,000
   TOTAL


937,343
Multi-Line Insurance--2.9%
96,150 Allstate Corp.
4,737,310
21,100 Assurant, Inc.
1,369,179
2,400 FBL Financial Group, Inc., Class A
79,080
4,700 Hanover Insurance Group, Inc.
214,085
26,900 Hartford Financial Services Group, Inc.
2,172,713
2,400 Infinity Property & Casualty
95,688
2,300 1 Navigators Group, Inc.
132,779
13,500 UNUMProvident Corp.
305,370
1,400 Zenith National Insurance Corp.


55,748
   TOTAL


9,161,952
Office Supplies--0.1%
3,000 1 United Stationers, Inc.


165,780
Offshore Driller--0.2%
2,000 1 Bristow Group, Inc.
100,700
10,000 1 Hornbeck Offshore Services, Inc.
386,800
2,400 1 Oceaneering International, Inc.


138,192
   TOTAL


625,692
Oil Service, Explore & Drill--0.8%
2,200 1 Continental Resources Inc
54,802
32,500 Helmerich & Payne, Inc.
1,274,650
12,100 1 Mariner Energy, Inc.
303,226
5,800 1 McDermott International, Inc.
273,644
6,800 1 SEACOR Holdings, Inc.


599,760
   TOTAL


2,506,082
Shares
   

   

Value
COMMON STOCKS--continued
Oil Well Supply--1.1%
48,400 1 Cameron International Corp.
$ 1,948,584
27,800 1 FMC Technologies, Inc.
1,338,848
1,300 1 National-Oilwell, Inc.


78,299
   TOTAL


3,365,731
Other Communications Equipment--0.1%
2,800 Harris Corp.
153,132
14,800 1 Tellabs, Inc.


100,936
   TOTAL


254,068
Paper Products--0.2%
16,500 International Paper Co.


532,125
Personnel Agency--0.0%
3,100 1 Volt Information Science, Inc.


57,877
Property Liability Insurance--2.5%
9,950 American Financial Group, Inc. Ohio
275,913
800 Berkley, W. R. Corp.
24,208
53,600 Chubb Corp.
2,775,944
1,200 Loews Corp.
56,028
2,300 Mercury General Corp.
110,607
3,100 1 Philadelphia Consolidated Holding Corp.
110,980
1,600 1 ProAssurance Corp.
92,320
5,300 Reinsurance Group of America
307,241
5,500 Safeco Corp.
293,535
77,400 The Travelers Cos, Inc.
3,722,940
1,600 Transatlantic Holdings, Inc.


109,120
   TOTAL


7,878,836
Railroad--2.1%
14,800 CSX Corp.
717,504
29,200 Norfolk Southern Corp.
1,588,188
35,000 Union Pacific Corp.


4,376,050
   TOTAL


6,681,742
Shares
   

   

Value
COMMON STOCKS--continued
Real Estate Investment Trusts--2.2%
9,500 AMB Property Corp.
$ 480,700
1,400 Alexandria Real Estate Equities, Inc.
137,522
69,000 Annaly Mortgage Management, Inc.
1,360,680
4,050 Boston Properties, Inc.
372,276
7,100 Federal Realty Investment Trust
523,980
10,200 HCP, Inc.
310,182
39,500 Host Hotels & Resorts, Inc.
661,230
16,200 Plum Creek Timber Co., Inc.
676,350
9,000 Prologis Trust
534,150
3,800 SL Green Realty Corp.
352,678
2,600 Simon Property Group, Inc.
232,388
27,300 Realty Income Corp.
665,574
6,050 Vornado Realty Trust


546,920
   TOTAL


6,854,630
Recreational Vehicles--0.0%
3,700 Harley Davidson, Inc.


150,146
Regional Bank--3.2%
7,700 Associated Banc Corp.
216,986
28,400 BB&T Corp.
1,030,352
4,800 City National Corp.
273,024
14,100 Comerica, Inc.
615,042
60,800 Fifth Third Bancorp
1,647,680
2,100 Frontier Financial Corp.
42,756
19,357 KeyCorp
506,186
13,400 M & T Bank Corp.
1,229,718
3,100 Oriental Financial Group
49,507
24,800 SunTrust Banks, Inc.
1,709,960
9,500 UnionBanCal Corp.
466,070
60,400 Wachovia Corp.


2,351,372
   TOTAL


10,138,653
Shares
   

   

Value
COMMON STOCKS--continued
Resorts--0.1%
6,200 1 Vail Resorts, Inc.

$
293,508
Restaurant--0.1%
2,400 Bob Evans Farms, Inc.
71,376
1,000 1 Chipotle Mexican Grill, Inc. - Cl A


121,740
   TOTAL


193,116
Savings & Loan--1.5%
5,700 Astoria Financial Corp.
154,926
6,600 Downey Financial Corp.
227,700
43,100 Federal Home Loan Mortgage Corp.
1,309,809
61,800 Federal National Mortgage Association
2,092,548
27,700 Hudson City Bancorp, Inc.
453,726
7,000 Newalliance Bancshares, Inc.
86,100
4,800 Washington Mutual, Inc.
95,616
8,000 Webster Financial Corp. Waterbury


270,960
   TOTAL


4,691,385
Securities Brokerage--0.3%
3,100 1 Interactive Brokers Group, Inc., Class A
107,911
4,600 1 Knight Capital Group, Inc. - A
77,050
16,100 OptionsXpress Holdings, Inc.
436,632
3,200 Raymond James Financial, Inc.
89,888
11,400 1 TD Ameritrade Holding Corp.


213,864
   TOTAL


925,345
Semiconductor Distribution--0.3%
26,700 1 Avnet, Inc.


950,787
Semiconductor Manufacturing--1.0%
7,700 Intersil Holding Corp.
177,331
26,300 1 MEMC Electronic Materials
1,879,398
2,900 Microchip Technology, Inc.
92,539
41,400 1 Micron Technology, Inc.
291,042
16,600 1 Omnivision Technologies, Inc.
235,056
5,200 1 Plexus Corp.
117,468
9,600 1 Silicon Laboratories, Inc.
299,904
11,400 1 Spansion Inc. - Class A


43,548
   TOTAL


3,136,286
Shares
   

   

Value
COMMON STOCKS--continued
Services to Medical Professionals--0.4%
11,900 1 Express Scripts, Inc., Class A
$ 803,131
5,500 1 Humana, Inc.


441,650
   TOTAL


1,244,781
Shoes--0.1%
1,300 1 Deckers Outdoor Corp.


157,612
Software Packaged/Custom--0.8%
21,500 1 Activision, Inc.
556,205
4,000 1 Advent Software, Inc.
180,640
3,400 1 CSG Systems International, Inc.
43,384
33,800 1 Computer Sciences Corp.
1,430,416
20,000 Electronic Data Systems Corp.


402,000
   TOTAL


2,612,645
Specialty Chemicals--0.2%
1,500 Ashland, Inc.
68,295
3,800 Minerals Technologies, Inc.
206,720
7,900 1 OM Group, Inc.


453,302
   TOTAL


728,317
Specialty Retailing--0.1%
3,400 Barnes & Noble, Inc.
115,430
7,700 1 Big Lots, Inc.
133,672
1,400 Pep Boys-Manny Moe & Jack
15,302
1,800 1 Tractor Supply Co.
69,372
7,400 1 Zale Corp.


121,360
   TOTAL


455,136
Stainless Steel Producer--0.0%
1,400 Carpenter Technology Corp.


86,296
Telecommunication Equipment & Services--1.0%
2,800 1 ADC Telecommunications, Inc.
41,412
84,500 Corning, Inc.
2,033,915
83,900 Motorola, Inc.


967,367
   TOTAL


3,042,694
Shares or
Principal
Amount

   

   

Value
COMMON STOCKS--continued
Toys & Games--0.0%
3,900 1 JAKKS Pacific, Inc.

$
91,884
Trucking--0.1%
8,300 Ryder Systems, Inc.


432,098
Undesignated Consumer Cyclicals--0.7%
21,900 DeVRY, Inc.
1,208,661
2,000 1 ITT Educational Services, Inc.
182,700
1,000 1 Parexel International Corp.
54,410
15,000 Pharmaceutical Product Development, Inc.


650,400
   TOTAL


2,096,171
   TOTAL COMMON STOCKS (IDENTIFIED COST $175,189,039)


174,541,060
ASSET-BACKED SECURITIES--0.9%
$ 400,000 Banc of America Commercial Mortgage, Inc. 2007-1 A2, 5.381%, 1/15/2049
398,077
47,068 CS First Boston Mortgage Securities Corp. 2002-HE4 AF, 5.51%, 8/25/2032
44,834
1,200,000 Citigroup/Deutsche Bank Commercial Mortgage 2007-CD5, Series 2007-CD5, 5.886%, 11/15/2044
1,220,899
526,746 Community Program Loan Trust 1987-A A4, 4.50%, 10/01/2018
528,927
250,000 Merrill Lynch/Countrywide Commercial Mortgage 2007-6, Series 2007-6, 5.331%, 03/12/2051
248,186
250,000 Merrill Lynch/Countrywide Commercial Mortgage 2007-6, Series 2007-6, 5.485%, 03/12/2051
248,000
140,000 Morgan Stanley Capital I 2006-IQ12 A4, 5.332%, 12/15/2043


137,763
   TOTAL ASSET-BACKED SECURITIES (IDENTIFIED COST $2,825,642)


2,826,686
COLLATERALIZED MORTGAGE OBLIGATIONS--0.3%
4,668 Bear Stearns Mortgage Securities, Inc. 1997-6 1A, 6.67%, 3/25/2031
4,665
410,000 Citigroup/Deutsche Bank Commercial Mortgage 2007-CD4 A3, 5.293%, 12/11/2049
417,916
14,999 Federal Home Loan Mortgage Corp. REMIC 1311 K, 7.000%, 7/15/2022
14,972
27,173 Federal Home Loan Mortgage Corp. REMIC 1384 D, 7.000%, 9/15/2022
27,133
29,614 Federal Home Loan Mortgage Corp. REMIC 1595 D, 7.000%, 10/15/2013
30,369
75,000 Federal Home Loan Mortgage Corp. REMIC 2497 JH, 6.000%, 9/15/2032
77,586
67,408 Federal National Mortgage Association REMIC 1993-113 SB, 9.75%, 7/25/2023
74,683
Principal
Amount

   

   

Value
COLLATERALIZED MORTGAGE OBLIGATIONS--continued
$ 9,815 Federal National Mortgage Association REMIC 2001-37 GA, 8.000%, 7/25/2016
$ 10,723
17,609 Federal National Mortgage Association REMIC 2003-35 UC, 3.750%, 5/25/2033
17,100
12,779 Government National Mortgage Association REMIC 1999-29 PB, 7.25%, 7/16/2028
13,036
50,953 Government National Mortgage Association REMIC 2002-17 B, 6.00%, 3/20/2032
52,683
350,000 JP Morgan Chase Commercial Mortgage Securities 2007-CB19 A2, 5.478%, 2/12/2049


352,581
   TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(IDENTIFIED COST $1,085,125)



1,093,447
CORPORATE BONDS--5.6%
Basic Industry - Chemicals--0.1%
100,000 Albemarle Corp., Sr. Note, 5.10%, 02/01/2015
98,329
85,000 Du Pont (E.I.) de Nemours & Co., 5.000%, 01/15/2013
88,369
75,000 Rohm & Haas Co., 6.000%, 09/15/2017


77,694
   TOTAL


264,392
Basic Industry - Metals & Mining--0.1%
50,000 Alcan, Inc., 5.000%, 06/01/2015
49,330
85,000 Alcoa, Inc., Note, 5.55%, 02/01/2017
82,433
150,000 BHP Finance (USA), Inc., Company Guarantee, 5.25%, 12/15/2015
148,915
50,000 Newmont Mining Corp., Company Guarantee, 5.875%, 04/01/2035


43,137
   TOTAL


323,815
Capital Goods - Aerospace & Defense--0.1%
50,000 2,3 BAE Systems Holdings, Inc., 5.200%, 08/15/2015
50,332
125,000 Boeing Co., Note, 5.125%, 02/15/2013
130,597
100,000 Raytheon Co., Unsecd. Note, 5.375%, 04/01/2013


105,249
   TOTAL


286,178
Capital Goods - Diversified Manufacturing--0.1%
100,000 Emerson Electric Co., Unsecd. Note, 5.75%, 11/01/2011
106,326
50,000 Honeywell International, Inc., Note, 7.500%, 03/01/2010
54,075
40,000 2,3 Textron Financial Corp., Jr. Sub. Note, 6.00%, 02/15/2067


37,239
   TOTAL


197,640
Principal
Amount

   

   

Value
CORPORATE BONDS--continued
Capital Goods - Environmental--0.0%
$ 100,000 Waste Management, Inc., 7.375%, 08/01/2010

$
106,659
Capital Goods - Packaging--0.0%
20,000 Pactiv Corp., 6.40%, 1/15/2018


20,785
Communications - Media & Cable--0.1%
100,000 Comcast Corp., Sr. Note, 7.125%, 06/15/2013
109,382
200,000 Comcast Corp., Company Guarantee, 6.500%, 01/15/2017
209,319
75,000 Cox Communications, Inc., Unsecd. Note, 5.45%, 12/15/2014
75,109
25,000 Time Warner Cable, Inc., Sr. Unsecd. Note, 5.85%, 05/01/2017


25,093
   TOTAL


418,903
Communications - Media Noncable--0.1%
75,000 News America Holdings, Inc., Company Guarantee, 8.00%, 10/17/2016
85,455
75,000 News America Holdings, Inc., Sr. Deb., 9.25%, 02/01/2013


88,941
   TOTAL


174,396
Communications - Telecom Wireless--0.2%
150,000 AT&T Wireless Services, Inc., Sr. Note, 8.75%, 03/01/2031
188,516
100,000 America Movil S.A.B. de C.V., Note, 5.750%, 01/15/2015
100,895
100,000 Cingular Wireless LLC, Sr. Note, 6.50%, 12/15/2011
107,323
60,000 Vodafone Group PLC, 5.35%, 02/27/2012
61,627
100,000 Vodafone Group PLC, Note, 5.625%, 02/27/2017


100,944
   TOTAL


559,305
Communications - Telecom Wirelines--0.2%
50,000 Embarq Corp., 6.738%, 06/01/2013
51,432
100,000 Telecom Italia Capital, Note, 4.875%, 10/01/2010
101,256
40,000 Telefonica SA, Company Guarantee, 7.045%, 06/20/2036
44,370
150,000 Telefonica SA, Sr. Note, 5.855%, 02/04/2013
157,441
100,000 Telefonos de Mexico, Note, 4.50%, 11/19/2008
100,037
125,000 Verizon Global Funding, Note, 7.250%, 12/01/2010


136,098
   TOTAL


590,634
Consumer Cyclical - Automotive--0.1%
150,000 DaimlerChrysler North America Holding Corp., Sr. Note, 4.875%, 06/15/2010
152,283
75,000 DaimlerChrysler North America Holding Corp., Sr. Note, 6.50%, 11/15/2013
81,547
100,000 2,3 Nissan Motor Acceptance Corp., Sr. Unsecd. Note, 5.625%, 03/14/2011


103,560
   TOTAL


337,390
Principal
Amount

   

   

Value
CORPORATE BONDS--continued
Consumer Cyclical - Entertainment--0.1%
$ 175,000 Disney Co., Note, 5.70%, 07/15/2011
$ 184,877
100,000 Time Warner, Inc., 5.50%, 11/15/2011


102,057
   TOTAL


286,934
Consumer Cyclical - Lodging--0.0%
100,000 Wyndham Worldwide Corp., Sr. Unsecd. Note, 6.00%, 12/01/2016


95,313
Consumer Cyclical - Retailers--0.1%
140,000 CVS Caremark Corp., Sr. Unsecd. Note, 5.75%, 06/01/2017
145,074
80,000 Costco Wholesale Corp., 5.30%, 03/15/2012
83,967
35,000 JC Penney Corp., Inc., Sr. Unsecd. Note, 5.875%, 02/15/2018
32,977
25,000 Kohl's Corp., Unsecd. Note, 7.375%, 10/15/2011
27,408
100,000 Target Corp., 5.875%, 03/01/2012
106,247
50,000 Target Corp., Note, 5.875%, 07/15/2016


50,605
   TOTAL


446,278
Consumer Non-Cyclical Food/Beverage--0.2%
125,000 Anheuser-Busch Cos., Inc., Sr. Note, 5.60%, 03/01/2017
131,882
100,000 Bottling Group LLC, Note, 5.50%, 04/01/2016
104,242
90,000 General Mills, Inc., Note, 5.70%, 02/15/2017
92,094
40,000 Kellogg Co., Sr. Unsub., 5.125%, 12/03/2012
41,665
75,000 Kraft Foods, Inc., Note, 5.25%, 10/01/2013
75,906
10,000 Kraft Foods, Inc., Note, 6.25%, 06/01/2012
10,555
75,000 PepsiCo, Inc., 4.650%, 02/15/2013
78,301
100,000 2,3 SABMiller PLC, Note, 6.200%, 07/01/2011


107,467
   TOTAL


642,112
Consumer Non-Cyclical Health Care--0.1%
40,000 Baxter International, Inc., 6.250%, 12/01/2037
41,272
100,000 Medtronic, Inc., Note, Series B, 4.375%, 09/15/2010
102,195
90,000 Quest Diagnostics, Inc., Sr. Unsecd. Note, 6.400%, 07/01/2017


93,920
   TOTAL


237,387
Consumer Non-Cyclical Pharmaceuticals--0.2%
75,000 Abbott Laboratories, 5.375%, 05/15/2009
77,024
60,000 Abbott Laboratories, 5.150%, 11/30/2012
63,496
100,000 Genentech, Inc., Note, 4.75%, 07/15/2015
100,231
60,000 Lilly (Eli) & Co., Bond, 5.20%, 03/15/2017
61,035
125,000 Lilly (Eli) & Co., Unsecd. Note, 6.57%, 01/01/2016
140,319
100,000 Pharmacia Corp., Sr. Deb., 6.500%, 12/01/2018


114,612
   TOTAL


556,717
Principal
Amount

   

   

Value
CORPORATE BONDS--continued
Energy - Independent--0.1%
$ 105,000 Anadarko Petroleum Corp., Sr. Unsecd. Note, 5.95%, 09/15/2016
$ 108,599
50,000 Canadian Natural Resources Ltd., 4.90%, 12/01/2014
48,219
150,000 Pemex Project Funding Master, Company Guarantee, 9.125%, 10/13/2010
166,597
60,000 XTO Energy, Inc., 6.75%, 08/01/2037
64,030
65,000 XTO Energy, Inc., Sr. Unsecd. Note, 6.25%, 08/01/2017


69,046
   TOTAL


456,491
Energy - Integrated--0.2%
225,000 Conoco Funding Co., Inc., 7.25%, 10/15/2031
265,324
200,000 Husky Oil Ltd., Deb., 7.55%, 11/15/2016


231,308
   TOTAL


496,632
Energy - Oil Field Services--0.0%
40,000 Enbridge, Inc., Sr. Note, 5.60%, 04/01/2017


40,165
Energy - Refining--0.1%
100,000 Valero Energy Corp., 6.875%, 04/15/2012
107,711
115,000 Valero Energy Corp., 7.50%, 04/15/2032
123,777
35,000 Valero Energy Corp., Note, 4.75%, 04/01/2014


34,194
   TOTAL


265,682
Financial Institution - Banking--1.0%
200,000 Bank of America Corp., Sr. Note, 5.375%, 06/15/2014
206,750
125,000 2,3 Barclays Bank PLC, 5.926%, 12/31/2049
116,660
120,000 Capital One Capital IV, 6.745%, 02/17/2037
82,149
200,000 Citigroup, Inc., Note, 5.125%, 02/14/2011
203,961
150,000 Credit Suisse First Boston USA, Inc., 5.125%, 01/15/2014
151,444
150,000 Credit Suisse First Boston USA, Inc., Sr. Note, 5.50%, 08/16/2011
156,790
100,000 HSBC Finance Capital Trust IX, Note, 5.911%, 11/30/2035
92,172
200,000 Household Finance Corp., 7.00%, 05/15/2012
214,974
150,000 J.P. Morgan Chase & Co., 5.75%, 01/02/2013
157,140
200,000 J.P. Morgan Chase & Co., Sub. Note, 5.125%, 09/15/2014
201,013
100,000 Marshall & Ilsley Bank, Milwaukee, Sr. Note, 4.40%, 03/15/2010
100,509
200,000 Northern Trust Corp., Sr. Note, 5.30%, 08/29/2011
208,002
200,000 PNC Funding Corp., Sub. Note, 5.625%, 02/01/2017
199,368
100,000 PNC Funding Corp., Sub. Note, 7.50%, 11/01/2009
105,842
100,000 Popular North America, Inc., 5.65%, 04/15/2009
99,838
Principal
Amount

   

   

Value
CORPORATE BONDS--continued
Financial Institution - Banking--continued
$ 250,000 US BANK NA, Sub. Note, 4.95%, 10/30/2014
$ 249,933
200,000 Wachovia Bank N.A., 4.800%, 11/01/2014
196,900
30,000 Wachovia Corp., 5.750%, 02/01/2018
29,890
200,000 Washington Mutual Bank, 5.125%, 01/15/2015
176,224
100,000 Wells Fargo Bank, N.A., Sub. Note, 6.45%, 02/01/2011
106,176
75,000 Zions Bancorp, Sub. Note, 5.50%, 11/16/2015


72,952
   TOTAL


3,128,687
Financial Institution - Brokerage--0.5%
100,000 Amvescap PLC, Note, 4.5%, 12/15/2009
101,411
250,000 Blackrock, Inc., 6.250%, 09/15/2017
263,021
20,000 Eaton Vance Corp., 6.500%, 10/02/2017
20,949
150,000 2,3 FMR Corp., Bond, 7.570%, 06/15/2029
175,673
25,000 Goldman Sachs Group, Inc., 6.125%, 02/15/2033
24,800
150,000 Goldman Sachs Group, Inc., Note, 5.250%, 10/15/2013
155,773
75,000 Janus Capital Group, Inc., Sr. Note, 6.25%, 06/15/2012
78,841
80,000 Janus Capital Group, Inc., Sr. Note, 6.70%, 06/15/2017
84,908
120,000 Lehman Brothers Holdings, Inc., 7.875%, 08/15/2010
129,405
135,000 Lehman Brothers Holdings, Inc., Sub. Deb., 6.50%, 07/19/2017
138,236
115,000 Lehman Brothers Holdings, Inc., Sub. Deb., 6.875%, 07/17/2037
113,009
150,000 Merrill Lynch & Co., Inc., Unsecd. Note, 5.45%, 07/15/2014
149,336
100,000 Morgan Stanley, Note, 4.00%, 01/15/2010
100,228
35,000 Morgan Stanley, Sr. Unsecd. Note, 5.950%, 12/28/2017


35,450
   TOTAL


1,571,040
Financial Institution - Finance Noncaptive--0.3%
100,000 American Express Co., Global Sr. Note, 4.75%, 06/17/2009
101,216
100,000 American Express Co., 4.875%, 07/15/2013
100,733
100,000 American General Finance Corp., 4.00%, 03/15/2011
97,052
150,000 Berkshire Hathaway, Inc., Company Guarantee, 4.85%, 01/15/2015
151,631
90,000 2,3 Capmark Financial Group, Inc., Note, 6.30%, 05/10/2017
63,231
200,000 General Electric Capital Corp., Note, 4.875%, 03/04/2015
202,782
200,000 2,3 ILFC E-Capital Trust I, 5.90%, 12/21/2065
190,792
100,000 International Lease Finance Corp., 4.875%, 09/01/2010
101,417
75,000 SLM Corp., Note, 4.00%, 01/15/2010


70,718
   TOTAL


1,079,572
Principal
Amount

   

   

Value
CORPORATE BONDS--continued
Financial Institution - Insurance - Health--0.0%
$ 75,000 Aetna US Healthcare, 5.75%, 06/15/2011

$
78,874
Financial Institution - Insurance - Life--0.1%
200,000 AXA-UAP, Sub. Note, 8.60%, 12/15/2030
226,988
120,000 Prudential Financial, Inc., 5.150%, 01/15/2013
121,722
85,000 Prudential Financial, Inc., 6.625%, 12/01/2037


86,755
   TOTAL


435,465
Financial Institution - Insurance - P&C--0.3%
91,000 ACE INA Holdings, Inc., Sr. Note, 5.70%, 02/15/2017
92,662
75,000 CNA Financial Corp., 6.500%, 08/15/2016
76,852
100,000 2,3 Liberty Mutual Group, Inc., Unsecd. Note, 5.750%, 03/15/2014
100,808
100,000 The St. Paul Travelers Cos., Inc., Sr. Unsecd. Note, 5.50%, 12/01/2015
102,588
500,000 2,3 ZFS Finance USA Trust I, Jr. Sub. Note, 6.15%, 12/15/2065


473,645
   TOTAL


846,555
Financial Institution - REITs--0.1%
20,000 Equity One, Inc., Bond, 6.00%, 09/15/2017
18,930
75,000 Liberty Property LP, 6.625%, 10/01/2017
75,704
100,000 Prologis, Sr. Note, 5.500%, 04/01/2012


100,551
   TOTAL


195,185
Foreign-Local-Government--0.0%
100,000 Ontario, Province of, Note, 4.50%, 02/03/2015


102,643
Technology--0.3%
75,000 Cisco Systems, Inc., Note, 5.25%, 02/22/2011
78,462
60,000 Cisco Systems, Inc., Sr. Unsecd. Note, 5.50%, 02/22/2016
62,360
200,000 Dell Computer Corp., Sr. Deb., 7.10%, 04/15/2028
218,819
75,000 Dun & Bradstreet Corp., Sr. Unsecd. Note, 5.500%, 03/15/2011
77,513
80,000 Fiserv, Inc., Sr. Note, 6.800%, 11/20/2017
84,722
65,000 Harris Corp., 5.95%, 12/01/2017
66,095
50,000 Hewlett-Packard Co., Note, 5.40%, 03/01/2017
51,583
125,000 Hewlett-Packard Co., Note, 6.50%, 07/01/2012
137,229
100,000 IBM Corp., Deb., 8.375%, 11/01/2019
126,939
150,000 Oracle Corp., Sr. Unsecd. Note, Series WI, 5.00%, 01/15/2011


153,875
   TOTAL


1,057,597
Transportation - Airlines--0.0%
75,000 Southwest Airlines Co., 6.50%, 03/01/2012
79,523
50,000 Southwest Airlines Co., Deb., 7.375%, 03/01/2027


54,624
   TOTAL


134,147
Principal
Amount

   

   

Value
CORPORATE BONDS--continued
Transportation - Railroads--0.1%
$ 75,000 Burlington Northern Santa Fe Corp., Sr. Note, 4.875%, 01/15/2015
$ 73,194
100,000 Canadian Pacific RR, 7.125%, 10/15/2031
108,513
100,000 Norfolk Southern Corp., Note, 6.75%, 02/15/2011
109,602
100,000 Union Pacific Corp., 4.875%, 01/15/2015


97,309
   TOTAL


388,618
Transportation - Services--0.1%
90,000 2,3 Enterprise Rent-A-Car USA Finance Co., 6.375%, 10/15/2017
86,752
100,000 FedEx Corp., Note, 5.50%, 08/15/2009


102,492
   TOTAL


189,244
Utility - Electric--0.5%
150,000 Alabama Power Co., 5.700%, 02/15/2033
144,805
100,000 Cleveland Electric Illuminating Co., Sr. Unsecd. Note, 5.95%, 12/15/2036
92,038
100,000 Consolidated Edison Co., Sr. Unsecd. Note, Series 2006C, 5.50%, 09/15/2016
102,800
150,000 Consolidated Natural Gas Co., 5.000%, 12/01/2014
148,341
75,000 Duke Capital Corp., Sr. Note, 6.250%, 02/15/2013
79,600
100,000 Exelon Generation Co. LLC, Note, 5.35%, 01/15/2014
99,021
100,000 FirstEnergy Corp., 6.45%, 11/15/2011
105,817
55,000 2,3 Great River Energy, 1st Mtg. Note, 5.829%, 07/01/2017
57,591
100,000 MidAmerican Energy Co., 4.650%, 10/01/2014
98,907
40,000 National Rural Utilities Cooperative Finance Corp., 5.450%, 02/01/2018
40,639
50,000 PPL Energy Supply LLC, Sr. Unsecd. Note, 6.000%, 12/15/2036
46,968
100,000 PSEG Power LLC, Company Guarantee, 7.75%, 04/15/2011
109,274
75,000 PSI Energy, Inc., Bond, 6.05%, 06/15/2016
77,514
50,000 Pacific Gas & Electric Co., 6.050%, 03/01/2034
49,879
100,000 Pacific Gas & Electric Co., Unsecd. Note, 4.20%, 03/01/2011
100,599
90,000 Virginia Electric & Power Co., Sr. Unsecd. Note, 5.100%, 11/30/2012


93,244
   TOTAL


1,447,037
Utility - Natural Gas Distributor--0.1%
200,000 Atmos Energy Corp., 4.00%, 10/15/2009


200,240
Utility - Natural Gas Pipelines--0.0%
100,000 Kinder Morgan Energy Partners LP, Sr. Unsecd. Note, 5.800%, 03/15/2035


87,545
   TOTAL CORPORATE BONDS
(IDENTIFIED COST $17,679,405)



17,746,257
Principal
Amount
or Shares

   

   

Value
GOVERNMENTS/AGENCIES--0.0%
$ 75,000 United Mexican States, 6.625%, 03/03/2015
(IDENTIFIED COST $81,558)

$
82,324
GOVERNMENT AGENCIES--2.8%
500,000 Federal Home Loan Mortgage Corp., 4.125%, 7/12/2010
517,096
500,000 Federal Home Loan Mortgage Corp., 5.250%, 7/18/2011
537,869
1,000,000 Federal Home Loan Mortgage Corp., 5.500%, 7/18/2016
1,105,943
6,200,000 Federal National Mortgage Association, 4.750%, 11/19/2012


6,576,737
   TOTAL GOVERNMENT AGENCIES
(IDENTIFIED COST $8,232,257)



8,737,645
MORTGAGE-BACKED SECURITIES--0.0%
20,024 Federal National Mortgage Association Pool 408761, 7.000%, 12/1/2012
21,092
11,297 Federal National Mortgage Association Pool 512255, 7.500%, 9/1/2014
12,185
24,315 Federal National Mortgage Association Pool 609554, 7.500%, 10/1/2016


26,372
   TOTAL MORTGAGE-BACKED SECURITIES
(IDENTIFIED COST $57,411)



59,649
U.S. TREASURY--3.3%
661,688 U.S. Treasury Inflation Protected Note, 2.375%, 4/15/2011
702,216
2,549,299 U.S. Treasury Inflation Protected Note, 2.500%, 7/15/2016
2,822,553
5,050,000 4 United States Treasury Note, 3.875%, 2/15/2013
5,311,490
1,450,000 United States Treasury Note, 4.500%, 2/15/2016


1,559,687
   TOTAL U.S. TREASURY
(IDENTIFIED COST $9,702,064)



10,395,946
EXCHANGE TRADED FUNDS--8.7%
312,750 iShares MSCI EAFE Index Fund
22,608,698
35,440 iShares MSCI Emerging Market Fund


4,828,700
   TOTAL EXCHANGE TRADED FUNDS
(IDENTIFIED COST $26,824,300)



27,437,398
MUTUAL FUNDS--23.0% 5
84,802 Emerging Markets Fixed Income Core Fund
1,884,574
4,315,645 Federated Mortgage Core Portfolio
43,501,697
Shares
   

   

Value
MUTUAL FUNDS--continued 5
630,971 High Yield Bond Portfolio
$ 4,082,383
23,232,452 6 Prime Value Obligations Fund, Institutional Shares, 4.22%


23,232,452
   TOTAL MUTUAL FUNDS
(IDENTIFIED COST $70,912,257)



72,701,106
   TOTAL INVESTMENTS--99.7%
(IDENTIFIED COST $312,589,058) 7



315,621,518
   OTHER ASSETS AND LIABILITIES - NET--0.3% 8


1,034,312
   TOTAL NET ASSETS--100%

$
316,655,830

At January 31, 2008, the Fund had the following outstanding futures contracts:


Description
   
Number
of Contracts

   
Notional
Value

   
Expiration
Date

   
Unrealized
Appreciation/
(Depreciation)


1 United States Treasury Notes
5-Year Long Futures

12

$ 1,356,000

March 2008

$ 38,769

1 United States Treasury Bond
Long Futures

14

$ 1,670,375

March 2008

$(16,675
)
1 United States Treasury Notes
10-Year Short Futures

23

$ 2,684,531

March 2008

$ 2,433

1 United States Treasury Notes
2-Year Short Futures

50

$10,660,938

March 2008

$ 30,291

   NET UNREALIZED APPRECIATION ON FUTURES CONTRACTS
$ 54,818

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 January 31, 2008, these restricted securities amounted to $1,563,750, which represented 0.5% 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 Fund's Board of Trustees. At January 31, 2008, these liquid restricted securities amounted to $1,563,750, which represented 0.5% 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 $312,590,167.

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

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2008.

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

January 31, 2008 (unaudited)

Assets:
      
Total investments in securities, at value including $72,701,106 of investments in affiliated issuers (Note 5) (identified cost $312,589,058)
$ 315,621,518
Cash
332,721
Income receivable
573,221
Receivable for investments sold
12,074,814
Receivable for shares sold






1,118,081

   TOTAL ASSETS






329,720,355

Liabilities:
Payable for investments purchased
$ 12,274,836
Payable for shares redeemed
467,594
Payable for Directors'/Trustees' fees
670
Payable for daily variation margin
17,187
Payable for distribution services fee (Note 5)
60,041
Payable for shareholder services fee (Note 5)
133,362
Accrued expenses


110,835





   TOTAL LIABILITIES






13,064,525

Net assets for 24,040,041 shares outstanding





$
316,655,830

Net Assets Consist of:
Paid-in capital
$ 321,861,990
Net unrealized appreciation of investments, futures contracts and translation of assets and liabilities in foreign currency


3,087,278
Accumulated net realized loss on investments, futures contracts and foreign currency transactions
(8,365,091 )
Undistributed net investment income






71,653

   TOTAL NET ASSETS





$
316,655,830

Statement of Assets and Liabilities-continued

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
Net asset value per share ($78,474,056 ÷ 5,918,545 shares outstanding), no par value, unlimited shares authorized






$13.26

Offering price per share






$13.26

Redemption proceeds per share






$13.26

Class A Shares:
Net asset value per share ($143,771,066 ÷ 10,881,324 shares outstanding), no par value, unlimited shares authorized






$13.21

Offering price per share (100/94.50 of $13.21) 1






$13.98

Redemption proceeds per share






$13.21

Class C Shares:
Net asset value per share ($94,373,424 ÷ 7,237,357 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

Class K Shares:
Net asset value per share ($37,284 ÷ 2,815 shares outstanding), no par value, unlimited shares authorized






$13.24

Offering price per share






$13.24

Redemption proceeds per share






$13.24

1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Six Months Ended January 31, 2008 (unaudited)

Investment Income:
         
Dividends (including $1,343,899 received from affiliated issuers (Note 5))
$ 3,699,341
Interest
805,333
Investment income allocated from affiliated partnership (Note 5)










41,572

   TOTAL INCOME










4,546,246

Expenses:
Investment adviser fee (Note 5)
$ 915,591
Administrative personnel and services fee (Note 5)
135,737
Custodian fees
23,817
Transfer and dividend disbursing agent fees and expenses--Institutional Shares
41,849
Transfer and dividend disbursing agent fees and expenses--Class A Shares
70,964
Transfer and dividend disbursing agent fees and expenses--Class C Shares
39,273
Transfer and dividend disbursing agent fees and expenses--Class K Shares
58
Directors'/Trustees' fees
664
Auditing fees
12,338
Legal fees
3,179
Portfolio accounting fees
51,781
Distribution services fee--Class C Shares (Note 5)
219,689
Distribution services fee--Class K Shares (Note 5)
82
Shareholder services fee--Class A Shares (Note 5)
126,487
Shareholder services fee--Class C Shares (Note 5)
66,562
Account administration fee--Class A Shares
3,438
Account administration fee--Class C Shares
6,376
Share registration costs
34,961
Printing and postage
40,509
Insurance premiums
3,095
Taxes
741
Interest expense
825
Miscellaneous






510





   EXPENSES BEFORE ALLOCATION






1,798,526





Expenses allocated from affiliated partnership






411





   TOTAL EXPENSES






1,798,937





Statement of Operations-continued

Waivers and Reimbursements (Note 5):
Waiver/reimbursement of investment adviser fee
$ (12,088 )
Waiver of administrative personnel and services fee
(26,429 )
Reimbursement of transfer and dividend disbursing agent fees and expenses--Institutional Shares
(29 )
Reimbursement of transfer and dividend disbursing agent fees and expenses--Class A Shares
(5,071 )
Reimbursement of transfer and dividend disbursing agent fees and expenses--Class C Shares
(2,054 )
Reimbursement of other operating expenses


(741
)








   TOTAL WAIVERS AND REIMBURSEMENTS





$
(46,412
)




Net expenses









$
1,752,525

Net investment income










2,793,721

Realized and Unrealized Gain (Loss) on Investments, Futures Contracts and Foreign Currency Transactions:
Net realized loss on investments and foreign currency transactions (including realized loss of $93,675 on sales of investments in affiliated issuers)
(8,634,627 )
Net realized gain on futures contracts
294,186
Net realized loss and foreign currency transactions allocated from affiliated partnership
(1,961 )
Net change in unrealized appreciation of investments, and translation of assets and liabilities in foreign currency transactions






(6,435,330 )
Net change in unrealized depreciation of futures contracts










95,154

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










(14,682,578
)
Change in net assets resulting from operations









$
(11,888,857
)

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


   

Six Months
Ended
(unaudited)
1/31/2008


   


Year Ended
7/31/2007


Increase (Decrease) in Net Assets
Operations:
Net investment income
$ 2,793,721 $ 2,013,061
Net realized gain (loss) on investments including allocations from partnership and futures contracts
(8,342,402 ) 8,572,488
Net change in unrealized appreciation/depreciation of investments, futures contracts and translation of assets and liabilities in foreign currency


(6,340,176
)


746,098

   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


(11,888,857
)


11,331,647

Distributions to Shareholders:
Distributions from net investment income
Institutional Shares
(1,062,430 ) (966,746 )
Class A Shares
(1,791,266 ) (418,667 )
Class C Shares
(1,022,222 ) (75,923 )
Class K Shares
(301 ) (1 )
Distributions from net realized gains on investments, futures contracts and foreign currency transactions
Institutional Shares
(2,000,003 ) (3,727,211 )
Class A Shares
(3,700,635 ) (1,712,874 )
Class C Shares
(2,473,743 ) (451,805 )
Class K Shares


(819
)


(4
)
   CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS


(12,051,419
)


(7,353,231
)
Share Transactions:
Proceeds from sale of shares
33,012,132 84,031,582
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Conservative Allocation Fund
52,857,254 - --
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Growth Allocation Fund
48,170,456 - --
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Moderate Allocation Fund
93,208,403 - --
Net asset value of shares issued to shareholders in payment of distributions declared
11,084,828 7,010,766
Cost of shares redeemed


(46,330,861
)


(26,053,811
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


192,002,212



64,988,537

Redemption Fees


- --



7,476

Change in net assets


168,061,936



68,974,429

Net Assets:
Beginning of period


148,593,894



79,619,465

End of period (including undistributed net investment income of $71,653 and $1,154,151, respectively)

$
316,655,830


$
148,593,894

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2008 (unaudited)

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 of capital and 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.

On October 26, 2007, the Fund received a tax-free transfer of assets from the Federated Conservative Allocation Fund (FCAF), the Federated Growth Allocation Fund (FGAF) and the Federated Moderate Allocation Fund (FMAF) (collectively, "Acquired Funds") as follows:


   
Shares of
the Fund
Issued

   
Acquired
Funds Net
Assets
Received

   
Unrealized
Appreciation 1

   
Net Assets
of the Fund
Immediately
Prior to
Combination

   
Net Assets
of Acquired
Funds
Immediately
Prior to
Combination

   
Net Assets
of the Fund
Immediately
After
Combination

FCAF

3,640,126

$ 52,857,254

$1,026,380



$ 52,857,254


FGAF

3,325,359

$ 48,170,456

$1,009,181



$ 48,170,456


FMAF

6,421,560

$ 93,208,403

$1,945,499



$ 93,208,403


   TOTAL

13,387,045

$194,236,113

$3,981,060

$161,345,386

$194,236,113

$355,581,499

1 Unrealized appreciation is included in the Acquired Funds 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

In calculating its net asset value (NAV), the Fund generally values investments as follows:

  • Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
  • Fixed-income securities acquired with remaining maturities greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Board of "Trustees" (the "Trustees").
  • Fixed-income securities acquired with remaining maturities of 60 days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium).
  • Shares of other mutual funds are valued based upon their reported NAVs.
  • Derivative contracts listed on exchanges are valued at their reported settlement or closing price.
  • Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Trustees.

If the Fund cannot obtain a price or price evaluation from a pricing service for an investment, the Fund may attempt to value the investment based upon the mean of bid and asked quotations or fair value the investment based on price evaluations, from one or more dealers. If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, the Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund's NAV.

Fair Valuation and Significant Events Procedures

The Trustees have authorized the use of pricing services to provide evaluations of the current fair value of certain investments for purposes of calculating the NAV. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers, and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a "bid" evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a "mid" evaluation). The Fund normally uses bid evaluations for U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for other types of fixed-income securities and OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

  • With respect to securities traded in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures or options contracts;
  • With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets;
  • Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
  • Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry.

The Trustees have approved the use of a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Fund will determine the fair value of the investment using another method approved by the Trustees.

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, realized and 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 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 Institutional Shares, Class A Shares, Class C Shares and Class K Shares may bear distribution services fees, shareholder services fees, account administration 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. The Fund adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes," on January 31, 2008. As of and during the period ended January 31, 2008, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. As of January 31, 2008, tax years 2004 through 2007 remain subject to examination by the Fund's major tax jurisdictions, which include the United States of America and the state of Massachusetts.

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 six months ended January 31, 2008, the Fund had net realized gains on futures contracts of $294,186.

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.

At January 31, 2008, the Fund had no outstanding foreign exchange contracts.

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 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:


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Institutional Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
299,133 $ 4,175,784 603,137 $ 8,390,088
Shares issued to shareholders in payment of distributions declared
213,271 2,951,673 346,321 4,668,405
Shares redeemed

(512,951
)


(7,183,585
)

(604,149
)


(8,303,830
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

(547
)

$
(56,128
)

345,309


$
4,754,663


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Class A Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
1,655,886 $ 23,011,474 4,589,586 $ 62,628,792
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Conservative Allocation Fund
2,233,258 32,583,802 - -- - --
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Growth Allocation Fund
1,400,840 20,438,742 - -- - --
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Moderate Allocation Fund
3,731,944 54,450,162 - -- - --
Shares issued to shareholders in payment of distributions declared
349,074 4,817,221 144,782 1,948,759
Shares redeemed

(2,211,492
)


(30,840,932
)

(1,161,046
)


(16,085,114
)
   NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

7,159,510


$
104,460,469


3,573,322


$
48,492,437


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Class C Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
426,444 $ 5,805,811 954,270 $ 12,994,037
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Conservative Allocation Fund
1,406,868 20,273,452 - -- - --
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Growth Allocation Fund
1,924,519 27,731,714 - -- - --
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Moderate Allocation Fund
2,689,616 38,758,241 - -- - --
Shares issued to shareholders in payment of distributions declared
243,199 3,314,815 29,439 393,602
Shares redeemed

(613,247
)


(8,306,344
)

(121,568
)


(1,664,768
)
   NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

6,077,399


$
87,577,689


862,141


$
11,722,871


   
Six Months Ended
1/31/2008

   
Period Ended
7/31/2007 1

Class K Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
1,401 $ 19,063 1,340 $ 18,665
Shares issued to shareholders in payment of distributions declared
81 1,119 - -- - --
Shares redeemed

- --



- --


(7
)


(99
)
   NET CHANGE RESULTING FROM CLASS K SHARE TRANSACTIONS

1,482


$
20,182


1,333


$
18,566

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS

13,237,844


$
192,002,212


4,782,105


$
64,988,537

1 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. For the year ended July 31, 2007, the redemption fees for Institutional Shares, Class A Shares and Class C Shares amounted to $4,965, $1,978 and $533, respectively.

4. FEDERAL TAX INFORMATION

At January 31, 2008, the cost of investments for federal tax purposes was $312,590,167. The net unrealized appreciation of investments for federal tax purposes excluding any unrealized appreciation resulting from futures contracts was $3,031,351. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $10,610,487 and net unrealized depreciation from investments for those securities having an excess of cost over value of $7,579,136.

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 and subject to the terms described in the Expense Limitation note, the Adviser may voluntarily choose to waive any portion of its fee and/or reimburse certain operating expenses of the Fund. The Adviser can modify or terminate this voluntary waiver and/or reimbursement at any time at its sole discretion. For the six months ended January 31, 2008, the Adviser voluntarily waived $6,130 of its fee and voluntarily reimbursed $741 of other operating expenses. In addition, an affiliate of the Adviser reimbursed $7,154 of transfer and dividend disbursing agent fees and 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. Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose to waive any portion of its fee. FAS can modify or terminate this voluntary waiver at any time at its sole discretion. For the six months ended January 31, 2008, the net fee paid to FAS was 0.090% of average daily net assets of the Fund. FAS waived $26,429 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 at the following percentages of average daily net assets annually, to compensate FSC:

Share Class Name
   
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%

Subject to terms described in the Expense Limitation note, FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the six months ended January 31, 2008, FSC retained $161,019 of fees paid by the Fund. On November 15, 2007, the Fund's Trustees approved an amendment to the Plan to reduce the distribution services fee for the Fund's Class A Shares from 0.25% to 0.05%. The amendment to the Plan will become effective for the Fund on March 31, 2008. For the six months ended January 31, 2008, the Fund's Class A Shares did not incur a distribution services fee.

Sales Charges

For the six months ended January 31, 2008, FSC retained $28,082 in sales charges from the sale of Class A Shares. FSC also retained $309 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. Subject to terms described in the Expense Limitation note, FSSC may voluntarily reimburse the Fund for shareholder services fees. This voluntary reimbursement can be modified or terminated at any time. For the six months ended January 31, 2008, FSSC received $270 of 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 (as shown in the financial highlights, but excluding expenses allocated from affiliated partnerships) 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 six months ended January 31, 2008, the Adviser reimbursed $5,958. Transactions with affiliated companies during the six months ended January 31, 2008 are as follows:

Affiliates
   
Balance of
Shares Held
7/31/2007

   
Purchases/
Additions

   
Sales/
Reductions

   
Balance of
Shares Held
1/31/2008

   

Value
   
Dividend
Income/
Allocated
Investment
Income

Emerging Markets Fixed-Income Core Fund

29,223

63,968

8,389

84,802

$
1,884,574

$41,572
Federated Mortgage Core Portfolio

1,720,828

3,375,365

780,548

4,315,645

$
43,501,697

$889,681
High Yield Bond Portfolio

264,523

667,712

301,264

630,971

$
4,082,383

$116,737
Prime Value Obligations Fund, Institutional Shares

8,187,131

79,773,965

64,728,644

23,232,452

$
23,232,452

$337,481
   TOTAL OF AFFILIATED TRANSACTIONS

10,201,705

83,881,010

65,818,845

28,263,870

$
72,701,106

$1,385,471

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the six months ended January 31, 2008, were as follows:

Purchases
   
$
158,163,703
Sales

$
166,768,386

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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 September 2006, the Financial Accounting Standards Board 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 has concluded that the adoption of FAS 157 is not expected to have a material impact on the Fund's net assets or results of operations.

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.

IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY

In an effort to reduce costs and avoid duplicate mailings, the Fund(s) intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund(s) resides (so-called "householding"), as permitted by applicable rules. The Fund's "householding" program covers its/their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Fund is also permitted to treat a shareholder as having given consent ("implied consent") if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to "household" at least sixty (60) days before it begins "householding" and (iii) none of the shareholders in the household have notified the Fund(s) or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R841
Cusip 31421R833
Cusip 31421R692

36354 (3/08)

Federated is a registered mark of Federated Investors, Inc. 2008 (c)Federated Investors, Inc.

Federated
World-Class Investment Manager

Federated MDT Balanced Fund

A Portfolio of Federated MDT Series



SEMI-ANNUAL SHAREHOLDER REPORT

January 31, 2008

Institutional Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
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
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)

    Six Months
Ended
(unaudited)

   
1/31/2008

Net Asset Value, Beginning of Period
$13.79
Income From Investment Operations:
Net investment income
0.17 4
Net realized and unrealized gain (loss) on investments, futures contracts and foreign currency transactions

(0.16
)
   TOTAL FROM INVESTMENT OPERATIONS

0.01

Less Distributions:
Distributions from net investment income
(0.19 )
Distributions from net realized gain on investments, futures contracts and foreign currency transactions

(0.35
)
   TOTAL DISTRIBUTIONS

(0.54
)
Net Asset Value, End of Period

$13.26

Total Return 6

(0.13
)%
Ratios to Average Net Assets:



Net expenses

1.09
% 7
Net investment income

2.35
% 7
Expense waiver/reimbursement 8

0.04
% 7
Supplemental Data:



Net assets, end of period (000 omitted)

$78,474

Portfolio turnover

74
%

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 Fund's operations.

2 The years ended July 31, 2007 and 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



Year Ended July 31,

    Period
Ended
2007
1,2
   
2006
2
   
2005
2
   
2004
2
   
7/31/2003
2,3
$13.23 $13.60 $12.82 $11.36 $10.00
0.24 4 0.24 4 0.20 0.13 0.13

1.14


0.50


1.87


1.61


1.28

1.38


0.74


2.07


1.74


1.41

(0.17 ) (0.18 ) (0.15 ) (0.15 ) (0.05 )

(0.65
)

(0.93
)

(1.14
)

(0.13
)

(0.00
) 5
(0.82
)

(1.11
)

(1.29
)

(0.28
)

(0.05
)
$13.79


$13.23


$13.60


$12.82


$11.36

10.61
%

5.62
%

16.81
%

15.37
%

14.18
%














1.14
%

1.25
%

1.19
%

1.17
%

1.47
% 7
1.74
%

1.82
%

1.54
%

1.03
%

1.50
% 7
0.16
%

0.14
%

- --


- --


- --















$81,634


$73,747


$69,320


$53,815


$41,474

174
%

139
%

127
%

78
%

124
%

Shareholder Expense Example

As a shareholder of the Fund, you incur ongoing costs, including management fees and 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 August 1, 2007 to January 31, 2008.

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
8/1/2007

   
Ending
Account Value
1/31/2008

   
Expenses Paid
During Period 1

Actual

$1,000

$ 998.70

$5.48
Hypothetical (assuming a 5% return before expenses)

$1,000

$1,019.66

$5.53

1 Expenses are equal to the Fund's annualized net expense ratio of 1.09%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Portfolio of Investments Summary Tables

At January 31, 2008, the Fund's portfolio composition 1 was as follows:

Security Type
   
Percentage of
Total Net Assets

Domestic Equity

55.0
%
Mortgage-Backed Securities

10.7
%
Foreign Stock ETF

8.7
%
U.S. Treasury and Agency Securities 2

7.2
%
Corporate Debt Securities

6.1
%
Collateralized Mortgage Obligations

3.1
%
Foreign Debt Securities

1.3
%
Adjustable Rate Mortgage Securities

0.9
%
Asset-Backed Securities

0.9
%
International Equity

0.1
%
Derivative Contracts 3,4

0.0
%
Cash Equivalents 5

8.2
%
Other Assets and Liabilities--Net 6

(2.2
)%
   TOTAL

100.0
%

1 See the Fund's 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 $5,311,490 held in U.S. Treasuries pledged as collateral to ensure the Fund is able to satisfy the obligations of its outstanding futures contracts.

3 Based upon net unrealized appreciation (depreciation) on the derivative contracts. Derivative contracts may consist of futures, forwards, options and swaps. The impact of a derivative contract on the Fund's performance may be larger than its unrealized appreciation (depreciation) may indicate. In many cases, the notional value or notional principal amount of a derivative contract may provide a better indication of the contract's significance to the portfolio. More complete information regarding the Fund's direct investments in derivative contracts, including unrealized appreciation (depreciation) and notional values or amounts of such contracts, can be found in the table at the end of the Portfolio of Investments included in this report.

4 Represents less than 0.1%.

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

6 Assets, other than investments in securities and derivative contracts, less liabilities.

At January 31, 2008, the Fund's industry composition 7 for its equity securities was as follows:

Industry
   
Percentage of
Equity Securities

Money Bank Center

7.6
%
Regional Bank

5.8
%
Multi-Line Insurance

5.3
%
Crude Oil & Gas Production

5.0
%
Integrated International Oil

4.8
%
Life Insurance

4.6
%
Property Liability Insurance

4.6
%
Integrated Domestic Oil

4.5
%
Computers--Low End

4.4
%
Internet Services

4.4
%
Agricultural Chemicals

4.2
%
Real Estate Investment Trusts

3.9
%
Railroad

3.8
%
Home Building

2.9
%
Savings & Loan

2.7
%
Oil Well Supply

1.9
%
Semiconductor Manufacturing

1.8
%
Metal Fabrication

1.8
%
Telecommunication Equipment & Services

1.7
%
Other 8

24.3
%
   TOTAL

100.0
%

7 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.

8 For purposes of this table, industry classifications which constitute less than 1.0% of the Fund's equity securities have been aggregated under the designation "Other."

Portfolio of Investments

January 31, 2008 (unaudited)

Shares
   

   

Value
COMMON STOCKS--55.1%
Agricultural Chemicals--2.3%
65,500 Monsanto Co.

$
7,364,820
Agricultural Machinery--0.1%
2,800 1 AGCO Corp.


168,616
Airline - Regional--0.1%
5,600 1 Republic Airways Holdings, Inc.
111,776
10,800 SkyWest, Inc.


281,016
   TOTAL


392,792
Apparel--0.2%
2,500 Columbia Sportswear Co.
109,125
8,400 Guess ?, Inc.
313,404
5,200 1 Warnaco Group, Inc.


186,628
   TOTAL


609,157
Auto Original Equipment Manufacturer--0.0%
1,900 Superior Industries International, Inc.


34,618
Auto Rentals--0.0%
800 1 AMERCO


55,584
Biotechnology--0.2%
7,600 1 Amgen, Inc.
354,084
3,100 1 Martek Biosciences Corp.
88,350
9,300 1 ViroPharma, Inc.


82,398
   TOTAL


524,832
Book Publishing--0.0%
2,600 1 Scholastic Corp.


89,102
Building Supply Stores--0.1%
14,100 Lowe's Cos., Inc.


372,804
Clothing Stores--0.3%
8,200 1 Aeropostale, Inc.
230,994
6,200 1 Fossil, Inc.
210,676
7,400 1 Hanesbrands Inc.
189,514
6,100 1 Jos A. Bank Clothiers, Inc.


166,164
   TOTAL


797,348
Shares
   

   

Value
COMMON STOCKS--continued
Commodity Chemicals--0.1%
7,100 Dow Chemical Co.

$
274,486
Computer Networking--0.0%
3,300 1 Foundry Networks, Inc.


45,540
Computer Peripherals--0.1%
1,400 1 Hutchinson Technology, Inc.
22,078
8,100 1 Lexmark International Group, Class A


293,301
   TOTAL


315,379
Computer Stores--0.1%
15,600 1 Ingram Micro, Inc., Class A
277,368
4,800 1 Tech Data Corp.


165,024
   TOTAL


442,392
Computers - Low End--2.4%
57,000 1 Apple, Inc.


7,715,520
Construction Machinery--0.0%
1,500 Caterpillar, Inc.


106,710
Contracting--0.0%
1,800 1 Jacobs Engineering Group, Inc.


137,592
Copper--0.1%
2,700 1 Southern Copper Corp.


253,368
Crude Oil & Gas Production--2.8%
8,000 Anadarko Petroleum Corp.
468,720
73,200 Apache Corp.
6,986,208
10,600 Cimarex Energy Co.
432,586
4,600 1 Newfield Exploration Co.
229,448
4,300 Pioneer Natural Resources, Inc.
180,170
6,800 1 Stone Energy Corp.
278,800
5,000 1 Swift Energy Co.


215,750
   TOTAL


8,791,682
Defense Aerospace--0.0%
1,800 Goodrich (B.F.) Co.


112,590
Defense Electronics--0.1%
6,600 1 FLIR Systems, Inc.


199,848
Shares
   

   

Value
COMMON STOCKS--continued
Department Stores--0.6%
12,400 Dillards, Inc., Class A
$ 245,892
21,600 1 Kohl's Corp.
985,824
6,145 1 Sears Holdings Corp.


678,961
   TOTAL


1,910,677
Discount Department Stores--0.1%
5,000 1 BJ's Wholesale Club, Inc.
162,200
14,100 Family Dollar Stores, Inc.


296,523
   TOTAL


458,723
Diversified Leisure--0.1%
5,800 1 Bally Technologies, Inc.
276,312
6,800 1 Gaylord Entertainment Co.


198,492
   TOTAL


474,804
Diversified Oil--0.8%
7,500 Murphy Oil Corp.
551,550
29,500 Occidental Petroleum Corp.


2,002,165
   TOTAL


2,553,715
Drug Stores--0.1%
4,700 Longs Drug Stores Corp.


216,247
Electric & Electronic Original Equipment Manufacturer--0.0%
2,400 1 Energy Conversion Devices, Inc.


55,392
Electric Utility--0.7%
1,700 1 Allegheny Energy, Inc.
93,143
9,800 Northeast Utilities Co.
271,656
1,000 PPL Corp.
48,920
7,600 SCANA Corp.
283,404
21,000 Sempra Energy
1,173,900
4,600 Wisconsin Energy Corp.


209,438
   TOTAL


2,080,461
Electrical Equipment--0.1%
2,400 1 Thomas & Betts Corp.
108,600
22,500 Xerox Corp.


346,500
   TOTAL


455,100
Shares
   

   

Value
COMMON STOCKS--continued
Electronic Instruments--0.0%
1,100 Analogic Corp.

$
64,966
Electronics Stores--0.0%
2,700 Circuit City Stores, Inc.


14,688
Ethical Drugs--0.4%
11,700 1 Forest Laboratories, Inc., Class A
465,309
4,300 Pfizer, Inc.
100,577
21,000 Wyeth


835,800
   TOTAL


1,401,686
Financial Services--0.6%
32,500 Ameriprise Financial, Inc.


1,797,575
Furniture--0.0%
1,100 Ethan Allen Interiors, Inc.


34,045
Gas Distributor--0.2%
4,900 NICOR, Inc.
200,900
600 New Jersey Resources Corp.
28,134
5,900 1 Southern Union Co.
160,362
3,400 WGL Holdings, Inc.


109,616
   TOTAL


499,012
Generic Drugs--0.3%
3,000 1 Alpharma, Inc., Class A
61,560
18,700 Perrigo Co.
576,708
10,600 1 Warner Chilcott Ltd - Class A


179,670
   TOTAL


817,938
Home Building--1.6%
23,300 Centex Corp.
647,274
59,300 D.R. Horton, Inc.
1,022,925
9,200 1 Hovnanian Enterprises, Inc., Class A
90,988
23,200 KB HOME
638,000
22,500 Lennar Corp., Class A
463,500
8,600 M.D.C. Holdings, Inc.
397,922
400 1 NVR, Inc.
252,600
43,400 Pulte Homes, Inc.
709,156
8,600 Ryland Group, Inc.
289,906
21,600 1 Toll Brothers, Inc.


502,848
   TOTAL


5,015,119
Shares
   

   

Value
COMMON STOCKS--continued
Industrial Machinery--0.1%
4,700 1 H&E Equipment Services, Inc.
$ 78,067
4,000 1 Terex Corp.


235,040
   TOTAL


313,107
Insurance Brokerage--0.1%
100 1 Markel Corp.
46,300
9,400 Odyssey Re Holdings Corp.


357,012
   TOTAL


403,312
Integrated Domestic Oil--2.5%
91,800 ConocoPhillips
7,373,376
11,100 Marathon Oil Corp.


520,035
   TOTAL


7,893,411
Integrated International Oil--2.6%
98,700 Chevron Corp.


8,340,150
Internet Services--2.4%
63,000 1 Amazon.com, Inc.
4,895,100
700 1 Comscore, Inc.
18,739
103,900 1 eBay, Inc.


2,793,871
   TOTAL


7,707,710
Leasing--0.1%
4,800 GATX Corp.


180,480
Life Insurance--2.5%
74,900 MetLife, Inc.
4,416,853
7,000 Nationwide Financial Services, Inc., Class A
309,190
7,000 Protective Life Corp.
278,180
25,700 Prudential Financial
2,168,309
7,300 StanCorp Financial Group, Inc.
359,233
8,800 Torchmark Corp.


537,328
   TOTAL


8,069,093
Lumber Products--0.1%
12,900 Louisiana-Pacific Corp.


196,983
Machine Tools--0.0%
600 Lincoln Electric Holdings


36,990
Major Steel Producer--0.8%
25,800 United States Steel Corp.


2,634,438
Shares
   

   

Value
COMMON STOCKS--continued
Maritime--0.4%
12,200 1 Kirby Corp.
$ 560,956
11,900 Overseas Shipholding Group, Inc.


776,118
   TOTAL


1,337,074
Medical Supplies--0.1%
600 Bard (C.R.), Inc.
57,942
7,000 Mentor Corp.


242,340
   TOTAL


300,282
Medical Technology--0.4%
5,300 1 Intuitive Surgical, Inc.
1,346,200
700 Stryker Corp.


46,879
   TOTAL


1,393,079
Metal Containers--0.0%
1,600 Greif, Inc., Class A


105,280
Metal Fabrication--1.0%
27,400 Precision Castparts Corp.


3,118,120
Miscellaneous Communications--0.1%
4,200 1 Bankrate, Inc.


227,766
Miscellaneous Food Products--0.1%
4,600 Corn Products International, Inc.
155,480
1,000 1 Fresh Del Monte Produce, Inc.


32,040
   TOTAL


187,520
Miscellaneous Components--0.4%
27,400 Amphenol Corp., Class A
1,094,356
1,600 1 Fairchild Semiconductor International, Inc., Class A


19,600
   TOTAL


1,113,956
Money Center Bank--4.2%
168,600 Bank of America Corp.
7,477,410
120,000 J.P. Morgan Chase & Co.


5,706,000
   TOTAL


13,183,410
Mortgage & Title--0.2%
3,500 LandAmerica Financial Group, Inc.
182,560
12,600 MGIC Investment Corp.
233,100
10,400 PMI Group, Inc.
98,800
8,300 Radian Group, Inc.
75,862
1,700 Stewart Information Services Corp.


58,191
   TOTAL


648,513
Shares
   

   

Value
COMMON STOCKS--continued
Multi-Industry Transportation--0.0%
500 FedEx Corp.

$
46,740
Multi-Industry Capital Goods--0.3%
5,200 Carlisle Cos., Inc.
173,160
3,400 1 Ceradyne, Inc.
163,710
4,700 1 KBR, Inc.
148,473
8,000 1 Shaw Group, Inc.


452,000
   TOTAL


937,343
Multi-Line Insurance--2.9%
96,150 Allstate Corp.
4,737,310
21,100 Assurant, Inc.
1,369,179
2,400 FBL Financial Group, Inc., Class A
79,080
4,700 Hanover Insurance Group, Inc.
214,085
26,900 Hartford Financial Services Group, Inc.
2,172,713
2,400 Infinity Property & Casualty
95,688
2,300 1 Navigators Group, Inc.
132,779
13,500 UNUMProvident Corp.
305,370
1,400 Zenith National Insurance Corp.


55,748
   TOTAL


9,161,952
Office Supplies--0.1%
3,000 1 United Stationers, Inc.


165,780
Offshore Driller--0.2%
2,000 1 Bristow Group, Inc.
100,700
10,000 1 Hornbeck Offshore Services, Inc.
386,800
2,400 1 Oceaneering International, Inc.


138,192
   TOTAL


625,692
Oil Service, Explore & Drill--0.8%
2,200 1 Continental Resources Inc
54,802
32,500 Helmerich & Payne, Inc.
1,274,650
12,100 1 Mariner Energy, Inc.
303,226
5,800 1 McDermott International, Inc.
273,644
6,800 1 SEACOR Holdings, Inc.


599,760
   TOTAL


2,506,082
Shares
   

   

Value
COMMON STOCKS--continued
Oil Well Supply--1.1%
48,400 1 Cameron International Corp.
$ 1,948,584
27,800 1 FMC Technologies, Inc.
1,338,848
1,300 1 National-Oilwell, Inc.


78,299
   TOTAL


3,365,731
Other Communications Equipment--0.1%
2,800 Harris Corp.
153,132
14,800 1 Tellabs, Inc.


100,936
   TOTAL


254,068
Paper Products--0.2%
16,500 International Paper Co.


532,125
Personnel Agency--0.0%
3,100 1 Volt Information Science, Inc.


57,877
Property Liability Insurance--2.5%
9,950 American Financial Group, Inc. Ohio
275,913
800 Berkley, W. R. Corp.
24,208
53,600 Chubb Corp.
2,775,944
1,200 Loews Corp.
56,028
2,300 Mercury General Corp.
110,607
3,100 1 Philadelphia Consolidated Holding Corp.
110,980
1,600 1 ProAssurance Corp.
92,320
5,300 Reinsurance Group of America
307,241
5,500 Safeco Corp.
293,535
77,400 The Travelers Cos, Inc.
3,722,940
1,600 Transatlantic Holdings, Inc.


109,120
   TOTAL


7,878,836
Railroad--2.1%
14,800 CSX Corp.
717,504
29,200 Norfolk Southern Corp.
1,588,188
35,000 Union Pacific Corp.


4,376,050
   TOTAL


6,681,742
Shares
   

   

Value
COMMON STOCKS--continued
Real Estate Investment Trusts--2.2%
9,500 AMB Property Corp.
$ 480,700
1,400 Alexandria Real Estate Equities, Inc.
137,522
69,000 Annaly Mortgage Management, Inc.
1,360,680
4,050 Boston Properties, Inc.
372,276
7,100 Federal Realty Investment Trust
523,980
10,200 HCP, Inc.
310,182
39,500 Host Hotels & Resorts, Inc.
661,230
16,200 Plum Creek Timber Co., Inc.
676,350
9,000 Prologis Trust
534,150
3,800 SL Green Realty Corp.
352,678
2,600 Simon Property Group, Inc.
232,388
27,300 Realty Income Corp.
665,574
6,050 Vornado Realty Trust


546,920
   TOTAL


6,854,630
Recreational Vehicles--0.0%
3,700 Harley Davidson, Inc.


150,146
Regional Bank--3.2%
7,700 Associated Banc Corp.
216,986
28,400 BB&T Corp.
1,030,352
4,800 City National Corp.
273,024
14,100 Comerica, Inc.
615,042
60,800 Fifth Third Bancorp
1,647,680
2,100 Frontier Financial Corp.
42,756
19,357 KeyCorp
506,186
13,400 M & T Bank Corp.
1,229,718
3,100 Oriental Financial Group
49,507
24,800 SunTrust Banks, Inc.
1,709,960
9,500 UnionBanCal Corp.
466,070
60,400 Wachovia Corp.


2,351,372
   TOTAL


10,138,653
Shares
   

   

Value
COMMON STOCKS--continued
Resorts--0.1%
6,200 1 Vail Resorts, Inc.

$
293,508
Restaurant--0.1%
2,400 Bob Evans Farms, Inc.
71,376
1,000 1 Chipotle Mexican Grill, Inc. - Cl A


121,740
   TOTAL


193,116
Savings & Loan--1.5%
5,700 Astoria Financial Corp.
154,926
6,600 Downey Financial Corp.
227,700
43,100 Federal Home Loan Mortgage Corp.
1,309,809
61,800 Federal National Mortgage Association
2,092,548
27,700 Hudson City Bancorp, Inc.
453,726
7,000 Newalliance Bancshares, Inc.
86,100
4,800 Washington Mutual, Inc.
95,616
8,000 Webster Financial Corp. Waterbury


270,960
   TOTAL


4,691,385
Securities Brokerage--0.3%
3,100 1 Interactive Brokers Group, Inc., Class A
107,911
4,600 1 Knight Capital Group, Inc. - A
77,050
16,100 OptionsXpress Holdings, Inc.
436,632
3,200 Raymond James Financial, Inc.
89,888
11,400 1 TD Ameritrade Holding Corp.


213,864
   TOTAL


925,345
Semiconductor Distribution--0.3%
26,700 1 Avnet, Inc.


950,787
Semiconductor Manufacturing--1.0%
7,700 Intersil Holding Corp.
177,331
26,300 1 MEMC Electronic Materials
1,879,398
2,900 Microchip Technology, Inc.
92,539
41,400 1 Micron Technology, Inc.
291,042
16,600 1 Omnivision Technologies, Inc.
235,056
5,200 1 Plexus Corp.
117,468
9,600 1 Silicon Laboratories, Inc.
299,904
11,400 1 Spansion Inc. - Class A


43,548
   TOTAL


3,136,286
Shares
   

   

Value
COMMON STOCKS--continued
Services to Medical Professionals--0.4%
11,900 1 Express Scripts, Inc., Class A
$ 803,131
5,500 1 Humana, Inc.


441,650
   TOTAL


1,244,781
Shoes--0.1%
1,300 1 Deckers Outdoor Corp.


157,612
Software Packaged/Custom--0.8%
21,500 1 Activision, Inc.
556,205
4,000 1 Advent Software, Inc.
180,640
3,400 1 CSG Systems International, Inc.
43,384
33,800 1 Computer Sciences Corp.
1,430,416
20,000 Electronic Data Systems Corp.


402,000
   TOTAL


2,612,645
Specialty Chemicals--0.2%
1,500 Ashland, Inc.
68,295
3,800 Minerals Technologies, Inc.
206,720
7,900 1 OM Group, Inc.


453,302
   TOTAL


728,317
Specialty Retailing--0.1%
3,400 Barnes & Noble, Inc.
115,430
7,700 1 Big Lots, Inc.
133,672
1,400 Pep Boys-Manny Moe & Jack
15,302
1,800 1 Tractor Supply Co.
69,372
7,400 1 Zale Corp.


121,360
   TOTAL


455,136
Stainless Steel Producer--0.0%
1,400 Carpenter Technology Corp.


86,296
Telecommunication Equipment & Services--1.0%
2,800 1 ADC Telecommunications, Inc.
41,412
84,500 Corning, Inc.
2,033,915
83,900 Motorola, Inc.


967,367
   TOTAL


3,042,694
Shares or
Principal
Amount

   

   

Value
COMMON STOCKS--continued
Toys & Games--0.0%
3,900 1 JAKKS Pacific, Inc.

$
91,884
Trucking--0.1%
8,300 Ryder Systems, Inc.


432,098
Undesignated Consumer Cyclicals--0.7%
21,900 DeVRY, Inc.
1,208,661
2,000 1 ITT Educational Services, Inc.
182,700
1,000 1 Parexel International Corp.
54,410
15,000 Pharmaceutical Product Development, Inc.


650,400
   TOTAL


2,096,171
   TOTAL COMMON STOCKS (IDENTIFIED COST $175,189,039)


174,541,060
ASSET-BACKED SECURITIES--0.9%
$ 400,000 Banc of America Commercial Mortgage, Inc. 2007-1 A2, 5.381%, 1/15/2049
398,077
47,068 CS First Boston Mortgage Securities Corp. 2002-HE4 AF, 5.51%, 8/25/2032
44,834
1,200,000 Citigroup/Deutsche Bank Commercial Mortgage 2007-CD5, Series 2007-CD5, 5.886%, 11/15/2044
1,220,899
526,746 Community Program Loan Trust 1987-A A4, 4.50%, 10/01/2018
528,927
250,000 Merrill Lynch/Countrywide Commercial Mortgage 2007-6, Series 2007-6, 5.331%, 03/12/2051
248,186
250,000 Merrill Lynch/Countrywide Commercial Mortgage 2007-6, Series 2007-6, 5.485%, 03/12/2051
248,000
140,000 Morgan Stanley Capital I 2006-IQ12 A4, 5.332%, 12/15/2043


137,763
   TOTAL ASSET-BACKED SECURITIES (IDENTIFIED COST $2,825,642)


2,826,686
COLLATERALIZED MORTGAGE OBLIGATIONS--0.3%
4,668 Bear Stearns Mortgage Securities, Inc. 1997-6 1A, 6.67%, 3/25/2031
4,665
410,000 Citigroup/Deutsche Bank Commercial Mortgage 2007-CD4 A3, 5.293%, 12/11/2049
417,916
14,999 Federal Home Loan Mortgage Corp. REMIC 1311 K, 7.000%, 7/15/2022
14,972
27,173 Federal Home Loan Mortgage Corp. REMIC 1384 D, 7.000%, 9/15/2022
27,133
29,614 Federal Home Loan Mortgage Corp. REMIC 1595 D, 7.000%, 10/15/2013
30,369
75,000 Federal Home Loan Mortgage Corp. REMIC 2497 JH, 6.000%, 9/15/2032
77,586
67,408 Federal National Mortgage Association REMIC 1993-113 SB, 9.75%, 7/25/2023
74,683
Principal
Amount

   

   

Value
COLLATERALIZED MORTGAGE OBLIGATIONS--continued
$ 9,815 Federal National Mortgage Association REMIC 2001-37 GA, 8.000%, 7/25/2016
$ 10,723
17,609 Federal National Mortgage Association REMIC 2003-35 UC, 3.750%, 5/25/2033
17,100
12,779 Government National Mortgage Association REMIC 1999-29 PB, 7.25%, 7/16/2028
13,036
50,953 Government National Mortgage Association REMIC 2002-17 B, 6.00%, 3/20/2032
52,683
350,000 JP Morgan Chase Commercial Mortgage Securities 2007-CB19 A2, 5.478%, 2/12/2049


352,581
   TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(IDENTIFIED COST $1,085,125)



1,093,447
CORPORATE BONDS--5.6%
Basic Industry - Chemicals--0.1%
100,000 Albemarle Corp., Sr. Note, 5.10%, 02/01/2015
98,329
85,000 Du Pont (E.I.) de Nemours & Co., 5.000%, 01/15/2013
88,369
75,000 Rohm & Haas Co., 6.000%, 09/15/2017


77,694
   TOTAL


264,392
Basic Industry - Metals & Mining--0.1%
50,000 Alcan, Inc., 5.000%, 06/01/2015
49,330
85,000 Alcoa, Inc., Note, 5.55%, 02/01/2017
82,433
150,000 BHP Finance (USA), Inc., Company Guarantee, 5.25%, 12/15/2015
148,915
50,000 Newmont Mining Corp., Company Guarantee, 5.875%, 04/01/2035


43,137
   TOTAL


323,815
Capital Goods - Aerospace & Defense--0.1%
50,000 2,3 BAE Systems Holdings, Inc., 5.200%, 08/15/2015
50,332
125,000 Boeing Co., Note, 5.125%, 02/15/2013
130,597
100,000 Raytheon Co., Unsecd. Note, 5.375%, 04/01/2013


105,249
   TOTAL


286,178
Capital Goods - Diversified Manufacturing--0.1%
100,000 Emerson Electric Co., Unsecd. Note, 5.75%, 11/01/2011
106,326
50,000 Honeywell International, Inc., Note, 7.500%, 03/01/2010
54,075
40,000 2,3 Textron Financial Corp., Jr. Sub. Note, 6.00%, 02/15/2067


37,239
   TOTAL


197,640
Principal
Amount

   

   

Value
CORPORATE BONDS--continued
Capital Goods - Environmental--0.0%
$ 100,000 Waste Management, Inc., 7.375%, 08/01/2010

$
106,659
Capital Goods - Packaging--0.0%
20,000 Pactiv Corp., 6.40%, 1/15/2018


20,785
Communications - Media & Cable--0.1%
100,000 Comcast Corp., Sr. Note, 7.125%, 06/15/2013
109,382
200,000 Comcast Corp., Company Guarantee, 6.500%, 01/15/2017
209,319
75,000 Cox Communications, Inc., Unsecd. Note, 5.45%, 12/15/2014
75,109
25,000 Time Warner Cable, Inc., Sr. Unsecd. Note, 5.85%, 05/01/2017


25,093
   TOTAL


418,903
Communications - Media Noncable--0.1%
75,000 News America Holdings, Inc., Company Guarantee, 8.00%, 10/17/2016
85,455
75,000 News America Holdings, Inc., Sr. Deb., 9.25%, 02/01/2013


88,941
   TOTAL


174,396
Communications - Telecom Wireless--0.2%
150,000 AT&T Wireless Services, Inc., Sr. Note, 8.75%, 03/01/2031
188,516
100,000 America Movil S.A.B. de C.V., Note, 5.750%, 01/15/2015
100,895
100,000 Cingular Wireless LLC, Sr. Note, 6.50%, 12/15/2011
107,323
60,000 Vodafone Group PLC, 5.35%, 02/27/2012
61,627
100,000 Vodafone Group PLC, Note, 5.625%, 02/27/2017


100,944
   TOTAL


559,305
Communications - Telecom Wirelines--0.2%
50,000 Embarq Corp., 6.738%, 06/01/2013
51,432
100,000 Telecom Italia Capital, Note, 4.875%, 10/01/2010
101,256
40,000 Telefonica SA, Company Guarantee, 7.045%, 06/20/2036
44,370
150,000 Telefonica SA, Sr. Note, 5.855%, 02/04/2013
157,441
100,000 Telefonos de Mexico, Note, 4.50%, 11/19/2008
100,037
125,000 Verizon Global Funding, Note, 7.250%, 12/01/2010


136,098
   TOTAL


590,634
Consumer Cyclical - Automotive--0.1%
150,000 DaimlerChrysler North America Holding Corp., Sr. Note, 4.875%, 06/15/2010
152,283
75,000 DaimlerChrysler North America Holding Corp., Sr. Note, 6.50%, 11/15/2013
81,547
100,000 2,3 Nissan Motor Acceptance Corp., Sr. Unsecd. Note, 5.625%, 03/14/2011


103,560
   TOTAL


337,390
Principal
Amount

   

   

Value
CORPORATE BONDS--continued
Consumer Cyclical - Entertainment--0.1%
$ 175,000 Disney Co., Note, 5.70%, 07/15/2011
$ 184,877
100,000 Time Warner, Inc., 5.50%, 11/15/2011


102,057
   TOTAL


286,934
Consumer Cyclical - Lodging--0.0%
100,000 Wyndham Worldwide Corp., Sr. Unsecd. Note, 6.00%, 12/01/2016


95,313
Consumer Cyclical - Retailers--0.1%
140,000 CVS Caremark Corp., Sr. Unsecd. Note, 5.75%, 06/01/2017
145,074
80,000 Costco Wholesale Corp., 5.30%, 03/15/2012
83,967
35,000 JC Penney Corp., Inc., Sr. Unsecd. Note, 5.875%, 02/15/2018
32,977
25,000 Kohl's Corp., Unsecd. Note, 7.375%, 10/15/2011
27,408
100,000 Target Corp., 5.875%, 03/01/2012
106,247
50,000 Target Corp., Note, 5.875%, 07/15/2016


50,605
   TOTAL


446,278
Consumer Non-Cyclical Food/Beverage--0.2%
125,000 Anheuser-Busch Cos., Inc., Sr. Note, 5.60%, 03/01/2017
131,882
100,000 Bottling Group LLC, Note, 5.50%, 04/01/2016
104,242
90,000 General Mills, Inc., Note, 5.70%, 02/15/2017
92,094
40,000 Kellogg Co., Sr. Unsub., 5.125%, 12/03/2012
41,665
75,000 Kraft Foods, Inc., Note, 5.25%, 10/01/2013
75,906
10,000 Kraft Foods, Inc., Note, 6.25%, 06/01/2012
10,555
75,000 PepsiCo, Inc., 4.650%, 02/15/2013
78,301
100,000 2,3 SABMiller PLC, Note, 6.200%, 07/01/2011


107,467
   TOTAL


642,112
Consumer Non-Cyclical Health Care--0.1%
40,000 Baxter International, Inc., 6.250%, 12/01/2037
41,272
100,000 Medtronic, Inc., Note, Series B, 4.375%, 09/15/2010
102,195
90,000 Quest Diagnostics, Inc., Sr. Unsecd. Note, 6.400%, 07/01/2017


93,920
   TOTAL


237,387
Consumer Non-Cyclical Pharmaceuticals--0.2%
75,000 Abbott Laboratories, 5.375%, 05/15/2009
77,024
60,000 Abbott Laboratories, 5.150%, 11/30/2012
63,496
100,000 Genentech, Inc., Note, 4.75%, 07/15/2015
100,231
60,000 Lilly (Eli) & Co., Bond, 5.20%, 03/15/2017
61,035
125,000 Lilly (Eli) & Co., Unsecd. Note, 6.57%, 01/01/2016
140,319
100,000 Pharmacia Corp., Sr. Deb., 6.500%, 12/01/2018


114,612
   TOTAL


556,717
Principal
Amount

   

   

Value
CORPORATE BONDS--continued
Energy - Independent--0.1%
$ 105,000 Anadarko Petroleum Corp., Sr. Unsecd. Note, 5.95%, 09/15/2016
$ 108,599
50,000 Canadian Natural Resources Ltd., 4.90%, 12/01/2014
48,219
150,000 Pemex Project Funding Master, Company Guarantee, 9.125%, 10/13/2010
166,597
60,000 XTO Energy, Inc., 6.75%, 08/01/2037
64,030
65,000 XTO Energy, Inc., Sr. Unsecd. Note, 6.25%, 08/01/2017


69,046
   TOTAL


456,491
Energy - Integrated--0.2%
225,000 Conoco Funding Co., Inc., 7.25%, 10/15/2031
265,324
200,000 Husky Oil Ltd., Deb., 7.55%, 11/15/2016


231,308
   TOTAL


496,632
Energy - Oil Field Services--0.0%
40,000 Enbridge, Inc., Sr. Note, 5.60%, 04/01/2017


40,165
Energy - Refining--0.1%
100,000 Valero Energy Corp., 6.875%, 04/15/2012
107,711
115,000 Valero Energy Corp., 7.50%, 04/15/2032
123,777
35,000 Valero Energy Corp., Note, 4.75%, 04/01/2014


34,194
   TOTAL


265,682
Financial Institution - Banking--1.0%
200,000 Bank of America Corp., Sr. Note, 5.375%, 06/15/2014
206,750
125,000 2,3 Barclays Bank PLC, 5.926%, 12/31/2049
116,660
120,000 Capital One Capital IV, 6.745%, 02/17/2037
82,149
200,000 Citigroup, Inc., Note, 5.125%, 02/14/2011
203,961
150,000 Credit Suisse First Boston USA, Inc., 5.125%, 01/15/2014
151,444
150,000 Credit Suisse First Boston USA, Inc., Sr. Note, 5.50%, 08/16/2011
156,790
100,000 HSBC Finance Capital Trust IX, Note, 5.911%, 11/30/2035
92,172
200,000 Household Finance Corp., 7.00%, 05/15/2012
214,974
150,000 J.P. Morgan Chase & Co., 5.75%, 01/02/2013
157,140
200,000 J.P. Morgan Chase & Co., Sub. Note, 5.125%, 09/15/2014
201,013
100,000 Marshall & Ilsley Bank, Milwaukee, Sr. Note, 4.40%, 03/15/2010
100,509
200,000 Northern Trust Corp., Sr. Note, 5.30%, 08/29/2011
208,002
200,000 PNC Funding Corp., Sub. Note, 5.625%, 02/01/2017
199,368
100,000 PNC Funding Corp., Sub. Note, 7.50%, 11/01/2009
105,842
100,000 Popular North America, Inc., 5.65%, 04/15/2009
99,838
Principal
Amount

   

   

Value
CORPORATE BONDS--continued
Financial Institution - Banking--continued
$ 250,000 US BANK NA, Sub. Note, 4.95%, 10/30/2014
$ 249,933
200,000 Wachovia Bank N.A., 4.800%, 11/01/2014
196,900
30,000 Wachovia Corp., 5.750%, 02/01/2018
29,890
200,000 Washington Mutual Bank, 5.125%, 01/15/2015
176,224
100,000 Wells Fargo Bank, N.A., Sub. Note, 6.45%, 02/01/2011
106,176
75,000 Zions Bancorp, Sub. Note, 5.50%, 11/16/2015


72,952
   TOTAL


3,128,687
Financial Institution - Brokerage--0.5%
100,000 Amvescap PLC, Note, 4.5%, 12/15/2009
101,411
250,000 Blackrock, Inc., 6.250%, 09/15/2017
263,021
20,000 Eaton Vance Corp., 6.500%, 10/02/2017
20,949
150,000 2,3 FMR Corp., Bond, 7.570%, 06/15/2029
175,673
25,000 Goldman Sachs Group, Inc., 6.125%, 02/15/2033
24,800
150,000 Goldman Sachs Group, Inc., Note, 5.250%, 10/15/2013
155,773
75,000 Janus Capital Group, Inc., Sr. Note, 6.25%, 06/15/2012
78,841
80,000 Janus Capital Group, Inc., Sr. Note, 6.70%, 06/15/2017
84,908
120,000 Lehman Brothers Holdings, Inc., 7.875%, 08/15/2010
129,405
135,000 Lehman Brothers Holdings, Inc., Sub. Deb., 6.50%, 07/19/2017
138,236
115,000 Lehman Brothers Holdings, Inc., Sub. Deb., 6.875%, 07/17/2037
113,009
150,000 Merrill Lynch & Co., Inc., Unsecd. Note, 5.45%, 07/15/2014
149,336
100,000 Morgan Stanley, Note, 4.00%, 01/15/2010
100,228
35,000 Morgan Stanley, Sr. Unsecd. Note, 5.950%, 12/28/2017


35,450
   TOTAL


1,571,040
Financial Institution - Finance Noncaptive--0.3%
100,000 American Express Co., Global Sr. Note, 4.75%, 06/17/2009
101,216
100,000 American Express Co., 4.875%, 07/15/2013
100,733
100,000 American General Finance Corp., 4.00%, 03/15/2011
97,052
150,000 Berkshire Hathaway, Inc., Company Guarantee, 4.85%, 01/15/2015
151,631
90,000 2,3 Capmark Financial Group, Inc., Note, 6.30%, 05/10/2017
63,231
200,000 General Electric Capital Corp., Note, 4.875%, 03/04/2015
202,782
200,000 2,3 ILFC E-Capital Trust I, 5.90%, 12/21/2065
190,792
100,000 International Lease Finance Corp., 4.875%, 09/01/2010
101,417
75,000 SLM Corp., Note, 4.00%, 01/15/2010


70,718
   TOTAL


1,079,572
Principal
Amount

   

   

Value
CORPORATE BONDS--continued
Financial Institution - Insurance - Health--0.0%
$ 75,000 Aetna US Healthcare, 5.75%, 06/15/2011

$
78,874
Financial Institution - Insurance - Life--0.1%
200,000 AXA-UAP, Sub. Note, 8.60%, 12/15/2030
226,988
120,000 Prudential Financial, Inc., 5.150%, 01/15/2013
121,722
85,000 Prudential Financial, Inc., 6.625%, 12/01/2037


86,755
   TOTAL


435,465
Financial Institution - Insurance - P&C--0.3%
91,000 ACE INA Holdings, Inc., Sr. Note, 5.70%, 02/15/2017
92,662
75,000 CNA Financial Corp., 6.500%, 08/15/2016
76,852
100,000 2,3 Liberty Mutual Group, Inc., Unsecd. Note, 5.750%, 03/15/2014
100,808
100,000 The St. Paul Travelers Cos., Inc., Sr. Unsecd. Note, 5.50%, 12/01/2015
102,588
500,000 2,3 ZFS Finance USA Trust I, Jr. Sub. Note, 6.15%, 12/15/2065


473,645
   TOTAL


846,555
Financial Institution - REITs--0.1%
20,000 Equity One, Inc., Bond, 6.00%, 09/15/2017
18,930
75,000 Liberty Property LP, 6.625%, 10/01/2017
75,704
100,000 Prologis, Sr. Note, 5.500%, 04/01/2012


100,551
   TOTAL


195,185
Foreign-Local-Government--0.0%
100,000 Ontario, Province of, Note, 4.50%, 02/03/2015


102,643
Technology--0.3%
75,000 Cisco Systems, Inc., Note, 5.25%, 02/22/2011
78,462
60,000 Cisco Systems, Inc., Sr. Unsecd. Note, 5.50%, 02/22/2016
62,360
200,000 Dell Computer Corp., Sr. Deb., 7.10%, 04/15/2028
218,819
75,000 Dun & Bradstreet Corp., Sr. Unsecd. Note, 5.500%, 03/15/2011
77,513
80,000 Fiserv, Inc., Sr. Note, 6.800%, 11/20/2017
84,722
65,000 Harris Corp., 5.95%, 12/01/2017
66,095
50,000 Hewlett-Packard Co., Note, 5.40%, 03/01/2017
51,583
125,000 Hewlett-Packard Co., Note, 6.50%, 07/01/2012
137,229
100,000 IBM Corp., Deb., 8.375%, 11/01/2019
126,939
150,000 Oracle Corp., Sr. Unsecd. Note, Series WI, 5.00%, 01/15/2011


153,875
   TOTAL


1,057,597
Transportation - Airlines--0.0%
75,000 Southwest Airlines Co., 6.50%, 03/01/2012
79,523
50,000 Southwest Airlines Co., Deb., 7.375%, 03/01/2027


54,624
   TOTAL


134,147
Principal
Amount

   

   

Value
CORPORATE BONDS--continued
Transportation - Railroads--0.1%
$ 75,000 Burlington Northern Santa Fe Corp., Sr. Note, 4.875%, 01/15/2015
$ 73,194
100,000 Canadian Pacific RR, 7.125%, 10/15/2031
108,513
100,000 Norfolk Southern Corp., Note, 6.75%, 02/15/2011
109,602
100,000 Union Pacific Corp., 4.875%, 01/15/2015


97,309
   TOTAL


388,618
Transportation - Services--0.1%
90,000 2,3 Enterprise Rent-A-Car USA Finance Co., 6.375%, 10/15/2017
86,752
100,000 FedEx Corp., Note, 5.50%, 08/15/2009


102,492
   TOTAL


189,244
Utility - Electric--0.5%
150,000 Alabama Power Co., 5.700%, 02/15/2033
144,805
100,000 Cleveland Electric Illuminating Co., Sr. Unsecd. Note, 5.95%, 12/15/2036
92,038
100,000 Consolidated Edison Co., Sr. Unsecd. Note, Series 2006C, 5.50%, 09/15/2016
102,800
150,000 Consolidated Natural Gas Co., 5.000%, 12/01/2014
148,341
75,000 Duke Capital Corp., Sr. Note, 6.250%, 02/15/2013
79,600
100,000 Exelon Generation Co. LLC, Note, 5.35%, 01/15/2014
99,021
100,000 FirstEnergy Corp., 6.45%, 11/15/2011
105,817
55,000 2,3 Great River Energy, 1st Mtg. Note, 5.829%, 07/01/2017
57,591
100,000 MidAmerican Energy Co., 4.650%, 10/01/2014
98,907
40,000 National Rural Utilities Cooperative Finance Corp., 5.450%, 02/01/2018
40,639
50,000 PPL Energy Supply LLC, Sr. Unsecd. Note, 6.000%, 12/15/2036
46,968
100,000 PSEG Power LLC, Company Guarantee, 7.75%, 04/15/2011
109,274
75,000 PSI Energy, Inc., Bond, 6.05%, 06/15/2016
77,514
50,000 Pacific Gas & Electric Co., 6.050%, 03/01/2034
49,879
100,000 Pacific Gas & Electric Co., Unsecd. Note, 4.20%, 03/01/2011
100,599
90,000 Virginia Electric & Power Co., Sr. Unsecd. Note, 5.100%, 11/30/2012


93,244
   TOTAL


1,447,037
Utility - Natural Gas Distributor--0.1%
200,000 Atmos Energy Corp., 4.00%, 10/15/2009


200,240
Utility - Natural Gas Pipelines--0.0%
100,000 Kinder Morgan Energy Partners LP, Sr. Unsecd. Note, 5.800%, 03/15/2035


87,545
   TOTAL CORPORATE BONDS (IDENTIFIED COST $17,679,405)


17,746,257
Principal
Amount
or Shares

   

   

Value
GOVERNMENTS/AGENCIES--0.0%
$ 75,000 United Mexican States, 6.625%, 03/03/2015 (IDENTIFIED COST $81,558)

$
82,324
GOVERNMENT AGENCIES--2.8%
500,000 Federal Home Loan Mortgage Corp., 4.125%, 7/12/2010
517,096
500,000 Federal Home Loan Mortgage Corp., 5.250%, 7/18/2011
537,869
1,000,000 Federal Home Loan Mortgage Corp., 5.500%, 7/18/2016
1,105,943
6,200,000 Federal National Mortgage Association, 4.750%, 11/19/2012


6,576,737
   TOTAL GOVERNMENT AGENCIES (IDENTIFIED COST $8,232,257)


8,737,645
MORTGAGE-BACKED SECURITIES--0.0%
20,024 Federal National Mortgage Association Pool 408761, 7.000%, 12/1/2012
21,092
11,297 Federal National Mortgage Association Pool 512255, 7.500%, 9/1/2014
12,185
24,315 Federal National Mortgage Association Pool 609554, 7.500%, 10/1/2016


26,372
   TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST $57,411)


59,649
U.S. TREASURY--3.3%
661,688 U.S. Treasury Inflation Protected Note, 2.375%, 4/15/2011
702,216
2,549,299 U.S. Treasury Inflation Protected Note, 2.500%, 7/15/2016
2,822,553
5,050,000 4 United States Treasury Note, 3.875%, 2/15/2013
5,311,490
1,450,000 United States Treasury Note, 4.500%, 2/15/2016


1,559,687
   TOTAL U.S. TREASURY (IDENTIFIED COST $9,702,064)


10,395,946
EXCHANGE TRADED FUNDS--8.7%
312,750 iShares MSCI EAFE Index Fund
22,608,698
35,440 iShares MSCI Emerging Market Fund


4,828,700
   TOTAL EXCHANGE TRADED FUNDS (IDENTIFIED COST $26,824,300)


27,437,398
Shares
   

   

Value
MUTUAL FUNDS--23.0% 5
84,802 Emerging Markets Fixed Income Core Fund
$ 1,884,574
4,315,645 Federated Mortgage Core Portfolio
43,501,697
630,971 High Yield Bond Portfolio
4,082,383
23,232,452 6 Prime Value Obligations Fund, Institutional Shares, 4.22%


23,232,452
   TOTAL MUTUAL FUNDS
(IDENTIFIED COST $70,912,257)



72,701,106
   TOTAL INVESTMENTS--99.7%
(IDENTIFIED COST $312,589,058) 7



315,621,518
   OTHER ASSETS AND LIABILITIES - NET--0.3% 8


1,034,312
   TOTAL NET ASSETS--100%

$
316,655,830

At January 31, 2008, the Fund had the following outstanding futures contracts:


Description
   
Number
of Contracts

   
Notional
Value

   
Expiration
Date

   
Unrealized
Appreciation/
(Depreciation)


1 United States Treasury Notes 5-Year
Long Futures

12

$1,356,000

March 2008

$38,769

1 United States Treasury Bond
Long Futures

14

$1,670,375

March 2008

$(16,675
)
1 United States Treasury Notes 10-Year
Short Futures

23

$2,684,531

March 2008

$2,433

1 United States Treasury Notes 2-Year
Short Futures

50

$10,660,938

March 2008

$30,291

   NET UNREALIZED APPRECIATION ON FUTURES CONTRACTS
$54,818

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 January 31, 2008, these restricted securities amounted to $1,563,750, which represented 0.5% 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 Fund's Board of Trustees. At January 31, 2008, these liquid restricted securities amounted to $1,563,750, which represented 0.5% 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 $312,590,167.

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

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2008.

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

January 31, 2008 (unaudited)

Assets:
      
Total investments in securities, at value including $72,701,106 of investments in affiliated issuers (Note 5) (identified cost $312,589,058)
$ 315,621,518
Cash
332,721
Income receivable
573,221
Receivable for investments sold
12,074,814
Receivable for shares sold






1,118,081

   TOTAL ASSETS






329,720,355

Liabilities:
Payable for investments purchased
$ 12,274,836
Payable for shares redeemed
467,594
Payable for Directors'/Trustees' fees
670
Payable for daily variation margin
17,187
Payable for distribution services fee (Note 5)
60,041
Payable for shareholder services fee (Note 5)
133,362
Accrued expenses


110,835





   TOTAL LIABILITIES






13,064,525

Net assets for 24,040,041 shares outstanding





$
316,655,830

Net Assets Consist of:
Paid-in capital
$ 321,861,990
Net unrealized appreciation of investments, futures contracts and translation of assets and liabilities in foreign currency


3,087,278
Accumulated net realized loss on investments, futures contracts and foreign currency transactions
(8,365,091 )
Undistributed net investment income






71,653

   TOTAL NET ASSETS





$
316,655,830

Statement of Assets and Liabilities-continued

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
Net asset value per share ($78,474,056 ÷ 5,918,545 shares outstanding), no par value, unlimited shares authorized






$13.26

Offering price per share






$13.26

Redemption proceeds per share






$13.26

Class A Shares:
Net asset value per share ($143,771,066 ÷ 10,881,324 shares outstanding), no par value, unlimited shares authorized






$13.21

Offering price per share (100/94.50 of $13.21) 1






$13.98

Redemption proceeds per share






$13.21

Class C Shares:
Net asset value per share ($94,373,424 ÷ 7,237,357 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

Class K Shares:
Net asset value per share ($37,284 ÷ 2,815 shares outstanding), no par value, unlimited shares authorized






$13.24

Offering price per share






$13.24

Redemption proceeds per share






$13.24

1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Six Months Ended January 31, 2008 (unaudited)

Investment Income:
         
Dividends (including $1,343,899 received from affiliated issuers (Note 5))
$ 3,699,341
Interest
805,333
Investment income allocated from affiliated partnership (Note 5)










41,572

   TOTAL INCOME










4,546,246

Expenses:
Investment adviser fee (Note 5)
$ 915,591
Administrative personnel and services fee (Note 5)
135,737
Custodian fees
23,817
Transfer and dividend disbursing agent fees and expenses--Institutional Shares
41,849
Transfer and dividend disbursing agent fees and expenses--Class A Shares
70,964
Transfer and dividend disbursing agent fees and expenses--Class C Shares
39,273
Transfer and dividend disbursing agent fees and expenses--Class K Shares
58
Directors'/Trustees' fees
664
Auditing fees
12,338
Legal fees
3,179
Portfolio accounting fees
51,781
Distribution services fee--Class C Shares (Note 5)
219,689
Distribution services fee--Class K Shares (Note 5)
82
Shareholder services fee--Class A Shares (Note 5)
126,487
Shareholder services fee--Class C Shares (Note 5)
66,562
Account administration fee--Class A Shares
3,438
Account administration fee--Class C Shares
6,376
Share registration costs
34,961
Printing and postage
40,509
Insurance premiums
3,095
Taxes
741
Interest expense
825
Miscellaneous






510





   EXPENSES BEFORE ALLOCATION






1,798,526





Expenses allocated from affiliated partnership






411





   TOTAL EXPENSES






1,798,937





Statement of Operations-continued

Waivers and Reimbursements Note 5:
Waiver/reimbursement of investment adviser fee
$ (12,088 )
Waiver of administrative personnel and services fee
(26,429 )
Reimbursement of transfer and dividend disbursing agent fees and expenses--Institutional Shares
(29 )
Reimbursement of transfer and dividend disbursing agent fees and expenses--Class A Shares
(5,071 )
Reimbursement of transfer and dividend disbursing agent fees and expenses--Class C Shares
(2,054 )
Reimbursement of other operating expenses


(741
)








   TOTAL WAIVERS AND REIMBURSEMENTS





$
(46,412
)




Net expenses









$
1,752,525

Net investment income










2,793,721

Realized and Unrealized Gain (Loss) on Investments, Futures Contracts and Foreign Currency Transactions:
Net realized loss on investments and foreign currency transactions (including realized loss of $93,675 on sales of investments in affiliated issuers)
(8,634,627 )
Net realized gain on futures contracts
294,186
Net realized loss and foreign currency transactions allocated from affiliated partnership
(1,961 )
Net change in unrealized appreciation of investments, and translation of assets and liabilities in foreign currency transactions






(6,435,330 )
Net change in unrealized depreciation of futures contracts










95,154

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










(14,682,578
)
Change in net assets resulting from operations









$
(11,888,857
)

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


   

Six Months
Ended
(unaudited)
1/31/2008


   


Year Ended
7/31/2007


Increase (Decrease) in Net Assets
Operations:
Net investment income
$ 2,793,721 $ 2,013,061
Net realized gain (loss) on investments including allocations from partnership and futures contracts
(8,342,402 ) 8,572,488
Net change in unrealized appreciation/depreciation of investments, futures contracts and translation of assets and liabilities in foreign currency


(6,340,176
)


746,098

   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


(11,888,857
)


11,331,647

Distributions to Shareholders:
Distributions from net investment income
Institutional Shares
(1,062,430 ) (966,746 )
Class A Shares
(1,791,266 ) (418,667 )
Class C Shares
(1,022,222 ) (75,923 )
Class K Shares
(301 ) (1 )
Distributions from net realized gains on investments, futures contracts and foreign currency transactions
Institutional Shares
(2,000,003 ) (3,727,211 )
Class A Shares
(3,700,635 ) (1,712,874 )
Class C Shares
(2,473,743 ) (451,805 )
Class K Shares


(819
)


(4
)
   CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS


(12,051,419
)


(7,353,231
)
Share Transactions:
Proceeds from sale of shares
33,012,132 84,031,582
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Conservative Allocation Fund
52,857,254 - --
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Growth Allocation Fund
48,170,456 - --
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Moderate Allocation Fund
93,208,403 - --
Net asset value of shares issued to shareholders in payment of distributions declared
11,084,828 7,010,766
Cost of shares redeemed


(46,330,861
)


(26,053,811
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


192,002,212



64,988,537

Redemption Fees


- --



7,476

Change in net assets


168,061,936



68,974,429

Net Assets:
Beginning of period


148,593,894



79,619,465

End of period (including undistributed net investment income of $71,653 and $1,154,151, respectively)

$
316,655,830


$
148,593,894

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2008 (unaudited)

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 of capital and 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.

On October 26, 2007, the Fund received a tax-free transfer of assets from the Federated Conservative Allocation Fund (FCAF), the Federated Growth Allocation Fund (FGAF) and the Federated Moderate Allocation Fund (FMAF) (collectively, "Acquired Funds") as follows:


   
Shares of
the Fund
Issued

   
Acquired
Funds Net
Assets
Received

   
Unrealized
Appreciation 1

   
Net Assets
of the Fund
Immediately
Prior to
Combination

   
Net Assets
of Acquired
Funds
Immediately
Prior to
Combination

   
Net Assets
of the Fund
Immediately
After
Combination

FCAF

3,640,126

$ 52,857,254

$1,026,380



$ 52,857,254


FGAF

3,325,359

$ 48,170,456

$1,009,181



$ 48,170,456


FMAF

6,421,560

$ 93,208,403

$1,945,499



$ 93,208,403


   TOTAL

13,387,045

$194,236,113

$3,981,060

$161,345,386

$194,236,113

$355,581,499

1 Unrealized appreciation is included in the Acquired Funds 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

In calculating its net asset value (NAV), the Fund generally values investments as follows:

  • Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
  • Fixed-income securities acquired with remaining maturities greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Board of "Trustees" (the "Trustees").
  • Fixed-income securities acquired with remaining maturities of 60 days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium).
  • Shares of other mutual funds are valued based upon their reported NAVs.
  • Derivative contracts listed on exchanges are valued at their reported settlement or closing price.
  • Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Trustees.

If the Fund cannot obtain a price or price evaluation from a pricing service for an investment, the Fund may attempt to value the investment based upon the mean of bid and asked quotations or fair value the investment based on price evaluations, from one or more dealers. If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, the Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund's NAV.

Fair Valuation and Significant Events Procedures

The Trustees have authorized the use of pricing services to provide evaluations of the current fair value of certain investments for purposes of calculating the NAV. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers, and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a "bid" evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a "mid" evaluation). The Fund normally uses bid evaluations for U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for other types of fixed-income securities and OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

  • With respect to securities traded in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures or options contracts;
  • With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets;
  • Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
  • Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry.

The Trustees have approved the use of a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Fund will determine the fair value of the investment using another method approved by the Trustees.

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, realized and 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 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 Institutional Shares, Class A Shares, Class C Shares and Class K Shares may bear distribution services fees, shareholder services fees, account administration 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. The Fund adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes," on January 31, 2008. As of and during the period ended January 31, 2008, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. As of January 31, 2008, tax years 2004 through 2007 remain subject to examination by the Fund's major tax jurisdictions, which include the United States of America and the state of Massachusetts.

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 six months ended January 31, 2008, the Fund had net realized gains on futures contracts of $294,186.

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.

At January 31, 2008, the Fund had no outstanding foreign exchange contracts.

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 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:


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Institutional Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
299,133 $ 4,175,784 603,137 $ 8,390,088
Shares issued to shareholders in payment of distributions declared
213,271 2,951,673 346,321 4,668,405
Shares redeemed

(512,951
)


(7,183,585
)

(604,149
)


(8,303,830
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

(547
)

$
(56,128
)

345,309


$
4,754,663


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Class A Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
1,655,886 $ 23,011,474 4,589,586 $ 62,628,792
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Conservative Allocation Fund
2,233,258 32,583,802 - -- - --
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Growth Allocation Fund
1,400,840 20,438,742 - -- - --
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Moderate Allocation Fund
3,731,944 54,450,162 - -- - --
Shares issued to shareholders in payment of distributions declared
349,074 4,817,221 144,782 1,948,759
Shares redeemed

(2,211,492
)


(30,840,932
)

(1,161,046
)


(16,085,114
)
   NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

7,159,510


$
104,460,469


3,573,322


$
48,492,437


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Class C Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
426,444 $ 5,805,811 954,270 $ 12,994,037
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Conservative Allocation Fund
1,406,868 20,273,452 - -- - --
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Growth Allocation Fund
1,924,519 27,731,714 - -- - --
Proceeds from shares issued in connection with the tax-free transfer of assets from Federated Moderate Allocation Fund
2,689,616 38,758,241 - -- - --
Shares issued to shareholders in payment of distributions declared
243,199 3,314,815 29,439 393,602
Shares redeemed

(613,247
)


(8,306,344
)

(121,568
)


(1,664,768
)
   NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

6,077,399


$
87,577,689


862,141


$
11,722,871


   
Six Months Ended
1/31/2008

   
Period Ended
7/31/2007 1

Class K Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
1,401 $ 19,063 1,340 $ 18,665
Shares issued to shareholders in payment of distributions declared
81 1,119 - -- - --
Shares redeemed

- --



- --


(7
)


(99
)
   NET CHANGE RESULTING FROM CLASS K SHARE TRANSACTIONS

1,482


$
20,182


1,333


$
18,566

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS

13,237,844


$
192,002,212


4,782,105


$
64,988,537

1 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. For the year ended July 31, 2007, the redemption fees for Institutional Shares, Class A Shares and Class C Shares amounted to $4,965, $1,978 and $533, respectively.

4. FEDERAL TAX INFORMATION

At January 31, 2008, the cost of investments for federal tax purposes was $312,590,167. The net unrealized appreciation of investments for federal tax purposes excluding any unrealized appreciation resulting from futures contracts was $3,031,351. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $10,610,487 and net unrealized depreciation from investments for those securities having an excess of cost over value of $7,579,136.

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 and subject to the terms described in the Expense Limitation note, the Adviser may voluntarily choose to waive any portion of its fee and/or reimburse certain operating expenses of the Fund. The Adviser can modify or terminate this voluntary waiver and/or reimbursement at any time at its sole discretion. For the six months ended January 31, 2008, the Adviser voluntarily waived $6,130 of its fee and voluntarily reimbursed $741 of other operating expenses. In addition, an affiliate of the Adviser reimbursed $7,154 of transfer and dividend disbursing agent fees and 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. Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose to waive any portion of its fee. FAS can modify or terminate this voluntary waiver at any time at its sole discretion. For the six months ended January 31, 2008, the net fee paid to FAS was 0.090% of average daily net assets of the Fund. FAS waived $26,429 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 at the following percentages of average daily net assets annually, to compensate FSC:

Share Class Name
   
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%

Subject to terms described in the Expense Limitation note, FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the six months ended January 31, 2008, FSC retained $161,019 of fees paid by the Fund. On November 15, 2007, the Fund's Trustees approved an amendment to the Plan to reduce the distribution services fee for the Fund's Class A Shares from 0.25% to 0.05%. The amendment to the Plan will become effective for the Fund on March 31, 2008. For the six months ended January 31, 2008, the Fund's Class A Shares did not incur a distribution services fee.

Sales Charges

For the six months ended January 31, 2008, FSC retained $28,082 in sales charges from the sale of Class A Shares. FSC also retained $309 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. Subject to terms described in the Expense Limitation note, FSSC may voluntarily reimburse the Fund for shareholder services fees. This voluntary reimbursement can be modified or terminated at any time. For the six months ended January 31, 2008, FSSC received $270 of 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 (as shown in the financial highlights, but excluding expenses allocated from affiliated partnerships) 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 six months ended January 31, 2008, the Adviser reimbursed $5,958. Transactions with affiliated companies during the six months ended January 31, 2008 are as follows:

Affiliates
   
Balance of
Shares Held
7/31/2007

   
Purchases/
Additions

   
Sales/
Reductions

   
Balance of
Shares Held
1/31/2008

   

Value
   
Dividend
Income/
Allocated
Investment
Income

Emerging Markets Fixed-Income Core Fund

29,223

63,968

8,389

84,802

$
1,884,574

$41,572
Federated Mortgage Core Portfolio

1,720,828

3,375,365

780,548

4,315,645

$
43,501,697

$889,681
High Yield Bond Portfolio

264,523

667,712

301,264

630,971

$
4,082,383

$116,737
Prime Value Obligations Fund, Institutional Shares

8,187,131

79,773,965

64,728,644

23,232,452

$
23,232,452

$337,481
   TOTAL OF AFFILIATED TRANSACTIONS

10,201,705

83,881,010

65,818,845

28,263,870

$
72,701,106

$1,385,471

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the six months ended January 31, 2008, were as follows:

Purchases
   
$
158,163,703
Sales

$
166,768,386

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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 September 2006, the Financial Accounting Standards Board 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 has concluded that the adoption of FAS 157 is not expected to have a material impact on the Fund's net assets or results of operations.

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.

IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY

In an effort to reduce costs and avoid duplicate mailings, the Fund(s) intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund(s) resides (so-called "householding"), as permitted by applicable rules. The Fund's "householding" program covers its/their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Fund is also permitted to treat a shareholder as having given consent ("implied consent") if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to "household" at least sixty (60) days before it begins "householding" and (iii) none of the shareholders in the household have notified the Fund(s) or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R825

36357 (3/08)

Federated is a registered mark of Federated Investors, Inc. 2008 (c)Federated Investors, Inc.

Federated
World-Class Investment Manager

Federated MDT Large Cap Growth Fund

Established 2005

A Portfolio of Federated MDT Series

SEMI-ANNUAL SHAREHOLDER REPORT

January 31, 2008

Class A Shares
Class B Shares
Class C Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
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
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 - Class A Shares

(For a Share Outstanding Throughout Each Period)

Six Months
Ended
(unaudited)
Year
Ended
Period
Ended

   
1/31/2008

   
7/31/2007
1
   
7/31/2006
2
Net Asset Value, Beginning of Period
$12.12 $10.17 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.03 ) (0.14 ) 3 (0.10 ) 3
Net realized and unrealized gain (loss) on investments

(0.21
)

2.20


0.27

   TOTAL FROM INVESTMENT OPERATIONS

(0.24
)

2.06


0.17

Less Distributions:
Distributions from net realized gain on investments

(1.35
)

(0.11
)

- --

Net Asset Value, End of Period

$10.53


$12.12


$10.17

Total Return 4

(3.00
)%

20.38
%

1.70
%
Ratios to Average Net Assets:









Net expenses

1.50
% 5

1.50
%

2.01
% 5
Net investment income (loss)

(0.56
)% 5

(1.14
)%

(0.93
)% 5
Expense waiver/reimbursement 6

0.13
% 5

2.30
%

20.55
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$100,669


$88,826


$183

Portfolio turnover

178
%

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 Fund's 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 Each Period)


   
Six Months
Ended
(unaudited)
1/31/2008


   
Period
Ended
7/31/2007

1
Net Asset Value, Beginning of Period
$12.18 $11.48
Income From Investment Operations:
Net investment income (loss)
(0.08 ) (0.08 ) 2
Net realized and unrealized gain (loss) on investments

(0.20
)

0.78

   TOTAL FROM INVESTMENT OPERATIONS

(0.28
)

0.70

Less Distributions:
Distributions from net realized gain on investments

(1.35
)

- --

Net Asset Value, End of Period

$10.55


$12.18

Total Return 3

(3.32
)%

6.10
%
Ratios to Average Net Assets:






Net expenses

2.25
% 4

2.24
% 4
Net investment income (loss)

(1.28
)% 4

(1.95
)% 4
Expense waiver/reimbursement 5

0.13
% 4

0.54
% 4
Supplemental Data:






Net assets, end of period (000 omitted)

$35,495


$46,933

Portfolio turnover

178
%

630
% 6

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)

Six Months
Ended
(unaudited)
Year
Ended
Period
Ended

   
1/31/2008

   
7/31/2007
1
   
7/31/2006
2
Net Asset Value, Beginning of Period
$11.94 $10.10 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.07 ) (0.22 ) 3 (0.19 ) 3
Net realized and unrealized gain (loss) on investments

(0.20
)

2.17


0.29

   TOTAL FROM INVESTMENT OPERATIONS

(0.27
)

1.95


0.10

Less Distributions:
Distributions from net realized gain on investments

(1.35
)

(0.11
)

- --

Net Asset Value, End of Period

$10.32


$11.94


$10.10

Total Return 4

(3.29
)%

19.42
%

1.00
%
Ratios to Average Net Assets:









Net expenses

2.24
% 5

2.25
%

2.76
% 5
Net investment income (loss)

(1.29
)% 5

(1.83
)%

(1.68
)% 5
Expense waiver/reimbursement 6

0.13
% 5

5.64
%

20.55
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$16,744


$14,388


$147

Portfolio turnover

178
%

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 Fund's 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 and 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 August 1, 2007 to January 31, 2008.

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
8/1/2007

   
Ending
Account Value
1/31/2008

   
Expenses Paid
During Period 1

Actual:






Class A Shares

$1,000

$970.00

$7.43
Class B Shares

$1,000

$966.80

$11.12
Class C Shares

$1,000

$967.10

$11.08
Hypothetical (assuming a 5% return before expenses):






Class A Shares

$1,000

$1,017.60

$7.61
Class B Shares

$1,000

$1,013.83

$11.39
Class C Shares

$1,000

$1,013.88

$11.34

1 Expenses are equal to the Fund's annualized net expense ratios, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The annualized net expense ratios are as follows:

Class A Shares
   
1.50%
Class B Shares

2.25%
Class C Shares

2.24%

Portfolio of Investments Summary Table

At January 31, 2008, the Fund's industry composition 1 was as follows:

Industry
   

Percentage of
Total Net Assets

Internet Services

7.1
%
Services to Medical Professionals

6.8
%
Biotechnology

6.7
%
Railroad

5.2
%
Commodity Chemicals

4.8
%
Computers--High End

4.1
%
Financial Services

3.9
%
Agricultural Chemicals

3.9
%
Software Packaged/Custom

3.8
%
Office Equipment

3.6
%
Computers--Low End

3.6
%
Ethical Drugs

3.0
%
Specialty Retailing

3.0
%
Metal Fabrication

2.9
%
Home Products

2.8
%
Medical Technology

2.7
%
Miscellaneous Machinery

2.7
%
Oil Well Supply

2.4
%
Defense Electronics

2.3
%
Semiconductor Manufacturing

2.2
%
Soft Drinks

1.9
%
Computers--Midrange

1.6
%
Undesignated Consumer Cyclicals

1.5
%
Oil Service, Explore & Drill

1.5
%
Telecommunication Equipment & Services

1.4
%
Electrical Equipment

1.2
%
Defense Aerospace

1.1
%
Other Communications Equipment

1.1
%
Metal Containers

1.0
%
Mutual Fund Adviser

1.0
%
Other 2

9.0
%
Cash Equivalents 3

1.9
%
Other Assets and Liabilities--Net 4

(1.7
)%
   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 Fund's 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

January 31, 2008 (unaudited)

Shares
   

   

Value

COMMON STOCKS--99.8%
Agricultural Chemicals--3.9%
53,717 Monsanto Co.

$
6,039,939

Apparel--0.2%
8,418 Guess ?, Inc.


314,076

Biotechnology--6.7%
88,239 1 Amgen, Inc.
4,111,055
18,263 1 Genzyme Corp.
1,426,888
93,199 1 Gilead Sciences, Inc.
4,258,262
15,060 1 OSI Pharmaceuticals, Inc.


600,593

   TOTAL


10,396,798

Commodity Chemicals--4.8%
135,622 Du Pont (E.I.) de Nemours & Co.
6,127,402
60,160 RPM, Inc.


1,301,862

   TOTAL


7,429,264

Computer Networking--0.4%
20,908 1 Juniper Networks, Inc.


567,652

Computer Services--0.8%
23,076 1 Salesforce.com Inc.


1,206,413

Computers - High End--4.1%
59,970 IBM Corp.


6,437,180

Computers - Low End--3.6%
41,706 1 Apple, Inc.


5,645,324

Computers - Midrange--1.6%
56,570 Hewlett-Packard Co.


2,474,938

Construction Machinery--0.7%
29,330 Manitowoc, Inc.


1,118,060

Contracting--0.6%
12,437 1 Jacobs Engineering Group, Inc.


950,684

Crude Oil & Gas Production--0.3%
6,029 1 Ultra Petroleum Corp.


414,795

Shares
   

   

Value

COMMON STOCKS--continued
Defense Aerospace--1.1%
7,379 General Dynamics Corp.
$ 623,230
17,270 Goodrich (B.F.) Co.


1,080,239

   TOTAL


1,703,469

Defense Electronics--2.3%
20,604 1 FLIR Systems, Inc.
623,889
13,551 1 First Solar, Inc.
2,463,165
7,249 Rockwell Collins


458,137

   TOTAL


3,545,191

Electrical Equipment--1.2%
12,731 Emerson Electric Co.
647,244
25,303 Hubbell, Inc., Class B


1,206,447

   TOTAL


1,853,691

Ethical Drugs--3.0%
22,869 Bristol-Myers Squibb Co.
530,332
41,747 Eli Lilly & Co.
2,150,805
43,091 Merck & Co., Inc.


1,994,251

   TOTAL


4,675,388

Financial Services--3.9%
3,290 Blackrock, Inc.
727,419
5,641 FactSet Research Systems
315,501
30,987 Janus Capital Group, Inc.
836,959
20,456 Mastercard, Inc., Class A


4,234,392

   TOTAL


6,114,271

Home Products--2.8%
5,458 Colgate-Palmolive Co.
420,266
162,305 Newell Rubbermaid, Inc.


3,914,797

   TOTAL


4,335,063

Hotels and Motels--0.5%
6,292 1 Wynn Resorts Ltd.


723,454

Internet Services--7.1%
61,642 1 Amazon.com, Inc.
4,789,583
2,672 1 Google Inc.
1,507,810
5,400 1 Priceline.com, Inc.
586,008
154,131 1 eBay, Inc.


4,144,583

   TOTAL


11,027,984

Shares
   

   

Value

COMMON STOCKS--continued
Leasing--0.2%
6,531 GATX Corp.

$
245,566

Life Insurance--0.4%
11,220 Aflac, Inc.


688,123

Machine Tools--0.7%
18,244 Lincoln Electric Holdings


1,124,743

Magazine Publishing--0.4%
13,320 Meredith Corp.


625,907

Medical Supplies--0.5%
11,782 Baxter International, Inc.


715,639

Medical Technology--2.7%
13,111 1 Intuitive Surgical, Inc.
3,330,194
22,739 1 St. Jude Medical, Inc.


921,157

   TOTAL


4,251,351

Metal Containers--1.0%
35,059 Ball Corp.


1,608,858

Metal Fabrication--2.9%
39,701 Precision Castparts Corp.


4,517,974

Miscellaneous Machinery--2.7%
52,026 Cooper Industries Ltd., Class A
2,317,238
33,978 Rockwell Automation, Inc.


1,937,426

   TOTAL


4,254,664

Miscellaneous Components--0.9%
36,511 Amphenol Corp., Class A


1,458,249

Money Center Bank--0.3%
5,499 Northern Trust Corp.


403,407

Multi-Industry Capital Goods--0.2%
7,266 Acuity Brands, Inc.


330,676

Mutual Fund Adviser--1.0%
15,930 1 Affiliated Managers Group


1,566,078

Office Equipment--3.6%
154,642 Pitney Bowes, Inc.


5,675,361

Oil Service, Explore & Drill--1.5%
49,377 1 McDermott International, Inc.


2,329,607

Shares
   

   

Value

COMMON STOCKS--continued
Oil Well Supply--2.4%
17,870 1 Cameron International Corp.
$ 719,446
15,540 1 FMC Technologies, Inc.
748,406
32,658 1 National-Oilwell, Inc.
1,966,991
6,218 1 Superior Energy Services, Inc.


249,280

   TOTAL


3,684,123

Other Communications Equipment--1.1%
30,448 Harris Corp.


1,665,201

Railroad--5.2%
78,380 Norfolk Southern Corp.
4,263,088
29,974 Union Pacific Corp.


3,747,649

   TOTAL


8,010,737

Securities Brokerage--0.2%
16,975 1 TD Ameritrade Holding Corp.


318,451

Semiconductor Manufacturing--2.2%
48,863 1 MEMC Electronic Materials, Inc.


3,491,750

Services to Medical Professionals--6.8%
48,204 1 Coventry Health Care, Inc.
2,727,382
53,054 1 Express Scripts, Inc., Class A
3,580,614
19,206 1 Health Net, Inc.
892,887
66,288 UnitedHealth Group, Inc.


3,370,082

   TOTAL


10,570,965

Shoes--0.3%
14,028 1 Crocs, Inc.


488,034

Soft Drinks--1.9%
50,877 Coca-Cola Co.


3,010,392

Software Packaged/Custom--3.8%
41,113 1 Activision, Inc.
1,063,593
8,886 1 Adobe Systems, Inc.
310,388
11,348 1 Ansys, Inc.
396,159
23,799 1 Autodesk, Inc.
979,329
8,354 1 F5 Networks, Inc.
196,570
50,012 Microsoft Corp.
1,630,391
21,190 1 Oracle Corp.
435,455
32,011 1 Sybase, Inc.


903,350

   TOTAL


5,915,235

Shares
   

   

Value

COMMON STOCKS--continued
Specialty Chemicals--0.4%
6,728 Praxair, Inc.

$
544,362

Specialty Retailing--3.0%
46,194 Abercrombie & Fitch Co., Class A
3,681,200
13,505 Costco Wholesale Corp.


917,530

   TOTAL


4,598,730

Telecommunication Equipment & Services--1.4%
29,634 1 Anixter International, Inc.
2,076,158
6,444 Corning, Inc.


155,107

   TOTAL


2,231,265

Undesignated Consumer Cyclicals--1.5%
6,828 1 Apollo Group, Inc., Class A
544,465
18,210 DeVRY, Inc.
1,005,010
9,258 1 ITT Educational Services, Inc.


845,718

   TOTAL


2,395,193

Undesignated Consumer Staples--0.2%
17,580 Block (H&R), Inc.


338,767

Undesignated Health--0.8%
48,909 IMS Health, Inc.


1,168,436

   TOTAL COMMON STOCKS (IDENTIFIED COST $146,150,160)


155,201,478

MUTUAL FUND--1.9%
3,031,154 2,3 Prime Value Obligations Fund, Institutional Shares, 4.22%
(AT NET ASSET VALUE)


3,031,154

   TOTAL INVESTMENTS--101.7%
(IDENTIFIED COST $149,181,314) 4



158,232,632

   OTHER ASSETS AND LIABILITIES - NET--(1.7)% 5


(2,692,255
)
   TOTAL NET ASSETS--100%

$
155,540,377

1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 Also represents cost for federal tax purposes.

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

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2008.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

January 31, 2008 (unaudited)

Assets:
      
Total investments in securities, at value including $3,031,154 of investments in an affiliated issuer (Note 5) (identified cost $149,181,314)
$ 158,232,632
Income receivable
32,685
Receivable for investments sold
6,808,396
Receivable for shares sold






326,573

   TOTAL ASSETS






165,400,286

Liabilities:
Payable for investments purchased
$ 7,873,167
Payable for shares redeemed
1,764,816
Payable for distribution services fee (Note 5)
35,121
Payable for shareholder services fee (Note 5)
78,610
Accrued expenses


108,195





   TOTAL LIABILITIES






9,859,909

Net assets for 14,797,477 shares outstanding





$
155,540,377

Net Assets Consist of:
Paid-in capital
$ 549,875,379
Net unrealized appreciation of investments
9,051,318
Accumulated net realized loss on investments
(402,719,137 )
Accumulated net investment income (loss)






(667,183
)
   TOTAL NET ASSETS





$
155,540,377

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
Net asset value per share ($2,632,993 ÷ 247,959 shares outstanding), no par value, unlimited shares authorized






$10.62

Offering price per share






$10.62

Redemption proceeds per share






$10.62

Class A Shares:
Net asset value per share ($100,669,059 ÷ 9,560,368 shares outstanding), no par value, unlimited shares authorized






$10.53

Offering price per share (100/94.50 of $10.53) 1






$11.14

Redemption proceeds per share






$10.53

Class B Shares:
Net asset value per share ($35,494,580 ÷ 3,365,945 shares outstanding), no par value, unlimited shares authorized






$10.55

Offering price per share






$10.55

Redemption proceeds per share (94.50/100 of $10.55) 1






$9.97

Class C Shares:
Net asset value per share ($16,743,745 ÷ 1,623,205 shares outstanding), no par value, unlimited shares authorized






$10.32

Offering price per share






$10.32

Redemption proceeds per share (99.00/100 of $10.32) 1






$10.22

1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Six Months Ended January 31, 2008 (unaudited)

Investment Income:
         
Dividends (including $50,203 received from an affiliated issuer (Note 5))









$
769,609

Expenses:
Investment adviser fee (Note 5)
$ 605,860
Administrative personnel and services fee (Note 5)
135,737
Custodian fees
8,931
Transfer and dividend disbursing agent fees and expenses
230,597
Directors'/Trustees' fees
762
Auditing fees
11,386
Legal fees
9,135
Portfolio accounting fees
41,870
Distribution services fee--Class B Shares (Note 5)
160,784
Distribution services fee--Class C Shares (Note 5)
67,478
Shareholder services fee--Class A Shares (Note 5)
122,438
Shareholder services fee--Class B Shares (Note 5)
53,595
Shareholder services fee--Class C Shares (Note 5)
21,600
Account administration fee - Class A Shares
739
Account administration fee - Class C Shares
180
Share registration costs
34,787
Printing and postage
32,929
Insurance premiums
3,055
Interest expense
210
Miscellaneous






3,045





   TOTAL EXPENSES






1,545,118





Waivers and Reimbursement (Note 5):
Waiver/reimbursement of investment adviser fee
$ (81,484 )
Waiver of administrative personnel and services fee


(26,842
)








   TOTAL WAIVERS AND REIMBURSEMENT






(108,326
)




Net expenses










1,436,792

Net investment income (loss)










(667,183
)
Realized and Unrealized Gain (Loss) on Investments:
Net realized loss on investments
(9,596,269 )
Net change in unrealized appreciation of investments










4,501,593

Net realized and unrealized loss on investments










(5,094,676
)
Change in net assets resulting from operations









$
(5,761,859
)

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


   

Six Months
Ended
(unaudited)
1/31/2008


   

Year Ended
7/31/2007


Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)
$ (667,183 ) $ (237,143 )
Net realized gain (loss) on investments
(9,596,269 ) 21,083,611
Net change in unrealized appreciation/depreciation of investments


4,501,593



(22,417,969
)
   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


(5,761,859
)


(1,571,501
)
Distributions to Shareholders:
Distributions from net realized gain on investments
Institutional Shares
(257,727 ) (7,447 )
Class A Shares
(11,660,462 ) (6,679 )
Class B Shares
(4,329,484 ) - --
Class C Shares


(2,139,318
)


(2,090
)
   CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS


(18,386,991
)


(16,216
)
Share Transactions:
Proceeds from sale of shares
43,640,298 15,014,670
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
15,708,083 12,437
Cost of shares redeemed


(31,604,518
)


(6,430,649
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


27,743,863



152,897,999

Redemption fees


- --



303

Change in net assets


3,595,013



151,310,585

Net Assets:
Beginning of period


151,945,364



634,779

End of period (including accumulated net investment income (loss) of $(667,183) and $0, respectively)

$
155,540,377


$
151,945,364

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2008 (unaudited)

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
Appreciation 1

   
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

In calculating its net asset value (NAV), the Fund generally values investments as follows:

  • Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
  • Shares of other mutual funds are valued based upon their reported NAVs.
  • Derivative contracts listed on exchanges are valued at their reported settlement or closing price.
  • Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (the "Trustees").
  • Fixed-income securities acquired with remaining maturities greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Trustees.
  • Fixed-income securities acquired with remaining maturities of 60 days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium).

If the Fund cannot obtain a price or price evaluation from a pricing service for an investment, the Fund may attempt to value the investment based upon the mean of bid and asked quotations or fair value the investment based on price evaluations, from one or more dealers. If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, the Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund's NAV.

Fair Valuation and Significant Events Procedures

The Trustees have authorized the use of pricing services to provide evaluations of the current fair value of certain investments for purposes of calculating the NAV. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers, and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a "bid" evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a "mid" evaluation). The Fund normally uses bid evaluations for U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for other types of fixed-income securities and OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

  • With respect to securities traded in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures or options contracts;
  • With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets;
  • Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
  • Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry.

The Trustees have approved the use of a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Fund will determine the fair value of the investment using another method approved by the Trustees.

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 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 account administration, 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. The Fund adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes," on January 31, 2008. As of and during the period ended January 31, 2008, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. As of January 31, 2008, tax years 2004 through 2007 remain subject to examination by the Fund's major tax jurisdictions, which include the United States of America and the state of Massachusetts.

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:


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Institutional Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
103,847 $ 1,258,460 118,282 $ 1,376,167
Shares issued to shareholders in payment of distributions declared
16,469
193,018 644 7,254
Shares redeemed

(19,754
)


(257,408
)

(1,456
)


(17,389
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

100,562


$
1,194,070


117,470


$
1,366,032


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Class A Shares:

Shares

   

Amount

   
Shares

   

Amount

Shares sold
2,530,644 $ 31,197,639 598,688 $ 7,229,781
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
882,581
10,255,594 405 4,547
Shares redeemed

(1,181,106
)


(13,927,340
)

(306,231
)


(3,782,665
)
   NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

2,232,119


$
27,525,893


7,310,299


$
89,553,850


   
Six Months Ended
1/31/2008

   
Period Ended
7/31/2007 1

Class B Shares:

Shares



Amount


Shares



Amount

Shares sold
264,232 $ 3,166,288 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 issued to shareholders in payment of distributions declared
344,460
4,012,963 - -- - --
Shares redeemed

(1,095,653
)


(13,369,354
)

(194,209
)


(2,424,626
)
   NET CHANGE RESULTING FROM CLASS B SHARE TRANSACTIONS

(486,961
)

$
(6,190,103
)

3,852,906


$
47,522,550


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Class C Shares:

Shares



Amount


Shares



Amount

Shares sold
676,589 $ 8,017,911 486,056 $ 5,933,215
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
109,439
1,246,508 57 636
Shares redeemed

(367,483
)


(4,050,416
)

(17,323
)


(205,969
)
   NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

418,545


$
5,214,003


1,190,111


$
14,455,567

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS

2,264,265



$
27,743,863


12,470,786


$
152,897,999

1 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, will not be 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, the redemption fees for Institutional Shares, Class A Shares and Class C Shares amounted to $99, $152 and $52, respectively.

4. FEDERAL TAX INFORMATION

At January 31, 2008, the cost of investments for federal tax purposes was $149,181,314. The net unrealized appreciation of investments for federal tax purposes was $9,051,318. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $14,365,661 and net unrealized depreciation from investments for those securities having an excess of cost over value of $5,314,343.

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.

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 and subject to the terms described in the Expense Limitation note, the Adviser may voluntarily choose to waive any portion of its fee. The Adviser can modify or terminate this voluntary waiver at any time at its sole discretion. For the six months ended January 31, 2008, the Adviser waived $80,555, of its fee.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services 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. Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose to waive any portion of its fee. FAS can modify or terminate this voluntary waiver at any time at its sole discretion. For the six months ended January 31, 2008, the net fee paid to FAS was 0.135% of average daily net assets of the Fund. FAS waived $26,842 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 at 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%

Subject to terms described in the Expense Limitation note, FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the six months ended January 31, 2008, FSC retained $25,973 of fees paid by the Fund. On November 15, 2007, the Fund's Trustees approved an amendment to the Plan to reduce the distribution services fee for the Fund's Class A Shares from 0.25% to 0.05%. The amendment to the Plan will become effective for the Fund on March 31, 2008. For the six months ended January 31, 2008, the Fund's Class A Shares did not incur a distribution services fee.

Sales Charges

For the six months ended January 31, 2008, FSC retained $10,438 in sales charges from the sale of Class A Shares. FSC also retained $390 and $567 of contingent deferred sales charges relating to redemptions of Class A Shares and 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, 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. A financial intermediary affiliated with management of Federated Investors, Inc. received $20,550 of Service Fees for the six months ended January 31, 2008. Subject to the terms described in the Expense Limitation note, FSSC may voluntarily reimburse the Fund for shareholder services fees. This voluntary reimbursement can be modified or terminated at any time. For the six months ended January 31, 2008, FSSC received $2,354 of 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 (as shown in the financial highlights) 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 six months ended January 31, 2008, the Adviser reimbursed $929. Transactions with the affiliated company during the six months ended January 31, 2008 are as follows:

Affiliate
   
Balance of
Shares Held
7/31/2007

   
Purchases/
Additions

   
Sales/
Reductions

   
Balance of
Shares Held
1/31/2008

   
Value
   
Dividend
Income

Prime Value Obligations Fund, Institutional Shares

2,729,873

34,238,035

33,936,754

3,031,154

$3,031,154

$50,203

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the six months ended January 31, 2008, were as follows:

Purchases
   
$
294,517,801
Sales

$
284,040,322

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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 September 2006, the Financial Accounting Standards Board 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 has concluded that the adoption of FAS 157 is not expected to have a material impact on the Fund's net assets or results of operations.

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. In addition, the Board was informed by the Adviser that, for the same period, the Fund underperformed its benchmark index. 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.

IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY

In an effort to reduce costs and avoid duplicate mailings, the Fund(s) intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund(s) resides (so-called "householding"), as permitted by applicable rules. The Fund's "householding" program covers its/their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Fund is also permitted to treat a shareholder as having given consent ("implied consent") if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to "household" at least sixty (60) days before it begins "householding" and (iii) none of the shareholders in the household have notified the Fund(s) or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R700
Cusip 31421R684
Cusip 31421R809

36353 (3/08)

Federated is a registered mark of Federated Investors, Inc. 2008 (c)Federated Investors, Inc.

Federated
World-Class Investment Manager

Federated MDT Large Cap Growth Fund

A Portfolio of Federated MDT Series



SEMI-ANNUAL SHAREHOLDER REPORT

January 31, 2008

Institutional Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
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
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)


   
Six Months
Ended
(unaudited)
1/31/2008


   
Year Ended
7/31/2007

1
   
Period
Ended
7/31/2006

2
Net Asset Value, Beginning of Period
$12.20 $10.20 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.01 ) (0.03 ) 3 (0.07 ) 3
Net realized and unrealized gain (loss) on investments

(0.22
)

2.14


0.27

   TOTAL FROM INVESTMENT OPERATIONS

(0.23
)

2.11


0.20

Less Distributions:
Distributions from net realized gain on investments

(1.35
)

(0.11
)

- --

Net Asset Value, End of Period

$10.62


$12.20


$10.20

Total Return 4

(2.89
)%

20.81
%

2.00
%
Ratios to Average Net Assets:









Net expenses

1.25
% 5

1.25
%

1.76
% 5
Net investment income (loss)

(0.32
)% 5

(0.29
)%

(0.68
)% 5
Expense waiver/reimbursement 6

0.13
% 5

19.41
%

20.55
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$2,633


$1,798


$305

Portfolio turnover

178
%

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 Fund's 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 and 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 August 1, 2007 to January 31, 2008.

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
8/1/2007

   
Ending
Account Value
1/31/2008

   
Expenses Paid
During Period 1

Actual

$1,000

$971.10

$6.19
Hypothetical (assuming a 5% return before expenses)

$1,000

$1,018.85

$6.34

1 Expenses are equal to the Fund's annualized net expense ratio of 1.25%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Portfolio of Investments Summary Table

At January 31, 2008, the Fund's industry composition 1 was as follows:

Industry
   

Percentage of
Total Net Assets

Internet Services

7.1
%
Services to Medical Professionals

6.8
%
Biotechnology

6.7
%
Railroad

5.2
%
Commodity Chemicals

4.8
%
Computers--High End

4.1
%
Financial Services

3.9
%
Agricultural Chemicals

3.9
%
Software Packaged/Custom

3.8
%
Office Equipment

3.6
%
Computers--Low End

3.6
%
Ethical Drugs

3.0
%
Specialty Retailing

3.0
%
Metal Fabrication

2.9
%
Home Products

2.8
%
Medical Technology

2.7
%
Miscellaneous Machinery

2.7
%
Oil Well Supply

2.4
%
Defense Electronics

2.3
%
Semiconductor Manufacturing

2.2
%
Soft Drinks

1.9
%
Computers--Midrange

1.6
%
Undesignated Consumer Cyclicals

1.5
%
Oil Service, Explore & Drill

1.5
%
Telecommunication Equipment & Services

1.4
%
Electrical Equipment

1.2
%
Defense Aerospace

1.1
%
Other Communications Equipment

1.1
%
Metal Containers

1.0
%
Mutual Fund Adviser

1.0
%
Other 2

9.0
%
Cash Equivalents 3

1.9
%
Other Assets and Liabilities--Net 4

(1.7
)%
   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 Fund's 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

January 31, 2008 (unaudited)

Shares
   

   

Value

COMMON STOCKS--99.8%
Agricultural Chemicals--3.9%
53,717 Monsanto Co.

$
6,039,939

Apparel--0.2%
8,418 Guess ?, Inc.


314,076

Biotechnology--6.7%
88,239 1 Amgen, Inc.
4,111,055
18,263 1 Genzyme Corp.
1,426,888
93,199 1 Gilead Sciences, Inc.
4,258,262
15,060 1 OSI Pharmaceuticals, Inc.


600,593

   TOTAL


10,396,798

Commodity Chemicals--4.8%
135,622 Du Pont (E.I.) de Nemours & Co.
6,127,402
60,160 RPM, Inc.


1,301,862

   TOTAL


7,429,264

Computer Networking--0.4%
20,908 1 Juniper Networks, Inc.


567,652

Computer Services--0.8%
23,076 1 Salesforce.com Inc.


1,206,413

Computers - High End--4.1%
59,970 IBM Corp.


6,437,180

Computers - Low End--3.6%
41,706 1 Apple, Inc.


5,645,324

Computers - Midrange--1.6%
56,570 Hewlett-Packard Co.


2,474,938

Construction Machinery--0.7%
29,330 Manitowoc, Inc.


1,118,060

Contracting--0.6%
12,437 1 Jacobs Engineering Group, Inc.


950,684

Crude Oil & Gas Production--0.3%
6,029 1 Ultra Petroleum Corp.


414,795

Shares
   

   

Value

COMMON STOCKS--continued
Defense Aerospace--1.1%
7,379 General Dynamics Corp.
$ 623,230
17,270 Goodrich (B.F.) Co.


1,080,239

   TOTAL


1,703,469

Defense Electronics--2.3%
20,604 1 FLIR Systems, Inc.
623,889
13,551 1 First Solar, Inc.
2,463,165
7,249 Rockwell Collins


458,137

   TOTAL


3,545,191

Electrical Equipment--1.2%
12,731 Emerson Electric Co.
647,244
25,303 Hubbell, Inc., Class B


1,206,447

   TOTAL


1,853,691

Ethical Drugs--3.0%
22,869 Bristol-Myers Squibb Co.
530,332
41,747 Eli Lilly & Co.
2,150,805
43,091 Merck & Co., Inc.


1,994,251

   TOTAL


4,675,388

Financial Services--3.9%
3,290 Blackrock, Inc.
727,419
5,641 FactSet Research Systems
315,501
30,987 Janus Capital Group, Inc.
836,959
20,456 Mastercard, Inc., Class A


4,234,392

   TOTAL


6,114,271

Home Products--2.8%
5,458 Colgate-Palmolive Co.
420,266
162,305 Newell Rubbermaid, Inc.


3,914,797

   TOTAL


4,335,063

Hotels and Motels--0.5%
6,292 1 Wynn Resorts Ltd.


723,454

Internet Services--7.1%
61,642 1 Amazon.com, Inc.
4,789,583
2,672 1 Google Inc.
1,507,810
5,400 1 Priceline.com, Inc.
586,008
154,131 1 eBay, Inc.


4,144,583

   TOTAL


11,027,984

Shares
   

   

Value

COMMON STOCKS--continued
Leasing--0.2%
6,531 GATX Corp.

$
245,566

Life Insurance--0.4%
11,220 Aflac, Inc.


688,123

Machine Tools--0.7%
18,244 Lincoln Electric Holdings


1,124,743

Magazine Publishing--0.4%
13,320 Meredith Corp.


625,907

Medical Supplies--0.5%
11,782 Baxter International, Inc.


715,639

Medical Technology--2.7%
13,111 1 Intuitive Surgical, Inc.
3,330,194
22,739 1 St. Jude Medical, Inc.


921,157

   TOTAL


4,251,351

Metal Containers--1.0%
35,059 Ball Corp.


1,608,858

Metal Fabrication--2.9%
39,701 Precision Castparts Corp.


4,517,974

Miscellaneous Machinery--2.7%
52,026 Cooper Industries Ltd., Class A
2,317,238
33,978 Rockwell Automation, Inc.


1,937,426

   TOTAL


4,254,664

Miscellaneous Components--0.9%
36,511 Amphenol Corp., Class A


1,458,249

Money Center Bank--0.3%
5,499 Northern Trust Corp.


403,407

Multi-Industry Capital Goods--0.2%
7,266 Acuity Brands, Inc.


330,676

Mutual Fund Adviser--1.0%
15,930 1 Affiliated Managers Group


1,566,078

Office Equipment--3.6%
154,642 Pitney Bowes, Inc.


5,675,361

Oil Service, Explore & Drill--1.5%
49,377 1 McDermott International, Inc.


2,329,607

Shares
   

   

Value

COMMON STOCKS--continued
Oil Well Supply--2.4%
17,870 1 Cameron International Corp.
$ 719,446
15,540 1 FMC Technologies, Inc.
748,406
32,658 1 National-Oilwell, Inc.
1,966,991
6,218 1 Superior Energy Services, Inc.


249,280

   TOTAL


3,684,123

Other Communications Equipment--1.1%
30,448 Harris Corp.


1,665,201

Railroad--5.2%
78,380 Norfolk Southern Corp.
4,263,088
29,974 Union Pacific Corp.


3,747,649

   TOTAL


8,010,737

Securities Brokerage--0.2%
16,975 1 TD Ameritrade Holding Corp.


318,451

Semiconductor Manufacturing--2.2%
48,863 1 MEMC Electronic Materials, Inc.


3,491,750

Services to Medical Professionals--6.8%
48,204 1 Coventry Health Care, Inc.
2,727,382
53,054 1 Express Scripts, Inc., Class A
3,580,614
19,206 1 Health Net, Inc.
892,887
66,288 UnitedHealth Group, Inc.


3,370,082

   TOTAL


10,570,965

Shoes--0.3%
14,028 1 Crocs, Inc.


488,034

Soft Drinks--1.9%
50,877 Coca-Cola Co.


3,010,392

Software Packaged/Custom--3.8%
41,113 1 Activision, Inc.
1,063,593
8,886 1 Adobe Systems, Inc.
310,388
11,348 1 Ansys, Inc.
396,159
23,799 1 Autodesk, Inc.
979,329
8,354 1 F5 Networks, Inc.
196,570
50,012 Microsoft Corp.
1,630,391
21,190 1 Oracle Corp.
435,455
32,011 1 Sybase, Inc.


903,350

   TOTAL


5,915,235

Shares
   

   

Value

COMMON STOCKS--continued
Specialty Chemicals--0.4%
6,728 Praxair, Inc.

$
544,362

Specialty Retailing--3.0%
46,194 Abercrombie & Fitch Co., Class A
3,681,200
13,505 Costco Wholesale Corp.


917,530

   TOTAL


4,598,730

Telecommunication Equipment & Services--1.4%
29,634 1 Anixter International, Inc.
2,076,158
6,444 Corning, Inc.


155,107

   TOTAL


2,231,265

Undesignated Consumer Cyclicals--1.5%
6,828 1 Apollo Group, Inc., Class A
544,465
18,210 DeVRY, Inc.
1,005,010
9,258 1 ITT Educational Services, Inc.


845,718

   TOTAL


2,395,193

Undesignated Consumer Staples--0.2%
17,580 Block (H&R), Inc.


338,767

Undesignated Health--0.8%
48,909 IMS Health, Inc.


1,168,436

   TOTAL COMMON STOCKS (IDENTIFIED COST $146,150,160)


155,201,478

MUTUAL FUND--1.9%
3,031,154 2,3 Prime Value Obligations Fund, Institutional Shares, 4.22%
(AT NET ASSET VALUE)


3,031,154

   TOTAL INVESTMENTS--101.7%
(IDENTIFIED COST $149,181,314) 4



158,232,632

   OTHER ASSETS AND LIABILITIES - NET--(1.7)% 5


(2,692,255
)
   TOTAL NET ASSETS--100%

$
155,540,377

1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 Also represents cost for federal tax purposes.

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

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2008.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

January 31, 2008 (unaudited)

Assets:
      
Total investments in securities, at value including $3,031,154 of investments in an affiliated issuer (Note 5) (identified cost $149,181,314)
$ 158,232,632
Income receivable
32,685
Receivable for investments sold
6,808,396
Receivable for shares sold






326,573

   TOTAL ASSETS






165,400,286

Liabilities:
Payable for investments purchased
$ 7,873,167
Payable for shares redeemed
1,764,816
Payable for distribution services fee (Note 5)
35,121
Payable for shareholder services fee (Note 5)
78,610
Accrued expenses


108,195





   TOTAL LIABILITIES






9,859,909

Net assets for 14,797,477 shares outstanding





$
155,540,377

Net Assets Consist of:
Paid-in capital
$ 549,875,379
Net unrealized appreciation of investments
9,051,318
Accumulated net realized loss on investments
(402,719,137 )
Accumulated net investment income (loss)






(667,183
)
   TOTAL NET ASSETS





$
155,540,377

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
Net asset value per share ($2,632,993 ÷ 247,959 shares outstanding), no par value, unlimited shares authorized






$10.62

Offering price per share






$10.62

Redemption proceeds per share






$10.62

Class A Shares:
Net asset value per share ($100,669,059 ÷ 9,560,368 shares outstanding), no par value, unlimited shares authorized






$10.53

Offering price per share (100/94.50 of $10.53) 1






$11.14

Redemption proceeds per share






$10.53

Class B Shares:
Net asset value per share ($35,494,580 ÷ 3,365,945 shares outstanding), no par value, unlimited shares authorized






$10.55

Offering price per share






$10.55

Redemption proceeds per share (94.50/100 of $10.55) 1






$9.97

Class C Shares:
Net asset value per share ($16,743,745 ÷ 1,623,205 shares outstanding), no par value, unlimited shares authorized






$10.32

Offering price per share






$10.32

Redemption proceeds per share (99.00/100 of $10.32) 1






$10.22

1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Six Months Ended January 31, 2008 (unaudited)

Investment Income:
         
Dividends (including $50,203 received from an affiliated issuer (Note 5))









$
769,609

Expenses:
Investment adviser fee (Note 5)
$ 605,860
Administrative personnel and services fee (Note 5)
135,737
Custodian fees
8,931
Transfer and dividend disbursing agent fees and expenses
230,597
Directors'/Trustees' fees
762
Auditing fees
11,386
Legal fees
9,135
Portfolio accounting fees
41,870
Distribution services fee--Class B Shares (Note 5)
160,784
Distribution services fee--Class C Shares (Note 5)
67,478
Shareholder services fee--Class A Shares (Note 5)
122,438
Shareholder services fee--Class B Shares (Note 5)
53,595
Shareholder services fee--Class C Shares (Note 5)
21,600
Account administration fee - Class A Shares
739
Account administration fee - Class C Shares
180
Share registration costs
34,787
Printing and postage
32,929
Insurance premiums
3,055
Interest expense
210
Miscellaneous






3,045





   TOTAL EXPENSES






1,545,118





Waivers and Reimbursement (Note 5):
Waiver/reimbursement of investment adviser fee
$ (81,484 )
Waiver of administrative personnel and services fee


(26,842
)








   TOTAL WAIVERS AND REIMBURSEMENT






(108,326
)




Net expenses










1,436,792

Net investment income (loss)










(667,183
)
Realized and Unrealized Gain (Loss) on Investments:
Net realized loss on investments
(9,596,269 )
Net change in unrealized appreciation of investments










4,501,593

Net realized and unrealized loss on investments










(5,094,676
)
Change in net assets resulting from operations









$
(5,761,859
)

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


   

Six Months
Ended
(unaudited)
1/31/2008


   

Year Ended
7/31/2007


Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)
$ (667,183 ) $ (237,143 )
Net realized gain (loss) on investments
(9,596,269 ) 21,083,611
Net change in unrealized appreciation/depreciation of investments


4,501,593



(22,417,969
)
   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


(5,761,859
)


(1,571,501
)
Distributions to Shareholders:
Distributions from net realized gain on investments
Institutional Shares
(257,727 ) (7,447 )
Class A Shares
(11,660,462 ) (6,679 )
Class B Shares
(4,329,484 ) - --
Class C Shares


(2,139,318
)


(2,090
)
   CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS


(18,386,991
)


(16,216
)
Share Transactions:
Proceeds from sale of shares
43,640,298 15,014,670
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
15,708,083 12,437
Cost of shares redeemed


(31,604,518
)


(6,430,649
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


27,743,863



152,897,999

Redemption fees


- --



303

Change in net assets


3,595,013



151,310,585

Net Assets:
Beginning of period


151,945,364



634,779

End of period (including accumulated net investment income (loss) of $(667,183) and $0, respectively)

$
155,540,377


$
151,945,364

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2008 (unaudited)

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 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
Appreciation 1

   
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

In calculating its net asset value (NAV), the Fund generally values investments as follows:

  • Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
  • Shares of other mutual funds are valued based upon their reported NAVs.
  • Derivative contracts listed on exchanges are valued at their reported settlement or closing price.
  • Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (the "Trustees").
  • Fixed-income securities acquired with remaining maturities greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Trustees.
  • Fixed-income securities acquired with remaining maturities of 60 days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium).

If the Fund cannot obtain a price or price evaluation from a pricing service for an investment, the Fund may attempt to value the investment based upon the mean of bid and asked quotations or fair value the investment based on price evaluations, from one or more dealers. If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, the Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund's NAV.

Fair Valuation and Significant Events Procedures

The Trustees have authorized the use of pricing services to provide evaluations of the current fair value of certain investments for purposes of calculating the NAV. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers, and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a "bid" evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a "mid" evaluation). The Fund normally uses bid evaluations for U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for other types of fixed-income securities and OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

  • With respect to securities traded in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures or options contracts;
  • With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets;
  • Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
  • Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry.

The Trustees have approved the use of a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Fund will determine the fair value of the investment using another method approved by the Trustees.

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 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 account administration, 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. The Fund adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes," on January 31, 2008. As of and during the period ended January 31, 2008, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. As of January 31, 2008, tax years 2004 through 2007 remain subject to examination by the Fund's major tax jurisdictions, which include the United States of America and the state of Massachusetts.

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:


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Institutional Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
103,847 $ 1,258,460 118,282 $ 1,376,167
Shares issued to shareholders in payment of distributions declared
16,469
193,018 644 7,254
Shares redeemed

(19,754
)


(257,408
)

(1,456
)


(17,389
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

100,562


$
1,194,070


117,470


$
1,366,032


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Class A Shares:

Shares

   

Amount

   
Shares

   

Amount

Shares sold
2,530,644 $ 31,197,639 598,688 $ 7,229,781
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
882,581
10,255,594 405 4,547
Shares redeemed

(1,181,106
)


(13,927,340
)

(306,231
)


(3,782,665
)
   NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

2,232,119


$
27,525,893


7,310,299


$
89,553,850


   
Six Months Ended
1/31/2008

   
Period Ended
7/31/2007 1

Class B Shares:

Shares



Amount


Shares



Amount

Shares sold
264,232 $ 3,166,288 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 issued to shareholders in payment of distributions declared
344,460
4,012,963 - -- - --
Shares redeemed

(1,095,653
)


(13,369,354
)

(194,209
)


(2,424,626
)
   NET CHANGE RESULTING FROM CLASS B SHARE TRANSACTIONS

(486,961
)

$
(6,190,103
)

3,852,906


$
47,522,550


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Class C Shares:

Shares



Amount


Shares



Amount

Shares sold
676,589 $ 8,017,911 486,056 $ 5,933,215
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
109,439
1,246,508 57 636
Shares redeemed

(367,483
)


(4,050,416
)

(17,323
)


(205,969
)
   NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

418,545


$
5,214,003


1,190,111


$
14,455,567

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS

2,264,265



$
27,743,863


12,470,786


$
152,897,999

1 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, will not be 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, the redemption fees for Institutional Shares, Class A Shares and Class C Shares amounted to $99, $152 and $52, respectively.

4. FEDERAL TAX INFORMATION

At January 31, 2008, the cost of investments for federal tax purposes was $149,181,314. The net unrealized appreciation of investments for federal tax purposes was $9,051,318. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $14,365,661 and net unrealized depreciation from investments for those securities having an excess of cost over value of $5,314,343.

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.

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 and subject to the terms described in the Expense Limitation note, the Adviser may voluntarily choose to waive any portion of its fee. The Adviser can modify or terminate this voluntary waiver at any time at its sole discretion. For the six months ended January 31, 2008, the Adviser waived $80,555, of its fee.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services 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. Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose to waive any portion of its fee. FAS can modify or terminate this voluntary waiver at any time at its sole discretion. For the six months ended January 31, 2008, the net fee paid to FAS was 0.135% of average daily net assets of the Fund. FAS waived $26,842 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 at 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%

Subject to terms described in the Expense Limitation note, FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the six months ended January 31, 2008, FSC retained $25,973 of fees paid by the Fund. On November 15, 2007, the Fund's Trustees approved an amendment to the Plan to reduce the distribution services fee for the Fund's Class A Shares from 0.25% to 0.05%. The amendment to the Plan will become effective for the Fund on March 31, 2008. For the six months ended January 31, 2008, the Fund's Class A Shares did not incur a distribution services fee.

Sales Charges

For the six months ended January 31, 2008, FSC retained $10,438 in sales charges from the sale of Class A Shares. FSC also retained $390 and $567 of contingent deferred sales charges relating to redemptions of Class A Shares and 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, 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. A financial intermediary affiliated with management of Federated Investors, Inc. received $20,550 of Service Fees for the six months ended January 31, 2008. Subject to the terms described in the Expense Limitation note, FSSC may voluntarily reimburse the Fund for shareholder services fees. This voluntary reimbursement can be modified or terminated at any time. For the six months ended January 31, 2008, FSSC received $2,354 of 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 (as shown in the financial highlights) 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 six months ended January 31, 2008, the Adviser reimbursed $929. Transactions with the affiliated company during the six months ended January 31, 2008 are as follows:

Affiliate
   
Balance of
Shares Held
7/31/2007

   
Purchases/
Additions

   
Sales/
Reductions

   
Balance of
Shares Held
1/31/2008

   
Value
   
Dividend
Income

Prime Value Obligations Fund, Institutional Shares

2,729,873

34,238,035

33,936,754

3,031,154

$3,031,154

$50,203

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the six months ended January 31, 2008, were as follows:

Purchases
   
$
294,517,801
Sales

$
284,040,322

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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 September 2006, the Financial Accounting Standards Board 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 has concluded that the adoption of FAS 157 is not expected to have a material impact on the Fund's net assets or results of operations.

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. In addition, the Board was informed by the Adviser that, for the same period, the Fund underperformed its benchmark index. 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.

IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY

In an effort to reduce costs and avoid duplicate mailings, the Fund(s) intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund(s) resides (so-called "householding"), as permitted by applicable rules. The Fund's "householding" program covers its/their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Fund is also permitted to treat a shareholder as having given consent ("implied consent") if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to "household" at least sixty (60) days before it begins "householding" and (iii) none of the shareholders in the household have notified the Fund(s) or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R882

36356 (3/08)

Federated is a registered mark of Federated Investors, Inc. 2008 (c)Federated Investors, Inc.

Federated
World-Class Investment Manager

Federated MDT Mid Cap Growth Fund

Established 2005

A Portfolio of Federated MDT Series


SEMI-ANNUAL SHAREHOLDER REPORT

January 31, 2008

Class A Shares
Class C Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
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
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 - Class A Shares

(For a Share Outstanding Throughout Each Period)


   
Six Months
Ended
(unaudited)
1/31/2008

   
   
Year Ended
7/31/2007

1
   
Period
Ended
7/31/2006

2
Net Asset Value, Beginning of Period
$13.05 $10.67 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.07 ) 3 (0.11 ) 3 (0.09 ) 3
Net realized and unrealized gain (loss) on investments

(0.14
)

2.81


0.76

   TOTAL FROM INVESTMENT OPERATIONS

(0.21
)

2.70


0.67

Less Distributions:
Distributions from net realized gain on investments

(0.12
)

(0.32
)

- --

Redemption fees

- --


0.00
4

- --

Net Asset Value, End of Period

$12.72


$13.05


$10.67

Total Return 5

(1.68
)%

25.67
%

6.70
%
Ratios to Average Net Assets:









Net expenses

1.50
% 6

1.50
%

2.02
% 6
Net investment income (loss)

(0.96
)% 6

(0.88
)%

(0.92
)% 6
Expense waiver/reimbursement 7

4.46
% 6

15.03
%

27.33
% 6
Supplemental Data:









Net assets, end of period (000 omitted)

$10,354


$6,446


$104

Portfolio turnover

92
%

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 Fund's 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)


   
Six Months
Ended
(unaudited)
1/31/2008

   
   
Year Ended
7/31/2007

1
   
Period
Ended
7/31/2006

2
Net Asset Value, Beginning of Period
$12.86 $10.60 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.12 ) 3 (0.19 ) 3 (0.17 ) 3
Net realized and unrealized gain (loss) on investments

(0.13
)

2.77


0.77

   TOTAL FROM INVESTMENT OPERATIONS

(0.25
)

2.58


0.60

Less Distributions:
Distributions from net realized gain on investments

(0.12
)

(0.32
)

- --

Redemption fees

- --


0.00
4

- --

Net Asset Value, End of Period

$12.49


$12.86


$10.60

Total Return 5

(2.02
)%

24.69
%

6.00
%
Ratios to Average Net Assets:









Net expenses

2.24
% 6

2.25
%

2.77
% 6
Net investment income (loss)

(1.76
)% 6

(1.56
)%

(1.67
)% 6
Expense waiver/reimbursement 7

4.32
% 6

26.77
%

27.33
% 6
Supplemental Data:









Net assets, end of period (000 omitted)

$521


$123


$6

Portfolio turnover

92
%

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 Fund's 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 costs: (1) transaction costs, including sales charges (loads) on purchase or redemption payments and (2) ongoing costs, including management fees and 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 August 1, 2007 to January 31, 2008.

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
8/1/2007

   
Ending
Account Value
1/31/2008

   
Expenses Paid
During Period 1

Actual:






Class A Shares

$1,000

$ 983.20

$ 7.48
Class C Shares

$1,000

$ 979.80

$11.15
Hypothetical (assuming a 5% return before expenses):






Class A Shares

$1,000

$1,017.60

$ 7.61
Class C Shares

$1,000

$1,013.88

$11.34

1 Expenses are equal to the Fund's annualized net expense ratios, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The annualized net expense ratios are as follows:

Class A Shares
   
1.50%
Class C Shares

2.24%

Portfolio of Investments Summary Table

At January 31, 2008, the Fund's industry composition 1 was as follows:

Industry
   
Percentage of
Total Net Assets

Financial Services

7.7
%
Services to Medical Professionals

6.2
%
Undesignated Consumer Cyclicals

5.8
%
Defense Aerospace

4.7
%
Plastic Containers

4.6
%
Defense Electronics

4.3
%
Commodity Chemicals

4.3
%
Securities Brokerage

4.1
%
Miscellaneous Components

4.0
%
Internet Services

3.6
%
Biotechnology

3.4
%
Steam Generation Machinery

2.7
%
Auto Original Equipment Manufacturer

2.6
%
Oil Service, Explore & Drill

2.5
%
Metal Fabrication

2.4
%
Cosmetics & Toiletries

2.4
%
Other Communications Equipment

2.3
%
Toys & Games

2.2
%
Mutual Fund Adviser

2.2
%
Medical Technology

2.1
%
Machine Tools

2.0
%
Electrical Equipment

2.0
%
Software Packaged/Custom

1.7
%
Specialty Retailing

1.6
%
Miscellaneous Machinery

1.6
%
Generic Drugs

1.3
%
Multi-Industry Capital Goods

1.1
%
Semiconductor Manufacturing

1.1
%
Oil Well Supply

1.1
%
Construction Machinery

1.1
%
Office Equipment

1.1
%
Auto Manufacturing

1.0
%
Other 2

8.0
%
Cash Equivalents 3

1.6
%
Other Assets and Liabilities--Net 4

(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 Fund's 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

January 31, 2008 (unaudited)

Shares
   

   

Value
COMMON STOCKS--98.8%
Advertising--0.3%
733 Omnicom Group, Inc.

$
33,256

Apparel--0.1%
260 Guess ?, Inc.


9,701

Auto Manufacturing--1.0%
17,751 1 Ford Motor Co.


117,867

Auto Original Equipment Manufacturer--2.6%
2,607 1 AutoZone, Inc.


315,134

Biotechnology--3.4%
866 1 Genzyme Corp.
67,661
7,263 1 OSI Pharmaceuticals, Inc.
289,648
2,228 1 Vertex Pharmaceuticals, Inc.


45,362

   TOTAL


402,671

Book Publishing--0.9%
2,842 Wiley (John) & Sons, Inc., Class A


112,032

Building Materials--0.3%
994 Lennox International, Inc.


36,937

Commodity Chemicals--4.3%
12,995 Celanese Corp.
483,154
1,434 RPM, Inc.


31,032

   TOTAL


514,186

Computer Networking--0.2%
830 1 Juniper Networks, Inc.


22,535

Computer Peripherals--0.4%
1,731 1 NVIDIA Corp.


42,565

Construction Machinery--1.1%
3,324 Manitowoc, Inc.


126,711

Contracting--0.5%
48 Harsco Corp.
2,732
770 1 Jacobs Engineering Group, Inc.


58,859

   TOTAL


61,591

Shares
   

   

Value
COMMON STOCKS--continued
Cosmetics & Toiletries--2.4%
8,306 Avon Products, Inc.

$
290,876

Defense Aerospace--4.7%
1,203 1 Alliant Techsystems, Inc.
127,338
6,926 Goodrich (B.F.) Co.


433,221

   TOTAL


560,559

Defense Electronics--4.3%
4,150 1 FLIR Systems, Inc.
125,662
1,900 1 First Solar, Inc.
345,363
592 Rockwell Collins


37,414

   TOTAL


508,439

Discount Department Stores--0.2%
788 TJX Cos., Inc.


24,869

Electric Utility--0.6%
4,252 CenterPoint Energy, Inc.


68,075

Electrical Equipment--2.0%
4,363 AMETEK, Inc.
192,147
930 Hubbell, Inc., Class B


44,342

   TOTAL


236,489

Ethical Drugs--0.7%
2,763 1 Sepracor, Inc.


78,027

Financial Services--7.7%
2,261 Blackrock, Inc.
499,907
7,858 Janus Capital Group, Inc.
212,245
1,020 Mastercard, Inc.


211,140

   TOTAL


923,292

Furniture--0.1%
332 Tempur-Pedic International, Inc.


6,580

Generic Drugs--1.3%
9,437 1 Warner Chilcott Ltd., Class A


159,957

Home Products--0.4%
861 Church and Dwight, Inc.


45,823

Hospitals--0.5%
5,761 1 Tenet Healthcare Corp.
25,521
716 1 VCA Antech, Inc.


27,681

   TOTAL


53,202

Shares
   

   

Value
COMMON STOCKS--continued
Internet Services--3.6%
577 1 Amazon.com, Inc.
$ 44,833
3,561 1 Priceline.com, Inc.


386,440

   TOTAL


431,273

Iron Ore Production--0.2%
193 Cleveland Cliffs, Inc.


19,655

Machine Tools--2.0%
606 Lincoln Electric Holdings
37,360
2,074 1 Mettler Toledo International, Inc.


205,948

   TOTAL


243,308

Medical Supplies--0.1%
228 1 Kinetic Concepts, Inc.


11,350

Medical Technology--2.1%
902 1 Intuitive Surgical, Inc.
229,108
612 1 St. Jude Medical, Inc.


24,792

   TOTAL


253,900

Metal Containers--0.3%
791 Ball Corp.


36,299

Metal Fabrication--2.4%
2,563 Precision Castparts Corp.


291,669

Miscellaneous Machinery--1.6%
1,865 Cooper Industries Ltd., Class A
83,067
1,406 MSC Industrial Direct Co.
57,744
836 Rockwell Automation, Inc.


47,669

   TOTAL


188,480

Miscellaneous Components--4.0%
12,067 Amphenol Corp., Class A


481,956

Multi-Industry Capital Goods--1.1%
2,428 Textron Inc.


136,089

Multi-Line Insurance--0.2%
453 CIGNA Corp.


22,269

Mutual Fund Adviser--2.2%
466 1 Affiliated Managers Group
45,813
6,523 Waddell & Reed Financial, Inc., Class A


216,433

   TOTAL


262,246

Shares
   

   

Value
COMMON STOCKS--continued
Office Equipment--1.1%
3,430 Pitney Bowes, Inc.

$
125,881

Office Furniture--0.2%
717 Miller Herman, Inc.


22,786

Oil Service, Explore & Drill--2.5%
6,402 1 McDermott International, Inc.


302,046

Oil Well Supply--1.1%
698 1 Cameron International Corp.
28,102
280 1 FMC Technologies, Inc.
13,485
1,419 1 National-Oilwell, Inc.


85,466

   TOTAL


127,053

Other Communications Equipment--2.3%
4,949 Harris Corp.


270,661

Plastic Containers--4.6%
10,979 1 Owens-Illinois, Inc.


553,342

Pollution Control--0.0%
89 1 Stericycle, Inc.


5,274

Securities Brokerage--4.1%
26,247 1 TD Ameritrade Holding Corp.


492,394

Semiconductor Distribution--0.0%
87 1 Avnet, Inc.


3,098

Semiconductor Manufacturing--1.1%
1,793 1 MEMC Electronic Materials, Inc.


128,128

Services to Medical Professionals--6.2%
3,917 1 Coventry Health Care, Inc.
221,624
6,735 1 Express Scripts, Inc., Class A
454,545
220 1 Health Net, Inc.
10,228
638 1 Humana, Inc.


51,231

   TOTAL


737,628

Software Packaged/Custom--1.7%
2,758 1 Ansys, Inc.
96,282
3,199 1 BMC Software, Inc.


102,496

   TOTAL


198,778

Shares
   

   

Value
COMMON STOCKS--continued
Specialty Retailing--1.6%
2,416 Abercrombie & Fitch Co., Class A

$
192,531

Steam Generation Machinery--2.7%
4,734 1 Foster Wheeler Ltd.


324,137

Telecommunication Equipment & Services--0.8%
1,478 1 Amdocs Ltd.
48,907
586 1 Anixter International, Inc.


41,055

   TOTAL


89,962

Telephone Utility--0.0%
39 Telephone and Data System, Inc.


2,057

Toys & Games--2.2%
9,506 1 Marvel Entertainment, Inc.


268,069

Truck Manufacturing--0.4%
890 Cummins, Inc.


42,969

Undesignated Consumer Cyclicals--5.8%
5,396 1 Apollo Group, Inc., Class A
430,277
1,644 DeVRY, Inc.
90,732
1,847 1 ITT Educational Services, Inc.


168,723

   TOTAL


689,732

Undesignated Consumer Staples--0.6%
3,809 Block (H&R), Inc.


73,399

   TOTAL COMMON STOCKS (IDENTIFIED COST $11,298,922)


11,779,793

MUTUAL FUND--1.6%
195,674 2,3 Prime Value Obligations Fund, Institutional Shares, 4.22%
(AT NET ASSET VALUE)


195,674

   TOTAL INVESTMENTS--100.4%
(IDENTIFIED COST $11,494,596) 4



11,975,467

   OTHER ASSETS AND LIABILITIES - NET--(0.4)% 5


(46,506
)
   TOTAL NET ASSETS--100%

$
11,928,961

1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 Also represents cost for federal tax purposes.

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

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2008.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

January 31, 2008 (unaudited)

Assets:
      
Total investments in securities, at value including $195,674 of investments in an affiliated issuer (Note 5) (identified cost $11,494,596)
$ 11,975,467
Income receivable
1,710
Receivable for investments sold
153,770
Receivable for shares sold
16,855
Prepaid expense





9,277

   TOTAL ASSETS





12,157,079

Liabilities:
Payable for investments purchased
$ 220,235
Payable for shares redeemed
1,288
Payable for Directors'/Trustees' fees
72
Payable for distribution services fee (Note 5)
314
Payable for shareholder services fee (Note 5)


6,209




   TOTAL LIABILITIES





228,118

Net assets for 938,129 shares outstanding




$
11,928,961

Net Assets Consist of:
Paid-in capital
$ 12,072,906
Net unrealized appreciation of investments
480,871
Accumulated net realized loss on investments
(576,518 )
Accumulated net investment income (loss)





(48,298
)
   TOTAL NET ASSETS




$
11,928,961

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
Net asset value per share ($1,054,470 ÷ 82,465 shares outstanding), no par value, unlimited shares authorized





$12.79

Offering price per share





$12.79

Redemption proceeds per share





$12.79

Class A Shares:
Net asset value per share ($10,353,517 ÷ 813,952 shares outstanding), no par value, unlimited shares authorized





$12.72

Offering price per share (100/94.50 of $12.72) 1





$13.46

Redemption proceeds per share





$12.72

Class C Shares:
Net asset value per share ($520,974 ÷ 41,712 shares outstanding), no par value, unlimited shares authorized





$12.49

Offering price per share





$12.49

Redemption proceeds per share (99.00/100 of $12.49) 1





$12.37

1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Six Months Ended January 31, 2008 (unaudited)

Investment Income:
         
Dividends (including $4,756 received from an affiliated issuer (Note 5))









$
26,654

Expenses:
Investment adviser fee (Note 5)
$ 44,988
Administrative personnel and services fee (Note 5)
115,628
Custodian fees
7,705
Transfer and dividend disbursing agent fees and expenses
26,364
Directors'/Trustees' fees
758
Auditing fees
11,386
Legal fees
6,285
Portfolio accounting fees
35,643
Distribution services fee--Class C Shares (Note 5)
1,098
Shareholder services fee--Class A Shares (Note 5)
11,021
Shareholder services fee--Class C Shares (Note 5)
349
Share registration costs
26,048
Printing and postage
7,038
Insurance premiums
3,054
Miscellaneous






570





   TOTAL EXPENSES






297,935





Waivers and Reimbursements (Note 5):
Waiver/reimbursement of investment adviser fee
$ (44,988 )
Waiver of administrative personnel and services fee
(22,573 )
Reimbursement of other operating expenses


(155,422
)








   TOTAL WAIVERS AND REIMBURSEMENTS






(222,983
)




Net expenses










74,952

Net investment income (loss)










(48,298
)
Realized and Unrealized Gain (Loss) on Investments:
Net realized loss on investments
(568,810 )
Net change in unrealized appreciation of investments










96,711

Net realized and unrealized loss on investments










(472,099
)
Change in net assets resulting from operations









$
(520,397
)

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


   

Six Months
Ended
(unaudited)
1/31/2008


   


Year Ended
7/31/2007


Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)
$ (48,298 ) $ (19,120 )
Net realized gain (loss) on investments
(568,810 ) 127,473
Net change in unrealized appreciation/depreciation of investments


96,711



379,049

   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


(520,397
)


487,402

Distributions to Shareholders:
Distributions from net realized gain on investments
Institutional Shares
(10,164 ) (8,652 )
Class A Shares
(99,042 ) (8,228 )
Class C Shares


(4,334
)


(431
)
   CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS


(113,540
)


(17,311
)
Share Transactions:
Proceeds from sale of shares
5,798,313 7,320,573
Net asset value of shares issued to shareholders in payment of distributions declared
104,454 16,366
Cost of shares redeemed


(616,932
)


(865,450
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


5,285,835



6,471,489

Redemption fees


- --



470

Change in net assets


4,651,898



6,942,050

Net Assets:
Beginning of period


7,277,063



335,013

End of period (including accumulated net investment income (loss) of $(48,298) and $0, respectively)

$
11,928,961


$
7,277,063

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2008 (unaudited)

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

In calculating its net asset value (NAV), the Fund generally values investments as follows:

  • Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
  • Shares of other mutual funds are valued based upon their reported NAVs.
  • Derivative contracts listed on exchanges are valued at their reported settlement or closing price.
  • Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (the "Trustees").
  • Fixed-income securities acquired with remaining maturities greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Trustees.
  • Fixed-income securities acquired with remaining maturities of 60 days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium).

If the Fund cannot obtain a price or price evaluation from a pricing service for an investment, the Fund may attempt to value the investment based upon the mean of bid and asked quotations or fair value the investment based on price evaluations, from one or more dealers. If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, the Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund's NAV.

Fair Valuation and Significant Events Procedures

The Trustees have authorized the use of pricing services to provide evaluations of the current fair value of certain investments for purposes of calculating the NAV. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers, and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a "bid" evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a "mid" evaluation). The Fund normally uses bid evaluations for U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for other types of fixed-income securities and OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

  • With respect to securities traded in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures or options contracts;
  • With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets;
  • Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
  • Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry.

The Trustees have approved the use of a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Fund will determine the fair value of the investment using another method approved by the Trustees.

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 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. The Fund adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes", on January 31, 2008. As of and during the period ended January 31, 2008, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. As of January 31, 2008, tax years 2004 through 2007 remain subject to examination by the Fund's major tax jurisdictions, which include the United States of America and the state of Massachusetts.

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:


   
Six Months Ended
1/31/2008


   
Year Ended
7/31/2007


Institutional Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
40,122 $ 565,325 71,994 $ 904,172
Shares issued to shareholders in payment of distributions declared
266

3,800

738

8,505
Shares redeemed

(11,976
)


(152,687
)

(39,756
)


(518,903
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

28,412





$
416,438


32,976





$
393,774


   
Six Months Ended
1/31/2008


   
Year Ended
7/31/2007


Class A Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
346,163 $ 4,780,574 511,500 $ 6,300,790
Shares issued to shareholders in payment of distributions declared
6,900


98,193

659

7,566
Shares redeemed

(33,183
)


(442,959
)

(27,853
)


(342,042
)
   NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

319,880





$
4,435,808


484,306





$
5,966,314


   
Six Months Ended
1/31/2008


   
Year Ended
7/31/2007


Class C Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
33,591 $ 452,414 9,419 $ 115,611
Shares issued to shareholders in payment of distributions declared

176


2,461

26


295
Shares redeemed

(1,639
)


(21,286
)

(384
)


(4,505
)
   NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

32,128


$
433,589


9,061



$
111,401

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS


380,420





$
5,285,835




526,343





$
6,471,489


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, the redemption fees for Institutional Shares, Class A Shares and Class C Shares amounted to $194, $262 and $14, respectively.

4. FEDERAL TAX INFORMATION

At January 31, 2008, the cost of investments for federal tax purposes was $11,494,596. The net unrealized appreciation of investments for federal tax purposes was $480,871. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $878,102 and net unrealized depreciation from investments for those securities having an excess of cost over value of $397,231.

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 Name
   
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 and subject to the terms described in the Expense Limitation note, the Adviser may voluntarily choose to waive any portion of its fee and/or reimburse certain operating expenses of the Fund. The Adviser can modify or terminate this voluntary waiver and/or reimbursement at any time at its sole discretion. For the six months ended January 31, 2008, the Adviser waived $44,904 of its fee and reimbursed $155,422 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services 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 service contract. Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose to waive any portion of its fee. FAS can modify or terminate this voluntary waiver at any time at its sole discretion. For the six months ended January 31, 2008, the net fee paid to FAS was 1.86% of average daily net assets of the Fund. The Fund currently accrues the minimum administrative fee; therefore the percentage of average aggregate daily net assets is greater than the amounts represented in the chart above. FAS waived $22,573 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 at the following percentages of average daily net assets annually, to compensate FSC:

Share Class Name
   
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 Name
   
Percentage of Average Daily
Net Assets of Class

Class A Shares

0.25%
Class C Shares

1.00%

Subject to the terms described in the Expense Limitation note, FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the six months ended January 31, 2008, FSC retained $631 of fees paid by the Fund. On November 15, 2007, the Fund's Trustees approved an amendment to the Plan to reduce the distribution services fee for the Fund's Class A Shares from 0.25% to 0.05%. The amendment to the Plan will become effective for the Fund on March 31, 2008. For the six months ended January 31, 2008, the Fund's Class A Shares did not incur a distribution services fee.

Sales Charges

For the six months ended January 31, 2008, FSC retained $1,026 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. Subject to the terms described in the Expense Limitation note, FSSC may voluntarily reimburse the Fund for shareholder services fees. This voluntary reimbursement can be modified or terminated at any time. For the six months ended January 31, 2008, 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 (as shown in the financial highlights) 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 six months ended January 31, 2008, the Adviser reimbursed $84. Transactions with the affiliated company during the six months ended January 31, 2008 are as follows:

Affiliate
   
Balance of
Shares Held
7/31/2007

   
Purchases/
Additions

   
Sales/
Reductions

   
Balance of
Shares Held
1/31/2008

   
Value
   
Dividend
Income

Prime Value Obligations Fund, Institutional Shares

148,403

3,307,219

3,259,948

195,674

$195,674

$4,756

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the six months ended January 31, 2008, were as follows:

Purchases
   
$
14,083,444
Sales

$
9,055,818

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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 September 2006, the Financial Accounting Standards Board 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 has concluded that the adoption of FAS 157 is not expected to have a material impact on the Fund's net assets or results of operations.

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. In addition, the Board was informed by the Adviser that, for the same period, the Fund underperformed its benchmark index. 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.

IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY

In an effort to reduce costs and avoid duplicate mailings, the Fund(s) intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund(s) resides (so-called "householding"), as permitted by applicable rules. The Fund's "householding" program covers its/their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Fund is also permitted to treat a shareholder as having given consent ("implied consent") if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to "household" at least sixty (60) days before it begins "householding" and (iii) none of the shareholders in the household have notified the Fund(s) or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R874
Cusip 31421R866

36358 (3/08)

Federated is a registered mark of Federated Investors, Inc. 2008 (c)Federated Investors, Inc.

Federated
World-Class Investment Manager

Federated MDT Mid Cap Growth Fund

A Portfolio of Federated MDT Series



SEMI-ANNUAL SHAREHOLDER REPORT

January 31, 2008

Institutional Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
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
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)


   
Six Months
Ended
(unaudited)
1/31/2008


   
Year
Ended
7/31/2007

1
   
Period
Ended
7/31/2006

2
Net Asset Value, Beginning of Period
$13.10 $10.69 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.05 ) 3 (0.05 ) 3 (0.07 ) 3
Net realized and unrealized gain (loss) on investments

(0.14
)

2.77


0.76

   TOTAL FROM INVESTMENT OPERATIONS

(0.19
)

2.72


0.69

Less Distributions:
Distributions from net realized gain on investments

(0.12
)

(0.32
)

- --

Redemption fees

- --


0.01


- --

Net Asset Value, End of Period

$12.79


$13.10


$10.69

Total Return 4

(1.52
)%

25.90
%

6.90
%
Ratios to Average Net Assets:









Net expenses

1.25
% 5

1.25
%

1.77
% 5
Net investment income (loss)

(0.72
)% 5

(0.45
)%

(0.67
)% 5
Expense waiver/reimbursement 6

4.49
% 5

42.16
%

27.33
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$1,054


$708


$225

Portfolio turnover

92
%

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 Fund's 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 and 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 August 1, 2007 to January 31, 2008.

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
8/1/2007

   
Ending
Account Value
1/31/2008

   
Expenses Paid
During Period 1

Actual

$1,000

$ 984.80

$6.24
Hypothetical (assuming a 5% return before expenses)

$1,000

$1,018.85

$6.34

1 Expenses are equal to the Fund's annualized net expense ratio of 1.25%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Portfolio of Investments Summary Table

At January 31, 2008, the Fund's industry composition 1 was as follows:

Industry
   
Percentage of
Total Net Assets

Financial Services

7.7
%
Services to Medical Professionals

6.2
%
Undesignated Consumer Cyclicals

5.8
%
Defense Aerospace

4.7
%
Plastic Containers

4.6
%
Defense Electronics

4.3
%
Commodity Chemicals

4.3
%
Securities Brokerage

4.1
%
Miscellaneous Components

4.0
%
Internet Services

3.6
%
Biotechnology

3.4
%
Steam Generation Machinery

2.7
%
Auto Original Equipment Manufacturer

2.6
%
Oil Service, Explore & Drill

2.5
%
Metal Fabrication

2.4
%
Cosmetics & Toiletries

2.4
%
Other Communications Equipment

2.3
%
Toys & Games

2.2
%
Mutual Fund Adviser

2.2
%
Medical Technology

2.1
%
Machine Tools

2.0
%
Electrical Equipment

2.0
%
Software Packaged/Custom

1.7
%
Specialty Retailing

1.6
%
Miscellaneous Machinery

1.6
%
Generic Drugs

1.3
%
Multi-Industry Capital Goods

1.1
%
Semiconductor Manufacturing

1.1
%
Oil Well Supply

1.1
%
Construction Machinery

1.1
%
Office Equipment

1.1
%
Auto Manufacturing

1.0
%
Other 2

8.0
%
Cash Equivalents 3

1.6
%
Other Assets and Liabilities--Net 4

(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 Fund's 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

January 31, 2008 (unaudited)

Shares
   

   

Value
COMMON STOCKS--98.8%
Advertising--0.3%
733 Omnicom Group, Inc.

$
33,256

Apparel--0.1%
260 Guess ?, Inc.


9,701

Auto Manufacturing--1.0%
17,751 1 Ford Motor Co.


117,867

Auto Original Equipment Manufacturer--2.6%
2,607 1 AutoZone, Inc.


315,134

Biotechnology--3.4%
866 1 Genzyme Corp.
67,661
7,263 1 OSI Pharmaceuticals, Inc.
289,648
2,228 1 Vertex Pharmaceuticals, Inc.


45,362

   TOTAL


402,671

Book Publishing--0.9%
2,842 Wiley (John) & Sons, Inc., Class A


112,032

Building Materials--0.3%
994 Lennox International, Inc.


36,937

Commodity Chemicals--4.3%
12,995 Celanese Corp.
483,154
1,434 RPM, Inc.


31,032

   TOTAL


514,186

Computer Networking--0.2%
830 1 Juniper Networks, Inc.


22,535

Computer Peripherals--0.4%
1,731 1 NVIDIA Corp.


42,565

Construction Machinery--1.1%
3,324 Manitowoc, Inc.


126,711

Contracting--0.5%
48 Harsco Corp.
2,732
770 1 Jacobs Engineering Group, Inc.


58,859

   TOTAL


61,591

Shares
   

   

Value
COMMON STOCKS--continued
Cosmetics & Toiletries--2.4%
8,306 Avon Products, Inc.

$
290,876

Defense Aerospace--4.7%
1,203 1 Alliant Techsystems, Inc.
127,338
6,926 Goodrich (B.F.) Co.


433,221

   TOTAL


560,559

Defense Electronics--4.3%
4,150 1 FLIR Systems, Inc.
125,662
1,900 1 First Solar, Inc.
345,363
592 Rockwell Collins


37,414

   TOTAL


508,439

Discount Department Stores--0.2%
788 TJX Cos., Inc.


24,869

Electric Utility--0.6%
4,252 CenterPoint Energy, Inc.


68,075

Electrical Equipment--2.0%
4,363 AMETEK, Inc.
192,147
930 Hubbell, Inc., Class B


44,342

   TOTAL


236,489

Ethical Drugs--0.7%
2,763 1 Sepracor, Inc.


78,027

Financial Services--7.7%
2,261 Blackrock, Inc.
499,907
7,858 Janus Capital Group, Inc.
212,245
1,020 Mastercard, Inc.


211,140

   TOTAL


923,292

Furniture--0.1%
332 Tempur-Pedic International, Inc.


6,580

Generic Drugs--1.3%
9,437 1 Warner Chilcott Ltd., Class A


159,957

Home Products--0.4%
861 Church and Dwight, Inc.


45,823

Hospitals--0.5%
5,761 1 Tenet Healthcare Corp.
25,521
716 1 VCA Antech, Inc.


27,681

   TOTAL


53,202

Shares
   

   

Value
COMMON STOCKS--continued
Internet Services--3.6%
577 1 Amazon.com, Inc.
$ 44,833
3,561 1 Priceline.com, Inc.


386,440

   TOTAL


431,273

Iron Ore Production--0.2%
193 Cleveland Cliffs, Inc.


19,655

Machine Tools--2.0%
606 Lincoln Electric Holdings
37,360
2,074 1 Mettler Toledo International, Inc.


205,948

   TOTAL


243,308

Medical Supplies--0.1%
228 1 Kinetic Concepts, Inc.


11,350

Medical Technology--2.1%
902 1 Intuitive Surgical, Inc.
229,108
612 1 St. Jude Medical, Inc.


24,792

   TOTAL


253,900

Metal Containers--0.3%
791 Ball Corp.


36,299

Metal Fabrication--2.4%
2,563 Precision Castparts Corp.


291,669

Miscellaneous Machinery--1.6%
1,865 Cooper Industries Ltd., Class A
83,067
1,406 MSC Industrial Direct Co.
57,744
836 Rockwell Automation, Inc.


47,669

   TOTAL


188,480

Miscellaneous Components--4.0%
12,067 Amphenol Corp., Class A


481,956

Multi-Industry Capital Goods--1.1%
2,428 Textron Inc.


136,089

Multi-Line Insurance--0.2%
453 CIGNA Corp.


22,269

Mutual Fund Adviser--2.2%
466 1 Affiliated Managers Group
45,813
6,523 Waddell & Reed Financial, Inc., Class A


216,433

   TOTAL


262,246

Shares
   

   

Value
COMMON STOCKS--continued
Office Equipment--1.1%
3,430 Pitney Bowes, Inc.

$
125,881

Office Furniture--0.2%
717 Miller Herman, Inc.


22,786

Oil Service, Explore & Drill--2.5%
6,402 1 McDermott International, Inc.


302,046

Oil Well Supply--1.1%
698 1 Cameron International Corp.
28,102
280 1 FMC Technologies, Inc.
13,485
1,419 1 National-Oilwell, Inc.


85,466

   TOTAL


127,053

Other Communications Equipment--2.3%
4,949 Harris Corp.


270,661

Plastic Containers--4.6%
10,979 1 Owens-Illinois, Inc.


553,342

Pollution Control--0.0%
89 1 Stericycle, Inc.


5,274

Securities Brokerage--4.1%
26,247 1 TD Ameritrade Holding Corp.


492,394

Semiconductor Distribution--0.0%
87 1 Avnet, Inc.


3,098

Semiconductor Manufacturing--1.1%
1,793 1 MEMC Electronic Materials, Inc.


128,128

Services to Medical Professionals--6.2%
3,917 1 Coventry Health Care, Inc.
221,624
6,735 1 Express Scripts, Inc., Class A
454,545
220 1 Health Net, Inc.
10,228
638 1 Humana, Inc.


51,231

   TOTAL


737,628

Software Packaged/Custom--1.7%
2,758 1 Ansys, Inc.
96,282
3,199 1 BMC Software, Inc.


102,496

   TOTAL


198,778

Shares
   

   

Value
COMMON STOCKS--continued
Specialty Retailing--1.6%
2,416 Abercrombie & Fitch Co., Class A

$
192,531

Steam Generation Machinery--2.7%
4,734 1 Foster Wheeler Ltd.


324,137

Telecommunication Equipment & Services--0.8%
1,478 1 Amdocs Ltd.
48,907
586 1 Anixter International, Inc.


41,055

   TOTAL


89,962

Telephone Utility--0.0%
39 Telephone and Data System, Inc.


2,057

Toys & Games--2.2%
9,506 1 Marvel Entertainment, Inc.


268,069

Truck Manufacturing--0.4%
890 Cummins, Inc.


42,969

Undesignated Consumer Cyclicals--5.8%
5,396 1 Apollo Group, Inc., Class A
430,277
1,644 DeVRY, Inc.
90,732
1,847 1 ITT Educational Services, Inc.


168,723

   TOTAL


689,732

Undesignated Consumer Staples--0.6%
3,809 Block (H&R), Inc.


73,399

   TOTAL COMMON STOCKS (IDENTIFIED COST $11,298,922)


11,779,793

MUTUAL FUND--1.6%
195,674 2,3 Prime Value Obligations Fund, Institutional Shares, 4.22%
(AT NET ASSET VALUE)


195,674

   TOTAL INVESTMENTS--100.4%
(IDENTIFIED COST $11,494,596) 4



11,975,467

   OTHER ASSETS AND LIABILITIES - NET--(0.4)% 5


(46,506
)
   TOTAL NET ASSETS--100%

$
11,928,961

1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 Also represents cost for federal tax purposes.

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

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2008.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

January 31, 2008 (unaudited)

Assets:
      
Total investments in securities, at value including $195,674 of investments in an affiliated issuer (Note 5) (identified cost $11,494,596)
$ 11,975,467
Income receivable
1,710
Receivable for investments sold
153,770
Receivable for shares sold
16,855
Prepaid expense





9,277

   TOTAL ASSETS





12,157,079

Liabilities:
Payable for investments purchased
$ 220,235
Payable for shares redeemed
1,288
Payable for Directors'/Trustees' fees
72
Payable for distribution services fee (Note 5)
314
Payable for shareholder services fee (Note 5)


6,209




   TOTAL LIABILITIES





228,118

Net assets for 938,129 shares outstanding




$
11,928,961

Net Assets Consist of:
Paid-in capital
$ 12,072,906
Net unrealized appreciation of investments
480,871
Accumulated net realized loss on investments
(576,518 )
Accumulated net investment income (loss)





(48,298
)
   TOTAL NET ASSETS




$
11,928,961

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
Net asset value per share ($1,054,470 ÷ 82,465 shares outstanding), no par value, unlimited shares authorized





$12.79

Offering price per share





$12.79

Redemption proceeds per share





$12.79

Class A Shares:
Net asset value per share ($10,353,517 ÷ 813,952 shares outstanding), no par value, unlimited shares authorized





$12.72

Offering price per share (100/94.50 of $12.72) 1





$13.46

Redemption proceeds per share





$12.72

Class C Shares:
Net asset value per share ($520,974 ÷ 41,712 shares outstanding), no par value, unlimited shares authorized





$12.49

Offering price per share





$12.49

Redemption proceeds per share (99.00/100 of $12.49) 1





$12.37

1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Six Months Ended January 31, 2008 (unaudited)

Investment Income:
         
Dividends (including $4,756 received from an affiliated issuer (Note 5))









$
26,654

Expenses:
Investment adviser fee (Note 5)
$ 44,988
Administrative personnel and services fee (Note 5)
115,628
Custodian fees
7,705
Transfer and dividend disbursing agent fees and expenses
26,364
Directors'/Trustees' fees
758
Auditing fees
11,386
Legal fees
6,285
Portfolio accounting fees
35,643
Distribution services fee--Class C Shares (Note 5)
1,098
Shareholder services fee--Class A Shares (Note 5)
11,021
Shareholder services fee--Class C Shares (Note 5)
349
Share registration costs
26,048
Printing and postage
7,038
Insurance premiums
3,054
Miscellaneous






570





   TOTAL EXPENSES






297,935





Waivers and Reimbursements (Note 5):
Waiver/reimbursement of investment adviser fee
$ (44,988 )
Waiver of administrative personnel and services fee
(22,573 )
Reimbursement of other operating expenses


(155,422
)








   TOTAL WAIVERS AND REIMBURSEMENTS






(222,983
)




Net expenses










74,952

Net investment income (loss)










(48,298
)
Realized and Unrealized Gain (Loss) on Investments:
Net realized loss on investments
(568,810 )
Net change in unrealized appreciation of investments










96,711

Net realized and unrealized loss on investments










(472,099
)
Change in net assets resulting from operations









$
(520,397
)

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


   

Six Months
Ended
(unaudited)
1/31/2008


   


Year Ended
7/31/2007


Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)
$ (48,298 ) $ (19,120 )
Net realized gain (loss) on investments
(568,810 ) 127,473
Net change in unrealized appreciation/depreciation of investments


96,711



379,049

   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


(520,397
)


487,402

Distributions to Shareholders:
Distributions from net realized gain on investments
Institutional Shares
(10,164 ) (8,652 )
Class A Shares
(99,042 ) (8,228 )
Class C Shares


(4,334
)


(431
)
   CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS


(113,540
)


(17,311
)
Share Transactions:
Proceeds from sale of shares
5,798,313 7,320,573
Net asset value of shares issued to shareholders in payment of distributions declared
104,454 16,366
Cost of shares redeemed


(616,932
)


(865,450
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


5,285,835



6,471,489

Redemption fees


- --



470

Change in net assets


4,651,898



6,942,050

Net Assets:
Beginning of period


7,277,063



335,013

End of period (including accumulated net investment income (loss) of $(48,298) and $0, respectively)

$
11,928,961


$
7,277,063

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2008 (unaudited)

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

In calculating its net asset value (NAV), the Fund generally values investments as follows:

  • Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
  • Shares of other mutual funds are valued based upon their reported NAVs.
  • Derivative contracts listed on exchanges are valued at their reported settlement or closing price.
  • Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (the "Trustees").
  • Fixed-income securities acquired with remaining maturities greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Trustees.
  • Fixed-income securities acquired with remaining maturities of 60 days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium).

If the Fund cannot obtain a price or price evaluation from a pricing service for an investment, the Fund may attempt to value the investment based upon the mean of bid and asked quotations or fair value the investment based on price evaluations, from one or more dealers. If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, the Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund's NAV.

Fair Valuation and Significant Events Procedures

The Trustees have authorized the use of pricing services to provide evaluations of the current fair value of certain investments for purposes of calculating the NAV. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers, and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a "bid" evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a "mid" evaluation). The Fund normally uses bid evaluations for U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for other types of fixed-income securities and OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

  • With respect to securities traded in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures or options contracts;
  • With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets;
  • Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
  • Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry.

The Trustees have approved the use of a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Fund will determine the fair value of the investment using another method approved by the Trustees.

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 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. The Fund adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes", on January 31, 2008. As of and during the period ended January 31, 2008, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. As of January 31, 2008, tax years 2004 through 2007 remain subject to examination by the Fund's major tax jurisdictions, which include the United States of America and the state of Massachusetts.

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:


   
Six Months Ended
1/31/2008


   
Year Ended
7/31/2007


Institutional Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
40,122 $ 565,325 71,994 $ 904,172
Shares issued to shareholders in payment of distributions declared
266

3,800

738

8,505
Shares redeemed

(11,976
)


(152,687
)

(39,756
)


(518,903
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

28,412





$
416,438


32,976





$
393,774


   
Six Months Ended
1/31/2008


   
Year Ended
7/31/2007


Class A Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
346,163 $ 4,780,574 511,500 $ 6,300,790
Shares issued to shareholders in payment of distributions declared
6,900


98,193

659

7,566
Shares redeemed

(33,183
)


(442,959
)

(27,853
)


(342,042
)
   NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

319,880





$
4,435,808


484,306





$
5,966,314


   
Six Months Ended
1/31/2008


   
Year Ended
7/31/2007


Class C Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
33,591 $ 452,414 9,419 $ 115,611
Shares issued to shareholders in payment of distributions declared

176


2,461

26


295
Shares redeemed

(1,639
)


(21,286
)

(384
)


(4,505
)
   NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

32,128


$
433,589


9,061



$
111,401

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS


380,420





$
5,285,835




526,343





$
6,471,489


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, the redemption fees for Institutional Shares, Class A Shares and Class C Shares amounted to $194, $262 and $14, respectively.

4. FEDERAL TAX INFORMATION

At January 31, 2008, the cost of investments for federal tax purposes was $11,494,596. The net unrealized appreciation of investments for federal tax purposes was $480,871. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $878,102 and net unrealized depreciation from investments for those securities having an excess of cost over value of $397,231.

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 Name
   
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 and subject to the terms described in the Expense Limitation note, the Adviser may voluntarily choose to waive any portion of its fee and/or reimburse certain operating expenses of the Fund. The Adviser can modify or terminate this voluntary waiver and/or reimbursement at any time at its sole discretion. For the six months ended January 31, 2008, the Adviser waived $44,904 of its fee and reimbursed $155,422 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services 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 service contract. Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose to waive any portion of its fee. FAS can modify or terminate this voluntary waiver at any time at its sole discretion. For the six months ended January 31, 2008, the net fee paid to FAS was 1.86% of average daily net assets of the Fund. The Fund currently accrues the minimum administrative fee; therefore the percentage of average aggregate daily net assets is greater than the amounts represented in the chart above. FAS waived $22,573 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 at the following percentages of average daily net assets annually, to compensate FSC:

Share Class Name
   
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 Name
   
Percentage of Average Daily
Net Assets of Class

Class A Shares

0.25%
Class C Shares

1.00%

Subject to the terms described in the Expense Limitation note, FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the six months ended January 31, 2008, FSC retained $631 of fees paid by the Fund. On November 15, 2007, the Fund's Trustees approved an amendment to the Plan to reduce the distribution services fee for the Fund's Class A Shares from 0.25% to 0.05%. The amendment to the Plan will become effective for the Fund on March 31, 2008. For the six months ended January 31, 2008, the Fund's Class A Shares did not incur a distribution services fee.

Sales Charges

For the six months ended January 31, 2008, FSC retained $1,026 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. Subject to the terms described in the Expense Limitation note, FSSC may voluntarily reimburse the Fund for shareholder services fees. This voluntary reimbursement can be modified or terminated at any time. For the six months ended January 31, 2008, 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 (as shown in the financial highlights) 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 six months ended January 31, 2008, the Adviser reimbursed $84. Transactions with the affiliated company during the six months ended January 31, 2008 are as follows:

Affiliate
   
Balance of
Shares Held
7/31/2007

   
Purchases/
Additions

   
Sales/
Reductions

   
Balance of
Shares Held
1/31/2008

   
Value
   
Dividend
Income

Prime Value Obligations Fund, Institutional Shares

148,403

3,307,219

3,259,948

195,674

$195,674

$4,756

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the six months ended January 31, 2008, were as follows:

Purchases
   
$
14,083,444
Sales

$
9,055,818

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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 September 2006, the Financial Accounting Standards Board 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 has concluded that the adoption of FAS 157 is not expected to have a material impact on the Fund's net assets or results of operations.

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. In addition, the Board was informed by the Adviser that, for the same period, the Fund underperformed its benchmark index. 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.

IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY

In an effort to reduce costs and avoid duplicate mailings, the Fund(s) intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund(s) resides (so-called "householding"), as permitted by applicable rules. The Fund's "householding" program covers its/their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Fund is also permitted to treat a shareholder as having given consent ("implied consent") if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to "household" at least sixty (60) days before it begins "householding" and (iii) none of the shareholders in the household have notified the Fund(s) or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R858

36360 (3/08)

Federated is a registered mark of Federated Investors, Inc. 2008 (c)Federated Investors, Inc.

Federated
World-Class Investment Manager

Federated MDT Small Cap Core Fund

Established 2005

A Portfolio of Federated MDT Series

SEMI-ANNUAL SHAREHOLDER REPORT

January 31, 2008

Class A Shares
Class C Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
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
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 - Class A Shares

(For a Share Outstanding Throughout Each Period)


   
Six Months
Ended
(unaudited)
1/31/2008

   
   
Year Ended
7/31/2007

1
   
Period
Ended
7/31/2006

2
Net Asset Value, Beginning of Period
$13.22 $11.11 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.04 ) (0.10 ) 3 (0.13 ) 3
Net realized and unrealized gain (loss) on investments

(1.82
)

2.21


1.24

   TOTAL FROM INVESTMENT OPERATIONS

(1.86
)

2.11


1.11

Less Distributions:
Distributions from net realized gain on investments

(0.71
)

- --


- --

Net Asset Value, End of Period

$10.65


$13.22


$11.11

Total Return 4

(14.55
)%

18.99
%

11.10
%
Ratios to Average Net Assets:









Net expenses

1.75
% 5

1.75
%

2.01
% 5
Net investment income (loss)

(0.69
)% 5

(0.77
)%

(1.16
)% 5
Expense waiver/reimbursement 6

4.50
% 5

7.96
%

9.41
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$2,587


$2,414


$324

Portfolio turnover

123
%

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 Fund's 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)


   
Six Months
Ended
(unaudited)
1/31/2008


   
Year Ended
7/31/2007

1
   
Period
Ended
7/31/2006

2
Net Asset Value, Beginning of Period
$13.04 $11.05 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.09 ) (0.19 ) 3 (0.23 ) 3
Net realized and unrealized gain (loss) on investments

(1.77
)

2.18


1.28

   TOTAL FROM INVESTMENT OPERATIONS

(1.86
)

1.99


1.05

Less Distributions:
Distributions from net realized gain on investments

(0.71
)

- --


- --

Net Asset Value, End of Period

$10.47


$13.04


$11.05

Total Return 4

(14.76
)%

18.01
%

10.50
%
Ratios to Average Net Assets:









Net expenses

2.48
% 5

2.50
%

2.76
% 5
Net investment income (loss)

(1.43
)% 5

(1.52
)%

(1.91
)% 5
Expense waiver/reimbursement 6

4.50
% 5

8.63
%

9.41
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$2,744


$3,299


$1,505

Portfolio turnover

123
%

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 Fund's 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 and 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 August 1, 2007 to January 31, 2008.

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
8/1/2007

   
Ending
Account Value
1/31/2008

   
Expenses Paid
During Period 1

Actual:






Class A Shares

$1,000

$ 854.50

$ 8.16
Class C Shares

$1,000

$ 852.40

$11.55
Hypothetical (assuming a 5% return before expenses):






Class A Shares

$1,000

$1,016.34

$ 8.87
Class C Shares

$1,000

$1,012.67

$12.55

1 Expenses are equal to the Fund's annualized net expense ratios, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The annualized net expense ratios are as follows:

Class A Shares
   
1.75%
Class C Shares

2.48%

Portfolio of Investments Summary Table

At January 31, 2008, the Fund's industry composition 1 was as follows:

Industry
   
Percentage of
Total Net Assets

Securities Brokerage

5.4%
Regional Bank

4.5%
Clothing Stores

4.3%
Property Liability Insurance

3.4%
Financial Services

3.3%
Contracting

3.3%
Electrical Equipment

3.2%
Generic Drugs

3.0%
Shoes

3.0%
Offshore Driller

2.9%
Furniture

2.3%
Multi-Line Insurance

2.3%
Software Package/Custom

2.2%
Telecomm Equipment & Services

2.2%
Diversified Leisure

2.0%
Crude Oil & Gas Production

2.0%
Other Communications Equipment

1.9%
Commodity Chemicals

1.9%
Internet Services

1.9%
Undesignated Consumer Durables

1.9%
Computer Stores

1.8%
Home Products

1.8%
Semiconductor Manufacturing

1.7%
Restaurant

1.7%
Specialty Chemicals

1.6%
Undesignated Consumer Cyclicals

1.4%
Airline-Regional

1.3%
Defense Electronics

1.3%
Personnel Agency

1.2%

1 Except for 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.

Industry
   
Percentage of
Total Net Assets

Miscellaneous Communications

1.2%
Biotechnology

1.2%
Auto Original Equipment Manufacturers

1.2%
Oil Well Supply

1.2%
Defense Aerospace

1.1%
Specialty Machinery

1.1%
Metal Fabrication

1.0%
Office Supplies

1.0%
Insurance Brokerage

1.0%
Specialty Retailing

1.0%
Newspaper Publishing

1.0%
Other 2

16.2%
Other Assets and Liabilities--Net 3

1.1%
   TOTAL

100.0%

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

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

Portfolio of Investments

January 31, 2008 (unaudited)

Shares
   

   

Value
COMMON STOCKS--98.9%
Agricultural Machinery--0.6%
1,502 Lindsay Manufacturing Co.

$
91,652
Airline - Regional--1.3%
6,337 1 Alaska Air Group, Inc.
160,326
1,179 SkyWest, Inc.


30,678
   TOTAL


191,004
Aluminum--0.9%
2,058 Kaiser Aluminum Corp.


131,630
Apparel--0.1%
1,583 1 Maidenform Brands, Inc.


19,629
Auto Original Equipment Manufacturers--1.2%
5,171 American Axle & Manufacturing Holdings, Inc.
112,469
4,412 ArvinMeritor, Inc.


59,915
   TOTAL


172,384
Biotechnology--1.2%
920 1 Air Methods Corp.
42,210
2,340 1 Martek Biosciences Corp.
66,690
7,444 1 ViroPharma, Inc.


65,954
   TOTAL


174,854
Broadcasting--0.2%
2,545 Entercom Communication Corp.


31,329
Building Materials--0.2%
1,857 Apogee Enterprises, Inc.


32,405
Cellular Communications--0.2%
2,797 1 USA Mobility, Inc.


33,592
Cement--0.4%
1,988 1 Astec Industries, Inc.


61,370
Clothing Stores--4.3%
5,135 1 Aeropostale, Inc.
144,653
5,125 Christopher & Banks Corp.
65,446
9,617 1 Fossil, Inc.
326,786
2,128 1 Gymboree Corp.
81,332
634 1 Jos A. Bank Clothiers, Inc.


17,270
   TOTAL


635,487
Shares
   

   

Value
COMMON STOCKS--continued
Commercial Services & Supplies--0.1%
350 1 ICF International, Inc.

$
9,069
Commodity Chemicals--1.9%
1,795 Compass Minerals International, Inc.
76,144
1,797 Newmarket Corp.
96,822
5,287 Westlake Chemical Corp.


106,269
   TOTAL


279,235
Computer Peripherals--0.0%
211 1 Hutchinson Technology, Inc.


3,327
Computer Services--0.5%
877 1 Stanley, Inc.
24,451
1,342 1 Synnex Corp.
28,585
941 Syntel, Inc.


27,882
   TOTAL


80,918
Computer Stores--1.8%
7,904 1 Tech Data Corp.


271,740
Contracting--3.3%
11,835 1 Emcor Group, Inc.
259,542
6,484 1 Perini Corp.


226,616
   TOTAL


486,158
Cosmetics & Toiletries--0.2%
1,206 1 Helen of Troy Ltd.
20,502
1,834 1 Sally Beauty Holdings, Inc.


14,965
   TOTAL


35,467
Crude Oil & Gas Production--2.0%
4,439 Berry Petroleum Co., Class A
166,329
4,195 1 Bois d'Arc Energy, Inc.
80,334
1,017 1 Swift Energy Co.


43,884
   TOTAL


290,547
Defense Aerospace--1.1%
799 1 Ducommun, Inc.
25,248
2,627 Triumph Group, Inc.


141,858
   TOTAL


167,106
Defense Electronics--1.3%
6,216 1 FLIR Systems, Inc.


188,220
Shares
   

   

Value
COMMON STOCKS--continued
Diversified Leisure--2.0%
6,167 1 Bally Technologies, Inc.

$
293,796
Electrical Equipment--3.2%
3,351 1 EnerSys, Inc.
77,207
13,668 1 GrafTech International Ltd.
205,703
2,232 Robbins & Myers, Inc.
147,937
1,302 Smith (A.O.) Corp.


45,570
   TOTAL


476,417
Electronic Components--0.3%
3,244 Methode Electronics, Inc., Class A


39,317
Electronic Instruments--0.7%
3,979 1 Cymer, Inc.


107,473
Ethical Drugs--0.2%
1,037 1 KV Pharmaceutical Co., Class A
26,941
263 1 Sciele Pharma, Inc.


6,291
   TOTAL


33,232
Financial Services--3.3%
5,670 Deluxe Corp.
137,894
345 1 Dollar Financial Corp.
8,687
4,091 Greenhill & Co., Inc.
276,265
935 1 Huron Consulting Group, Inc.


67,152
   TOTAL


489,998
Furniture--2.3%
2,554 Ethan Allen Interiors, Inc.
79,046
12,996 Tempur-Pedic International, Inc.


257,581
   TOTAL


336,627
Generic Drugs--3.0%
11,137 Perrigo Co.
343,465
1,709 1 Xenoport, Inc.


104,864
   TOTAL


448,329
Greeting Cards--0.6%
1,530 American Greetings Corp., Class A
31,396
1,327 CSS Industries, Inc.
38,722
1,496 FTD Group, Inc.


19,044
   TOTAL


89,162
Shares
   

   

Value
COMMON STOCKS--continued
Home Products--1.8%
6,141 Blyth Industries, Inc.
$ 133,812
3,619 Tupperware Brands Corp.


133,903
   TOTAL


267,715
Industrial Machinery--0.7%
2,777 1 Columbus McKinnon Corp.
71,008
1,927 1 H&E Equipment Services, Inc.


32,007
   TOTAL


103,015
Insurance Brokerage--1.0%
4,338 AmTrust Financial Services, Inc.
68,107
1,518 Employers Holdings, Inc.
26,504
1,171 Life Partners Holdings, Inc.
23,748
795 Odyssey Re Holdings Corp.


30,194
   TOTAL


148,553
Internet Services--1.9%
10,180 1 NetFlix, Inc.
256,027
1,939 United Online, Inc.


21,659
   TOTAL


277,686
Life Insurance--0.3%
1,045 Delphi Financial Group, Inc., Class A
32,792
616 Phoenix Cos., Inc.


6,671
   TOTAL


39,463
Machine Tools--0.2%
808 1 Hurco Co., Inc.


29,549
Machined Parts Original Equipment Manufacturers--0.2%
758 Applied Industrial Technologies, Inc.


22,884
Medical Supplies--0.2%
681 1 Obagi Medical Products, Inc.
10,133
1,083 1 PetMed Express, Inc.


13,375
   TOTAL


23,508
Medical Technology--0.2%
825 1 Arthrocare Corp.


33,025
Metal Containers--0.2%
489 Greif, Inc., Class A


32,176
Shares
   

   

Value
COMMON STOCKS--continued
Metal Fabrication--1.0%
2,785 1 RTI International Metals

$
153,871
Mini-Mill Producer--0.6%
1,688 Schnitzer Steel Industries, Inc., Class A


95,642
Miscellaneous Communications--1.2%
3,299 1 Bankrate, Inc.


178,905
Miscellaneous Food Products--0.4%
1,960 1 Fresh Del Monte Produce, Inc.


62,798
Miscellaneous Components--0.6%
6,371 1 Kemet Corp.
33,193
2,112 1 Pericom Semiconductor Corp.
28,639
2,244 1 Zoran Corp.


26,479
   TOTAL


88,311
Multi-Industry Capital Goods--0.4%
1,373 1 Ceradyne, Inc.


66,110
Multi-Line Insurance--2.3%
381 FBL Financial Group, Inc., Class A
12,554
678 1 FPIC Insurance Group, Inc.
28,551
1,794 Harleysville Group, Inc.
63,956
990 Infinity Property & Casualty
39,471
540 1 Navigators Group, Inc.
31,174
34 Safety Insurance Group, Inc.
1,327
3,967 Zenith National Insurance Corp.


157,966
   TOTAL


334,999
Newspaper Publishing--1.0%
3,988 Lee Enterprises, Inc.
47,617
4,672 McClatchy Co., Class A
50,317
2,450 Media General, Inc., Class A


46,599
   TOTAL


144,533
Office Supplies--1.0%
1,949 1 Acco Brands Corp.
26,409
2,241 1 United Stationers, Inc.


123,838
   TOTAL


150,247
Shares
   

   

Value
COMMON STOCKS--continued
Offshore Driller--2.9%
5,137 1 Bristow Group, Inc.
$ 258,648
4,275 1 Hornbeck Offshore Services, Inc.


165,357
   TOTAL


424,005
Oil Refiner--0.7%
5,773 Alon USA Energy, Inc.


105,069
Oil Service, Explore & Drill--0.6%
833 1 Dawson Geophysical Co.
47,714
7,018 1 Parker Drilling Co.


48,775
   TOTAL


96,489
Oil Well Supply--1.2%
272 1 Dril-Quip, Inc.
13,203
1,029 Gulf Island Fabrication, Inc.
25,746
2,124 1 ICO, Inc.
20,582
1,620 Lufkin Industries, Inc.
85,649
742 1 Oil States International, Inc.


26,015
   TOTAL


171,195
Other Communications Equipment--1.9%
15,081 1 Skyworks Solutions, Inc.
121,402
849 1 Superior Essex, Inc.
20,418
8,906 1 Syniverse Holdings, Inc.


140,626
   TOTAL


282,446
Other Computer Hardware--0.2%
980 1 EMS Technologies, Inc.


26,930
Other Steel Producer--0.1%
1,055 Gibraltar Industries, Inc.


13,926
Packaged Foods--0.9%
7,150 1 Chiquita Brands International


133,562
Paint & Related Materials--0.4%
2,591 Fuller (H.B.) Co.


53,789
Paper Products--0.8%
5,052 1 Buckeye Technologies, Inc.
66,434
1,156 Neenah Paper, Inc.
31,328
962 Rock-Tenn Co.


27,504
   TOTAL


125,266
Shares
   

   

Value
COMMON STOCKS--continued
Personal Loans--0.2%
1,154 ASTA Funding, Inc.

$
24,084
Personnel Agency--1.2%
1,434 Administaff, Inc.
43,034
3,892 Maximus, Inc.


137,310
   TOTAL


180,344
Photo-Optical Computer-Equipment--0.2%
703 1 II-VI, Inc.


22,791
Plastic--0.3%
1,926 Schulman (A.), Inc.


39,271
Poultry Products--0.7%
3,233 Sanderson Farms, Inc.


108,661
Printing--0.2%
3,324 1 Valassis Communications, Inc.


31,777
Property Liability Insurance--3.4%
594 American Physicians Capital, Inc.
24,544
1,944 1 CNA Surety Corp.
34,662
1,047 1 First Mercury Financial Corp.
20,008
2,646 Horace Mann Educators Corp.
48,607
630 Nymagic, Inc.
14,773
3,573 1 ProAssurance Corp.
206,162
2,736 Selective Insurance Group, Inc.
65,418
1,202 State Auto Financial Corp.
33,572
1,484 United Fire & Casualty Co.


49,536
   TOTAL


497,282
Regional Bank--4.5%
4,884 Cathay Bancorp, Inc.
126,642
3,314 Central Pacific Financial Corp.
62,966
451 City Bank Lynwood, WA
9,877
1,073 City Holding Co.
41,225
563 Community Trust Bancorp, Inc.
16,276
3,812 Corus Bankshares, Inc.
48,489
1,880 First Community Bancorp
66,796
509 First Merchants Corp.
13,743
1,730 Frontier Financial Corp.
35,223
Shares
   

   

Value
COMMON STOCKS--continued
Regional Bank--continued
2,060 Hanmi Financial Corp.
$ 17,716
1,036 NBT Bancorp, Inc.
23,393
4,229 Pacific Capital Bancorp
90,923
422 Provident Bankshares Corp.
8,748
3,562 Trustmark Corp.
81,962
550 United Bankshares, Inc.


17,688
   TOTAL


661,667
Restaurant--1.7%
1,740 CBRL Group, Inc.
54,410
915 1 Chipotle Mexican Grill, Inc.
111,392
817 1 Green Mountain Coffee, Inc.
31,471
1,364 1 Red Robin Gourmet Burgers


47,576
   TOTAL


244,849
Savings & Loan--0.5%
1,592 BankUnited Financial Corp., Class A
9,441
2,469 Flagstar Bancorp, Inc.
20,369
453 Imperial Capital Bancorp, Inc.
9,178
1,577 PFF Bancorp, Inc.
19,728
338 WSFS Financial Corp.


18,015
   TOTAL


76,731
Securities Brokerage--5.4%
2,931 1 Fcstone Group, Inc.
129,990
7,750 1 Interactive Brokers Group, Inc., Class A
269,778
15,185 1 Knight Capital Group, Inc., Class A
254,349
5,134 OptionsXpress Holdings, Inc.


139,234
   TOTAL


793,351
Semiconductor Manufacturing--1.7%
842 1 Diodes, Inc.
19,492
3,780 1 Plexus Corp.
85,390
3,994 1 Silicon Laboratories, Inc.
124,773
762 1 Standard Microsystems Corp.


22,799
   TOTAL


252,454
Shares
   

   

Value
COMMON STOCKS--continued
Services to Medical Professionals--0.6%
2,702 1 Nighthawk Radiology Holdings, Inc.
$ 42,962
2,340 1 RehabCare Group, Inc.


49,117
   TOTAL


92,079
Shoes--3.0%
5,294 1 Crocs, Inc.
184,178
2,156 1 Deckers Outdoor Corp.


261,393
   TOTAL


445,571
Software Packaged/Custom--2.2%
1,225 1 Advent Software, Inc.
55,321
674 1 Ansoft Corp.
14,316
3,115 1 CSG Systems International, Inc.
39,747
1,679 1 Electronics for Imaging, Inc.
24,782
3,585 1 JDA Software Group, Inc.
63,777
523 1 ManTech International Corp., Class A
21,391
3,552 1 Solera Holdings, Inc.
80,950
1,995 1 Vignette Corp.


28,070
   TOTAL


328,354
Specialty Chemicals--1.6%
8,974 Hercules, Inc.
157,314
2,515 Koppers Holdings, Inc.


84,152
   TOTAL


241,466
Specialty Machinery--1.1%
1,752 Cascade Corp.
90,438
2,028 1 Gardner Denver, Inc.


65,788
   TOTAL


156,226
Specialty Retailing--1.0%
2,011 1 A.C. Moore Arts & Crafts, Inc.
24,092
1,733 Asbury Automotive Group, Inc.
24,574
612 Lithia Motors, Inc., Class A
9,357
1,657 Regis Corp. Minnesota
41,972
1,805 1 Rush Enterprises, Inc.
30,288
758 Sonic Automotive, Inc.


15,198
   TOTAL


145,481
Shares
   

   

Value
COMMON STOCKS--continued
Telecomm Equipment & Services--2.2%
6,818 1 ADC Telecommunications, Inc.
$ 100,838
1,656 1 Anixter International, Inc.
116,019
2,623 1 Mastec, Inc.
21,902
1,844 1 Oplink Communications, Inc.
23,548
374 Plantronics, Inc.
7,143
4,376 1 Premiere Global Services, Inc.


53,343
   TOTAL


322,793
Toys & Games--0.2%
984 1 JAKKS Pacific, Inc.


23,183
Truck Manufacturing--0.1%
1,619 1 Accuride Corp.


10,151
Trucking--0.3%
1,550 Arkansas Best Corp.
47,724
1 Celadon Group, Inc.


10
   TOTAL


47,734
Undesignated Consumer Cyclicals--1.4%
910 1 Parexel International Corp.
49,513
6,222 1 Rent-A-Center, Inc.
106,396
1,110 Speedway Motorsports, Inc.
33,689
1,602 1 Sykes Enterprises, Inc.


25,296
   TOTAL


214,894
Undesignated Consumer Durables--1.9%
6,574 Walter Industries, Inc.


275,582
   TOTAL INVESTMENTS--98.9%
(IDENTIFIED COST $15,486,349) 2



14,623,917
   OTHER ASSETS AND LIABILITIES - NET--1.1% 3


158,187
   TOTAL NET ASSETS--100%

$
14,782,104

1 Non-income producing security.

2 Also represents cost for federal tax purposes.

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

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2008.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

January 31, 2008 (unaudited)

Assets:
      
Total investments in securities, at value (identified cost $15,486,349)
$ 14,623,917
Income receivable
5,454
Receivable for investments sold
805,225
Receivable for shares sold
43,264
Prepaid expense





7,591

   TOTAL ASSETS





15,485,451

Liabilities:
Payable for investments purchased
$ 632,105
Payable for shares redeemed
59,566
Bank overdraft
4,663
Payable for distribution services fee (Note 5)
2,364
Payable for shareholder services fee (Note 5)


4,649




   TOTAL LIABILITIES





703,347

Net assets for 1,386,916 shares outstanding




$
14,782,104

Net Assets Consist of:
Paid-in capital
$ 16,301,692
Net unrealized depreciation of investments
(862,432 )
Accumulated net realized loss on investments
(613,820 )
Accumulated net investment income (loss)





(43,336
)
   TOTAL NET ASSETS




$
14,782,104

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
Net asset value per share ($9,451,333 ÷ 881,946 shares outstanding), no par value, unlimited shares authorized





$10.72

Offering price per share





$10.72

Redemption proceeds per share





$10.72

Class A Shares:
Net asset value per share ($2,587,242 ÷ 242,829 shares outstanding), no par value, unlimited shares authorized





$10.65

Offering price per share (100/94.50 of $10.65) 1





$11.27

Redemption proceeds per share





$10.65

Class C Shares:
Net asset value per share ($2,743,529 ÷ 262,141 shares outstanding), no par value, unlimited shares authorized





$10.47

Offering price per share





$10.47

Redemption proceeds per share (99.00/100 of $10.47) 1





$10.37

1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Six Months Ended January 31, 2008 (unaudited)

Investment Income:
         
Dividends (including $6,885 received from an affiliated issuer) (Note 5)









$
56,455

Expenses:
Investment adviser fee (Note 5)
$ 61,030
Administrative personnel and services fee (Note 5)
115,629
Custodian fees
10,203
Transfer and dividend disbursing agent fees and expenses
29,534
Directors'/Trustees' fees
808
Auditing fees
11,386
Legal fees
6,190
Portfolio accounting fees
39,054
Distribution services fee--Class C Shares (Note 5)
12,718
Shareholder services fee--Class A Shares (Note 5)
3,416
Shareholder services fee--Class C Shares (Note 5)
3,974
Share registration costs
26,337
Printing and postage
10,976
Insurance premiums
3,064
Interest expense
79
Miscellaneous






1,579





   TOTAL EXPENSES






335,977





Waivers and Reimbursements (Note 5):
Waiver/reimbursement of investment adviser fee
$ (61,030 )
Waiver of administrative personnel and services fee
(22,570 )
Reimbursement of other operating expenses


(152,586
)








   TOTAL WAIVERS AND REIMBURSEMENTS






(236,186
)




Net expenses










99,791

Net investment income (loss)










(43,336
)
Realized and Unrealized Loss on Investments:
Net realized loss on investments
(574,885 )
Net change in unrealized appreciation of investments










(919,509
)
Net realized and unrealized loss on investments










(1,494,394
)
Change in net assets resulting from operations









$
(1,537,730
)

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


   

Six Months
Ended
(unaudited)
1/31/2008


   


Year Ended
7/31/2007


Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)
$ (43,336 ) $ (55,417 )
Net realized gain (loss) on investments
(574,885 ) 658,018
Net change in unrealized appreciation/depreciation of investments


(919,509
)


108,637

   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


(1,537,730
)


711,238

Distributions to Shareholders:
Distributions from net realized gain on investments
Institutional Shares
(217,102 ) - --
Class A Shares
(164,846 ) - --
Class C Shares


(186,389
)


- --

   CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS


(568,337
)


- --

Share Transactions:
Proceeds from sale of shares
8,920,805 7,293,553
Net asset value of shares issued to shareholders in payment of distributions declared
289,371 - --
Cost of shares redeemed


(1,629,394
)


(1,310,780
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


7,580,782



5,982,773

Change in net assets


5,474,715



6,694,011

Net Assets:
Beginning of period


9,307,389



2,613,378

End of period (including accumulated net investment income (loss) of $(43,336) and $0, respectively)

$
14,782,104


$
9,307,389

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2008 (unaudited)

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

In calculating its net asset value (NAV), the Fund generally values investments as follows:

  • Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
  • Shares of other mutual funds are valued based upon their reported NAVs.
  • Fixed-income securities acquired with remaining maturities greater than 60-days are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (the "Trustees").
  • Fixed-income securities acquired with remaining maturities of 60-days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium).
  • Derivative contracts listed on exchanges are valued at their reported settlement or closing price.
  • Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Trustees.

If the Fund cannot obtain a price or price evaluation from a pricing service for an investment, the Fund may attempt to value the investment based upon the mean of bid and asked quotations or fair value the investment based on price evaluations, from one or more dealers. If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, the Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund's NAV.

Fair Valuation and Significant Events Procedures

The Trustees have authorized the use of pricing services to provide evaluations of the current fair value of certain investments for purposes of calculating the NAV. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers, and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a "bid" evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a "mid" evaluation). The Fund normally uses bid evaluations for U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for other types of fixed-income securities and OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

  • With respect to securities traded in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures or options contracts;
  • With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets;
  • Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
  • Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry.

The Trustees have approved the use of a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Fund will determine the fair value of the investment using another method approved by the Trustees.

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 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. The Fund adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes," on January 31, 2008. As of and during the period ended January 31, 2008, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. As of January 31, 2008, tax years 2004 through 2007 remain subject to examination by the Fund's major tax jurisdictions, which include the United States of America and the state of Massachusetts.

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:


   
Six Months Ended
1/31/2008


   
Year Ended
7/31/2007


Institutional Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
646,967 $ 7,096,126 261,010 $ 3,371,221
Share issued to shareholders in payment of distributions declared
5,293 62,460 - -- - --
Shares redeemed

(41,120
)


(502,338
)

(60,527
)


(814,585
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

611,140


$
6,656,248


200,483




$
2,556,636


   
Six Months Ended
1/31/2008


   
Year Ended
7/31/2007


Class A Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
79,486 $ 1,008,935 169,060 $ 2,127,392
Share issued to shareholders in payment of distributions declared
12,340 144,867 - -- - --
Shares redeemed

(31,609
)


(373,456
)

(15,640
)


(196,596
)
   NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

60,217



$
780,346


153,420




$
1,930,796


   
Six Months Ended
1/31/2008


   
Year Ended
7/31/2007


Class C Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
65,002 $ 815,744 141,475 $ 1,794,940
Share issued to shareholders in payment of distributions declared
7,110 82,044 - -- - --
Shares redeemed

(62,848
)


(753,600
)

(24,800
)


(299,599
)
   NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

9,264


$
144,188


116,675





$
1,495,341

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS

680,621




$
7,580,782


470,578





$
5,982,773

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

At January 31, 2008, the cost of investments for federal tax purposes was $15,486,349. The net unrealized depreciation of investments for federal tax purposes was $862,432. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $479,093 and net unrealized depreciation from investments for those securities having an excess of cost over value of $1,341,525.

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 and subject to the terms described in the Expense Limitation note, the Adviser may voluntarily choose to waive and/or reimburse any portion of its fee. The Adviser can modify or terminate this voluntary waiver and/or reimbursement at any time at its sole discretion. For the six months ended January 31, 2008, the Adviser waived $60,905 and reimbursed $152,586 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. Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose to waive any portion of its fee. FAS can modify or terminate this voluntary waiver at any time at its sole discretion. For the six months ended January 31, 2008, the net fee paid to FAS was 1.754% of average daily net assets of the Fund. The Fund currently accrues the minimum administrative fee; therefore the percentage of average aggregate daily net assets is greater than the amounts presented in the chart above. FAS waived $22,570 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 at the following percentages of average daily net assets annually, to compensate FSC:

Share Class Name
   
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%

Subject to the terms described in the Expense Limitation note, FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the six months ended January 31, 2008, FSC retained $4,384 of fees paid by the Fund. On November 15, 2007, the Fund's Trustees approved an amendment to the Plan to reduce the distribution services fee for the Fund's Class A Shares from 0.25% to 0.05%. The amendment to the Plan will become effective for the Fund on March 31, 2008. For the six months ended January 31, 2008, the Fund's Class A Shares did not incur a distribution services fee.

Sales Charges

For the six months ended January 31, 2008, FSC retained $1,531 in sales charges from the sale of Class A Shares. FSC also retained $231 of contingent deferred sales charges relating to redemptions of Class C Shares. See "What Do Shares Cost?" in the Prospectus.

Shareholder Services Fee

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. Subject to the terms described in the Expense Limitation note, FSSC may voluntarily reimburse the Fund for shareholder services fees. This voluntary reimbursement can be modified or terminated at any time. For the six months ended January 31, 2008, 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 (as shown in the financial highlights) 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 six months ended January 31, 2008, the Adviser reimbursed $125. Transactions with the affiliated company during the six months ended January 31, 2008 are as follows:

Affiliate
   
Balance of
Shares Held
7/31/2007

   
Purchases/
Additions

   
Sales/
Reductions

   
Balance of
Shares Held
1/31/2008

   
Value
   
Dividend
Income

Prime Value Obligations Fund, Institutional Shares

166,831

7,985,714

8,152,545

- --

- --

$6,885

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the six months ended January 31, 2008, were as follows:

Purchases
   
$
19,965,761
Sales

$
13,071,363

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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 September 2006, the Financial Accounting Standards Board 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 has concluded that the adoption of FAS 157 is not expected to have a material impact on the Fund's net assets or results of operations.

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. In addition, the Board was informed by the Adviser that, for the same period, the Fund underperformed its benchmark index. 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.

IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY

In an effort to reduce costs and avoid duplicate mailings, the Fund(s) intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund(s) resides (so-called "householding"), as permitted by applicable rules. The Fund's "householding" program covers its/their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Fund is also permitted to treat a shareholder as having given consent ("implied consent") if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to "household" at least sixty (60) days before it begins "householding" and (iii) none of the shareholders in the household have notified the Fund(s) or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R817
Cusip 31421R791

36359 (3/08)

Federated is a registered mark of Federated Investors, Inc. 2008 (c)Federated Investors, Inc.

Federated
World-Class Investment Manager

Federated MDT Small Cap Core Fund

A Portfolio of Federated MDT Series



SEMI-ANNUAL SHAREHOLDER REPORT

January 31, 2008

Institutional Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
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
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)


   
Six Months
Ended
(unaudited)
1/31/2008


   
Year Ended
7/31/2007

1
   
Period
Ended
7/31/2006

2
Net Asset Value, Beginning of Period
$13.28 $11.14 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.04 ) (0.07 ) 3 (0.10 ) 3
Net realized and unrealized gain (loss) on investments

(1.81
)

2.21


1.24

   TOTAL FROM INVESTMENT OPERATIONS

(1.85
)

2.14


1.14

Less Distributions:
Distributions from net realized gain on investments

(0.71
)

- --


- --

Net Asset Value, End of Period

$10.72


$13.28


$11.14

Total Return 4

(14.41
)%

19.21
%

11.40
%
Ratios to Average Net Assets:









Net expenses

1.50
% 5

1.50
%

1.76
% 5
Net investment income (loss)

(0.43
)% 5

(0.51
)%

(0.91
)% 5
Expense waiver/reimbursement 6

4.39
% 5

8.14
%

9.41
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$9,451


$3,595


$784

Portfolio turnover

123
%

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 Fund's 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 and 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 August 1, 2007 to January 31, 2008.

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
8/1/2007

   
Ending
Account Value
1/31/2008

   
Expenses Paid
During Period 1

Actual

$1,000

$ 855.90

$7.00
Hypothetical (assuming a 5% return before expenses)

$1,000

$1,017.60

$7.61

1 Expenses are equal to the Fund's annualized net expense ratio of 1.50%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Portfolio of Investments Summary Table

At January 31, 2008, the Fund's industry composition 1 was as follows:

Industry
   
Percentage of
Total Net Assets

Securities Brokerage

5.4%
Regional Bank

4.5%
Clothing Stores

4.3%
Property Liability Insurance

3.4%
Financial Services

3.3%
Contracting

3.3%
Electrical Equipment

3.2%
Generic Drugs

3.0%
Shoes

3.0%
Offshore Driller

2.9%
Furniture

2.3%
Multi-Line Insurance

2.3%
Software Package/Custom

2.2%
Telecomm Equipment & Services

2.2%
Diversified Leisure

2.0%
Crude Oil & Gas Production

2.0%
Other Communications Equipment

1.9%
Commodity Chemicals

1.9%
Internet Services

1.9%
Undesignated Consumer Durables

1.9%
Computer Stores

1.8%
Home Products

1.8%
Semiconductor Manufacturing

1.7%
Restaurant

1.7%
Specialty Chemicals

1.6%
Undesignated Consumer Cyclicals

1.4%
Airline-Regional

1.3%
Defense Electronics

1.3%
Personnel Agency

1.2%

1 Except for 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.

Industry
   
Percentage of
Total Net Assets

Miscellaneous Communications

1.2%
Biotechnology

1.2%
Auto Original Equipment Manufacturers

1.2%
Oil Well Supply

1.2%
Defense Aerospace

1.1%
Specialty Machinery

1.1%
Metal Fabrication

1.0%
Office Supplies

1.0%
Insurance Brokerage

1.0%
Specialty Retailing

1.0%
Newspaper Publishing

1.0%
Other 2

16.2%
Other Assets and Liabilities--Net 3

1.1%
   TOTAL

100.0%

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

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

Portfolio of Investments

January 31, 2008 (unaudited)

Shares
   

   

Value
COMMON STOCKS--98.9%
Agricultural Machinery--0.6%
1,502 Lindsay Manufacturing Co.

$
91,652
Airline - Regional--1.3%
6,337 1 Alaska Air Group, Inc.
160,326
1,179 SkyWest, Inc.


30,678
   TOTAL


191,004
Aluminum--0.9%
2,058 Kaiser Aluminum Corp.


131,630
Apparel--0.1%
1,583 1 Maidenform Brands, Inc.


19,629
Auto Original Equipment Manufacturers--1.2%
5,171 American Axle & Manufacturing Holdings, Inc.
112,469
4,412 ArvinMeritor, Inc.


59,915
   TOTAL


172,384
Biotechnology--1.2%
920 1 Air Methods Corp.
42,210
2,340 1 Martek Biosciences Corp.
66,690
7,444 1 ViroPharma, Inc.


65,954
   TOTAL


174,854
Broadcasting--0.2%
2,545 Entercom Communication Corp.


31,329
Building Materials--0.2%
1,857 Apogee Enterprises, Inc.


32,405
Cellular Communications--0.2%
2,797 1 USA Mobility, Inc.


33,592
Cement--0.4%
1,988 1 Astec Industries, Inc.


61,370
Clothing Stores--4.3%
5,135 1 Aeropostale, Inc.
144,653
5,125 Christopher & Banks Corp.
65,446
9,617 1 Fossil, Inc.
326,786
2,128 1 Gymboree Corp.
81,332
634 1 Jos A. Bank Clothiers, Inc.


17,270
   TOTAL


635,487
Shares
   

   

Value
COMMON STOCKS--continued
Commercial Services & Supplies--0.1%
350 1 ICF International, Inc.

$
9,069
Commodity Chemicals--1.9%
1,795 Compass Minerals International, Inc.
76,144
1,797 Newmarket Corp.
96,822
5,287 Westlake Chemical Corp.


106,269
   TOTAL


279,235
Computer Peripherals--0.0%
211 1 Hutchinson Technology, Inc.


3,327
Computer Services--0.5%
877 1 Stanley, Inc.
24,451
1,342 1 Synnex Corp.
28,585
941 Syntel, Inc.


27,882
   TOTAL


80,918
Computer Stores--1.8%
7,904 1 Tech Data Corp.


271,740
Contracting--3.3%
11,835 1 Emcor Group, Inc.
259,542
6,484 1 Perini Corp.


226,616
   TOTAL


486,158
Cosmetics & Toiletries--0.2%
1,206 1 Helen of Troy Ltd.
20,502
1,834 1 Sally Beauty Holdings, Inc.


14,965
   TOTAL


35,467
Crude Oil & Gas Production--2.0%
4,439 Berry Petroleum Co., Class A
166,329
4,195 1 Bois d'Arc Energy, Inc.
80,334
1,017 1 Swift Energy Co.


43,884
   TOTAL


290,547
Defense Aerospace--1.1%
799 1 Ducommun, Inc.
25,248
2,627 Triumph Group, Inc.


141,858
   TOTAL


167,106
Defense Electronics--1.3%
6,216 1 FLIR Systems, Inc.


188,220
Shares
   

   

Value
COMMON STOCKS--continued
Diversified Leisure--2.0%
6,167 1 Bally Technologies, Inc.

$
293,796
Electrical Equipment--3.2%
3,351 1 EnerSys, Inc.
77,207
13,668 1 GrafTech International Ltd.
205,703
2,232 Robbins & Myers, Inc.
147,937
1,302 Smith (A.O.) Corp.


45,570
   TOTAL


476,417
Electronic Components--0.3%
3,244 Methode Electronics, Inc., Class A


39,317
Electronic Instruments--0.7%
3,979 1 Cymer, Inc.


107,473
Ethical Drugs--0.2%
1,037 1 KV Pharmaceutical Co., Class A
26,941
263 1 Sciele Pharma, Inc.


6,291
   TOTAL


33,232
Financial Services--3.3%
5,670 Deluxe Corp.
137,894
345 1 Dollar Financial Corp.
8,687
4,091 Greenhill & Co., Inc.
276,265
935 1 Huron Consulting Group, Inc.


67,152
   TOTAL


489,998
Furniture--2.3%
2,554 Ethan Allen Interiors, Inc.
79,046
12,996 Tempur-Pedic International, Inc.


257,581
   TOTAL


336,627
Generic Drugs--3.0%
11,137 Perrigo Co.
343,465
1,709 1 Xenoport, Inc.


104,864
   TOTAL


448,329
Greeting Cards--0.6%
1,530 American Greetings Corp., Class A
31,396
1,327 CSS Industries, Inc.
38,722
1,496 FTD Group, Inc.


19,044
   TOTAL


89,162
Shares
   

   

Value
COMMON STOCKS--continued
Home Products--1.8%
6,141 Blyth Industries, Inc.
$ 133,812
3,619 Tupperware Brands Corp.


133,903
   TOTAL


267,715
Industrial Machinery--0.7%
2,777 1 Columbus McKinnon Corp.
71,008
1,927 1 H&E Equipment Services, Inc.


32,007
   TOTAL


103,015
Insurance Brokerage--1.0%
4,338 AmTrust Financial Services, Inc.
68,107
1,518 Employers Holdings, Inc.
26,504
1,171 Life Partners Holdings, Inc.
23,748
795 Odyssey Re Holdings Corp.


30,194
   TOTAL


148,553
Internet Services--1.9%
10,180 1 NetFlix, Inc.
256,027
1,939 United Online, Inc.


21,659
   TOTAL


277,686
Life Insurance--0.3%
1,045 Delphi Financial Group, Inc., Class A
32,792
616 Phoenix Cos., Inc.


6,671
   TOTAL


39,463
Machine Tools--0.2%
808 1 Hurco Co., Inc.


29,549
Machined Parts Original Equipment Manufacturers--0.2%
758 Applied Industrial Technologies, Inc.


22,884
Medical Supplies--0.2%
681 1 Obagi Medical Products, Inc.
10,133
1,083 1 PetMed Express, Inc.


13,375
   TOTAL


23,508
Medical Technology--0.2%
825 1 Arthrocare Corp.


33,025
Metal Containers--0.2%
489 Greif, Inc., Class A


32,176
Shares
   

   

Value
COMMON STOCKS--continued
Metal Fabrication--1.0%
2,785 1 RTI International Metals

$
153,871
Mini-Mill Producer--0.6%
1,688 Schnitzer Steel Industries, Inc., Class A


95,642
Miscellaneous Communications--1.2%
3,299 1 Bankrate, Inc.


178,905
Miscellaneous Food Products--0.4%
1,960 1 Fresh Del Monte Produce, Inc.


62,798
Miscellaneous Components--0.6%
6,371 1 Kemet Corp.
33,193
2,112 1 Pericom Semiconductor Corp.
28,639
2,244 1 Zoran Corp.


26,479
   TOTAL


88,311
Multi-Industry Capital Goods--0.4%
1,373 1 Ceradyne, Inc.


66,110
Multi-Line Insurance--2.3%
381 FBL Financial Group, Inc., Class A
12,554
678 1 FPIC Insurance Group, Inc.
28,551
1,794 Harleysville Group, Inc.
63,956
990 Infinity Property & Casualty
39,471
540 1 Navigators Group, Inc.
31,174
34 Safety Insurance Group, Inc.
1,327
3,967 Zenith National Insurance Corp.


157,966
   TOTAL


334,999
Newspaper Publishing--1.0%
3,988 Lee Enterprises, Inc.
47,617
4,672 McClatchy Co., Class A
50,317
2,450 Media General, Inc., Class A


46,599
   TOTAL


144,533
Office Supplies--1.0%
1,949 1 Acco Brands Corp.
26,409
2,241 1 United Stationers, Inc.


123,838
   TOTAL


150,247
Shares
   

   

Value
COMMON STOCKS--continued
Offshore Driller--2.9%
5,137 1 Bristow Group, Inc.
$ 258,648
4,275 1 Hornbeck Offshore Services, Inc.


165,357
   TOTAL


424,005
Oil Refiner--0.7%
5,773 Alon USA Energy, Inc.


105,069
Oil Service, Explore & Drill--0.6%
833 1 Dawson Geophysical Co.
47,714
7,018 1 Parker Drilling Co.


48,775
   TOTAL


96,489
Oil Well Supply--1.2%
272 1 Dril-Quip, Inc.
13,203
1,029 Gulf Island Fabrication, Inc.
25,746
2,124 1 ICO, Inc.
20,582
1,620 Lufkin Industries, Inc.
85,649
742 1 Oil States International, Inc.


26,015
   TOTAL


171,195
Other Communications Equipment--1.9%
15,081 1 Skyworks Solutions, Inc.
121,402
849 1 Superior Essex, Inc.
20,418
8,906 1 Syniverse Holdings, Inc.


140,626
   TOTAL


282,446
Other Computer Hardware--0.2%
980 1 EMS Technologies, Inc.


26,930
Other Steel Producer--0.1%
1,055 Gibraltar Industries, Inc.


13,926
Packaged Foods--0.9%
7,150 1 Chiquita Brands International


133,562
Paint & Related Materials--0.4%
2,591 Fuller (H.B.) Co.


53,789
Paper Products--0.8%
5,052 1 Buckeye Technologies, Inc.
66,434
1,156 Neenah Paper, Inc.
31,328
962 Rock-Tenn Co.


27,504
   TOTAL


125,266
Shares
   

   

Value
COMMON STOCKS--continued
Personal Loans--0.2%
1,154 ASTA Funding, Inc.

$
24,084
Personnel Agency--1.2%
1,434 Administaff, Inc.
43,034
3,892 Maximus, Inc.


137,310
   TOTAL


180,344
Photo-Optical Computer-Equipment--0.2%
703 1 II-VI, Inc.


22,791
Plastic--0.3%
1,926 Schulman (A.), Inc.


39,271
Poultry Products--0.7%
3,233 Sanderson Farms, Inc.


108,661
Printing--0.2%
3,324 1 Valassis Communications, Inc.


31,777
Property Liability Insurance--3.4%
594 American Physicians Capital, Inc.
24,544
1,944 1 CNA Surety Corp.
34,662
1,047 1 First Mercury Financial Corp.
20,008
2,646 Horace Mann Educators Corp.
48,607
630 Nymagic, Inc.
14,773
3,573 1 ProAssurance Corp.
206,162
2,736 Selective Insurance Group, Inc.
65,418
1,202 State Auto Financial Corp.
33,572
1,484 United Fire & Casualty Co.


49,536
   TOTAL


497,282
Regional Bank--4.5%
4,884 Cathay Bancorp, Inc.
126,642
3,314 Central Pacific Financial Corp.
62,966
451 City Bank Lynwood, WA
9,877
1,073 City Holding Co.
41,225
563 Community Trust Bancorp, Inc.
16,276
3,812 Corus Bankshares, Inc.
48,489
1,880 First Community Bancorp
66,796
509 First Merchants Corp.
13,743
1,730 Frontier Financial Corp.
35,223
Shares
   

   

Value
COMMON STOCKS--continued
Regional Bank--continued
2,060 Hanmi Financial Corp.
$ 17,716
1,036 NBT Bancorp, Inc.
23,393
4,229 Pacific Capital Bancorp
90,923
422 Provident Bankshares Corp.
8,748
3,562 Trustmark Corp.
81,962
550 United Bankshares, Inc.


17,688
   TOTAL


661,667
Restaurant--1.7%
1,740 CBRL Group, Inc.
54,410
915 1 Chipotle Mexican Grill, Inc.
111,392
817 1 Green Mountain Coffee, Inc.
31,471
1,364 1 Red Robin Gourmet Burgers


47,576
   TOTAL


244,849
Savings & Loan--0.5%
1,592 BankUnited Financial Corp., Class A
9,441
2,469 Flagstar Bancorp, Inc.
20,369
453 Imperial Capital Bancorp, Inc.
9,178
1,577 PFF Bancorp, Inc.
19,728
338 WSFS Financial Corp.


18,015
   TOTAL


76,731
Securities Brokerage--5.4%
2,931 1 Fcstone Group, Inc.
129,990
7,750 1 Interactive Brokers Group, Inc., Class A
269,778
15,185 1 Knight Capital Group, Inc., Class A
254,349
5,134 OptionsXpress Holdings, Inc.


139,234
   TOTAL


793,351
Semiconductor Manufacturing--1.7%
842 1 Diodes, Inc.
19,492
3,780 1 Plexus Corp.
85,390
3,994 1 Silicon Laboratories, Inc.
124,773
762 1 Standard Microsystems Corp.


22,799
   TOTAL


252,454
Shares
   

   

Value
COMMON STOCKS--continued
Services to Medical Professionals--0.6%
2,702 1 Nighthawk Radiology Holdings, Inc.
$ 42,962
2,340 1 RehabCare Group, Inc.


49,117
   TOTAL


92,079
Shoes--3.0%
5,294 1 Crocs, Inc.
184,178
2,156 1 Deckers Outdoor Corp.


261,393
   TOTAL


445,571
Software Packaged/Custom--2.2%
1,225 1 Advent Software, Inc.
55,321
674 1 Ansoft Corp.
14,316
3,115 1 CSG Systems International, Inc.
39,747
1,679 1 Electronics for Imaging, Inc.
24,782
3,585 1 JDA Software Group, Inc.
63,777
523 1 ManTech International Corp., Class A
21,391
3,552 1 Solera Holdings, Inc.
80,950
1,995 1 Vignette Corp.


28,070
   TOTAL


328,354
Specialty Chemicals--1.6%
8,974 Hercules, Inc.
157,314
2,515 Koppers Holdings, Inc.


84,152
   TOTAL


241,466
Specialty Machinery--1.1%
1,752 Cascade Corp.
90,438
2,028 1 Gardner Denver, Inc.


65,788
   TOTAL


156,226
Specialty Retailing--1.0%
2,011 1 A.C. Moore Arts & Crafts, Inc.
24,092
1,733 Asbury Automotive Group, Inc.
24,574
612 Lithia Motors, Inc., Class A
9,357
1,657 Regis Corp. Minnesota
41,972
1,805 1 Rush Enterprises, Inc.
30,288
758 Sonic Automotive, Inc.


15,198
   TOTAL


145,481
Shares
   

   

Value
COMMON STOCKS--continued
Telecomm Equipment & Services--2.2%
6,818 1 ADC Telecommunications, Inc.
$ 100,838
1,656 1 Anixter International, Inc.
116,019
2,623 1 Mastec, Inc.
21,902
1,844 1 Oplink Communications, Inc.
23,548
374 Plantronics, Inc.
7,143
4,376 1 Premiere Global Services, Inc.


53,343
   TOTAL


322,793
Toys & Games--0.2%
984 1 JAKKS Pacific, Inc.


23,183
Truck Manufacturing--0.1%
1,619 1 Accuride Corp.


10,151
Trucking--0.3%
1,550 Arkansas Best Corp.
47,724
1 Celadon Group, Inc.


10
   TOTAL


47,734
Undesignated Consumer Cyclicals--1.4%
910 1 Parexel International Corp.
49,513
6,222 1 Rent-A-Center, Inc.
106,396
1,110 Speedway Motorsports, Inc.
33,689
1,602 1 Sykes Enterprises, Inc.


25,296
   TOTAL


214,894
Undesignated Consumer Durables--1.9%
6,574 Walter Industries, Inc.


275,582
   TOTAL INVESTMENTS--98.9%
(IDENTIFIED COST $15,486,349) 2



14,623,917
   OTHER ASSETS AND LIABILITIES - NET--1.1% 3


158,187
   TOTAL NET ASSETS--100%

$
14,782,104

1 Non-income producing security.

2 Also represents cost for federal tax purposes.

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

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2008.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

January 31, 2008 (unaudited)

Assets:
      
Total investments in securities, at value (identified cost $15,486,349)
$ 14,623,917
Income receivable
5,454
Receivable for investments sold
805,225
Receivable for shares sold
43,264
Prepaid expense





7,591

   TOTAL ASSETS





15,485,451

Liabilities:
Payable for investments purchased
$ 632,105
Payable for shares redeemed
59,566
Bank overdraft
4,663
Payable for distribution services fee (Note 5)
2,364
Payable for shareholder services fee (Note 5)


4,649




   TOTAL LIABILITIES





703,347

Net assets for 1,386,916 shares outstanding




$
14,782,104

Net Assets Consist of:
Paid-in capital
$ 16,301,692
Net unrealized depreciation of investments
(862,432 )
Accumulated net realized loss on investments
(613,820 )
Accumulated net investment income (loss)





(43,336
)
   TOTAL NET ASSETS




$
14,782,104

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
Net asset value per share ($9,451,333 ÷ 881,946 shares outstanding), no par value, unlimited shares authorized





$10.72

Offering price per share





$10.72

Redemption proceeds per share





$10.72

Class A Shares:
Net asset value per share ($2,587,242 ÷ 242,829 shares outstanding), no par value, unlimited shares authorized





$10.65

Offering price per share (100/94.50 of $10.65) 1





$11.27

Redemption proceeds per share





$10.65

Class C Shares:
Net asset value per share ($2,743,529 ÷ 262,141 shares outstanding), no par value, unlimited shares authorized





$10.47

Offering price per share





$10.47

Redemption proceeds per share (99.00/100 of $10.47) 1





$10.37

1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Six Months Ended January 31, 2008 (unaudited)

Investment Income:
         
Dividends (including $6,885 received from an affiliated issuer) (Note 5)









$
56,455

Expenses:
Investment adviser fee (Note 5)
$ 61,030
Administrative personnel and services fee (Note 5)
115,629
Custodian fees
10,203
Transfer and dividend disbursing agent fees and expenses
29,534
Directors'/Trustees' fees
808
Auditing fees
11,386
Legal fees
6,190
Portfolio accounting fees
39,054
Distribution services fee--Class C Shares (Note 5)
12,718
Shareholder services fee--Class A Shares (Note 5)
3,416
Shareholder services fee--Class C Shares (Note 5)
3,974
Share registration costs
26,337
Printing and postage
10,976
Insurance premiums
3,064
Interest expense
79
Miscellaneous






1,579





   TOTAL EXPENSES






335,977





Waivers and Reimbursements (Note 5):
Waiver/reimbursement of investment adviser fee
$ (61,030 )
Waiver of administrative personnel and services fee
(22,570 )
Reimbursement of other operating expenses


(152,586
)








   TOTAL WAIVERS AND REIMBURSEMENTS






(236,186
)




Net expenses










99,791

Net investment income (loss)










(43,336
)
Realized and Unrealized Loss on Investments:
Net realized loss on investments
(574,885 )
Net change in unrealized appreciation of investments










(919,509
)
Net realized and unrealized loss on investments










(1,494,394
)
Change in net assets resulting from operations









$
(1,537,730
)

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


   

Six Months
Ended
(unaudited)
1/31/2008


   


Year Ended
7/31/2007


Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)
$ (43,336 ) $ (55,417 )
Net realized gain (loss) on investments
(574,885 ) 658,018
Net change in unrealized appreciation/depreciation of investments


(919,509
)


108,637

   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


(1,537,730
)


711,238

Distributions to Shareholders:
Distributions from net realized gain on investments
Institutional Shares
(217,102 ) - --
Class A Shares
(164,846 ) - --
Class C Shares


(186,389
)


- --

   CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS


(568,337
)


- --

Share Transactions:
Proceeds from sale of shares
8,920,805 7,293,553
Net asset value of shares issued to shareholders in payment of distributions declared
289,371 - --
Cost of shares redeemed


(1,629,394
)


(1,310,780
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


7,580,782



5,982,773

Change in net assets


5,474,715



6,694,011

Net Assets:
Beginning of period


9,307,389



2,613,378

End of period (including accumulated net investment income (loss) of $(43,336) and $0, respectively)

$
14,782,104


$
9,307,389

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2008 (unaudited)

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

In calculating its net asset value (NAV), the Fund generally values investments as follows:

  • Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
  • Shares of other mutual funds are valued based upon their reported NAVs.
  • Fixed-income securities acquired with remaining maturities greater than 60-days are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (the "Trustees").
  • Fixed-income securities acquired with remaining maturities of 60-days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium).
  • Derivative contracts listed on exchanges are valued at their reported settlement or closing price.
  • Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Trustees.

If the Fund cannot obtain a price or price evaluation from a pricing service for an investment, the Fund may attempt to value the investment based upon the mean of bid and asked quotations or fair value the investment based on price evaluations, from one or more dealers. If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, the Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund's NAV.

Fair Valuation and Significant Events Procedures

The Trustees have authorized the use of pricing services to provide evaluations of the current fair value of certain investments for purposes of calculating the NAV. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers, and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a "bid" evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a "mid" evaluation). The Fund normally uses bid evaluations for U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for other types of fixed-income securities and OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

  • With respect to securities traded in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures or options contracts;
  • With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets;
  • Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
  • Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry.

The Trustees have approved the use of a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Fund will determine the fair value of the investment using another method approved by the Trustees.

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 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. The Fund adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes," on January 31, 2008. As of and during the period ended January 31, 2008, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. As of January 31, 2008, tax years 2004 through 2007 remain subject to examination by the Fund's major tax jurisdictions, which include the United States of America and the state of Massachusetts.

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:


   
Six Months Ended
1/31/2008


   
Year Ended
7/31/2007


Institutional Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
646,967 $ 7,096,126 261,010 $ 3,371,221
Share issued to shareholders in payment of distributions declared
5,293 62,460 - -- - --
Shares redeemed

(41,120
)


(502,338
)

(60,527
)


(814,585
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

611,140


$
6,656,248


200,483




$
2,556,636


   
Six Months Ended
1/31/2008


   
Year Ended
7/31/2007


Class A Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
79,486 $ 1,008,935 169,060 $ 2,127,392
Share issued to shareholders in payment of distributions declared
12,340 144,867 - -- - --
Shares redeemed

(31,609
)


(373,456
)

(15,640
)


(196,596
)
   NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

60,217



$
780,346


153,420




$
1,930,796


   
Six Months Ended
1/31/2008


   
Year Ended
7/31/2007


Class C Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
65,002 $ 815,744 141,475 $ 1,794,940
Share issued to shareholders in payment of distributions declared
7,110 82,044 - -- - --
Shares redeemed

(62,848
)


(753,600
)

(24,800
)


(299,599
)
   NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

9,264


$
144,188


116,675





$
1,495,341

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS

680,621




$
7,580,782


470,578





$
5,982,773

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

At January 31, 2008, the cost of investments for federal tax purposes was $15,486,349. The net unrealized depreciation of investments for federal tax purposes was $862,432. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $479,093 and net unrealized depreciation from investments for those securities having an excess of cost over value of $1,341,525.

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 and subject to the terms described in the Expense Limitation note, the Adviser may voluntarily choose to waive and/or reimburse any portion of its fee. The Adviser can modify or terminate this voluntary waiver and/or reimbursement at any time at its sole discretion. For the six months ended January 31, 2008, the Adviser waived $60,905 and reimbursed $152,586 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. Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose to waive any portion of its fee. FAS can modify or terminate this voluntary waiver at any time at its sole discretion. For the six months ended January 31, 2008, the net fee paid to FAS was 1.754% of average daily net assets of the Fund. The Fund currently accrues the minimum administrative fee; therefore the percentage of average aggregate daily net assets is greater than the amounts presented in the chart above. FAS waived $22,570 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 at the following percentages of average daily net assets annually, to compensate FSC:

Share Class Name
   
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%

Subject to the terms described in the Expense Limitation note, FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the six months ended January 31, 2008, FSC retained $4,384 of fees paid by the Fund. On November 15, 2007, the Fund's Trustees approved an amendment to the Plan to reduce the distribution services fee for the Fund's Class A Shares from 0.25% to 0.05%. The amendment to the Plan will become effective for the Fund on March 31, 2008. For the six months ended January 31, 2008, the Fund's Class A Shares did not incur a distribution services fee.

Sales Charges

For the six months ended January 31, 2008, FSC retained $1,531 in sales charges from the sale of Class A Shares. FSC also retained $231 of contingent deferred sales charges relating to redemptions of Class C Shares. See "What Do Shares Cost?" in the Prospectus.

Shareholder Services Fee

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. Subject to the terms described in the Expense Limitation note, FSSC may voluntarily reimburse the Fund for shareholder services fees. This voluntary reimbursement can be modified or terminated at any time. For the six months ended January 31, 2008, 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 (as shown in the financial highlights) 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 six months ended January 31, 2008, the Adviser reimbursed $125. Transactions with the affiliated company during the six months ended January 31, 2008 are as follows:

Affiliate
   
Balance of
Shares Held
7/31/2007

   
Purchases/
Additions

   
Sales/
Reductions

   
Balance of
Shares Held
1/31/2008

   
Value
   
Dividend
Income

Prime Value Obligations Fund, Institutional Shares

166,831

7,985,714

8,152,545

- --

- --

$6,885

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the six months ended January 31, 2008, were as follows:

Purchases
   
$
19,965,761
Sales

$
13,071,363

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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 September 2006, the Financial Accounting Standards Board 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 has concluded that the adoption of FAS 157 is not expected to have a material impact on the Fund's net assets or results of operations.

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. In addition, the Board was informed by the Adviser that, for the same period, the Fund underperformed its benchmark index. 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.

IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY

In an effort to reduce costs and avoid duplicate mailings, the Fund(s) intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund(s) resides (so-called "householding"), as permitted by applicable rules. The Fund's "householding" program covers its/their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Fund is also permitted to treat a shareholder as having given consent ("implied consent") if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to "household" at least sixty (60) days before it begins "householding" and (iii) none of the shareholders in the household have notified the Fund(s) or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R783

36363 (3/08)

Federated is a registered mark of Federated Investors, Inc. 2008 (c)Federated Investors, Inc.

Federated
World-Class Investment Manager

Federated MDT Small Cap Growth Fund

Established 2005

A Portfolio of Federated MDT Series

SEMI-ANNUAL SHAREHOLDER REPORT

January 31, 2008

Class A Shares
Class C Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
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
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 - Class A Shares

(For a Share Outstanding Throughout Each Period)


   
Six Months
Ended
(unaudited)
1/31/2008


   
Year Ended
7/31/2007

1
   
Period Ended
7/31/2006

2
Net Asset Value, Beginning of Period
$12.95 $10.59 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.08 ) 3 (0.14 ) 3 (0.17 ) 3
Net realized and unrealized gain (loss) on investments

(0.99
)

2.50


0.76

   TOTAL FROM INVESTMENT OPERATIONS

(1.07
)

2.36


0.59

Less Distributions:
Distributions from net realized gain on investments

(0.07
)

- --


- --

Net Asset Value, End of Period

$11.81


$12.95


$10.59

Total Return 4

(8.33
)%

22.29
%

5.90
%
Ratios to Average Net Assets:









Net expenses

1.75
% 5

1.75
%

2.02
% 5
Net investment income (loss)

(1.25
)% 5

(1.16
)%

(1.50
)% 5
Expense waiver/reimbursement 6

1.50
% 5

25.97
%

22.65
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$2,626


$532


$157

Portfolio turnover

74
%

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 Fund's 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)


   
Six Months
Ended
(unaudited)
1/31/2008


   
Year Ended
7/31/2007

1
   
Period Ended
7/31/2006

2
Net Asset Value, Beginning of Period
$12.77 $10.52 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.13 ) 3 (0.23 ) 3 (0.26 ) 3
Net realized and unrealized gain (loss) on investments

(0.97
)

2.48


0.78

   TOTAL FROM INVESTMENT OPERATIONS

(1.10
)

2.25


0.52

Less Distributions:
Distributions from net realized gain on investments

(0.07
)

- --


- --

Net Asset Value, End of Period

$11.60


$12.77


$10.52

Total Return 4

(8.69
)%

21.39
%

5.20
%
Ratios to Average Net Assets:









Net expenses

2.48
% 5

2.50
%

2.77
% 5
Net investment income (loss)

(1.98
)% 5

(1.92
)%

(2.25
)% 5
Expense waiver/reimbursement 6

1.57
% 5

27.07
%

25.65
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$1,134


$702


$348

Portfolio turnover

74
%

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 Fund's 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 and 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 August 1, 2007 to January 31, 2008.

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
8/1/2007

   
Ending
Account Value
1/31/2008

   
Expenses Paid
During Period 1

Actual:






Class A Shares

$1,000

$ 916.70

$ 8.43
Class C Shares

$1,000

$ 913.10

$11.93
Hypothetical (assuming a 5% return before expenses):






Class A Shares

$1,000

$1,016.34

$ 8.87
Class C Shares

$1,000

$1,012.67

$12.55

1 Expenses are equal to the Fund's annualized net expense ratios, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The annualized net expense ratios are as follows:

Class A Shares
   
1.75%
Class C Shares

2.48%

Portfolio of Investments Summary Table

At January 31, 2008, the Fund's industry composition 1 was as follows:

Industry
   
Percentage of
Total Net Assets

Software Packaged/Custom

4.7%
Undesignated Consumer Cyclicals

4.0%
Financial Services

3.7%
Securities Brokerage

3.7%
Biotechnology

3.7%
Clothing Stores

3.7%
Internet Services

3.2%
Contracting

2.9%
Semiconductor Manufacturing

2.7%
Defense Aerospace

2.6%
Computer Services

2.4%
Cosmetic and Toiletries

2.3%
Industrial Machinery

2.3%
Miscellaneous Communications

2.1%
Telecommunications Equipment & Services

2.0%
Shoes

1.8%
Electrical Equipment

1.6%
Specialty Chemicals

1.5%
Metal Containers

1.5%
Metal Fabrication

1.3%
Specialty Machinery

1.2%
Home Products

1.2%
Office Supplies

1.2%
Miscellaneous Machinery

1.2%
Restaurant

1.1%
Agricultural Machinery

1.1%
Undesignated Consumer Durables

1.1%
Diversified Leisure

1.1%
Offshore Driller

1.1%
Generic Drugs

1.1%
Commodity Chemicals

1.0%
Miscellaneous Components

1.0%
Multi-Industry Capital Goods

1.0%
Building Materials

1.0%
Other 2

21.2%
Cash Equivalents 3

1.6%
Other Assets and Liabilities--Net 4

8.1%
   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 Fund's 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

January 31, 2008 (unaudited)

Shares
   

   

Value
COMMON STOCKS--90.3%
Advertising--0.1%
1,827 1 Greenfield Online, Inc.

$
23,495
Agricultural Machinery--1.1%
6,942 Lindsay Manufacturing Co.


423,601
Aluminum--0.4%
2,515 Kaiser Aluminum Corp.


160,859
Apparel--0.2%
1,927 1 Carter's, Inc.
35,476
2,071 1 True Religion Apparel, Inc.


38,624
   TOTAL


74,100
Baking--0.8%
12,208 Flowers Foods, Inc.


292,992
Beer--0.1%
665 1 Central European Distribution Corp.


34,959
Biotechnology--3.7%
9,018 1 Air Methods Corp.
413,746
2,479 1 Alkermes, Inc.
33,020
10,782 1 BioMarin Pharmaceutical, Inc.
399,581
2,072 1 Illumina, Inc.
131,986
10,481 1 PharmaNet Development Group, Inc.


427,206
   TOTAL


1,405,539
Bituminous Coal--0.5%
6,027 1 Alpha Natural Resources, Inc.


201,663
Building Materials--1.0%
12,736 Apogee Enterprises, Inc.
222,243
5,201 1 Drew Industries, Inc.


140,895
   TOTAL


363,138
Clothing Stores--3.7%
5,203 1 Aeropostale, Inc.
146,569
57 Buckle, Inc.
2,371
12,751 1 Fossil, Inc.
433,279
12,489 1 Gymboree Corp.
477,330
12,276 1 Jos A. Bank Clothiers, Inc.


334,398
   TOTAL


1,393,947
Shares
   

   

Value
COMMON STOCKS--continued
Commercial Services--0.3%
4,423 1 ICF International, Inc.

$
114,600
Commodity Chemicals--1.0%
9,390 Compass Minerals International, Inc.


398,324
Computer Peripherals--0.9%
21,442 1 Emulex Corp.


334,495
Computer Services--2.4%
4,840 1 Manhattan Associates, Inc.
119,984
14,876 1 SRA International, Inc.
408,049
10,581 1 Stanley, Inc.
294,998
2,928 Syntel, Inc.


86,757
   TOTAL


909,788
Construction Machinery--0.2%
2,140 Manitowoc, Inc.


81,577
Contracting--2.9%
6,178 1 IHS, Inc., Class A
382,665
12,564 1 Perini Corp.
439,112
8,658 1 Team, Inc.


260,173
   TOTAL


1,081,950
Cosmetics & Toiletries--2.3%
5,954 1 Chattem, Inc.
456,791
51,882 1 Sally Beauty Holdings, Inc.


423,357
   TOTAL


880,148
Crude Oil & Gas Production--0.0%
131 1 Carrizo Oil & Gas, Inc.


6,377
Defense Aerospace--2.6%
3,735 1 AAR Corp.
110,033
1,814 1 Aerovironment, Inc.
41,740
35,746 1 GenCorp, Inc.
419,658
2,826 1 Teledyne Technologies, Inc.
145,906
4,954 Triumph Group, Inc.


267,516
   TOTAL


984,853
Defense Electronics--0.7%
8,172 1 FLIR Systems, Inc.


247,448
Diversified Leisure--1.1%
8,457 1 Bally Technologies, Inc.


402,891
Shares
   

   

Value
COMMON STOCKS--continued
Drug Stores--0.3%
2,903 Longs Drug Stores Corp.

$
133,567
Electric & Electrical Original Equipment Manufacturers--0.9%
11,293 Cubic Corp.
303,330
665 1 General Cable Corp.


38,577
   TOTAL


341,907
Electrical Test/Measuring Equipment--0.8%
7,463 Badger Meter, Inc.
282,101
724 MTS Systems Corp.


24,334
   TOTAL


306,435
Electrical Equipment--1.6%
3,928 American Science & Engineering, Inc.
208,812
17,439 1 GrafTech International Ltd.
262,457
3,040 1 Rofin-Sinar Technologies, Inc.


129,230
   TOTAL


600,499
Electronic Instruments--0.7%
23,767 1 Advanced Analogic Technologies, Inc.
160,190
408 1 Cymer, Inc.
11,020
1,192 1 Dolby Laboratories, Class A
51,363
1,498 1 Hittite Microwave Corp.


59,650
   TOTAL


282,223
Ethical Drugs--0.7%
1,768 1 KV Pharmaceutical Co., Class A
45,933
3,085 1 Sciele Pharma, Inc.
73,793
1,699 1 United Therapeutics Corp.


142,682
   TOTAL


262,408
Financial Services--3.7%
3,650 Deluxe Corp.
88,768
15,234 1 Dollar Financial Corp.
383,592
2,133 1 GFI Group, Inc.
188,152
6,875 Greenhill & Co., Inc.
464,269
2,537 1 Huron Consulting Group, Inc.
182,207
2,849 National Financial Partners Corp.


102,849
   TOTAL


1,409,837
Food Wholesaling--0.3%
2,703 Nash Finch Co.


96,443
Shares
   

   

Value
COMMON STOCKS--continued
Furniture--0.6%
11,505 Tempur-Pedic International, Inc.

$
228,029
Generic Drugs--1.1%
12,863 Perrigo Co.


396,695
Grocery Chain--0.2%
4,297 Spartan Stores, Inc.


75,541
Home Products--1.2%
12,481 Tupperware Brands Corp.


461,797
Household Appliances--0.6%
3,481 1 Middleby Corp.


207,502
Industrial Machinery--2.3%
10,141 Actuant Corp.
277,154
9,372 1 H&E Equipment Services, Inc.
155,669
4,984 Valmont Industries, Inc.


417,161
   TOTAL


849,984
Insurance--0.3%
4,665 1 Darwin Professional Underwriters, Inc.


103,470
Insurance Brokerage--0.1%
2,738 Life Partners Holdings, Inc.


55,527
Internet Services--3.2%
17,899 1 NetFlix, Inc.
450,160
2,527 1 Priceline.com, Inc.
274,230
7,954 1 Shutterfly, Inc.
154,705
30,702 United Online, Inc.


342,941
   TOTAL


1,222,036
Machine Tools--0.7%
8,229 1 AZZ, Inc.


277,893
Machined Parts Original Equipment Manufacturers--0.2%
2,185 Applied Industrial Technologies, Inc.


65,965
Medical Supplies--0.9%
14,893 1 PetMed Express, Inc.
183,929
5,553 1 Wright Medical Group, Inc.


151,597
   TOTAL


335,526
Shares
   

   

Value
COMMON STOCKS--continued
Medical Technology--0.4%
690 1 Arthrocare Corp
$ 27,621
6,247 1 Possis Corp.
87,333
3,826 1 Vnus Medical Technologies, Inc.


50,695
   TOTAL


165,649
Metal Containers--1.5%
6,490 Greif, Inc., Class A
427,042
2,913 Silgan Holdings, Inc.


137,960
   TOTAL


565,002
Metal Fabrication--1.3%
4,168 Barnes Group, Inc.
111,077
6,793 Dynamic Materials Corp.


363,969
   TOTAL


475,046
Miscellaneous Communications--2.1%
8,038 1 Bankrate, Inc.
435,901
5,993 1 Cogent Communications Group, Inc.
122,677
13,493 InfoUSA, Inc.
118,603
5,563 1 NIC, Inc.
39,775
3,501 1 j2 Global Communications, Inc.


76,707
   TOTAL


793,663
Miscellaneous Food Products--0.7%
5,562 The Anderson's, Inc.


253,349
Miscellaneous Machinery--1.2%
8,010 Curtiss Wright Corp.
334,017
1,841 Nordson Corp.
91,829
267 Regal Beloit Corp.


10,125
   TOTAL


435,971
Miscellaneous Metals--0.6%
9,214 AMCOL International Corp.


225,927
Miscellaneous Components--1.0%
4,831 1 Atheros Communications
131,935
7,185 1 IPG Photonics Corp.
128,612
5,892 1 Microsemi Corp.


133,866
   TOTAL


394,413
Shares
   

   

Value
COMMON STOCKS--continued
Multi-Industry Capital Goods--1.0%
1,795 1 Ceradyne, Inc
$ 86,429
7,629 1 ESCO Technologies, Inc.


286,011
   TOTAL


372,440
Office Furniture--0.2%
1,744 HNI Corp.


58,703
Office Supplies--1.2%
7,912 1 United Stationers, Inc.


437,217
Offshore Driller--1.1%
7,914 1 Bristow Group, Inc.


398,470
Oil Service, Explore & Drill--0.6%
2,846 1 Dawson Geophysical Co.
163,019
1,284 1 McDermott International, Inc.


60,579
   TOTAL


223,598
Oil Well Supply--0.9%
5,780 1 Dril-Quip, Inc.
280,561
2,223 1 ICO, Inc.
21,541
632 Lufkin Industries, Inc.


33,414
   TOTAL


335,516
Optical Reading Equipment--0.9%
10,378 1 ScanSource, Inc.


328,568
Other Communications Equipment--0.2%
2,630 1 Netgear, Inc.


70,116
Personal Loans--0.8%
3,477 Cash America International, Inc.
113,037
14,668 1 Ezcorp, Inc., Class A


193,618
   TOTAL


306,655
Personnel Agency--0.4%
2,365 1 AMN Healthcare Services, Inc.
36,941
2,852 Administaff, Inc.
85,589
1,583 Heidrick & Struggles International, Inc.


43,501
   TOTAL


166,031
Photo-Optical Computer-Equipment--0.1%
1,073 1 II-VI, Inc.


34,787
Pollution Control--0.4%
4,124 1 Layne Christensen Co.


152,176
Shares
   

   

Value
COMMON STOCKS--continued
Property Liability Insurance--0.1%
1,451 National Interstate Corp.

$
41,194
Railroad--0.8%
8,771 Wabtec Corp.


301,635
Recreational Vehicles--0.5%
4,556 Polaris Industries, Inc., Class A


197,913
Regional Bank--0.6%
5,028 1 SVB Financial Group


243,355
Restaurant--1.1%
2,875 1 Chipotle Mexican Grill, Inc.
350,003
1,626 1 Papa Johns International, Inc.
41,122
1,113 1 Red Robin Gourmet Burgers


38,821
   TOTAL


429,946
Securities Brokerage--3.7%
9,848 1 Fcstone Group, Inc.
436,759
13,389 1 Interactive Brokers Group, Inc., Class A
466,071
2,660 1 Investment Technology Group, Inc.
124,940
14,023 OptionsXpress Holdings, Inc.


380,304
   TOTAL


1,408,074
Semiconductor Manufacturing--2.7%
4,777 1 Diodes, Inc.
110,588
17,394 1 Microtune, Inc.
101,581
3,371 1 Monolithic Power Systems
52,722
19,512 1 Plexus Corp.
440,776
10,171 1 Silicon Laboratories, Inc.


317,742
   TOTAL


1,023,409
Semiconductor Manufacturing Equipment--0.1%
1,293 1 SiRF Technology Holdings, Inc.


19,796
Services to Medical Professionals--0.7%
3,175 1 Centene Corp.
76,010
1,185 1 HMS Holdings Corp.
37,446
8,568 1 Nighthawk Radiology Holdings, Inc.


136,231
   TOTAL


249,687
Shoes--1.8%
4,046 1 Crocs, Inc.
140,760
3,634 1 Deckers Outdoor Corp.
440,586
3,871 Wolverine World Wide, Inc.


97,975
   TOTAL


679,321
Shares
   

   

Value
COMMON STOCKS--continued
Silver Production--0.2%
6,507 1 Hecla Mining Co.

$
60,515
Software Packaged/Custom--4.7%
10,134 1 Advent Software, Inc.
457,651
7,486 1 Ansoft Corp.
159,003
634 1 Blue Coat Systems, Inc.
17,036
12,339 1 Bottomline Technologies, Inc.
159,913
1,505 1 Commvault Systems, Inc.
28,023
2,686 1 DivX, Inc.
38,276
2,207 1 Double-Take Software, Inc.
34,209
1,866 1 IGATE Capital Corp.
15,450
2,820 1 Informatica Corp.
54,454
2,820 1 MicroStrategy, Inc., Class A
205,634
1,456 1 Progress Software Corp.
42,981
19,765 1 Solera Holdings, Inc.
450,444
4,970 1 Websense, Inc.


101,885
   TOTAL


1,764,959
Specialty Chemicals--1.5%
1,866 Chemed Corp.
95,595
8,672 Hercules, Inc.
152,020
9,679 Koppers Holdings, Inc.


323,859
   TOTAL


571,474
Specialty Machinery--1.2%
7,448 Woodward Governor Co.


467,585
Surveillance-Detection--0.1%
2,375 1 Lo-Jack Corp.


29,308
Telecommunications Equipment & Services--2.0%
8,662 1 Comtech Telecommunications Corp.
388,058
13,605 1 Dycom Industries, Inc.
321,350
1,215 1 GeoEye, Inc.


42,476
   TOTAL


751,884
Undesignated Consumer Cyclicals--4.0%
2,972 1 Capella Education Co.
187,474
1,680 1 CoStar Group, Inc.
71,131
Shares
   

   

Value
COMMON STOCKS--continued
Undesignated Consumer Cyclicals--continued
4,061 1 Corinthian Colleges, Inc.
$ 34,315
71 DeVRY, Inc.
3,919
4,424 1 Exponent, Inc.
136,259
9,822 Nu Skin Enterprises, Inc., Class A
161,375
3,278 1 Parexel International Corp.
178,356
6,840 1 Standard Parking Corp.
132,491
21,176 1 Sykes Enterprises, Inc.
334,369
3,155 Watson Wyatt & Co. Holdings
155,068
4,156 1 Wright Express Corp.


124,431
   TOTAL


1,519,188
Undesignated Consumer Durables-1.1%
9,847 Walter Industries, Inc.


412,786
Undesignated Consumer Staples--0.3%
1,378 Jackson Hewitt Tax Service, Inc.
30,495
1,626 1 USANA, Inc.


70,487
   TOTAL


100,982
Undesignated Technology--0.1%
2,322 1 RightNow Technologies, Inc.


23,754
   TOTAL COMMON STOCKS (IDENTIFIED COST $35,279,360)


34,020,090
MUTUAL FUND--1.6%
615,536 2,3 Prime Value Obligations Fund, Institutional Shares, 4.22%
(AT NET ASSET VALUE)


615,536
   TOTAL INVESTMENTS--91.9%
(IDENTIFIED COST $35,894,896) 4



34,635,626
   OTHER ASSETS AND LIABILITIES - NET--8.1% 5


3,050,483
   TOTAL NET ASSETS--100%

$
37,686,109

1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 Also represents cost for federal tax purposes.

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

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2008.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

January 31, 2008 (unaudited)

Assets:
      
Total investments in securities, at value including $615,536 of investments in an affiliated issuer (Note 5) (identified cost $35,894,896)
$ 34,635,626
Cash
53,446
Income receivable
2,585
Receivable for investments sold
662,444
Receivable for shares sold





3,663,641

   TOTAL ASSETS





39,017,742

Liabilities:
Payable for investments purchased
$ 1,157,459
Payable for shares redeemed
163,777
Payable for Directors'/Trustees' fees
136
Payable for distribution services fee (Note 5)
876
Payable for shareholder services fee (Note 5)
2,191
Accrued expenses


7,194




   TOTAL LIABILITIES





1,331,633

Net assets for 3,175,578 shares outstanding




$
37,686,109

Net Assets Consist of:
Paid-in capital
$ 40,538,229
Net unrealized depreciation of investments
(1,259,270 )
Accumulated net realized loss on investments
(1,449,184 )
Accumulated net investment income (loss)





(143,666
)
   TOTAL NET ASSETS




$
37,686,109

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
Net asset value per share ($33,925,590 ÷ 2,855,316 shares outstanding), no par value, unlimited shares authorized





$11.88

Offering price per share





$11.88

Redemption proceeds per share





$11.88

Class A Shares:
Net asset value per share ($2,626,259 ÷ 222,439 shares outstanding), no par value, unlimited shares authorized





$11.81

Offering price per share (100/94.50 of $11.81) 1





$12.50

Redemption proceeds per share





$11.81

Class C Shares:
Net asset value per share ($1,134,260 ÷ 97,823 shares outstanding), no par value, unlimited shares authorized





$11.60

Offering price per share





$11.60

Redemption proceeds per share (99.00/100 of $11.60) 1





$11.48

1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Six Months Ended January 31, 2008 (unaudited)

Investment Income:
         
Dividends (including $11,594 received from an affiliated issuer (Note 5))









$
67,868

Expenses:
Investment adviser fee (Note 5)
$ 156,582
Administrative personnel and services fee (Note 5)
115,629
Custodian fees
13,161
Transfer and dividend disbursing agent fees and expenses
36,841
Directors'/Trustees' fees
734
Auditing fees
11,386
Legal fees
6,144
Portfolio accounting fees
36,729
Distribution services fee--Class C Shares (Note 5)
4,184
Shareholder services fee--Class A Shares (Note 5)
1,778
Shareholder services fee--Class C Shares (Note 5)
1,325
Share registration costs
25,754
Printing and postage
10,357
Insurance premiums
3,055
Miscellaneous






1,555





   TOTAL EXPENSES






425,214





Waivers and Reimbursements (Note 5):
Waiver/reimbursement of investment adviser fee
$ (156,582 )
Waiver of administrative personnel and services fee
(22,486 )
Reimbursement of other operating expenses


(34,612
)








   TOTAL WAIVERS AND REIMBURSEMENTS






(213,680
)




Net expenses










211,534

Net investment income (loss)










(143,666
)
Realized and Unrealized Loss on Investments:
Net realized loss on investments
(1,436,188 )
Net change in unrealized appreciation of investments










(1,849,319
)
Net realized and unrealized loss on investments










(3,285,507
)
Change in net assets resulting from operations









$
(3,429,173
)

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


   

Six Months
Ended
(unaudited)
1/31/2008


   

Year Ended
7/31/2007


Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)
$ (143,666 ) $ (58,015 )
Net realized gain (loss) on investments
(1,436,188 ) 239,622
Net change in unrealized appreciation/depreciation of investments


(1,849,319
)


617,453

   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


(3,429,173
)


799,060

Distributions to Shareholders:
Distributions from net realized gain on investments
Institutional Shares
(155,812 ) - --
Class A Shares
(11,057 ) - --
Class C Shares


(6,609
)


- --

   CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS


(173,478
)


- --

Share Transactions:
Proceeds from sale of shares
26,813,954 16,603,113
Net asset value of shares issued to shareholders in payment of distributions declared
146,644 - --
Cost of shares redeemed


(3,150,613
)


(655,023
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


23,809,985



15,948,090

Change in net assets


20,207,334



16,747,150

Net Assets:
Beginning of period


17,478,775



731,625

End of period (including accumulated net investment income (loss) of $(143,666) and $0, respectively)

$
37,686,109


$
17,478,775

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2008 (unaudited)

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

In calculating its net asset value (NAV), the Fund generally values investments as follows:

  • Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
  • Shares of other mutual funds are valued based upon their reported NAVs.
  • Fixed-income securities acquired with remaining maturities greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Trustees.
  • Fixed-income securities acquired with remaining maturities of 60 days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium).
  • Derivative contracts listed on exchanges are valued at their reported settlement or closing price.
  • Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (the "Trustees").

If the Fund cannot obtain a price or price evaluation from a pricing service for an investment, the Fund may attempt to value the investment based upon the mean of bid and asked quotations or fair value the investment based on price evaluations, from one or more dealers. If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, the Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund's NAV.

Fair Valuation and Significant Events Procedures

The Trustees have authorized the use of pricing services to provide evaluations of the current fair value of certain investments for purposes of calculating the NAV. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers, and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a "bid" evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a "mid" evaluation). The Fund normally uses bid evaluations for U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for other types of fixed-income securities and OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

  • With respect to securities traded in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures or options contracts;
  • With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets;
  • Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
  • Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry.

The Trustees have approved the use of a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Fund will determine the fair value of the investment using another method approved by the Trustees.

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 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. The Fund adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes", on January 31, 2008. As of and during the period ended January 31, 2008, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. As of January 31, 2008, tax years 2004 through 2007 remain subject to examination by the Fund's major tax jurisdictions, which include the United States of America and the state of Massachusetts.

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:


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Institutional Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
1,814,792 $ 23,479,921 1,263,095 $ 15,852,998
Shares issued to shareholders in payment of distributions declared
10,017 133,229 - -- - --
Shares redeemed

(216,938
)


(2,705,237
)

(37,007
)


(478,571
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

1,607,871


$
20,907,913


1,226,088




$
15,374,427



Six Months Ended
1/31/2008


Year Ended
7/31/2007

Class A Shares:

Shares



Amount


Shares



Amount

Shares sold
198,629 $ 2,540,238 38,516 $ 455,091
Shares issued to shareholders in payment of distributions declared
766 10,117 - -- - --
Shares redeemed

(18,056
)


(219,867
)

(12,243
)


(147,029
)
   NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

181,339



$
2,330,488


26,273




$
308,062



Six Months Ended
1/31/2008


Year Ended
7/31/2007

Class C Shares:

Shares



Amount


Shares



Amount

Shares sold
61,089 $ 793,795 24,628 $ 295,024
Shares issued to shareholders in payment of distributions declared
254 3,298 - -- - --
Shares redeemed

(18,449
)


(225,509
)

(2,775
)


(29,423
)
   NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

42,894


$
571,584


21,853




$
265,601

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS

1,832,104





$
23,809,985


1,274,214




$
15,948,090

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

At January 31, 2008, the cost of investments for federal tax purposes was $35,894,896. The net unrealized depreciation of investments for federal tax purposes was $1,259,270. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $1,712,260 and net unrealized depreciation from investments for those securities having an excess of cost over value of $2,971,530.

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 and subject to the terms described in the Expense Limitation note, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. The Adviser can modify or terminate this voluntary waiver and/or reimbursement at any time at its sole discretion. For the six months ended January 31, 2008, the Adviser waived $156,391 of its fee and reimbursed $34,612 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 pervious administrative services contract. Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose to waive any portion of its fee. FAS can modify or terminate this voluntary waiver at any time at its sole discretion. For the six months ended January 31, 2008, the net fee paid to FAS was 0.684% of average daily net assets of the Fund. The Fund currently accrues the minimum administrative fee; therefore the percentage of average aggregate daily net assets is greater than the amounts presented in the chart above. FAS waived $22,486 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 at 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%

Subject to the terms described in the Expense Limitation note, FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the six months ended January 31, 2008, FSC retained $2,008 of fees paid by the Fund. On November 15, 2007, the Fund's Trustees approved an amendment to the Plan to reduce the distribution services fee for the Fund's Class A Shares from 0.25% to 0.05%. The amendment to the Plan will become effective for the Fund on March 31, 2008. For the six months ended January 31, 2008, the Fund's Class A Shares did not incur a distribution services fee.

Sales Charges

For the six months ended January 31, 2008, FSC retained $3,075 in sales charges from the sale of Class A Shares. See "What Do Shares Cost?" in the Prospectus.

Shareholder Services Fee

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. Subject to the terms described in the Expense Limitation note, FSSC may voluntarily reimburse the Fund for shareholder services fees. This voluntary reimbursement can be modified or terminated at any time. For the six months ended January 31, 2008, 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 (as shown in the financial highlights) 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 six months ended January 31, 2008, the Adviser reimbursed $191. Transactions with the affiliated company during the six months ended January 31, 2008 are as follows:

Affiliate
   
Balance of
Shares Held
7/31/2007

   
Purchases/
Additions

   
Sales/
Reductions

   
Balance of
Shares Held
1/31/2008

   
Value
   
Dividend
Income

Prime Value Obligations Fund,
Institutional Shares

317,904

9,385,587

9,087,955

615,536

$615,536

$11,594

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the six months ended January 31, 2008, were as follows:

Purchases
   
$
39,967,130
Sales

$
19,752,540

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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 September 2006, the Financial Accounting Standards Board 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 has concluded that the adoption of FAS 157 is not expected to have a material impact on the Fund's net assets or results of operations.

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. In addition, the Board was informed by the Adviser that, for the same period, the Fund underperformed its benchmark index. 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.

IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY

In an effort to reduce costs and avoid duplicate mailings, the Fund(s) intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund(s) resides (so-called "householding"), as permitted by applicable rules. The Fund's "householding" program covers its/their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Fund is also permitted to treat a shareholder as having given consent ("implied consent") if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to "household" at least sixty (60) days before it begins "householding" and (iii) none of the shareholders in the household have notified the Fund(s) or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R775
Cusip 31421R767

36367 (3/08)

Federated is a registered mark of Federated Investors, Inc. 2008 (c)Federated Investors, Inc.

Federated
World-Class Investment Manager

Federated MDT Small Cap Growth Fund

A Portfolio of Federated MDT Series



SEMI-ANNUAL SHAREHOLDER REPORT

January 31, 2008

Institutional Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
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
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)


   
Six Months
Ended
(unaudited)
1/31/2008


   
Year
Ended
7/31/2007

1
   
Period
Ended
7/31/2006

2
Net Asset Value, Beginning of Period
$13.02 $10.61 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.07 ) 3 (0.13 ) 3 (0.13 ) 3
Net realized and unrealized gain (loss) on investments

(1.00
)

2.54


0.74

   TOTAL FROM INVESTMENT OPERATIONS

(1.07
)

2.41


0.61

Less Distributions:
Distributions from net realized gain on investments

(0.07
)

- --


- --

Net Asset Value, End of Period

$11.88


$13.02


$10.61

Total Return 4

(8.29
)%

22.71
%

6.10
%
Ratios to Average Net Assets:









Net expenses

1.50
% 5

1.50
%

1.77
% 5
Net investment income (loss)

(1.00
)% 5

(1.03
)%

(1.25
)% 5
Expense waiver/reimbursement 6

1.57
% 5

5.58
%

25.65
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$33,926


$16,245


$227

Portfolio turnover

74
%

157
%

157
%

1 MDT Small Cap Growth Fund (the "Predecessor Fund") was reorganized into the 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 Fund's 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 and 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 August 1, 2007 to January 31, 2008.

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
8/1/2007

   
Ending
Account Value
1/31/2008

   
Expenses Paid
During Period 1

Actual

$1,000

$ 917.10

$7.23
Hypothetical (assuming a 5% return before expenses)

$1,000

$1,017.60

$7.61

1 Expenses are equal to the Fund's annualized net expense ratio of 1.50%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Portfolio of Investments Summary Table

At January 31, 2008, the Fund's industry composition 1 was as follows:

Industry
   
Percentage of
Total Net Assets

Software Packaged/Custom

4.7%
Undesignated Consumer Cyclicals

4.0%
Financial Services

3.7%
Securities Brokerage

3.7%
Biotechnology

3.7%
Clothing Stores

3.7%
Internet Services

3.2%
Contracting

2.9%
Semiconductor Manufacturing

2.7%
Defense Aerospace

2.6%
Computer Services

2.4%
Cosmetic and Toiletries

2.3%
Industrial Machinery

2.3%
Miscellaneous Communications

2.1%
Telecommunications Equipment & Services

2.0%
Shoes

1.8%
Electrical Equipment

1.6%
Specialty Chemicals

1.5%
Metal Containers

1.5%
Metal Fabrication

1.3%
Specialty Machinery

1.2%
Home Products

1.2%
Office Supplies

1.2%
Miscellaneous Machinery

1.2%
Restaurant

1.1%
Agricultural Machinery

1.1%
Undesignated Consumer Durables

1.1%
Diversified Leisure

1.1%
Offshore Driller

1.1%
Generic Drugs

1.1%
Commodity Chemicals

1.0%
Miscellaneous Components

1.0%
Multi-Industry Capital Goods

1.0%
Building Materials

1.0%
Other 2

21.2%
Cash Equivalents 3

1.6%
Other Assets and Liabilities--Net 4

8.1%
   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 Fund's 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

January 31, 2008 (unaudited)

Shares
   

   

Value
COMMON STOCKS--90.3%
Advertising--0.1%
1,827 1 Greenfield Online, Inc.

$
23,495
Agricultural Machinery--1.1%
6,942 Lindsay Manufacturing Co.


423,601
Aluminum--0.4%
2,515 Kaiser Aluminum Corp.


160,859
Apparel--0.2%
1,927 1 Carter's, Inc.
35,476
2,071 1 True Religion Apparel, Inc.


38,624
   TOTAL


74,100
Baking--0.8%
12,208 Flowers Foods, Inc.


292,992
Beer--0.1%
665 1 Central European Distribution Corp.


34,959
Biotechnology--3.7%
9,018 1 Air Methods Corp.
413,746
2,479 1 Alkermes, Inc.
33,020
10,782 1 BioMarin Pharmaceutical, Inc.
399,581
2,072 1 Illumina, Inc.
131,986
10,481 1 PharmaNet Development Group, Inc.


427,206
   TOTAL


1,405,539
Bituminous Coal--0.5%
6,027 1 Alpha Natural Resources, Inc.


201,663
Building Materials--1.0%
12,736 Apogee Enterprises, Inc.
222,243
5,201 1 Drew Industries, Inc.


140,895
   TOTAL


363,138
Clothing Stores--3.7%
5,203 1 Aeropostale, Inc.
146,569
57 Buckle, Inc.
2,371
12,751 1 Fossil, Inc.
433,279
12,489 1 Gymboree Corp.
477,330
12,276 1 Jos A. Bank Clothiers, Inc.


334,398
   TOTAL


1,393,947
Shares
   

   

Value
COMMON STOCKS--continued
Commercial Services--0.3%
4,423 1 ICF International, Inc.

$
114,600
Commodity Chemicals--1.0%
9,390 Compass Minerals International, Inc.


398,324
Computer Peripherals--0.9%
21,442 1 Emulex Corp.


334,495
Computer Services--2.4%
4,840 1 Manhattan Associates, Inc.
119,984
14,876 1 SRA International, Inc.
408,049
10,581 1 Stanley, Inc.
294,998
2,928 Syntel, Inc.


86,757
   TOTAL


909,788
Construction Machinery--0.2%
2,140 Manitowoc, Inc.


81,577
Contracting--2.9%
6,178 1 IHS, Inc., Class A
382,665
12,564 1 Perini Corp.
439,112
8,658 1 Team, Inc.


260,173
   TOTAL


1,081,950
Cosmetics & Toiletries--2.3%
5,954 1 Chattem, Inc.
456,791
51,882 1 Sally Beauty Holdings, Inc.


423,357
   TOTAL


880,148
Crude Oil & Gas Production--0.0%
131 1 Carrizo Oil & Gas, Inc.


6,377
Defense Aerospace--2.6%
3,735 1 AAR Corp.
110,033
1,814 1 Aerovironment, Inc.
41,740
35,746 1 GenCorp, Inc.
419,658
2,826 1 Teledyne Technologies, Inc.
145,906
4,954 Triumph Group, Inc.


267,516
   TOTAL


984,853
Defense Electronics--0.7%
8,172 1 FLIR Systems, Inc.


247,448
Diversified Leisure--1.1%
8,457 1 Bally Technologies, Inc.


402,891
Shares
   

   

Value
COMMON STOCKS--continued
Drug Stores--0.3%
2,903 Longs Drug Stores Corp.

$
133,567
Electric & Electrical Original Equipment Manufacturers--0.9%
11,293 Cubic Corp.
303,330
665 1 General Cable Corp.


38,577
   TOTAL


341,907
Electrical Test/Measuring Equipment--0.8%
7,463 Badger Meter, Inc.
282,101
724 MTS Systems Corp.


24,334
   TOTAL


306,435
Electrical Equipment--1.6%
3,928 American Science & Engineering, Inc.
208,812
17,439 1 GrafTech International Ltd.
262,457
3,040 1 Rofin-Sinar Technologies, Inc.


129,230
   TOTAL


600,499
Electronic Instruments--0.7%
23,767 1 Advanced Analogic Technologies, Inc.
160,190
408 1 Cymer, Inc.
11,020
1,192 1 Dolby Laboratories, Class A
51,363
1,498 1 Hittite Microwave Corp.


59,650
   TOTAL


282,223
Ethical Drugs--0.7%
1,768 1 KV Pharmaceutical Co., Class A
45,933
3,085 1 Sciele Pharma, Inc.
73,793
1,699 1 United Therapeutics Corp.


142,682
   TOTAL


262,408
Financial Services--3.7%
3,650 Deluxe Corp.
88,768
15,234 1 Dollar Financial Corp.
383,592
2,133 1 GFI Group, Inc.
188,152
6,875 Greenhill & Co., Inc.
464,269
2,537 1 Huron Consulting Group, Inc.
182,207
2,849 National Financial Partners Corp.


102,849
   TOTAL


1,409,837
Food Wholesaling--0.3%
2,703 Nash Finch Co.


96,443
Shares
   

   

Value
COMMON STOCKS--continued
Furniture--0.6%
11,505 Tempur-Pedic International, Inc.

$
228,029
Generic Drugs--1.1%
12,863 Perrigo Co.


396,695
Grocery Chain--0.2%
4,297 Spartan Stores, Inc.


75,541
Home Products--1.2%
12,481 Tupperware Brands Corp.


461,797
Household Appliances--0.6%
3,481 1 Middleby Corp.


207,502
Industrial Machinery--2.3%
10,141 Actuant Corp.
277,154
9,372 1 H&E Equipment Services, Inc.
155,669
4,984 Valmont Industries, Inc.


417,161
   TOTAL


849,984
Insurance--0.3%
4,665 1 Darwin Professional Underwriters, Inc.


103,470
Insurance Brokerage--0.1%
2,738 Life Partners Holdings, Inc.


55,527
Internet Services--3.2%
17,899 1 NetFlix, Inc.
450,160
2,527 1 Priceline.com, Inc.
274,230
7,954 1 Shutterfly, Inc.
154,705
30,702 United Online, Inc.


342,941
   TOTAL


1,222,036
Machine Tools--0.7%
8,229 1 AZZ, Inc.


277,893
Machined Parts Original Equipment Manufacturers--0.2%
2,185 Applied Industrial Technologies, Inc.


65,965
Medical Supplies--0.9%
14,893 1 PetMed Express, Inc.
183,929
5,553 1 Wright Medical Group, Inc.


151,597
   TOTAL


335,526
Shares
   

   

Value
COMMON STOCKS--continued
Medical Technology--0.4%
690 1 Arthrocare Corp
$ 27,621
6,247 1 Possis Corp.
87,333
3,826 1 Vnus Medical Technologies, Inc.


50,695
   TOTAL


165,649
Metal Containers--1.5%
6,490 Greif, Inc., Class A
427,042
2,913 Silgan Holdings, Inc.


137,960
   TOTAL


565,002
Metal Fabrication--1.3%
4,168 Barnes Group, Inc.
111,077
6,793 Dynamic Materials Corp.


363,969
   TOTAL


475,046
Miscellaneous Communications--2.1%
8,038 1 Bankrate, Inc.
435,901
5,993 1 Cogent Communications Group, Inc.
122,677
13,493 InfoUSA, Inc.
118,603
5,563 1 NIC, Inc.
39,775
3,501 1 j2 Global Communications, Inc.


76,707
   TOTAL


793,663
Miscellaneous Food Products--0.7%
5,562 The Anderson's, Inc.


253,349
Miscellaneous Machinery--1.2%
8,010 Curtiss Wright Corp.
334,017
1,841 Nordson Corp.
91,829
267 Regal Beloit Corp.


10,125
   TOTAL


435,971
Miscellaneous Metals--0.6%
9,214 AMCOL International Corp.


225,927
Miscellaneous Components--1.0%
4,831 1 Atheros Communications
131,935
7,185 1 IPG Photonics Corp.
128,612
5,892 1 Microsemi Corp.


133,866
   TOTAL


394,413
Shares
   

   

Value
COMMON STOCKS--continued
Multi-Industry Capital Goods--1.0%
1,795 1 Ceradyne, Inc
$ 86,429
7,629 1 ESCO Technologies, Inc.


286,011
   TOTAL


372,440
Office Furniture--0.2%
1,744 HNI Corp.


58,703
Office Supplies--1.2%
7,912 1 United Stationers, Inc.


437,217
Offshore Driller--1.1%
7,914 1 Bristow Group, Inc.


398,470
Oil Service, Explore & Drill--0.6%
2,846 1 Dawson Geophysical Co.
163,019
1,284 1 McDermott International, Inc.


60,579
   TOTAL


223,598
Oil Well Supply--0.9%
5,780 1 Dril-Quip, Inc.
280,561
2,223 1 ICO, Inc.
21,541
632 Lufkin Industries, Inc.


33,414
   TOTAL


335,516
Optical Reading Equipment--0.9%
10,378 1 ScanSource, Inc.


328,568
Other Communications Equipment--0.2%
2,630 1 Netgear, Inc.


70,116
Personal Loans--0.8%
3,477 Cash America International, Inc.
113,037
14,668 1 Ezcorp, Inc., Class A


193,618
   TOTAL


306,655
Personnel Agency--0.4%
2,365 1 AMN Healthcare Services, Inc.
36,941
2,852 Administaff, Inc.
85,589
1,583 Heidrick & Struggles International, Inc.


43,501
   TOTAL


166,031
Photo-Optical Computer-Equipment--0.1%
1,073 1 II-VI, Inc.


34,787
Pollution Control--0.4%
4,124 1 Layne Christensen Co.


152,176
Shares
   

   

Value
COMMON STOCKS--continued
Property Liability Insurance--0.1%
1,451 National Interstate Corp.

$
41,194
Railroad--0.8%
8,771 Wabtec Corp.


301,635
Recreational Vehicles--0.5%
4,556 Polaris Industries, Inc., Class A


197,913
Regional Bank--0.6%
5,028 1 SVB Financial Group


243,355
Restaurant--1.1%
2,875 1 Chipotle Mexican Grill, Inc.
350,003
1,626 1 Papa Johns International, Inc.
41,122
1,113 1 Red Robin Gourmet Burgers


38,821
   TOTAL


429,946
Securities Brokerage--3.7%
9,848 1 Fcstone Group, Inc.
436,759
13,389 1 Interactive Brokers Group, Inc., Class A
466,071
2,660 1 Investment Technology Group, Inc.
124,940
14,023 OptionsXpress Holdings, Inc.


380,304
   TOTAL


1,408,074
Semiconductor Manufacturing--2.7%
4,777 1 Diodes, Inc.
110,588
17,394 1 Microtune, Inc.
101,581
3,371 1 Monolithic Power Systems
52,722
19,512 1 Plexus Corp.
440,776
10,171 1 Silicon Laboratories, Inc.


317,742
   TOTAL


1,023,409
Semiconductor Manufacturing Equipment--0.1%
1,293 1 SiRF Technology Holdings, Inc.


19,796
Services to Medical Professionals--0.7%
3,175 1 Centene Corp.
76,010
1,185 1 HMS Holdings Corp.
37,446
8,568 1 Nighthawk Radiology Holdings, Inc.


136,231
   TOTAL


249,687
Shoes--1.8%
4,046 1 Crocs, Inc.
140,760
3,634 1 Deckers Outdoor Corp.
440,586
3,871 Wolverine World Wide, Inc.


97,975
   TOTAL


679,321
Shares
   

   

Value
COMMON STOCKS--continued
Silver Production--0.2%
6,507 1 Hecla Mining Co.

$
60,515
Software Packaged/Custom--4.7%
10,134 1 Advent Software, Inc.
457,651
7,486 1 Ansoft Corp.
159,003
634 1 Blue Coat Systems, Inc.
17,036
12,339 1 Bottomline Technologies, Inc.
159,913
1,505 1 Commvault Systems, Inc.
28,023
2,686 1 DivX, Inc.
38,276
2,207 1 Double-Take Software, Inc.
34,209
1,866 1 IGATE Capital Corp.
15,450
2,820 1 Informatica Corp.
54,454
2,820 1 MicroStrategy, Inc., Class A
205,634
1,456 1 Progress Software Corp.
42,981
19,765 1 Solera Holdings, Inc.
450,444
4,970 1 Websense, Inc.


101,885
   TOTAL


1,764,959
Specialty Chemicals--1.5%
1,866 Chemed Corp.
95,595
8,672 Hercules, Inc.
152,020
9,679 Koppers Holdings, Inc.


323,859
   TOTAL


571,474
Specialty Machinery--1.2%
7,448 Woodward Governor Co.


467,585
Surveillance-Detection--0.1%
2,375 1 Lo-Jack Corp.


29,308
Telecommunications Equipment & Services--2.0%
8,662 1 Comtech Telecommunications Corp.
388,058
13,605 1 Dycom Industries, Inc.
321,350
1,215 1 GeoEye, Inc.


42,476
   TOTAL


751,884
Undesignated Consumer Cyclicals--4.0%
2,972 1 Capella Education Co.
187,474
1,680 1 CoStar Group, Inc.
71,131
Shares
   

   

Value
COMMON STOCKS--continued
Undesignated Consumer Cyclicals--continued
4,061 1 Corinthian Colleges, Inc.
$ 34,315
71 DeVRY, Inc.
3,919
4,424 1 Exponent, Inc.
136,259
9,822 Nu Skin Enterprises, Inc., Class A
161,375
3,278 1 Parexel International Corp.
178,356
6,840 1 Standard Parking Corp.
132,491
21,176 1 Sykes Enterprises, Inc.
334,369
3,155 Watson Wyatt & Co. Holdings
155,068
4,156 1 Wright Express Corp.


124,431
   TOTAL


1,519,188
Undesignated Consumer Durables-1.1%
9,847 Walter Industries, Inc.


412,786
Undesignated Consumer Staples--0.3%
1,378 Jackson Hewitt Tax Service, Inc.
30,495
1,626 1 USANA, Inc.


70,487
   TOTAL


100,982
Undesignated Technology--0.1%
2,322 1 RightNow Technologies, Inc.


23,754
   TOTAL COMMON STOCKS (IDENTIFIED COST $35,279,360)


34,020,090
MUTUAL FUND--1.6%
615,536 2,3 Prime Value Obligations Fund, Institutional Shares, 4.22%
(AT NET ASSET VALUE)


615,536
   TOTAL INVESTMENTS--91.9%
(IDENTIFIED COST $35,894,896) 4



34,635,626
   OTHER ASSETS AND LIABILITIES - NET--8.1% 5


3,050,483
   TOTAL NET ASSETS--100%

$
37,686,109

1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 Also represents cost for federal tax purposes.

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

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2008.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

January 31, 2008 (unaudited)

Assets:
      
Total investments in securities, at value including $615,536 of investments in an affiliated issuer (Note 5) (identified cost $35,894,896)
$ 34,635,626
Cash
53,446
Income receivable
2,585
Receivable for investments sold
662,444
Receivable for shares sold





3,663,641

   TOTAL ASSETS





39,017,742

Liabilities:
Payable for investments purchased
$ 1,157,459
Payable for shares redeemed
163,777
Payable for Directors'/Trustees' fees
136
Payable for distribution services fee (Note 5)
876
Payable for shareholder services fee (Note 5)
2,191
Accrued expenses


7,194




   TOTAL LIABILITIES





1,331,633

Net assets for 3,175,578 shares outstanding




$
37,686,109

Net Assets Consist of:
Paid-in capital
$ 40,538,229
Net unrealized depreciation of investments
(1,259,270 )
Accumulated net realized loss on investments
(1,449,184 )
Accumulated net investment income (loss)





(143,666
)
   TOTAL NET ASSETS




$
37,686,109

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
Net asset value per share ($33,925,590 ÷ 2,855,316 shares outstanding),
no par value, unlimited shares authorized





$11.88

Offering price per share





$11.88

Redemption proceeds per share





$11.88

Class A Shares:
Net asset value per share ($2,626,259 ÷ 222,439 shares outstanding),
no par value, unlimited shares authorized





$11.81

Offering price per share (100/94.50 of $11.81) 1





$12.50

Redemption proceeds per share





$11.81

Class C Shares:
Net asset value per share ($1,134,260 ÷ 97,823 shares outstanding),
no par value, unlimited shares authorized





$11.60

Offering price per share





$11.60

Redemption proceeds per share (99.00/100 of $11.60) 1





$11.48

1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Six Months Ended January 31, 2008 (unaudited)

Investment Income:
         
Dividends (including $11,594 received from an affiliated issuer (Note 5))









$
67,868

Expenses:
Investment adviser fee (Note 5)
$ 156,582
Administrative personnel and services fee (Note 5)
115,629
Custodian fees
13,161
Transfer and dividend disbursing agent fees and expenses
36,841
Directors'/Trustees' fees
734
Auditing fees
11,386
Legal fees
6,144
Portfolio accounting fees
36,729
Distribution services fee--Class C Shares (Note 5)
4,184
Shareholder services fee--Class A Shares (Note 5)
1,778
Shareholder services fee--Class C Shares (Note 5)
1,325
Share registration costs
25,754
Printing and postage
10,357
Insurance premiums
3,055
Miscellaneous






1,555





   TOTAL EXPENSES






425,214





Waivers and Reimbursements (Note 5):
Waiver/reimbursement of investment adviser fee
$ (156,582 )
Waiver of administrative personnel and services fee
(22,486 )
Reimbursement of other operating expenses


(34,612
)








   TOTAL WAIVERS AND REIMBURSEMENTS






(213,680
)




Net expenses










211,534

Net investment income (loss)










(143,666
)
Realized and Unrealized Loss on Investments:
Net realized loss on investments
(1,436,188 )
Net change in unrealized appreciation of investments










(1,849,319
)
Net realized and unrealized loss on investments










(3,285,507
)
Change in net assets resulting from operations









$
(3,429,173
)

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


   

Six Months
Ended
(unaudited)
1/31/2008


   

Year Ended
7/31/2007


Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)
$ (143,666 ) $ (58,015 )
Net realized gain (loss) on investments
(1,436,188 ) 239,622
Net change in unrealized appreciation/depreciation of investments


(1,849,319
)


617,453

   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


(3,429,173
)


799,060

Distributions to Shareholders:
Distributions from net realized gain on investments
Institutional Shares
(155,812 ) - --
Class A Shares
(11,057 ) - --
Class C Shares


(6,609
)


- --

   CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS


(173,478
)


- --

Share Transactions:
Proceeds from sale of shares
26,813,954 16,603,113
Net asset value of shares issued to shareholders in payment of distributions declared
146,644 - --
Cost of shares redeemed


(3,150,613
)


(655,023
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


23,809,985



15,948,090

Change in net assets


20,207,334



16,747,150

Net Assets:
Beginning of period


17,478,775



731,625

End of period (including accumulated net investment income (loss) of $(143,666) and $0, respectively)

$
37,686,109


$
17,478,775

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2008 (unaudited)

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

In calculating its net asset value (NAV), the Fund generally values investments as follows:

  • Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
  • Shares of other mutual funds are valued based upon their reported NAVs.
  • Fixed-income securities acquired with remaining maturities greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Trustees.
  • Fixed-income securities acquired with remaining maturities of 60 days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium).
  • Derivative contracts listed on exchanges are valued at their reported settlement or closing price.
  • Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (the "Trustees").

If the Fund cannot obtain a price or price evaluation from a pricing service for an investment, the Fund may attempt to value the investment based upon the mean of bid and asked quotations or fair value the investment based on price evaluations, from one or more dealers. If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, the Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund's NAV.

Fair Valuation and Significant Events Procedures

The Trustees have authorized the use of pricing services to provide evaluations of the current fair value of certain investments for purposes of calculating the NAV. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers, and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a "bid" evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a "mid" evaluation). The Fund normally uses bid evaluations for U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for other types of fixed-income securities and OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

  • With respect to securities traded in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures or options contracts;
  • With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets;
  • Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
  • Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry.

The Trustees have approved the use of a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Fund will determine the fair value of the investment using another method approved by the Trustees.

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 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. The Fund adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes", on January 31, 2008. As of and during the period ended January 31, 2008, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. As of January 31, 2008, tax years 2004 through 2007 remain subject to examination by the Fund's major tax jurisdictions, which include the United States of America and the state of Massachusetts.

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:


   
Six Months Ended
1/31/2008

   
Year Ended
7/31/2007

Institutional Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
1,814,792 $ 23,479,921 1,263,095 $ 15,852,998
Shares issued to shareholders in payment of distributions declared
10,017 133,229 - -- - --
Shares redeemed

(216,938
)


(2,705,237
)

(37,007
)


(478,571
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

1,607,871


$
20,907,913


1,226,088




$
15,374,427



Six Months Ended
1/31/2008


Year Ended
7/31/2007

Class A Shares:

Shares



Amount


Shares



Amount

Shares sold
198,629 $ 2,540,238 38,516 $ 455,091
Shares issued to shareholders in payment of distributions declared
766 10,117 - -- - --
Shares redeemed

(18,056
)


(219,867
)

(12,243
)


(147,029
)
   NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

181,339



$
2,330,488


26,273




$
308,062



Six Months Ended
1/31/2008


Year Ended
7/31/2007

Class C Shares:

Shares



Amount


Shares



Amount

Shares sold
61,089 $ 793,795 24,628 $ 295,024
Shares issued to shareholders in payment of distributions declared
254 3,298 - -- - --
Shares redeemed

(18,449
)


(225,509
)

(2,775
)


(29,423
)
   NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

42,894


$
571,584


21,853




$
265,601

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS

1,832,104





$
23,809,985


1,274,214




$
15,948,090

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

At January 31, 2008, the cost of investments for federal tax purposes was $35,894,896. The net unrealized depreciation of investments for federal tax purposes was $1,259,270. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $1,712,260 and net unrealized depreciation from investments for those securities having an excess of cost over value of $2,971,530.

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 and subject to the terms described in the Expense Limitation note, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. The Adviser can modify or terminate this voluntary waiver and/or reimbursement at any time at its sole discretion. For the six months ended January 31, 2008, the Adviser waived $156,391 of its fee and reimbursed $34,612 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 pervious administrative services contract. Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose to waive any portion of its fee. FAS can modify or terminate this voluntary waiver at any time at its sole discretion. For the six months ended January 31, 2008, the net fee paid to FAS was 0.684% of average daily net assets of the Fund. The Fund currently accrues the minimum administrative fee; therefore the percentage of average aggregate daily net assets is greater than the amounts presented in the chart above. FAS waived $22,486 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 at 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%

Subject to the terms described in the Expense Limitation note, FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the six months ended January 31, 2008, FSC retained $2,008 of fees paid by the Fund. On November 15, 2007, the Fund's Trustees approved an amendment to the Plan to reduce the distribution services fee for the Fund's Class A Shares from 0.25% to 0.05%. The amendment to the Plan will become effective for the Fund on March 31, 2008. For the six months ended January 31, 2008, the Fund's Class A Shares did not incur a distribution services fee.

Sales Charges

For the six months ended January 31, 2008, FSC retained $3,075 in sales charges from the sale of Class A Shares. See "What Do Shares Cost?" in the Prospectus.

Shareholder Services Fee

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. Subject to the terms described in the Expense Limitation note, FSSC may voluntarily reimburse the Fund for shareholder services fees. This voluntary reimbursement can be modified or terminated at any time. For the six months ended January 31, 2008, 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 (as shown in the financial highlights) 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 six months ended January 31, 2008, the Adviser reimbursed $191. Transactions with the affiliated company during the six months ended January 31, 2008 are as follows:

Affiliate
   
Balance of
Shares Held
7/31/2007

   
Purchases/
Additions

   
Sales/
Reductions

   
Balance of
Shares Held
1/31/2008

   
Value
   
Dividend
Income

Prime Value Obligations Fund,
Institutional Shares

317,904

9,385,587

9,087,955

615,536

$615,536

$11,594

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the six months ended January 31, 2008, were as follows:

Purchases
   
$
39,967,130
Sales

$
19,752,540

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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 September 2006, the Financial Accounting Standards Board 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 has concluded that the adoption of FAS 157 is not expected to have a material impact on the Fund's net assets or results of operations.

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. In addition, the Board was informed by the Adviser that, for the same period, the Fund underperformed its benchmark index. 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.

IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY

In an effort to reduce costs and avoid duplicate mailings, the Fund(s) intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund(s) resides (so-called "householding"), as permitted by applicable rules. The Fund's "householding" program covers its/their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Fund is also permitted to treat a shareholder as having given consent ("implied consent") if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to "household" at least sixty (60) days before it begins "householding" and (iii) none of the shareholders in the household have notified the Fund(s) or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R759

36369 (3/08)

Federated is a registered mark of Federated Investors, Inc. 2008 (c)Federated Investors, Inc.

Federated
World-Class Investment Manager

Federated MDT Small Cap Value Fund

Established 2005

A Portfolio of Federated MDT Series

SEMI-ANNUAL SHAREHOLDER REPORT

January 31, 2008

Class A Shares
Class C Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
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
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 - Class A Shares

(For a Share Outstanding Throughout Each Period)

Six Months
Ended
(unaudited)
Year
Ended
Period
Ended

   
1/31/2008

   
7/31/2007
1
   
7/31/2006
2
Net Asset Value, Beginning of Period:
$11.37 $10.61 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.02 ) (0.05 ) 3 (0.07 ) 3
Net realized and unrealized gain (loss) on investments

(0.48
)

0.81


0.68

   TOTAL FROM INVESTMENT OPERATIONS

(0.50
)

0.76


0.61

Less Distributions:
Distributions from net realized gain on investments

(0.76
)

- --


- --

Net Asset Value, End of Period

$10.11


$11.37


$10.61

Total Return 4

(4.77
)%

7.16
%

6.10
%
Ratios to Average Net Assets:









Net expenses

1.75
% 5

1.75
%

2.00
% 5
Net investment income (loss)

(0.30
)% 5

(0.44
)%

(0.59
)% 5
Expense waiver/reimbursement 6

3.41
% 5

4.45
%

34.07
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$2,531


$2,950


$699

Portfolio turnover

126
%

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 Fund's 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)

Six Months
Ended
(unaudited)
Year
Ended
Period
Ended

   
1/31/2008

   
7/31/2007
1
   
7/31/2006
2
Net Asset Value, Beginning of Period
$11.21 $10.54 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.04 ) (0.14 ) 3 (0.15 ) 3
Net realized and unrealized gain (loss) on investments

(0.49
)

0.81


0.69

   TOTAL FROM INVESTMENT OPERATIONS

(0.53
)

0.67


0.54

Less Distributions:
Distributions from net realized gain on investments

(0.76
)

- --


- --

Net Asset Value, End of Period

$9.92


$11.21


$10.54

Total Return 4

(5.10
)%

6.36
%

5.40
%
Ratios to Average Net Assets:









Net expenses

2.49
% 5

2.50
%

2.75
% 5
Net investment income (loss)

(1.06
)% 5

(1.20
)%

(1.34
)% 5
Expense waiver/reimbursement 6

3.44
% 5

4.06
%

34.07
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$1,030


$951


$51

Portfolio turnover

126
%

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 Fund's 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 and 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 August 1, 2007 to January 31, 2008.

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
8/1/2007

   
Ending
Account Value
1/31/2008

   
Expenses Paid
During Period 1

Actual:






Class A Shares

$1,000

$ 952.30

$ 8.59
Class C Shares

$1,000

$ 949.00

$12.20
Hypothetical (assuming a 5% return before expenses):






Class A Shares

$1,000

$1,016.34

$ 8.87
Class C Shares

$1,000

$1,012.62

$12.60

1 Expenses are equal to the Fund's annualized net expense ratios, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The annualized net expense ratios are as follows:

Class A Shares
   
1.75%
Class C Shares

2.49%

Portfolio of Investments Summary Table

At January 31, 2008, the Fund's industry composition 1 was as follows:

Industry
   
Percentage of
Total Net Assets

Crude Oil & Gas Production

8.1
%
Property Liability Insurance

7.9
%
Multi-Line Insurance

6.4
%
Regional Bank

5.8
%
Electric Utility

3.2
%
Other Communications Equipment

2.7
%
Personnel Agency

2.5
%
Semiconductor Manufacturing

2.5
%
Contracting

2.3
%
Computer Stores

2.3
%
Home Products

2.3
%
Life Insurance

2.1
%
Airline--Regional

2.0
%
Agricultural Chemicals

2.0
%
Software Package

2.0
%
Insurance Brokerage

1.9
%
Greeting Cards

1.8
%
Specialty Chemicals

1.8
%
Commodity Chemicals

1.8
%
Multi-Industry Basic

1.7
%
Securities Brokerage

1.7
%
Oil Service, Explore & Drill

1.6
%
Miscellaneous Food Products

1.6
%
Savings & Loan

1.6
%
Maritime

1.6
%
Electrical Equipment

1.2
%
Financial Services

1.2
%
Gas Distributor

1.2
%
Package Foods

1.0
%
Computer Services

1.0
%
Miscellaneous Metals

1.0
%
Other Securities 2

21.3
%
Cash Equivalents 3

4.5
%
Other Assets and Liabilities--Net 4

(3.6
)%
   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 Fund's 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

January 31, 2008 (unaudited)

Shares
   

   

Value

COMMON STOCKS--99.1%
Agricultural Chemicals--2.0%
206 CF Industries Holdings, Inc.
$ 22,028
5,282 1 Terra Industries, Inc.


238,060

   TOTAL


260,088

Agricultural Machinery--0.2%
336 Lindsay Manufacturing Co.


20,503

Airline - National--0.3%
903 1 Atlas Air Worldwide Holdings, Inc.


45,096

Airline - Regional--2.0%
5,946 1 Republic Airways Holdings, Inc.
118,682
5,616 SkyWest, Inc.


146,128

   TOTAL


264,810

Beer--0.4%
1,078 1 Central European Distribution Corp.


56,670

Biotechnology--0.6%
1,283 1 Emergent Biosolutions, Inc.
9,571
680 1 Martek Biosciences Corp.
19,380
4,774 1 ViroPharma, Inc.


42,298

   TOTAL


71,249

Book Publishing--0.3%
1,302 1 Scholastic Corp.


44,620

Cellular Communications--0.5%
5,264 1 USA Mobility, Inc.


63,221

Clothing Stores--0.1%
405 1 Fossil, Inc.


13,762

Commercial Services--0.8%
1,534 1 Aecom Technology Corp.
37,782
3,414 1 SAIC, Inc.


64,525

   TOTAL


102,307

Shares
   

   

Value

COMMON STOCKS--continued
Commodity Chemicals--1.8%
2,885 Compass Minerals International, Inc.
$ 122,382
866 Innophos Holdings, Inc.
10,747
1,841 Newmarket Corp.


99,193

   TOTAL


232,322

Computer Services--1.0%
367 1 CACI International, Inc., Class A
15,998
5,297 1 Synnex Corp.


112,826

   TOTAL


128,824

Computer Stores--2.3%
2,526 1 PC Connections, Inc.
31,802
7,902 1 Tech Data Corp.


271,671

   TOTAL


303,473

Construction Machinery--0.3%
855 Manitowoc, Inc.


32,593

Contracting--2.3%
3,873 Comfort Systems USA, Inc.
47,522
8,132 1 Emcor Group, Inc.
178,335
3,046 1 ICF International, Inc.


78,922

   TOTAL


304,779

Crude Oil & Gas Production--8.1%
5,312 Berry Petroleum Co., Class A
199,041
7,432 1 Encore Aquisition Co.
242,283
1,561 Penn Virginia Corp.
66,514
333 1 Petroleum Development Corp.
19,147
733 1 Rosetta Resources, Inc.
12,849
4,611 1 Stone Energy Corp.
189,051
4,324 1 Swift Energy Co.
186,581
2,554 1 Whiting Petroleum Corp.


137,252

   TOTAL


1,052,718

Defense Aerospace--0.3%
875 1 MOOG, Inc., Class A


40,285

Shares
   

   

Value

COMMON STOCKS--continued
Diversified Leisure--0.3%
837 International Speedway Corp., Class A

$
34,267

Drug Stores--0.2%
491 Longs Drug Stores Corp.


22,591

Electric & Electronic Original Equipment Manufacturers--0.2%
2,440 CTS Corp.
25,864
121 Cubic Corp.


3,250

   TOTAL


29,114

Electric Utility--3.2%
628 Allete, Inc.
24,172
2,738 Avista Corp.
55,171
1,540 CH Energy Group, Inc.
59,429
3,153 1 El Paso Electric Co.
73,875
971 Idacorp, Inc.
31,693
3,332 Portland General Electric Co.
82,100
3,091 UniSource Energy Corp.


90,814

   TOTAL


417,254

Electrical Equipment--1.2%
3,240 Encore Wire Corp.
54,043
1,996 1 EnerSys, Inc.
45,988
909 Robbins & Myers, Inc.


60,248

   TOTAL


160,279

Electronic Instruments--0.2%
390 Analogic Corp.
23,033
217 1 Axsys Technologies, Inc.


8,216

   TOTAL


31,249

Financial Services--1.2%
2,129 1 Encore Capital Group, Inc.
16,649
1,019 Evercore Partners, Inc., Class A
18,546
4,324 Hercules Technology Growth Capital, Inc.
50,375
392 Lakeland Financial Corp.
8,683
3,846 Medallion Financial Corp.
38,306
1,900 Midwest Banc Holdings, Inc.


21,793

   TOTAL


154,352

Shares
   

   

Value

COMMON STOCKS--continued
Furniture--0.2%
1,212 Hooker Furniture Corp.

$
26,591

Gas Distributor--1.2%
2,761 Southwest Gas Corp.
78,827
2,284 WGL Holdings, Inc.


73,636

   TOTAL


152,463

Generic Drugs--0.6%
2,376 Perrigo Co.


73,276

Greeting Cards--1.8%
4,494 American Greetings Corp., Class A
92,217
3,026 CSS Industries, Inc.
88,299
4,253 FTD Group, Inc.


54,141

   TOTAL


234,657

Grocery Chain--0.3%
1,534 Casey's General Stores, Inc.


39,884

Home Health Care--0.1%
235 1 Amerigroup Corp.


8,817

Home Products--2.3%
6,008 Blyth Industries, Inc.
130,914
4,635 Tupperware Brands Corp.


171,495

   TOTAL


302,409

Industrial Machinery--0.6%
3,128 1 Columbus McKinnon Corp.
79,983
43 Tennant Co.


1,419

   TOTAL


81,402

Insurance Brokerage--1.9%
6,707 AmTrust Financial Services, Inc.
105,300
2,926 Odyssey Re Holdings Corp.
111,129
2,037 1 Texas Capital Bancshares, Inc.


35,505

   TOTAL


251,934

International Bank--0.0%
15 Preferred Bank Los Angeles, CA


330

Internet Services--0.2%
2,286 1 CMG Information Services, Inc.


29,489

Shares
   

   

Value

COMMON STOCKS--continued
Jewelry Stores--0.6%
3,359 Movado Group, Inc.

$
81,355

Leasing--0.6%
3,391 Financial Federal Corp.


81,520

Life Insurance--2.1%
4,913 Delphi Financial Group, Inc., Class A
154,170
10,594 Phoenix Cos., Inc.


114,733

   TOTAL


268,903

Long-Term Care Centers--0.5%
7,929 1 Five Star Quality Care, Inc.


60,498

Machine Tools--0.6%
2,456 1 AZZ, Inc.


82,939

Machined Parts Original Equipment Manufacturers--0.1%
367 Applied Industrial Technologies, Inc.


11,080

Major Steel Producer--0.1%
478 1 Universal Stainless & Alloy


11,826

Maritime--1.6%
429 Eagle Bulk Shipping, Inc.
10,605
3,019 Genco Shipping & Trading Ltd.
148,897
1,977 TAL International Group, Inc.


43,534

   TOTAL


203,036

Medical Supplies--0.5%
2,817 Invacare Corp.


68,566

Medical Technology--0.3%
471 1 Bio Rad Laboratories, Inc., Class A


44,844

Metal Fabrication--0.8%
1,487 Mueller Industries, Inc.
41,636
1,900 Olympic Steel, Inc.


64,201

   TOTAL


105,837

Miscellaneous Components--0.7%
8,921 1 Kemet Corp.
46,478
4,209 1 Zoran Corp.


49,666

   TOTAL


96,144

Miscellaneous Food Products--1.6%
6,378 1 Fresh Del Monte Produce, Inc.


204,351

Miscellaneous Machinery--0.5%
1,234 Curtiss Wright Corp.
51,458
170 Nordson Corp.


8,480

   TOTAL


59,938

Shares
   

   

Value

COMMON STOCKS--continued
Miscellaneous Metals--1.0%
1,294 Matthews International Corp., Class A
$ 63,238
8,057 1 USEC, Inc.


65,020

   TOTAL


128,258

Multi-Industry Basic--1.7%
10,830 Olin Corp.


221,907

Multi-Line Insurance--6.4%
4,226 1 Amerisafe, Inc.
58,107
3,715 FBL Financial Group, Inc., Class A
122,409
2,181 1 FPIC Insurance Group, Inc.
91,842
3,933 Harleysville Group, Inc.
140,211
2,280 Infinity Property & Casualty
90,904
2,821 1 Navigators Group, Inc.
162,856
1,121 Safety Insurance Group, Inc.
43,741
2,881 Zenith National Insurance Corp.


114,721

   TOTAL


824,791

Mutual Fund Adviser--0.0%
24 Calamos Asset Management, Inc.


524

Natural Gas Production--0.4%
527 1 Natural Gas Services Group, Inc.
9,117
10,311 1 VAALCO Energy, Inc.


46,399

   TOTAL


55,516

Office Supplies--0.9%
2,119 1 United Stationers, Inc.


117,096

Offshore Driller--0.9%
2,960 1 Hornbeck Offshore Services, Inc.


114,493

Oil Service, Explore & Drill--1.6%
3,205 1 Gulfmark Offshore, Inc.
134,033
2,250 1 Trico Marine Services, Inc.


72,202

   TOTAL


206,235

Oil Well Supply--0.2%
2,544 1 ICO, Inc.


24,651

Other Communications Equipment--2.7%
15,163 1 Skyworks Solutions, Inc.
122,062
3,153 1 Superior Essex, Inc.
75,830
9,273 1 Syniverse Holdings, Inc.


146,421

   TOTAL


344,313

Shares
   

   

Value

COMMON STOCKS--continued
Other Steel Producer--0.1%
225 1 Northwest Pipe Co.

$
9,324

Packaged Foods--1.0%
7,174 1 Chiquita Brands International


134,010

Paper Products--0.8%
7,770 1 Buckeye Technologies, Inc.


102,175

Personnel Agency--2.5%
2,038 CDI Corp.
39,639
3,637 Maximus, Inc.
128,313
12,049 1 Spherion Corp.
80,487
4,263 1 Volt Information Science, Inc.


79,590

   TOTAL


328,029

Plastic--0.5%
3,450 Schulman (A.), Inc.


70,345

Printed Circuit Boards--0.4%
1,480 1 Benchmark Electronics, Inc.
26,270
956 Park Electrochemical Corp.


22,638

   TOTAL


48,908

Property Liability Insurance--7.9%
2,866 American Physicians Capital, Inc.
118,423
4,495 1 CNA Surety Corp.
80,146
4,782 Horace Mann Educators Corp.
87,845
5,003 1 Meadowbrook Insurance Group, Inc.
46,028
3,085 1 OneBeacon Insurance Group Ltd.
65,309
3,222 1 ProAssurance Corp.
185,909
1,793 RLI Corp.
101,125
4,432 1 Seabright Insurance Holdings, Inc.
65,106
4,308 Selective Insurance Group, Inc.
103,004
1,817 State Auto Financial Corp.
50,749
3,565 United Fire & Casualty Co.


119,000

   TOTAL


1,022,644

Recreational Goods--0.2%
1,265 Callaway Golf Co.


22,669

Shares
   

   

Value

COMMON STOCKS--continued
Regional Bank--5.8%
2,001 Bancorpsouth, Inc.
$ 49,065
1,247 Capital Corp. of the West
24,778
3,141 Cathay Bancorp, Inc.
81,446
1,460 City Bank Lynwood, WA
31,974
1,080 Community Trust Bancorp, Inc.
31,223
295 First Community Bancshares, Inc.
10,198
1,686 First Merchants Corp.
45,522
173 FirstMerit Corp.
3,870
169 Horizon Financial Corp.
2,660
774 Iberiabank Corp.
39,791
292 Independent Bank Corp.- Massachusetts
8,480
1,994 NBT Bancorp, Inc.
45,024
1,390 Old Second Bancorp, Inc.
38,920
5,892 Oriental Financial Group
94,095
2,111 Pacific Capital Bancorp
45,386
2,399 Renasant Corp.
50,307
2,836 Republic Bancorp, Inc.
52,041
115 S & T Bancorp, Inc.
3,578
176 SCBT Financial Corp.
5,266
599 1 SVB Financial Group
28,992
1,834 UCBH Holdings, Inc.
25,896
1,275 Wesbanco, Inc.


35,011

   TOTAL


753,523

Resorts--0.1%
3,742 1 Silverleaf Resorts, Inc.


14,444

Restaurant--0.6%
117 Bob Evans Farms, Inc.
3,480
2,305 1 CEC Entertainment, Inc.
53,776
998 Landry's Seafood Restaurants, Inc.


20,469

   TOTAL


77,725

Rubber--0.4%
2,889 Cooper Tire & Rubber Co.


49,315

Shares
   

   

Value

COMMON STOCKS--continued
Savings & Loan--1.6%
3,072 Anchor Bancorp Wisconsin, Inc.
$ 76,800
3,870 First Niagara Financial Group, Inc.
49,226
1,342 Flushing Financial Corp.
21,459
1,536 1 Investors Bancorp, Inc.
23,424
971 OceanFirst Financial Corp.
16,264
316 WSFS Financial Corp.


16,843

   TOTAL


204,016

Securities Brokerage--1.7%
1,191 1 Interactive Brokers Group, Inc., Class A
41,459
8,745 1 Knight Capital Group, Inc., Class A
146,479
2,799 1 Penson Worldwide, Inc.


27,122

   TOTAL


215,060

Semiconductor Manufacturing--2.5%
6,499 1 Omnivision Technologies, Inc.
92,026
5,843 1 Plexus Corp.
131,993
4,208 1 Semtech Corp.
53,736
9,724 1 Triquint Semiconductor, Inc.


46,092

   TOTAL


323,847

Semiconductor Manufacturing Equipment--0.4%
2,171 1 Brooks Automation, Inc.
26,682
3,862 1 Entegris, Inc.


29,737

   TOTAL


56,419

Services to Medical Professionals --0.2%
897 1 Molina Healthcare, Inc.


30,597

Shoes--0.1%
102 1 Deckers Outdoor Corp.


12,366

Soft Drinks--0.1%
1,981 1 National Beverage Corp.


14,065

Software Packaged/Custom--2.0%
4,602 1 CSG Systems International, Inc.
58,721
1,028 1 EPIQ Systems, Inc.
15,163
4,832 1 Lawson Software Inc.
41,990
521 1 ManTech International Corp., Class A
21,309
3,222 1 Perot Systems Corp.
39,115
2,568 1 S1 Corp.
14,535
2,259 1 TNS, Inc.
39,917
3,313 1 Tibco Software, Inc.


24,649

   TOTAL


255,399

Shares
   

   

Value

COMMON STOCKS--continued
Specialty Chemicals--1.8%
650 Minerals Technologies, Inc.
$ 35,360
3,443 1 OM Group, Inc.


197,559

   TOTAL


232,919

Specialty Machinery--0.5%
964 Woodward Governor Co.


60,520

Specialty Retailing--0.3%
645 1 Cabela's, Inc., Class A
9,514
1,281 1 Conn's, Inc.


24,723

   TOTAL


34,237

Telecommunication Equipment & Services--0.7%
3,399 1 ADC Telecommunications, Inc.
50,271
1,079 1 Dycom Industries, Inc.
25,486
1,714 1 Premiere Global Services, Inc.


20,894

   TOTAL


96,651

Telephone Utility--0.3%
1,136 Atlantic Telephone Network, Inc.


35,773

Toys & Games--0.4%
2,243 1 JAKKS Pacific, Inc.


52,845

Undesignated Consumer Cyclicals --0.8%
3,318 Speedway Motorsports, Inc.


100,701

   TOTAL COMMON STOCKS (IDENTIFIED COST $13,125,442)


12,864,825

MUTUAL FUND--4.5%
579,012 2,3 Prime Value Obligations Fund, Institutional Shares, 4.22%
(AT NET ASSET VALUE)


579,012

   TOTAL INVESTMENTS--103.6%
(IDENTIFIED COST $13,704,454) 4



13,443,837

   OTHER ASSETS AND LIABILITIES - NET--(3.6)% 5


(464,225
)
   TOTAL NET ASSETS--100%

$
12,979,612

1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 Also represents cost for federal tax purposes.

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

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2008.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

January 31, 2008 (unaudited)

Assets:
      
Total investments in securities, at value including $579,012 of investments in an affiliated issuer (Note 5) (identified cost $13,704,454)
$ 13,443,837
Cash
58
Income receivable
3,542
Receivable for investments sold
607,778
Receivable for shares sold
9,780
Prepaid expense





4,720

   TOTAL ASSETS





14,069,715

Liabilities:
Payable for investments purchased
$ 1,053,217
Payable for shares redeemed
33,628
Payable for Directors'/Trustees' fees
329
Payable for distribution services fee (Note 5)
668
Payable for shareholder service fees (Note 5)


2,261




   TOTAL LIABILITIES





1,090,103

Net assets for 1,279,939 shares outstanding




$
12,979,612

Net Assets Consist of:
Paid-in capital
$ 14,371,159
Net unrealized depreciation of investments
(260,617 )
Accumulated net realized loss on investments
(1,119,531 )
Accumulated net investment income (loss)





(11,399
)
   TOTAL NET ASSETS




$
12,979,612

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
Net asset value per share ($9,419,344 ÷ 925,776 shares outstanding), no par value, unlimited shares authorized





$10.17

Offering price per share





$10.17

Redemption proceeds per share





$10.17

Class A Shares:
Net asset value per share ($2,530,762 ÷ 250,351 shares outstanding), no par value, unlimited shares authorized





$10.11

Offering price per share (100/94.50 of $10.11) 1





$10.70

Redemption proceeds per share





$10.11

Class C Shares:
Net asset value per share ($1,029,506 ÷ 103,812 shares outstanding), no par value, unlimited shares authorized





$9.92

Offering price per share





$9.92

Redemption proceeds per share (99.00/100 of $9.92) 1





$9.82

1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Six Months Ended January 31, 2008 (unaudited)

Investment Income:
         
Dividends (including $3,708 received from an affiliated issuer (Note 5) and net of foreign taxes withheld of $82)









$
100,751

Expenses:
Investment adviser fee (Note 5)
$ 79,258
Administrative personnel and services fee (Note 5)
115,629
Custodian fees
16,144
Transfer and dividend disbursing agent fees and expenses
27,904
Directors'/Trustees' fees
685
Auditing fees
11,386
Legal fees
5,718
Portfolio accounting fees
37,608
Distribution services fee--Class C Shares (Note 5)
3,651
Shareholder services fee--Class A Shares (Note 5)
3,795
Shareholder services fee--Class C Shares (Note 5)
1,155
Share registration costs
25,575
Printing and postage
13,060
Insurance premiums
3,065
Interest expense
1,291
Miscellaneous






1,497





   TOTAL EXPENSES






347,421





Waivers and Reimbursements (Note 5):
Waiver/reimbursement of investment adviser fee
$ (79,258 )
Waiver of administrative personnel and services fee
(22,554 )
Reimbursement of other operating expenses


(133,459
)








   TOTAL WAIVERS AND REIMBURSEMENTS






(235,271
)




Net expenses










112,150

Net investment income (loss)










(11,399
)
Realized and Unrealized Gain (Loss) on Investments:
Net realized loss on investments
(1,054,453 )
Net change in unrealized depreciation of investments










372,932

Net realized and unrealized loss on investments










(681,521
)
Change in net assets resulting from operations









$
(692,920
)

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


   

Six Months
Ended
(unaudited)
1/31/2008


   


Year Ended
7/31/2007


Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)
$ (11,399 ) $ (32,233 )
Net realized gain (loss) on investments
(1,054,453 ) 875,788
Net change in unrealized appreciation/depreciation of investments


372,932



(619,049
)
   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


(692,920
)


224,506

Distributions to Shareholders:
Distributions from net realized gain on investments
Institutional Shares
(638,272 ) - --
Class A Shares
(198,621 ) - --
Class C Shares


(63,763
)


- --

   CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS


(900,656
)


- --

Share Transactions:
Proceeds from sale of shares
3,131,167 16,884,477
Net asset value of shares issued to shareholders in payment of distributions declared
316,054 - --
Cost of shares redeemed


(3,967,414
)


(3,364,195
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


(520,193
)


13,520,282

Redemption fees


- --



39

Change in net assets


(2,113,769
)


13,744,827

Net Assets:
Beginning of period


15,093,381



1,348,554

End of period (including accumulated net investment income (loss) of $(11,399) and $0, respectively)

$
12,979,612


$
15,093,381

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2008 (unaudited)

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

In calculating its net asset value (NAV), the Fund generally values investments as follows:

  • Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
  • Shares of other mutual funds are valued based upon their reported NAVs.
  • Fixed-income securities acquired with remaining maturities greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Trustees.
  • Fixed-income securities acquired with remaining maturities of 60 days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium).
  • Derivative contracts listed on exchanges are valued at their reported settlement or closing price.
  • Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (the "Trustees").

If the Fund cannot obtain a price or price evaluation from a pricing service for an investment, the Fund may attempt to value the investment based upon the mean of bid and asked quotations or fair value the investment based on price evaluations, from one or more dealers. If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, the Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund's NAV.

Fair Valuation and Significant Events Procedures

The Trustees have authorized the use of pricing services to provide evaluations of the current fair value of certain investments for purposes of calculating the NAV. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers, and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a "bid" evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a "mid" evaluation). The Fund normally uses bid evaluations for U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for other types of fixed-income securities and OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

  • With respect to securities traded in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures or options contracts;
  • With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets;
  • Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
  • Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry.

The Trustees have approved the use of a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Fund will determine the fair value of the investment using another method approved by the Trustees.

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 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. The Fund adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes", on January 31, 2008. As of and during the period ended January 31, 2008, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. As of January 31, 2008, tax years 2004 through 2007 remain subject to examination by the Fund's major tax jurisdictions, which include the United States of America and the state of Massachusetts.

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:



Six Months Ended
1/31/2008


Year Ended
7/31/2007

Institutional Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
212,488 $ 2,340,543 1,140,726 $ 12,999,804
Shares issued to shareholders in payment of distributions declared
7,093 75,830 - -- - --
Shares redeemed

(273,623
)


(3,058,298
)

(217,235
)


(2,529,781
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

(54,042
)

$
(641,925
)

923,491


$
10,470,023



Six Months Ended
1/31/2008


Year Ended
7/31/2007

Class A Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
47,629 $ 546,867 257,303 $ 2,904,620
Shares issued to shareholders in payment of distributions declared
17,137 182,164 - -- - --
Shares redeemed

(73,956
)


(799,785
)

(63,571
)


(756,151
)
   NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

(9,190
)

$
(70,754
)

193,732


$
2,148,469



Six Months Ended
1/31/2008


Year Ended
7/31/2007

Class C Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
23,379 $ 243,757 86,450 $ 980,053
Shares issued to shareholders in payment of distributions declared
5,567 58,060 - -- - --
Shares redeemed

(9,946
)


(109,331
)

(6,463
)


(78,263
)
   NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

19,000


$
192,486


79,987


$
901,790

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS

(44,232
)

$
(520,193
)

1,197,210


$
13,520,282

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, the redemption fees for Institutional Shares, Class A Shares and Class C Shares amounted to $23, $13 and $3, respectively.

4. FEDERAL TAX INFORMATION

At January 31, 2008, the cost of investments for federal tax purposes was $13,704,454. The net unrealized depreciation of investments for federal tax purposes was $260,617. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $674,650 and net unrealized depreciation from investments for those securities having an excess of cost over value of $935,267.

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 and subject to the terms described in the Expense Limitation note, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. The Adviser can modify or terminate this voluntary waiver and/or reimbursement at any time at its sole discretion. For the six months ended January 31, 2008, the Adviser waived $79,195 of its fee and reimbursed $133,459 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services 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. Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose to waive any portion of its fee. For the six months ended January 31, 2008, the net fee paid to FAS was 1.350% of average daily net assets of the Fund. The Fund currently accrues the minimum administrative fee; therefore the percentage of average aggregate daily net assets is greater than the amounts presented in the chart above. FAS waived $22,554 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 at the following percentages of average daily net assets annually, to compensate FSC:

Share Class Name
   
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%

Subject to the terms described in the Expense Limitation note, FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the six months ended January 31, 2008, FSC retained $2,488 of fees paid by the Fund. On November 15, 2007, the Fund's Trustees approved an amendment to the Plan to reduce the distribution services fee for the Fund's Class A Shares from 0.25% to 0.05%. The amendment to the Plan will become effective for the Fund on March 31, 2008. For the six months ended January 31, 2008, the Fund's Class A Shares did not incur a distribution services fee.

Sales Charges

For the six months ended January 31, 2008, FSC retained $691 in sales charges from the sale of Class A Shares. FSC also retained $157 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 six months 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 (as shown in the financial highlights) 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 six months ended January 31, 2008, the Adviser reimbursed $63. Transactions with the affiliated company during the six months ended January 31, 2008 are as follows:

Affiliates
   
Balance of
Shares Held
7/31/2007

   
Purchases/
Additions

   
Sales/
Reductions

   
Balance of
Shares Held
1/31/2008

   
Value
   
Dividend
Income

Prime Value Obligations Fund, Institutional Shares

160,179

3,899,378

3,480,545

579,012

$579,012

$3,708

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the six months ended January 31, 2008, were as follows:

Purchases
   
$
18,842,428
Sales

$
17,425,708

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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 September 2006, the Financial Accounting Standards Board 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 has concluded that the adoption of FAS 157 is not expected to have a material impact on the Fund's net assets or results of operations.

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. In addition, the Board was informed by the Adviser that, for the same period, the Fund underperformed its benchmark index. 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.

IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY

In an effort to reduce costs and avoid duplicate mailings, the Fund(s) intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund(s) resides (so-called "householding"), as permitted by applicable rules. The Fund's "householding" program covers its/their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Fund is also permitted to treat a shareholder as having given consent ("implied consent") if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to "household" at least sixty (60) days before it begins "householding" and (iii) none of the shareholders in the household have notified the Fund(s) or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R742
Cusip 31421R734

36365 (3/08)

Federated is a registered mark of Federated Investors, Inc. 2008 (c)Federated Investors, Inc.

Federated
World-Class Investment Manager

Federated MDT Small Cap Value Fund

A Portfolio of Federated MDT Series



SEMI-ANNUAL SHAREHOLDER REPORT

January 31, 2008

Institutional Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
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
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)

Six Months
Ended
(unaudited)
Year Ended Period
Ended

   
1/31/2008

   
7/31/2007
1
   
7/31/2006
2
Net Asset Value, Beginning of Period
$11.42 $10.64 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.00) 3 (0.02 ) 4 (0.03 ) 4
Net realized and unrealized gain (loss) on investments

(0.49
)

0.80


0.67

   TOTAL FROM INVESTMENT OPERATIONS

(0.49
)

0.78


0.64

Less Distributions:
Distributions from net realized gain on investments

(0.76
)

- --


- --

Net Asset Value, End of Period

$10.17


$11.42


$10.64

Total Return 5

(4.66
)%

7.33
%

6.40
%
Ratios to Average Net Assets:









Net expenses

1.50
% 6

1.50
%

1.75
% 6
Net investment income (loss)

(0.03
)% 6

(0.17
)%

(0.34
)% 6
Expense waiver/reimbursement 7

3.41
% 6

3.75
%

34.07
% 6
Supplemental Data:









Net assets, end of period (000 omitted)

$9,419


$11,192


$599

Portfolio turnover

126
%

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 Fund's operations.

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

3 Represents less than $0.01.

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 (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 and 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 August 1, 2007 to January 31, 2008.

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
8/1/2007

   
Ending
Account Value
1/31/2008

   
Expenses Paid
During Period 1

Actual

$1,000

$953.40

$7.37
Hypothetical (assuming a 5% return before expenses)

$1,000

$1,017.60

$7.61

1 Expenses are equal to the Fund's annualized net expense ratio of 1.50%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Portfolio of Investments Summary Table

At January 31, 2008, the Fund's industry composition 1 was as follows:

Industry
   
Percentage of
Total Net Assets

Crude Oil & Gas Production

8.1
%
Property Liability Insurance

7.9
%
Multi-Line Insurance

6.4
%
Regional Bank

5.8
%
Electric Utility

3.2
%
Other Communications Equipment

2.7
%
Personnel Agency

2.5
%
Semiconductor Manufacturing

2.5
%
Contracting

2.3
%
Computer Stores

2.3
%
Home Products

2.3
%
Life Insurance

2.1
%
Airline--Regional

2.0
%
Agricultural Chemicals

2.0
%
Software Package

2.0
%
Insurance Brokerage

1.9
%
Greeting Cards

1.8
%
Specialty Chemicals

1.8
%
Commodity Chemicals

1.8
%
Multi-Industry Basic

1.7
%
Securities Brokerage

1.7
%
Oil Service, Explore & Drill

1.6
%
Miscellaneous Food Products

1.6
%
Savings & Loan

1.6
%
Maritime

1.6
%
Electrical Equipment

1.2
%
Financial Services

1.2
%
Gas Distributor

1.2
%
Package Foods

1.0
%
Computer Services

1.0
%
Miscellaneous Metals

1.0
%
Other Securities 2

21.3
%
Cash Equivalents 3

4.5
%
Other Assets and Liabilities--Net 4

(3.6
)%
   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 Fund's 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

January 31, 2008 (unaudited)

Shares
   

   

Value

COMMON STOCKS--99.1%
Agricultural Chemicals--2.0%
206 CF Industries Holdings, Inc.
$ 22,028
5,282 1 Terra Industries, Inc.


238,060

   TOTAL


260,088

Agricultural Machinery--0.2%
336 Lindsay Manufacturing Co.


20,503

Airline - National--0.3%
903 1 Atlas Air Worldwide Holdings, Inc.


45,096

Airline - Regional--2.0%
5,946 1 Republic Airways Holdings, Inc.
118,682
5,616 SkyWest, Inc.


146,128

   TOTAL


264,810

Beer--0.4%
1,078 1 Central European Distribution Corp.


56,670

Biotechnology--0.6%
1,283 1 Emergent Biosolutions, Inc.
9,571
680 1 Martek Biosciences Corp.
19,380
4,774 1 ViroPharma, Inc.


42,298

   TOTAL


71,249

Book Publishing--0.3%
1,302 1 Scholastic Corp.


44,620

Cellular Communications--0.5%
5,264 1 USA Mobility, Inc.


63,221

Clothing Stores--0.1%
405 1 Fossil, Inc.


13,762

Commercial Services--0.8%
1,534 1 Aecom Technology Corp.
37,782
3,414 1 SAIC, Inc.


64,525

   TOTAL


102,307

Shares
   

   

Value

COMMON STOCKS--continued
Commodity Chemicals--1.8%
2,885 Compass Minerals International, Inc.
$ 122,382
866 Innophos Holdings, Inc.
10,747
1,841 Newmarket Corp.


99,193

   TOTAL


232,322

Computer Services--1.0%
367 1 CACI International, Inc., Class A
15,998
5,297 1 Synnex Corp.


112,826

   TOTAL


128,824

Computer Stores--2.3%
2,526 1 PC Connections, Inc.
31,802
7,902 1 Tech Data Corp.


271,671

   TOTAL


303,473

Construction Machinery--0.3%
855 Manitowoc, Inc.


32,593

Contracting--2.3%
3,873 Comfort Systems USA, Inc.
47,522
8,132 1 Emcor Group, Inc.
178,335
3,046 1 ICF International, Inc.


78,922

   TOTAL


304,779

Crude Oil & Gas Production--8.1%
5,312 Berry Petroleum Co., Class A
199,041
7,432 1 Encore Aquisition Co.
242,283
1,561 Penn Virginia Corp.
66,514
333 1 Petroleum Development Corp.
19,147
733 1 Rosetta Resources, Inc.
12,849
4,611 1 Stone Energy Corp.
189,051
4,324 1 Swift Energy Co.
186,581
2,554 1 Whiting Petroleum Corp.


137,252

   TOTAL


1,052,718

Defense Aerospace--0.3%
875 1 MOOG, Inc., Class A


40,285

Shares
   

   

Value

COMMON STOCKS--continued
Diversified Leisure--0.3%
837 International Speedway Corp., Class A

$
34,267

Drug Stores--0.2%
491 Longs Drug Stores Corp.


22,591

Electric & Electronic Original Equipment Manufacturers--0.2%
2,440 CTS Corp.
25,864
121 Cubic Corp.


3,250

   TOTAL


29,114

Electric Utility--3.2%
628 Allete, Inc.
24,172
2,738 Avista Corp.
55,171
1,540 CH Energy Group, Inc.
59,429
3,153 1 El Paso Electric Co.
73,875
971 Idacorp, Inc.
31,693
3,332 Portland General Electric Co.
82,100
3,091 UniSource Energy Corp.


90,814

   TOTAL


417,254

Electrical Equipment--1.2%
3,240 Encore Wire Corp.
54,043
1,996 1 EnerSys, Inc.
45,988
909 Robbins & Myers, Inc.


60,248

   TOTAL


160,279

Electronic Instruments--0.2%
390 Analogic Corp.
23,033
217 1 Axsys Technologies, Inc.


8,216

   TOTAL


31,249

Financial Services--1.2%
2,129 1 Encore Capital Group, Inc.
16,649
1,019 Evercore Partners, Inc., Class A
18,546
4,324 Hercules Technology Growth Capital, Inc.
50,375
392 Lakeland Financial Corp.
8,683
3,846 Medallion Financial Corp.
38,306
1,900 Midwest Banc Holdings, Inc.


21,793

   TOTAL


154,352

Shares
   

   

Value

COMMON STOCKS--continued
Furniture--0.2%
1,212 Hooker Furniture Corp.

$
26,591

Gas Distributor--1.2%
2,761 Southwest Gas Corp.
78,827
2,284 WGL Holdings, Inc.


73,636

   TOTAL


152,463

Generic Drugs--0.6%
2,376 Perrigo Co.


73,276

Greeting Cards--1.8%
4,494 American Greetings Corp., Class A
92,217
3,026 CSS Industries, Inc.
88,299
4,253 FTD Group, Inc.


54,141

   TOTAL


234,657

Grocery Chain--0.3%
1,534 Casey's General Stores, Inc.


39,884

Home Health Care--0.1%
235 1 Amerigroup Corp.


8,817

Home Products--2.3%
6,008 Blyth Industries, Inc.
130,914
4,635 Tupperware Brands Corp.


171,495

   TOTAL


302,409

Industrial Machinery--0.6%
3,128 1 Columbus McKinnon Corp.
79,983
43 Tennant Co.


1,419

   TOTAL


81,402

Insurance Brokerage--1.9%
6,707 AmTrust Financial Services, Inc.
105,300
2,926 Odyssey Re Holdings Corp.
111,129
2,037 1 Texas Capital Bancshares, Inc.


35,505

   TOTAL


251,934

International Bank--0.0%
15 Preferred Bank Los Angeles, CA


330

Internet Services--0.2%
2,286 1 CMG Information Services, Inc.


29,489

Shares
   

   

Value

COMMON STOCKS--continued
Jewelry Stores--0.6%
3,359 Movado Group, Inc.

$
81,355

Leasing--0.6%
3,391 Financial Federal Corp.


81,520

Life Insurance--2.1%
4,913 Delphi Financial Group, Inc., Class A
154,170
10,594 Phoenix Cos., Inc.


114,733

   TOTAL


268,903

Long-Term Care Centers--0.5%
7,929 1 Five Star Quality Care, Inc.


60,498

Machine Tools--0.6%
2,456 1 AZZ, Inc.


82,939

Machined Parts Original Equipment Manufacturers--0.1%
367 Applied Industrial Technologies, Inc.


11,080

Major Steel Producer--0.1%
478 1 Universal Stainless & Alloy


11,826

Maritime--1.6%
429 Eagle Bulk Shipping, Inc.
10,605
3,019 Genco Shipping & Trading Ltd.
148,897
1,977 TAL International Group, Inc.


43,534

   TOTAL


203,036

Medical Supplies--0.5%
2,817 Invacare Corp.


68,566

Medical Technology--0.3%
471 1 Bio Rad Laboratories, Inc., Class A


44,844

Metal Fabrication--0.8%
1,487 Mueller Industries, Inc.
41,636
1,900 Olympic Steel, Inc.


64,201

   TOTAL


105,837

Miscellaneous Components--0.7%
8,921 1 Kemet Corp.
46,478
4,209 1 Zoran Corp.


49,666

   TOTAL


96,144

Miscellaneous Food Products--1.6%
6,378 1 Fresh Del Monte Produce, Inc.


204,351

Miscellaneous Machinery--0.5%
1,234 Curtiss Wright Corp.
51,458
170 Nordson Corp.


8,480

   TOTAL


59,938

Shares
   

   

Value

COMMON STOCKS--continued
Miscellaneous Metals--1.0%
1,294 Matthews International Corp., Class A
$ 63,238
8,057 1 USEC, Inc.


65,020

   TOTAL


128,258

Multi-Industry Basic--1.7%
10,830 Olin Corp.


221,907

Multi-Line Insurance--6.4%
4,226 1 Amerisafe, Inc.
58,107
3,715 FBL Financial Group, Inc., Class A
122,409
2,181 1 FPIC Insurance Group, Inc.
91,842
3,933 Harleysville Group, Inc.
140,211
2,280 Infinity Property & Casualty
90,904
2,821 1 Navigators Group, Inc.
162,856
1,121 Safety Insurance Group, Inc.
43,741
2,881 Zenith National Insurance Corp.


114,721

   TOTAL


824,791

Mutual Fund Adviser--0.0%
24 Calamos Asset Management, Inc.


524

Natural Gas Production--0.4%
527 1 Natural Gas Services Group, Inc.
9,117
10,311 1 VAALCO Energy, Inc.


46,399

   TOTAL


55,516

Office Supplies--0.9%
2,119 1 United Stationers, Inc.


117,096

Offshore Driller--0.9%
2,960 1 Hornbeck Offshore Services, Inc.


114,493

Oil Service, Explore & Drill--1.6%
3,205 1 Gulfmark Offshore, Inc.
134,033
2,250 1 Trico Marine Services, Inc.


72,202

   TOTAL


206,235

Oil Well Supply--0.2%
2,544 1 ICO, Inc.


24,651

Other Communications Equipment--2.7%
15,163 1 Skyworks Solutions, Inc.
122,062
3,153 1 Superior Essex, Inc.
75,830
9,273 1 Syniverse Holdings, Inc.


146,421

   TOTAL


344,313

Shares
   

   

Value

COMMON STOCKS--continued
Other Steel Producer--0.1%
225 1 Northwest Pipe Co.

$
9,324

Packaged Foods--1.0%
7,174 1 Chiquita Brands International


134,010

Paper Products--0.8%
7,770 1 Buckeye Technologies, Inc.


102,175

Personnel Agency--2.5%
2,038 CDI Corp.
39,639
3,637 Maximus, Inc.
128,313
12,049 1 Spherion Corp.
80,487
4,263 1 Volt Information Science, Inc.


79,590

   TOTAL


328,029

Plastic--0.5%
3,450 Schulman (A.), Inc.


70,345

Printed Circuit Boards--0.4%
1,480 1 Benchmark Electronics, Inc.
26,270
956 Park Electrochemical Corp.


22,638

   TOTAL


48,908

Property Liability Insurance--7.9%
2,866 American Physicians Capital, Inc.
118,423
4,495 1 CNA Surety Corp.
80,146
4,782 Horace Mann Educators Corp.
87,845
5,003 1 Meadowbrook Insurance Group, Inc.
46,028
3,085 1 OneBeacon Insurance Group Ltd.
65,309
3,222 1 ProAssurance Corp.
185,909
1,793 RLI Corp.
101,125
4,432 1 Seabright Insurance Holdings, Inc.
65,106
4,308 Selective Insurance Group, Inc.
103,004
1,817 State Auto Financial Corp.
50,749
3,565 United Fire & Casualty Co.


119,000

   TOTAL


1,022,644

Recreational Goods--0.2%
1,265 Callaway Golf Co.


22,669

Shares
   

   

Value

COMMON STOCKS--continued
Regional Bank--5.8%
2,001 Bancorpsouth, Inc.
$ 49,065
1,247 Capital Corp. of the West
24,778
3,141 Cathay Bancorp, Inc.
81,446
1,460 City Bank Lynwood, WA
31,974
1,080 Community Trust Bancorp, Inc.
31,223
295 First Community Bancshares, Inc.
10,198
1,686 First Merchants Corp.
45,522
173 FirstMerit Corp.
3,870
169 Horizon Financial Corp.
2,660
774 Iberiabank Corp.
39,791
292 Independent Bank Corp.- Massachusetts
8,480
1,994 NBT Bancorp, Inc.
45,024
1,390 Old Second Bancorp, Inc.
38,920
5,892 Oriental Financial Group
94,095
2,111 Pacific Capital Bancorp
45,386
2,399 Renasant Corp.
50,307
2,836 Republic Bancorp, Inc.
52,041
115 S & T Bancorp, Inc.
3,578
176 SCBT Financial Corp.
5,266
599 1 SVB Financial Group
28,992
1,834 UCBH Holdings, Inc.
25,896
1,275 Wesbanco, Inc.


35,011

   TOTAL


753,523

Resorts--0.1%
3,742 1 Silverleaf Resorts, Inc.


14,444

Restaurant--0.6%
117 Bob Evans Farms, Inc.
3,480
2,305 1 CEC Entertainment, Inc.
53,776
998 Landry's Seafood Restaurants, Inc.


20,469

   TOTAL


77,725

Rubber--0.4%
2,889 Cooper Tire & Rubber Co.


49,315

Shares
   

   

Value

COMMON STOCKS--continued
Savings & Loan--1.6%
3,072 Anchor Bancorp Wisconsin, Inc.
$ 76,800
3,870 First Niagara Financial Group, Inc.
49,226
1,342 Flushing Financial Corp.
21,459
1,536 1 Investors Bancorp, Inc.
23,424
971 OceanFirst Financial Corp.
16,264
316 WSFS Financial Corp.


16,843

   TOTAL


204,016

Securities Brokerage--1.7%
1,191 1 Interactive Brokers Group, Inc., Class A
41,459
8,745 1 Knight Capital Group, Inc., Class A
146,479
2,799 1 Penson Worldwide, Inc.


27,122

   TOTAL


215,060

Semiconductor Manufacturing--2.5%
6,499 1 Omnivision Technologies, Inc.
92,026
5,843 1 Plexus Corp.
131,993
4,208 1 Semtech Corp.
53,736
9,724 1 Triquint Semiconductor, Inc.


46,092

   TOTAL


323,847

Semiconductor Manufacturing Equipment--0.4%
2,171 1 Brooks Automation, Inc.
26,682
3,862 1 Entegris, Inc.


29,737

   TOTAL


56,419

Services to Medical Professionals --0.2%
897 1 Molina Healthcare, Inc.


30,597

Shoes--0.1%
102 1 Deckers Outdoor Corp.


12,366

Soft Drinks--0.1%
1,981 1 National Beverage Corp.


14,065

Software Packaged/Custom--2.0%
4,602 1 CSG Systems International, Inc.
58,721
1,028 1 EPIQ Systems, Inc.
15,163
4,832 1 Lawson Software Inc.
41,990
521 1 ManTech International Corp., Class A
21,309
3,222 1 Perot Systems Corp.
39,115
2,568 1 S1 Corp.
14,535
2,259 1 TNS, Inc.
39,917
3,313 1 Tibco Software, Inc.


24,649

   TOTAL


255,399

Shares
   

   

Value

COMMON STOCKS--continued
Specialty Chemicals--1.8%
650 Minerals Technologies, Inc.
$ 35,360
3,443 1 OM Group, Inc.


197,559

   TOTAL


232,919

Specialty Machinery--0.5%
964 Woodward Governor Co.


60,520

Specialty Retailing--0.3%
645 1 Cabela's, Inc., Class A
9,514
1,281 1 Conn's, Inc.


24,723

   TOTAL


34,237

Telecommunication Equipment & Services--0.7%
3,399 1 ADC Telecommunications, Inc.
50,271
1,079 1 Dycom Industries, Inc.
25,486
1,714 1 Premiere Global Services, Inc.


20,894

   TOTAL


96,651

Telephone Utility--0.3%
1,136 Atlantic Telephone Network, Inc.


35,773

Toys & Games--0.4%
2,243 1 JAKKS Pacific, Inc.


52,845

Undesignated Consumer Cyclicals --0.8%
3,318 Speedway Motorsports, Inc.


100,701

   TOTAL COMMON STOCKS (IDENTIFIED COST $13,125,442)


12,864,825

MUTUAL FUND--4.5%
579,012 2,3 Prime Value Obligations Fund, Institutional Shares, 4.22%
(AT NET ASSET VALUE)


579,012

   TOTAL INVESTMENTS--103.6%
(IDENTIFIED COST $13,704,454) 4



13,443,837

   OTHER ASSETS AND LIABILITIES - NET--(3.6)% 5


(464,225
)
   TOTAL NET ASSETS--100%

$
12,979,612

1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 Also represents cost for federal tax purposes.

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

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2008.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

January 31, 2008 (unaudited)

Assets:
      
Total investments in securities, at value including $579,012 of investments in an affiliated issuer (Note 5) (identified cost $13,704,454)
$ 13,443,837
Cash
58
Income receivable
3,542
Receivable for investments sold
607,778
Receivable for shares sold
9,780
Prepaid expense





4,720

   TOTAL ASSETS





14,069,715

Liabilities:
Payable for investments purchased
$ 1,053,217
Payable for shares redeemed
33,628
Payable for Directors'/Trustees' fees
329
Payable for distribution services fee (Note 5)
668
Payable for shareholder service fees (Note 5)


2,261




   TOTAL LIABILITIES





1,090,103

Net assets for 1,279,939 shares outstanding




$
12,979,612

Net Assets Consist of:
Paid-in capital
$ 14,371,159
Net unrealized depreciation of investments
(260,617 )
Accumulated net realized loss on investments
(1,119,531 )
Accumulated net investment income (loss)





(11,399
)
   TOTAL NET ASSETS




$
12,979,612

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
Net asset value per share ($9,419,344 ÷ 925,776 shares outstanding), no par value, unlimited shares authorized





$10.17

Offering price per share





$10.17

Redemption proceeds per share





$10.17

Class A Shares:
Net asset value per share ($2,530,762 ÷ 250,351 shares outstanding), no par value, unlimited shares authorized





$10.11

Offering price per share (100/94.50 of $10.11) 1





$10.70

Redemption proceeds per share





$10.11

Class C Shares:
Net asset value per share ($1,029,506 ÷ 103,812 shares outstanding), no par value, unlimited shares authorized





$9.92

Offering price per share





$9.92

Redemption proceeds per share (99.00/100 of $9.92) 1





$9.82

1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Six Months Ended January 31, 2008 (unaudited)

Investment Income:
         
Dividends (including $3,708 received from an affiliated issuer (Note 5) and net of foreign taxes withheld of $82)









$
100,751

Expenses:
Investment adviser fee (Note 5)
$ 79,258
Administrative personnel and services fee (Note 5)
115,629
Custodian fees
16,144
Transfer and dividend disbursing agent fees and expenses
27,904
Directors'/Trustees' fees
685
Auditing fees
11,386
Legal fees
5,718
Portfolio accounting fees
37,608
Distribution services fee--Class C Shares (Note 5)
3,651
Shareholder services fee--Class A Shares (Note 5)
3,795
Shareholder services fee--Class C Shares (Note 5)
1,155
Share registration costs
25,575
Printing and postage
13,060
Insurance premiums
3,065
Interest expense
1,291
Miscellaneous






1,497





   TOTAL EXPENSES






347,421





Waivers and Reimbursements (Note 5):
Waiver/reimbursement of investment adviser fee
$ (79,258 )
Waiver of administrative personnel and services fee
(22,554 )
Reimbursement of other operating expenses


(133,459
)








   TOTAL WAIVERS AND REIMBURSEMENTS






(235,271
)




Net expenses










112,150

Net investment income (loss)










(11,399
)
Realized and Unrealized Gain (Loss) on Investments:
Net realized loss on investments
(1,054,453 )
Net change in unrealized depreciation of investments










372,932

Net realized and unrealized loss on investments










(681,521
)
Change in net assets resulting from operations









$
(692,920
)

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


   

Six Months
Ended
(unaudited)
1/31/2008


   


Year Ended
7/31/2007


Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)
$ (11,399 ) $ (32,233 )
Net realized gain (loss) on investments
(1,054,453 ) 875,788
Net change in unrealized appreciation/depreciation of investments


372,932



(619,049
)
   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


(692,920
)


224,506

Distributions to Shareholders:
Distributions from net realized gain on investments
Institutional Shares
(638,272 ) - --
Class A Shares
(198,621 ) - --
Class C Shares


(63,763
)


- --

   CHANGE IN NET ASSETS RESULTING FROM DISTRIBUTIONS TO SHAREHOLDERS


(900,656
)


- --

Share Transactions:
Proceeds from sale of shares
3,131,167 16,884,477
Net asset value of shares issued to shareholders in payment of distributions declared
316,054 - --
Cost of shares redeemed


(3,967,414
)


(3,364,195
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


(520,193
)


13,520,282

Redemption fees


- --



39

Change in net assets


(2,113,769
)


13,744,827

Net Assets:
Beginning of period


15,093,381



1,348,554

End of period (including accumulated net investment income (loss) of $(11,399) and $0, respectively)

$
12,979,612


$
15,093,381

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2008 (unaudited)

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

In calculating its net asset value (NAV), the Fund generally values investments as follows:

  • Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
  • Shares of other mutual funds are valued based upon their reported NAVs.
  • Fixed-income securities acquired with remaining maturities greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Trustees.
  • Fixed-income securities acquired with remaining maturities of 60 days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium).
  • Derivative contracts listed on exchanges are valued at their reported settlement or closing price.
  • Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (the "Trustees").

If the Fund cannot obtain a price or price evaluation from a pricing service for an investment, the Fund may attempt to value the investment based upon the mean of bid and asked quotations or fair value the investment based on price evaluations, from one or more dealers. If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, the Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund's NAV.

Fair Valuation and Significant Events Procedures

The Trustees have authorized the use of pricing services to provide evaluations of the current fair value of certain investments for purposes of calculating the NAV. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers, and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a "bid" evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a "mid" evaluation). The Fund normally uses bid evaluations for U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for other types of fixed-income securities and OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

  • With respect to securities traded in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures or options contracts;
  • With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets;
  • Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
  • Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry.

The Trustees have approved the use of a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Fund will determine the fair value of the investment using another method approved by the Trustees.

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 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. The Fund adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes", on January 31, 2008. As of and during the period ended January 31, 2008, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. As of January 31, 2008, tax years 2004 through 2007 remain subject to examination by the Fund's major tax jurisdictions, which include the United States of America and the state of Massachusetts.

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:



Six Months Ended
1/31/2008


Year Ended
7/31/2007

Institutional Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
212,488 $ 2,340,543 1,140,726 $ 12,999,804
Shares issued to shareholders in payment of distributions declared
7,093 75,830 - -- - --
Shares redeemed

(273,623
)


(3,058,298
)

(217,235
)


(2,529,781
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

(54,042
)

$
(641,925
)

923,491


$
10,470,023



Six Months Ended
1/31/2008


Year Ended
7/31/2007

Class A Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
47,629 $ 546,867 257,303 $ 2,904,620
Shares issued to shareholders in payment of distributions declared
17,137 182,164 - -- - --
Shares redeemed

(73,956
)


(799,785
)

(63,571
)


(756,151
)
   NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

(9,190
)

$
(70,754
)

193,732


$
2,148,469



Six Months Ended
1/31/2008


Year Ended
7/31/2007

Class C Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
23,379 $ 243,757 86,450 $ 980,053
Shares issued to shareholders in payment of distributions declared
5,567 58,060 - -- - --
Shares redeemed

(9,946
)


(109,331
)

(6,463
)


(78,263
)
   NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

19,000


$
192,486


79,987


$
901,790

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS

(44,232
)

$
(520,193
)

1,197,210


$
13,520,282

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, the redemption fees for Institutional Shares, Class A Shares and Class C Shares amounted to $23, $13 and $3, respectively.

4. FEDERAL TAX INFORMATION

At January 31, 2008, the cost of investments for federal tax purposes was $13,704,454. The net unrealized depreciation of investments for federal tax purposes was $260,617. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $674,650 and net unrealized depreciation from investments for those securities having an excess of cost over value of $935,267.

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 and subject to the terms described in the Expense Limitation note, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. The Adviser can modify or terminate this voluntary waiver and/or reimbursement at any time at its sole discretion. For the six months ended January 31, 2008, the Adviser waived $79,195 of its fee and reimbursed $133,459 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services 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. Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose to waive any portion of its fee. For the six months ended January 31, 2008, the net fee paid to FAS was 1.350% of average daily net assets of the Fund. The Fund currently accrues the minimum administrative fee; therefore the percentage of average aggregate daily net assets is greater than the amounts presented in the chart above. FAS waived $22,554 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 at the following percentages of average daily net assets annually, to compensate FSC:

Share Class Name
   
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%

Subject to the terms described in the Expense Limitation note, FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the six months ended January 31, 2008, FSC retained $2,488 of fees paid by the Fund. On November 15, 2007, the Fund's Trustees approved an amendment to the Plan to reduce the distribution services fee for the Fund's Class A Shares from 0.25% to 0.05%. The amendment to the Plan will become effective for the Fund on March 31, 2008. For the six months ended January 31, 2008, the Fund's Class A Shares did not incur a distribution services fee.

Sales Charges

For the six months ended January 31, 2008, FSC retained $691 in sales charges from the sale of Class A Shares. FSC also retained $157 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 six months 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 (as shown in the financial highlights) 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 six months ended January 31, 2008, the Adviser reimbursed $63. Transactions with the affiliated company during the six months ended January 31, 2008 are as follows:

Affiliates
   
Balance of
Shares Held
7/31/2007

   
Purchases/
Additions

   
Sales/
Reductions

   
Balance of
Shares Held
1/31/2008

   
Value
   
Dividend
Income

Prime Value Obligations Fund, Institutional Shares

160,179

3,899,378

3,480,545

579,012

$579,012

$3,708

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the six months ended January 31, 2008, were as follows:

Purchases
   
$
18,842,428
Sales

$
17,425,708

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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 September 2006, the Financial Accounting Standards Board 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 has concluded that the adoption of FAS 157 is not expected to have a material impact on the Fund's net assets or results of operations.

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. In addition, the Board was informed by the Adviser that, for the same period, the Fund underperformed its benchmark index. 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.

IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY

In an effort to reduce costs and avoid duplicate mailings, the Fund(s) intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund(s) resides (so-called "householding"), as permitted by applicable rules. The Fund's "householding" program covers its/their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Fund is also permitted to treat a shareholder as having given consent ("implied consent") if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to "household" at least sixty (60) days before it begins "householding" and (iii) none of the shareholders in the household have notified the Fund(s) or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R726

36368 (3/08)

Federated is a registered mark of Federated Investors, Inc. 2008 (c)Federated Investors, Inc.

Federated
World-Class Investment Manager

Federated MDT Tax
Aware/All Cap Core Fund

Established 2005

A Portfolio of Federated MDT Series

SEMI-ANNUAL SHAREHOLDER REPORT

January 31, 2008

Class A Shares
Class C Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
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
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 - Class A Shares

(For a Share Outstanding Throughout Each Period)

    Six Months
Ended
(unaudited)
    Year Ended    Period
Ended

   
1/31/2008

   
7/31/2007
1
   
7/31/2006
2
Net Asset Value, Beginning of Period
$11.65 $10.35 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.01 ) (0.02 ) 3 (0.05 ) 3
Net realized and unrealized gain (loss) on investments

(0.08
)

1.32


0.40

   TOTAL FROM INVESTMENT OPERATIONS

(0.09
)

1.30


0.35

Net Asset Value, End of Period

$11.56


$11.65


$10.35

Total Return 4

(0.77
)%

12.56
%

3.50
%
Ratios to Average Net Assets:









Net expenses

1.65
% 5

1.65
%

2.01
% 5
Net investment income (loss)

(0.06
)% 5

(0.14
)%

(0.50
)% 5
Expense waiver/reimbursement 6

3.66
% 5

5.81
%

3.71
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$4,978


$3,903


$2,061

Portfolio turnover

74
%

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 Fund's 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)

    Six Months
Ended
(unaudited)
    Year Ended    Period
Ended

   
1/31/2008

   
7/31/2007
1
   
7/31/2006
2
Net Asset Value, Beginning of Period
$11.47 $10.27 $10.00
Income From Investment Operations:
Net investment income (loss)
(0.04 ) (0.10 ) 3 (0.13 ) 3
Net realized and unrealized gain (loss) on investments

(0.09
)

1.30


0.40

   TOTAL FROM INVESTMENT OPERATIONS

(0.13
)

1.20


0.27

Net Asset Value, End of Period

$11.34


$11.47


$10.27

Total Return 4

(1.13
)%

11.68
%

2.70
%
Ratios to Average Net Assets:









Net expenses

2.39
% 5

2.40
%

2.76
% 5
Net investment income (loss)

(0.80
)% 5

(0.89
)%

(1.25
)% 5
Expense waiver/reimbursement 6

3.67
% 5

5.70
%

3.71
% 5
Supplemental Data:









Net assets, end of period (000 omitted)

$3,437


$3,007


$1,329

Portfolio turnover

74
%

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 Fund's 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 and 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 August 1, 2007 to January 31, 2008.

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
8/1/2007

   
Ending
Account Value
1/31/2008

   
Expenses Paid
During Period 1

Actual:






Class A Shares

$1,000

$ 992.30

$ 8.26
Class C Shares

$1,000

$ 988.70

$11.95
Hypothetical (assuming a 5% return before expenses):






Class A Shares

$1,000

$1,016.84

$ 8.36
Class C Shares

$1,000

$1,013.12

$12.09

1 Expenses are equal to the Fund's annualized net expense ratios, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). The annualized net expense ratios are as follows:

Class A Shares
   
1.65%
Class C Shares

2.39%

Portfolio of Investments Summary Table

At January 31, 2008, the Fund's industry composition 1 was as follows:



Industry

   

Percentage of
Total Net Assets

Money Center Bank

7.4%
Multi-Line Insurance

5.1%
Crude Oil & Gas Production

5.0%
Integrated Domestic Oil

4.9%
Computers--Low End

4.6%
Life Insurance

4.6%
Regional Bank

4.6%
Property Liability Insurance

4.6%
Agricultural Chemicals

4.5%
Integrated International Oil

4.4%
Oil Well Supply

4.1%
Internet Services

3.6%
Railroad

3.2%
Savings and Loan

2.8%
Securities Brokerage

2.6%
Major Steel Producer

2.6%
Home Building

2.2%
Semiconductor Manufacturing

2.1%
Metal Fabrication

1.7%
Software Packaged/Custom

1.4%
Oil Service, Explore & Drill

1.3%
Diversified Oil

1.3%
Undesignated Consumer Cyclicals

1.2%
Electric Utility

1.1%
Building Supply Stores

1.0%
Other Securities 2

14.9%
Cash Equivalents 3

1.2%
Other Assets and Liabilities--Net 4

2.0%
   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 Fund's total net assets have been aggregated under the designation "Other Securities."

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

January 31, 2008 (unaudited)

Shares
   

   

Value
COMMON STOCKS--96.8%
Agricultural Chemicals--4.5%
62 FMC Corp.
$ 3,296
5,388 Monsanto Co.


605,827
   TOTAL


609,123
Agricultural Machinery--0.3%
175 1 AGCO Corp.
10,538
346 Deere & Co.


30,365
   TOTAL


40,903
Airline - Regional--0.2%
354 1 Republic Airways Holdings, Inc.
7,066
793 SkyWest, Inc.


20,634
   TOTAL


27,700
Apparel--0.2%
149 Columbia Sportswear Co.
6,504
527 Guess ?, Inc.


19,662
   TOTAL


26,166
Auto Rentals--0.0%
82 1 AMERCO


5,697
Biotechnology--0.5%
293 1 Amgen, Inc.
13,651
594 1 Genzyme Corp.
46,409
167 1 Martek Biosciences Corp.
4,759
462 1 ViroPharma, Inc.


4,093
   TOTAL


68,912
Bituminous Coal--0.2%
652 Massey Energy Co.


24,241
Book Publishing--0.0%
146 1 Scholastic Corp.


5,003
Building Supply Stores--1.0%
4,998 Lowe's Cos., Inc.


132,147
Shares
   

   

Value
COMMON STOCKS--continued
Clothing Stores--0.4%
467 1 Aeropostale, Inc.
$ 13,155
401 1 Fossil, Inc.
13,626
420 1 Hanesbrands, Inc.
10,756
421 1 Jos A. Bank Clothiers, Inc.


11,468
   TOTAL


49,005
Commodity Chemicals--0.1%
212 Dow Chemical Co.


8,196
Computer Peripherals--0.2%
859 1 Lexmark International Group, Class A


31,104
Computer Stores--0.1%
357 1 Tech Data Corp.


12,274
Computers - Low End--4.6%
4,635 1 Apple, Inc.


627,394
Construction Machinery--0.2%
721 Manitowoc, Inc.


27,485
Contracting--0.0%
71 1 Jacobs Engineering Group, Inc.


5,427
Copper--0.1%
117 1 Southern Copper Corp.


10,979
Crude Oil & Gas Production--4.9%
1,275 Anadarko Petroleum Corp.
74,702
4,480 Apache Corp.
427,571
480 Cimarex Energy Co.
19,589
854 Devon Energy Corp.
72,573
395 1 Newfield Exploration Co.
19,703
183 Pioneer Natural Resources, Inc.
7,668
528 1 Stone Energy Corp.
21,648
293 1 Swift Energy Co.


12,643
   TOTAL


656,097
Defense Aerospace--0.1%
217 Goodrich (B.F.) Co.


13,573
Defense Electronics--0.2%
434 1 FLIR Systems, Inc.
13,141
60 1 First Solar, Inc.


10,906
   TOTAL


24,047
Shares
   

   

Value
COMMON STOCKS--continued
Department Stores--0.6%
809 Dillards, Inc., Class A
$ 16,042
614 1 Sears Holdings Corp.


67,841
   TOTAL


83,883
Discount Department Stores--0.1%
368 1 BJ's Wholesale Club, Inc.


11,938
Diversified Leisure--0.4%
364 1 Bally Technologies, Inc.
17,341
462 Carnival Corp.
20,554
428 1 Gaylord Entertainment Co.


12,493
   TOTAL


50,388
Diversified Oil--1.3%
393 Murphy Oil Corp.
28,901
2,111 Occidental Petroleum Corp.


143,274
   TOTAL


172,175
Drug Stores--0.1%
337 Longs Drug Stores Corp.


15,505
Electric Utility--1.1%
90 1 Allegheny Energy, Inc.
4,931
141 FPL Group, Inc.
9,092
656 Northeast Utilities Co.
18,184
502 SCANA Corp.
18,720
1,376 Sempra Energy
76,918
429 Wisconsin Energy Corp.


19,532
   TOTAL


147,377
Electrical Equipment--0.2%
153 1 Thomas & Betts Corp.
6,923
1,741 Xerox Corp.


26,811
   TOTAL


33,734
Electronic Instruments--0.0%
74 Analogic Corp.


4,370
Ethical Drugs--0.8%
1,413 1 Forest Laboratories, Inc., Class A
56,195
290 Pfizer, Inc.
6,783
1,072 Wyeth


42,666
   TOTAL


105,644
Shares
   

   

Value
COMMON STOCKS--continued
Financial Services--0.9%
2,173 Ameriprise Financial, Inc.

$
120,189
Gas Distributor--0.2%
260 NICOR, Inc.
10,660
74 New Jersey Resources Corp.
3,470
418 1 Southern Union Co.
11,361
240 WGL Holdings, Inc.


7,738
   TOTAL


33,229
Generic Drugs--0.4%
1,380 Perrigo Co.
42,559
637 1 Warner Chilcott Ltd., Class A


10,797
   TOTAL


53,356
Home Building--2.2%
1,005 Centex Corp.
27,919
3,679 D.R. Horton, Inc.
63,463
255 1 Hovnanian Enterprises, Inc., Class A
2,522
1,248 KB HOME
34,320
1,339 Lennar Corp., Class A
27,583
544 M.D.C. Holdings, Inc.
25,171
32 1 NVR, Inc.
20,208
2,680 Pulte Homes, Inc.
43,791
709 Ryland Group, Inc.
23,900
1,049 1 Toll Brothers, Inc.


24,421
   TOTAL


293,298
Industrial Machinery--0.1%
140 1 H&E Equipment Services, Inc.
2,325
286 1 Terex Corp.


16,805
   TOTAL


19,130
Insurance Brokerage--0.2%
4 1 Markel Corp.
1,852
620 Odyssey Re Holdings Corp.


23,548
   TOTAL


25,400
Shares
   

   

Value
COMMON STOCKS--continued
Integrated Domestic Oil--4.9%
7,402 ConocoPhillips
$ 594,529
1,482 Marathon Oil Corp.


69,432
   TOTAL


663,961
Integrated International Oil--4.4%
7,020 Chevron Corp.


593,190
Internet Services--3.6%
4,372 1 Amazon.com, Inc.
339,704
8 1 Blue Nile, Inc.
442
428 1 Priceline.com, Inc.
46,447
3,916 1 eBay, Inc.


105,301
   TOTAL


491,894
Life Insurance--4.6%
5,699 MetLife, Inc.
336,070
192 Nationwide Financial Services, Inc., Class A
8,481
555 Protective Life Corp.
22,056
2,308 Prudential Financial, Inc.
194,726
555 StanCorp Financial Group, Inc.
27,312
568 Torchmark Corp.


34,682
   TOTAL


623,327
Lumber Products--0.1%
900 Louisiana-Pacific Corp.


13,743
Major Steel Producer--2.6%
3,390 United States Steel Corp.


346,153
Maritime--0.8%
221 Genco Shipping & Trading Ltd.
10,900
844 1 Kirby Corp.
38,807
942 Overseas Shipholding Group, Inc.


61,437
   TOTAL


111,144
Medical Supplies--0.1%
480 Mentor Corp.


16,618
Medical Technology--0.6%
307 1 Intuitive Surgical, Inc.


77,978
Shares
   

   

Value
COMMON STOCKS--continued
Metal Containers--0.0%
32 Greif, Inc., Class A

$
2,106
Metal Fabrication--1.7%
1,966 Precision Castparts Corp.


223,731
Mini-Mill Producer--0.2%
223 Nucor Corp.
12,889
149 Schnitzer Steel Industries, Inc., Class A
8,442
33 Steel Dynamics, Inc.


1,721
   TOTAL


23,052
Miscellaneous Communications--0.1%
265 1 Bankrate, Inc.


14,371
Miscellaneous Components--0.6%
1,944 Amphenol Corp., Class A
77,643
102 1 Fairchild Semiconductor International, Inc., Class A


1,249
   TOTAL


78,892
Miscellaneous Food Products--0.5%
1,113 Archer-Daniels-Midland Co.
49,028
257 Corn Products International, Inc.
8,687
434 1 Fresh Del Monte Produce, Inc.


13,905
   TOTAL


71,620
Money Center Bank--7.4%
15,249 Bank of America Corp.
676,293
6,960 JPMorgan Chase & Co.


330,948
   TOTAL


1,007,241
Mortgage and Title--0.2%
87 LandAmerica Financial Group, Inc.
4,538
993 MGIC Investment Corp.
18,370
653 PMI Group, Inc.
6,203
381 Radian Group, Inc.


3,482
   TOTAL


32,593
Multi-Industry Capital Goods--0.7%
136 Acuity Brands, Inc.
6,189
398 Carlisle Cos., Inc.
13,253
345 1 Ceradyne, Inc.
16,612
611 Honeywell International, Inc.
36,092
Shares
   

   

Value
COMMON STOCKS--continued
Multi-Industry Capital Goods--continued
568 1 KBR, Inc.
$ 17,943
102 1 Shaw Group, Inc.
5,763
12 Textron Inc.


673
   TOTAL


96,525
Multi-Industry Transportation--0.3%
460 FedEx Corp.


43,001
Multi-Line Insurance--5.1%
7,159 Allstate Corp.
352,724
1,481 Assurant, Inc.
96,102
163 FBL Financial Group, Inc., Class A
5,371
414 Hanover Insurance Group, Inc.
18,858
2,219 Hartford Financial Services Group, Inc.
179,229
157 Infinity Property & Casualty
6,260
187 1 Navigators Group, Inc.
10,796
576 UNUMProvident Corp.
13,029
113 Zenith National Insurance Corp.


4,500
   TOTAL


686,869
Office Supplies--0.1%
300 1 United Stationers, Inc.


16,578
Offshore Driller--0.4%
122 1 Bristow Group, Inc.
6,143
666 1 Hornbeck Offshore Services, Inc.
25,761
292 1 Oceaneering International, Inc.


16,813
   TOTAL


48,717
Oil Service, Explore & Drill--1.3%
203 1 Continental Resources, Inc.
5,057
2,347 Helmerich & Payne, Inc.
92,049
870 1 Mariner Energy, Inc.
21,802
244 1 McDermott International, Inc.
11,512
498 1 Seacor Holdings, Inc.


43,924
   TOTAL


174,344
Shares
   

   

Value
COMMON STOCKS--continued
Oil Well Supply--4.1%
1,444 1 Cameron International Corp.
$ 58,135
1,837 1 FMC Technologies, Inc.
88,470
5,303 Schlumberger Ltd.


400,164
   TOTAL


546,769
Other Communications Equipment--0.0%
668 1 Tellabs, Inc.


4,556
Paper Products--0.3%
1,326 International Paper Co.


42,763
Personnel Agency--0.0%
304 1 Volt Information Science, Inc.


5,676
Property Liability Insurance--4.5%
872 American Financial Group, Inc.
24,181
6 Berkley, W.R. Corp.
181
3,882 Chubb Corp.
201,049
211 Loews Corp.
9,852
141 Mercury General Corp.
6,781
282 1 Philadelphia Consolidated Holding Corp.
10,096
233 1 ProAssurance Corp.
13,444
363 Reinsurance Group of America
21,043
824 SAFECO Corp.
43,977
5,703 The St. Paul Cos.
274,314
136 Transatlantic Holdings, Inc.


9,275
   TOTAL


614,193
Railroad--3.2%
783 CSX Corp.
37,960
1,851 Norfolk Southern Corp.
100,676
2,321 Union Pacific Corp.


290,195
   TOTAL


428,831
Recreational Vehicles--0.1%
189 Harley Davidson, Inc.


7,670
Shares
   

   

Value
COMMON STOCKS--continued
Regional Bank--4.6%
739 Associated Banc Corp.
$ 20,825
2,469 BB&T Corp.
89,575
433 City National Corp.
24,629
248 Frontier Financial Corp.
5,049
137 KeyCorp
3,583
1,054 M & T Bank Corp.
96,726
1,568 SunTrust Banks, Inc.
108,114
263 UnionBanCal Corp.
12,903
6,065 Wachovia Corp.
236,110
459 Wells Fargo & Co.
15,611
253 Wilmington Trust Corp.


8,822
   TOTAL


621,947
Restaurant--0.1%
51 1 Chipotle Mexican Grill, Inc.


6,209
Savings & Loan--2.8%
369 Astoria Financial Corp.
10,029
420 Downey Financial Corp.
14,490
2,971 Federal Home Loan Mortgage Corp.
90,289
4,273 Federal National Mortgage Association
144,684
1,650 Hudson City Bancorp, Inc.
27,027
453 Newalliance Bancshares, Inc.
5,572
2,804 Washington Mutual Bank
55,856
740 Webster Financial Corp. Waterbury


25,064
   TOTAL


373,011
Securities Brokerage--2.6%
1,464 Goldman Sachs Group, Inc.
293,927
174 1 Interactive Brokers Group, Inc., Class A
6,057
379 1 Knight Capital Group, Inc., Class A
6,348
1,088 OptionsXpress Holdings, Inc.
29,507
248 Raymond James Financial, Inc.
6,966
635 1 TD Ameritrade Holding Corp.


11,913
   TOTAL


354,718
Shares
   

   

Value
COMMON STOCKS--continued
Semiconductor Distribution--0.5%
1,929 1 Avnet, Inc.

$
68,692
Semiconductor Manufacturing--2.1%
264 Intersil Holding Corp., Class A
6,080
3,014 1 MEMC Electronic Materials, Inc.
215,380
1,994 1 Micron Technology, Inc.
14,018
993 1 Omnivision Technologies, Inc.
14,061
417 1 Plexus Corp.
9,420
567 1 Silicon Laboratories, Inc.
17,713
433 1 Spansion, Inc.


1,654
   TOTAL


278,326
Services to Medical Professionals--0.6%
824 1 Express Scripts, Inc.
55,612
252 1 Humana, Inc.
20,236
88 1 Medco Health Solutions, Inc.


4,407
   TOTAL


80,255
Shoes--0.1%
194 1 Crocs, Inc.
6,749
67 1 Deckers Outdoor Corp.


8,123
   TOTAL


14,872
Software Packaged/Custom--1.4%
1,342 1 Activision, Inc.
34,717
373 1 Advent Software, Inc.
16,845
338 1 CSG Systems International, Inc.
4,313
2,595 1 Computer Sciences Corp.
109,820
1,296 Electronic Data Systems Corp.


26,050
   TOTAL


191,745
Specialty Chemicals--0.3%
90 Ashland, Inc.
4,098
149 Minerals Technologies, Inc.
8,106
465 1 OM Group, Inc.


26,682
   TOTAL


38,886
Shares
   

   

Value
COMMON STOCKS--continued
Specialty Retailing--0.4%
293 Barnes & Noble, Inc.
$ 9,947
389 1 Bed Bath & Beyond, Inc.
12,541
461 1 Big Lots, Inc.
8,003
231 1 Tractor Supply Co.
8,903
486 1 Zale Corp.


7,970
   TOTAL


47,364
Stainless Steel Producer--0.0%
66 Carpenter Technology Corp.


4,068
Telecomm Equipment & Services--0.9%
5,193 Corning, Inc.


124,995
Toys & Games--0.1%
300 1 JAKKS Pacific, Inc.


7,068
Trucking--0.2%
578 Ryder System, Inc.


30,091
Undesignated Consumer Cyclicals--1.2%
1,565 DeVRY, Inc.
86,372
113 1 ITT Educational Services, Inc.
10,323
110 1 Parexel International Corp.
5,985
1,287 Pharmaceutical Product Development, Inc.


55,804
   TOTAL


158,484
   TOTAL COMMON STOCKS
(IDENTIFIED COST $12,214,906)



13,083,926
MUTUAL FUND--1.2%
159,192 2,3 Prime Value Obligations Fund, Institutional Shares, 4.22%
(AT NET ASSET VALUE)


159,192
   TOTAL INVESTMENTS--98.0%
(IDENTIFIED COST $12,374,098) 4



13,243,118
   OTHER ASSETS AND LIABILITIES - NET--2.0% 5


268,510
   TOTAL NET ASSETS--100%

$
13,511,628

1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 Also represents cost for federal tax purposes.

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

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2008.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

January 31, 2008 (unaudited)

Assets:
      
Total investments in securities, at value including $159,192 of investments in an affiliated issuer (Note 5) (identified cost $12,374,098)
$ 13,243,118
Income receivable
6,631
Receivable for investments sold
340,899
Receivable for shares sold
298,818
Prepaid expenses





2,734

   TOTAL ASSETS





13,892,200

Liabilities:
Payable for investments purchased
$ 344,632
Payable for shares redeemed
27,217
Payable for Directors'/Trustees fees
418
Payable for distribution services fee (Note 5)
2,929
Payable for shareholder services fee (Note 5)


5,376




   TOTAL LIABILITIES





380,572

Net assets for 1,173,093 shares outstanding




$
13,511,628

Net Assets Consist of:
Paid-in capital
$ 13,006,397
Net unrealized appreciation of investments
869,020
Accumulated net realized loss on investments
(353,122 )
Accumulated net investment income (loss)





(10,667
)
   TOTAL NET ASSETS




$
13,511,628

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
Net asset value per share ($5,097,502 ÷ 439,210 shares outstanding), no par value, unlimited shares authorized





$11.61

Offering price per share





$11.61

Redemption proceeds per share





$11.61

Class A Shares:
Net asset value per share ($4,977,602 ÷ 430,771 shares outstanding), no par value, unlimited shares authorized





$11.56

Offering price per share (100/94.50 of $11.56) 1





$12.23

Redemption proceeds per share





$11.56

Class C Shares:
Net asset value per share ($3,436,524 ÷ 303,112 shares outstanding), no par value, unlimited shares authorized





$11.34

Offering price per share





$11.34

Redemption proceeds per share (99.00/100 of $11.34) 1





$11.23

1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Six Months Ended January 31, 2008 (unaudited)

Investment Income:
         
Dividends (including $4,840 received from an affiliated issuer (Note 5))









$
95,604

Expenses:
Investment adviser fee (Note 5)
$ 54,243
Administrative personnel and services fee (Note 5)
115,629
Custodian fees
10,103
Transfer and dividend disbursing agent fees and expenses
26,503
Directors'/Trustees' fees
615
Auditing fees
11,386
Legal fees
5,718
Portfolio accounting fees
38,394
Distribution services fee--Class C Shares (Note 5)
12,317
Shareholder services fee--Class A Shares (Note 5)
5,624
Shareholder services fee--Class C Shares (Note 5)
3,952
Share registration costs
25,678
Printing and postage
12,442
Insurance premiums
3,065
Miscellaneous






1,482





   TOTAL EXPENSES






327,151





Waivers and Reimbursements (Note 5):
Waiver/reimbursement of investment adviser fee
$ (54,243 )
Waiver of administrative personnel and services fee
(22,562 )
Reimbursement of other operating expenses


(144,075
)








   TOTAL WAIVERS AND REIMBURSEMENTS






(220,880
)




Net expenses










106,271

Net investment income (loss)










(10,667
)
Realized and Unrealized Gain (Loss) on Investments:
Net realized loss on investments
(278,034 )
Net change in unrealized appreciation of investments










42,959

Net realized and unrealized loss on investments










(235,075
)
Change in net assets resulting from operations









$
(245,742
)

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


   

Six Months
Ended
(unaudited)
1/31/2008


   


Year Ended
7/31/2007


Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)
$ (10,667 ) $ (19,783 )
Net realized gain (loss) on investments
(278,034 ) 222,906
Net change in unrealized appreciation/depreciation of investments


42,959



531,414

   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


(245,742
)


734,537

Share Transactions:
Proceeds from sale of shares
3,886,512 6,651,420
Cost of shares redeemed


(684,429
)


(1,606,158
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


3,202,083



5,045,262

Redemption fees


- --



1,870

Change in net assets


2,956,341



5,781,669

Net Assets:
Beginning of period


10,555,287



4,773,618

End of period (including accumulated net investment income (loss) of $(10,667) and $0, respectively)

$
13,511,628


$
10,555,287

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2008 (unaudited)

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

In calculating its net asset value (NAV), the Fund generally values investments as follows:

  • Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
  • Shares of other mutual funds are valued based upon their reported NAVs.
  • Fixed-income securities acquired with remaining maturities greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (the "Trustees").
  • Fixed-income securities acquired with remaining maturities of 60 days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium).
  • Derivative contracts listed on exchanges are valued at their reported settlement or closing price.
  • Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Trustees.

If the Fund cannot obtain a price or price evaluation from a pricing service for an investment, the Fund may attempt to value the investment based upon the mean of bid and asked quotations or fair value the investment based on price evaluations, from one or more dealers. If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, the Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund's NAV.

Fair Valuation and Significant Events Procedures

The Trustees have authorized the use of pricing services to provide evaluations of the current fair value of certain investments for purposes of calculating the NAV. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers, and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a "bid" evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a "mid" evaluation). The Fund normally uses bid evaluations for U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for other types of fixed-income securities and OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

  • With respect to securities traded in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures or options contracts;
  • With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets;
  • Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
  • Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry.

The Trustees have approved the use of a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Fund will determine the fair value of the investment using another method approved by the Trustees.

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 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. The Fund adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes," on January 31, 2008. As of and during the period ended January 31, 2008, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. As of January 31, 2008, tax years 2004 through 2007 remain subject to examination by the Fund's major tax jurisdictions, which include the United States of America and the state of Massachusetts.

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:



   
Six Months Ended
1/31/2008


   
Year Ended
7/31/2007


Institutional Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
143,908 $ 1,740,114 259,278 $ 2,871,927
Shares redeemed

(16,562
)


(200,614
)

(80,930
)


(876,653
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

127,346


$
1,539,500


178,348


$
1,995,274



   
Six Months Ended
1/31/2008



   
Year Ended
7/31/2007


Class A Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
126,796 $ 1,542,130 187,148 $ 2,138,258
Shares redeemed

(30,955
)


(362,533
)

(51,271
)


(591,818
)
   NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

95,841


$
1,179,597


135,877


$
1,546,440



   
Six Months Ended
1/31/2008


   
Year Ended
7/31/2007


Class C Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
51,194 $ 604,268 144,501 $ 1,641,235
Shares redeemed

(10,145
)


(121,282
)

(11,851
)


(137,687
)
   NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

41,049


$
482,986


132,650


$
1,503,548

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS


264,236


$
3,202,083


446,875


$
5,045,262

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, the redemption fees for Institutional Shares, Class A Shares and Class C Shares amounted to $652, $712 and $506, respectively.

4. FEDERAL TAX INFORMATION

At January 31, 2008, the cost of investments for federal tax purposes was $12,374,098. The net unrealized appreciation of investments for federal tax purposes was $869,020. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $1,157,580 and net unrealized depreciation from investments for those securities having an excess of cost over value of $288,560.

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 and subject to the terms described in the Expense Limitation note, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. The Adviser can modify or terminate this voluntary waiver and/or reimbursement at any time at its sole discretion. For the six months ended January 31, 2008, the Adviser waived $54,158 of its fee and reimbursed $144,075 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services 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. Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose to waive any portion of its fee. FAS can modify or terminate this voluntary waiver at any time at its sole discretion. For the six months ended January 31, 2008, the net fee paid to FAS was 1.544% of average daily net assets of the Fund. The Fund currently accrues the minimum administrative fee; therefore the percentage of average aggregate daily net assets is greater than the amounts presented in the chart above. FAS waived $22,562 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 at the following percentages of average daily net assets annually, to compensate FSC:


Share Class Name



   
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 Name



   
Percentage of Average Daily
Net Assets of Class

Class A Shares

0.25%
Class C Shares

1.00%

Subject to the terms described in the Expense Limitation note, FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the six months ended January 31, 2008, FSC retained $4,032 of fees paid by the Fund. On November 15, 2007, the Fund's Trustees approved an amendment to the Plan to reduce the distribution services fee for the Fund's Class A Shares from 0.25% to 0.05%. The amendment to the Plan will become effective for the Fund on March 31, 2008. For the six months ended January 31, 2008, the Fund's Class A Shares did not incur a distribution services fee.

Sales Charges

For the six months ended January 31, 2008, FSC retained $3,048 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. Subject to the terms described in the Expense Limitation note, FSSC may voluntarily reimburse the Fund for shareholder services fees. This voluntary reimbursement can be modified or terminated at any time. For the six months ended January 31, 2008, FSSC received $431 of 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 (as shown in the financial highlights) 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 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 six months ended January 31, 2008, the Adviser reimbursed $85. Transactions with the affiliated company during the six months ended January 31, 2008 are as follows:

Affiliate
   
Balance of
Shares Held
7/31/2007

   
Purchases/
Additions

   
Sales/
Reductions

   
Balance of
Shares Held
1/31/2008

   
Value
   
Dividend
Income

Prime Value Obligations Fund, Institutional Shares

189,358

2,815,420

2,845,586

159,192

$159,192

$4,840

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the six months ended January 31, 2008, were as follows:

Purchases
   
$
11,724,275
Sales

$
8,875,188

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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 September 2006, the Financial Accounting Standards Board 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 has concluded that the adoption of FAS 157 is not expected to have a material impact on the Fund's net assets or results of operations.

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. In addition, the Board was informed by the Adviser that, for the same period, the Fund underperformed its benchmark index. 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.

IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY

In an effort to reduce costs and avoid duplicate mailings, the Fund(s) intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund(s) resides (so-called "householding"), as permitted by applicable rules. The Fund's "householding" program covers its/their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Fund is also permitted to treat a shareholder as having given consent ("implied consent") if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to "household" at least sixty (60) days before it begins "householding" and (iii) none of the shareholders in the household have notified the Fund(s) or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R403
Cusip 31421R502

36402 (3/08)

Federated is a registered mark of Federated Investors, Inc. 2008 (c)Federated Investors, Inc.

Federated
World-Class Investment Manager

Federated MDT Tax
Aware/All Cap Core Fund

A Portfolio of Federated MDT Series



SEMI-ANNUAL SHAREHOLDER REPORT

January 31, 2008

Institutional Shares

FINANCIAL HIGHLIGHTS
SHAREHOLDER EXPENSE EXAMPLE
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
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)

    Six Months
Ended
(unaudited)
    Year Ended    Period
Ended

   
1/31/2008

   
7/31/2007
1
   
7/31/2006
2
Net Asset Value, Beginning of Period
$11.69 $10.36 $10.00
Income From Investment Operations:
Net investment income (loss)
0.00 3 0.01 4 (0.03 ) 4
Net realized and unrealized gain (loss) on investments

(0.08
)

1.32


0.39

   TOTAL FROM INVESTMENT OPERATIONS

(0.08
)

1.33


0.36

Net Asset Value, End of Period

$11.61


$11.69


$10.36

Total Return 5

(0.68
)%

12.84
%

3.60
%
Ratios to Average Net Assets:









Net expenses

1.40
% 6

1.40
%

1.76
% 6
Net investment income (loss)

0.19
% 6

0.12
%

(0.25
)% 6
Expense waiver/reimbursement 7

3.66
% 6

5.47
%

3.71
% 6
Supplemental Data:









Net assets, end of period (000 omitted)

$5,098


$3,645


$1,383

Portfolio turnover

74
%

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 Fund's operations.

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

3 Represents less than $0.01.

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 (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 and 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 August 1, 2007 to January 31, 2008.

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
8/1/2007

   
Ending
Account Value
1/31/2008

   
Expenses Paid
During Period 1

Actual

$1,000

$ 993.20

$7.01
Hypothetical (assuming a 5% return before expenses)

$1,000

$1,018.10

$7.10

1 Expenses are equal to the Fund's annualized net expense ratio of 1.40%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Portfolio of Investments Summary Table

At January 31, 2008, the Fund's industry composition 1 was as follows:



Industry

   

Percentage of
Total Net Assets

Money Center Bank

7.4%
Multi-Line Insurance

5.1%
Crude Oil & Gas Production

5.0%
Integrated Domestic Oil

4.9%
Computers--Low End

4.6%
Life Insurance

4.6%
Regional Bank

4.6%
Property Liability Insurance

4.6%
Agricultural Chemicals

4.5%
Integrated International Oil

4.4%
Oil Well Supply

4.1%
Internet Services

3.6%
Railroad

3.2%
Savings and Loan

2.8%
Securities Brokerage

2.6%
Major Steel Producer

2.6%
Home Building

2.2%
Semiconductor Manufacturing

2.1%
Metal Fabrication

1.7%
Software Packaged/Custom

1.4%
Oil Service, Explore & Drill

1.3%
Diversified Oil

1.3%
Undesignated Consumer Cyclicals

1.2%
Electric Utility

1.1%
Building Supply Stores

1.0%
Other Securities 2

14.9%
Cash Equivalents 3

1.2%
Other Assets and Liabilities--Net 4

2.0%
   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 Fund's total net assets have been aggregated under the designation "Other Securities."

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

January 31, 2008 (unaudited)

Shares
   

   

Value
COMMON STOCKS--96.8%
Agricultural Chemicals--4.5%
62 FMC Corp.
$ 3,296
5,388 Monsanto Co.


605,827
   TOTAL


609,123
Agricultural Machinery--0.3%
175 1 AGCO Corp.
10,538
346 Deere & Co.


30,365
   TOTAL


40,903
Airline - Regional--0.2%
354 1 Republic Airways Holdings, Inc.
7,066
793 SkyWest, Inc.


20,634
   TOTAL


27,700
Apparel--0.2%
149 Columbia Sportswear Co.
6,504
527 Guess ?, Inc.


19,662
   TOTAL


26,166
Auto Rentals--0.0%
82 1 AMERCO


5,697
Biotechnology--0.5%
293 1 Amgen, Inc.
13,651
594 1 Genzyme Corp.
46,409
167 1 Martek Biosciences Corp.
4,759
462 1 ViroPharma, Inc.


4,093
   TOTAL


68,912
Bituminous Coal--0.2%
652 Massey Energy Co.


24,241
Book Publishing--0.0%
146 1 Scholastic Corp.


5,003
Building Supply Stores--1.0%
4,998 Lowe's Cos., Inc.


132,147
Shares
   

   

Value
COMMON STOCKS--continued
Clothing Stores--0.4%
467 1 Aeropostale, Inc.
$ 13,155
401 1 Fossil, Inc.
13,626
420 1 Hanesbrands, Inc.
10,756
421 1 Jos A. Bank Clothiers, Inc.


11,468
   TOTAL


49,005
Commodity Chemicals--0.1%
212 Dow Chemical Co.


8,196
Computer Peripherals--0.2%
859 1 Lexmark International Group, Class A


31,104
Computer Stores--0.1%
357 1 Tech Data Corp.


12,274
Computers - Low End--4.6%
4,635 1 Apple, Inc.


627,394
Construction Machinery--0.2%
721 Manitowoc, Inc.


27,485
Contracting--0.0%
71 1 Jacobs Engineering Group, Inc.


5,427
Copper--0.1%
117 1 Southern Copper Corp.


10,979
Crude Oil & Gas Production--4.9%
1,275 Anadarko Petroleum Corp.
74,702
4,480 Apache Corp.
427,571
480 Cimarex Energy Co.
19,589
854 Devon Energy Corp.
72,573
395 1 Newfield Exploration Co.
19,703
183 Pioneer Natural Resources, Inc.
7,668
528 1 Stone Energy Corp.
21,648
293 1 Swift Energy Co.


12,643
   TOTAL


656,097
Defense Aerospace--0.1%
217 Goodrich (B.F.) Co.


13,573
Defense Electronics--0.2%
434 1 FLIR Systems, Inc.
13,141
60 1 First Solar, Inc.


10,906
   TOTAL


24,047
Shares
   

   

Value
COMMON STOCKS--continued
Department Stores--0.6%
809 Dillards, Inc., Class A
$ 16,042
614 1 Sears Holdings Corp.


67,841
   TOTAL


83,883
Discount Department Stores--0.1%
368 1 BJ's Wholesale Club, Inc.


11,938
Diversified Leisure--0.4%
364 1 Bally Technologies, Inc.
17,341
462 Carnival Corp.
20,554
428 1 Gaylord Entertainment Co.


12,493
   TOTAL


50,388
Diversified Oil--1.3%
393 Murphy Oil Corp.
28,901
2,111 Occidental Petroleum Corp.


143,274
   TOTAL


172,175
Drug Stores--0.1%
337 Longs Drug Stores Corp.


15,505
Electric Utility--1.1%
90 1 Allegheny Energy, Inc.
4,931
141 FPL Group, Inc.
9,092
656 Northeast Utilities Co.
18,184
502 SCANA Corp.
18,720
1,376 Sempra Energy
76,918
429 Wisconsin Energy Corp.


19,532
   TOTAL


147,377
Electrical Equipment--0.2%
153 1 Thomas & Betts Corp.
6,923
1,741 Xerox Corp.


26,811
   TOTAL


33,734
Electronic Instruments--0.0%
74 Analogic Corp.


4,370
Ethical Drugs--0.8%
1,413 1 Forest Laboratories, Inc., Class A
56,195
290 Pfizer, Inc.
6,783
1,072 Wyeth


42,666
   TOTAL


105,644
Shares
   

   

Value
COMMON STOCKS--continued
Financial Services--0.9%
2,173 Ameriprise Financial, Inc.

$
120,189
Gas Distributor--0.2%
260 NICOR, Inc.
10,660
74 New Jersey Resources Corp.
3,470
418 1 Southern Union Co.
11,361
240 WGL Holdings, Inc.


7,738
   TOTAL


33,229
Generic Drugs--0.4%
1,380 Perrigo Co.
42,559
637 1 Warner Chilcott Ltd., Class A


10,797
   TOTAL


53,356
Home Building--2.2%
1,005 Centex Corp.
27,919
3,679 D.R. Horton, Inc.
63,463
255 1 Hovnanian Enterprises, Inc., Class A
2,522
1,248 KB HOME
34,320
1,339 Lennar Corp., Class A
27,583
544 M.D.C. Holdings, Inc.
25,171
32 1 NVR, Inc.
20,208
2,680 Pulte Homes, Inc.
43,791
709 Ryland Group, Inc.
23,900
1,049 1 Toll Brothers, Inc.


24,421
   TOTAL


293,298
Industrial Machinery--0.1%
140 1 H&E Equipment Services, Inc.
2,325
286 1 Terex Corp.


16,805
   TOTAL


19,130
Insurance Brokerage--0.2%
4 1 Markel Corp.
1,852
620 Odyssey Re Holdings Corp.


23,548
   TOTAL


25,400
Shares
   

   

Value
COMMON STOCKS--continued
Integrated Domestic Oil--4.9%
7,402 ConocoPhillips
$ 594,529
1,482 Marathon Oil Corp.


69,432
   TOTAL


663,961
Integrated International Oil--4.4%
7,020 Chevron Corp.


593,190
Internet Services--3.6%
4,372 1 Amazon.com, Inc.
339,704
8 1 Blue Nile, Inc.
442
428 1 Priceline.com, Inc.
46,447
3,916 1 eBay, Inc.


105,301
   TOTAL


491,894
Life Insurance--4.6%
5,699 MetLife, Inc.
336,070
192 Nationwide Financial Services, Inc., Class A
8,481
555 Protective Life Corp.
22,056
2,308 Prudential Financial, Inc.
194,726
555 StanCorp Financial Group, Inc.
27,312
568 Torchmark Corp.


34,682
   TOTAL


623,327
Lumber Products--0.1%
900 Louisiana-Pacific Corp.


13,743
Major Steel Producer--2.6%
3,390 United States Steel Corp.


346,153
Maritime--0.8%
221 Genco Shipping & Trading Ltd.
10,900
844 1 Kirby Corp.
38,807
942 Overseas Shipholding Group, Inc.


61,437
   TOTAL


111,144
Medical Supplies--0.1%
480 Mentor Corp.


16,618
Medical Technology--0.6%
307 1 Intuitive Surgical, Inc.


77,978
Shares
   

   

Value
COMMON STOCKS--continued
Metal Containers--0.0%
32 Greif, Inc., Class A

$
2,106
Metal Fabrication--1.7%
1,966 Precision Castparts Corp.


223,731
Mini-Mill Producer--0.2%
223 Nucor Corp.
12,889
149 Schnitzer Steel Industries, Inc., Class A
8,442
33 Steel Dynamics, Inc.


1,721
   TOTAL


23,052
Miscellaneous Communications--0.1%
265 1 Bankrate, Inc.


14,371
Miscellaneous Components--0.6%
1,944 Amphenol Corp., Class A
77,643
102 1 Fairchild Semiconductor International, Inc., Class A


1,249
   TOTAL


78,892
Miscellaneous Food Products--0.5%
1,113 Archer-Daniels-Midland Co.
49,028
257 Corn Products International, Inc.
8,687
434 1 Fresh Del Monte Produce, Inc.


13,905
   TOTAL


71,620
Money Center Bank--7.4%
15,249 Bank of America Corp.
676,293
6,960 JPMorgan Chase & Co.


330,948
   TOTAL


1,007,241
Mortgage and Title--0.2%
87 LandAmerica Financial Group, Inc.
4,538
993 MGIC Investment Corp.
18,370
653 PMI Group, Inc.
6,203
381 Radian Group, Inc.


3,482
   TOTAL


32,593
Multi-Industry Capital Goods--0.7%
136 Acuity Brands, Inc.
6,189
398 Carlisle Cos., Inc.
13,253
345 1 Ceradyne, Inc.
16,612
611 Honeywell International, Inc.
36,092
Shares
   

   

Value
COMMON STOCKS--continued
Multi-Industry Capital Goods--continued
568 1 KBR, Inc.
$ 17,943
102 1 Shaw Group, Inc.
5,763
12 Textron Inc.


673
   TOTAL


96,525
Multi-Industry Transportation--0.3%
460 FedEx Corp.


43,001
Multi-Line Insurance--5.1%
7,159 Allstate Corp.
352,724
1,481 Assurant, Inc.
96,102
163 FBL Financial Group, Inc., Class A
5,371
414 Hanover Insurance Group, Inc.
18,858
2,219 Hartford Financial Services Group, Inc.
179,229
157 Infinity Property & Casualty
6,260
187 1 Navigators Group, Inc.
10,796
576 UNUMProvident Corp.
13,029
113 Zenith National Insurance Corp.


4,500
   TOTAL


686,869
Office Supplies--0.1%
300 1 United Stationers, Inc.


16,578
Offshore Driller--0.4%
122 1 Bristow Group, Inc.
6,143
666 1 Hornbeck Offshore Services, Inc.
25,761
292 1 Oceaneering International, Inc.


16,813
   TOTAL


48,717
Oil Service, Explore & Drill--1.3%
203 1 Continental Resources, Inc.
5,057
2,347 Helmerich & Payne, Inc.
92,049
870 1 Mariner Energy, Inc.
21,802
244 1 McDermott International, Inc.
11,512
498 1 Seacor Holdings, Inc.


43,924
   TOTAL


174,344
Shares
   

   

Value
COMMON STOCKS--continued
Oil Well Supply--4.1%
1,444 1 Cameron International Corp.
$ 58,135
1,837 1 FMC Technologies, Inc.
88,470
5,303 Schlumberger Ltd.


400,164
   TOTAL


546,769
Other Communications Equipment--0.0%
668 1 Tellabs, Inc.


4,556
Paper Products--0.3%
1,326 International Paper Co.


42,763
Personnel Agency--0.0%
304 1 Volt Information Science, Inc.


5,676
Property Liability Insurance--4.5%
872 American Financial Group, Inc.
24,181
6 Berkley, W.R. Corp.
181
3,882 Chubb Corp.
201,049
211 Loews Corp.
9,852
141 Mercury General Corp.
6,781
282 1 Philadelphia Consolidated Holding Corp.
10,096
233 1 ProAssurance Corp.
13,444
363 Reinsurance Group of America
21,043
824 SAFECO Corp.
43,977
5,703 The St. Paul Cos.
274,314
136 Transatlantic Holdings, Inc.


9,275
   TOTAL


614,193
Railroad--3.2%
783 CSX Corp.
37,960
1,851 Norfolk Southern Corp.
100,676
2,321 Union Pacific Corp.


290,195
   TOTAL


428,831
Recreational Vehicles--0.1%
189 Harley Davidson, Inc.


7,670
Shares
   

   

Value
COMMON STOCKS--continued
Regional Bank--4.6%
739 Associated Banc Corp.
$ 20,825
2,469 BB&T Corp.
89,575
433 City National Corp.
24,629
248 Frontier Financial Corp.
5,049
137 KeyCorp
3,583
1,054 M & T Bank Corp.
96,726
1,568 SunTrust Banks, Inc.
108,114
263 UnionBanCal Corp.
12,903
6,065 Wachovia Corp.
236,110
459 Wells Fargo & Co.
15,611
253 Wilmington Trust Corp.


8,822
   TOTAL


621,947
Restaurant--0.1%
51 1 Chipotle Mexican Grill, Inc.


6,209
Savings & Loan--2.8%
369 Astoria Financial Corp.
10,029
420 Downey Financial Corp.
14,490
2,971 Federal Home Loan Mortgage Corp.
90,289
4,273 Federal National Mortgage Association
144,684
1,650 Hudson City Bancorp, Inc.
27,027
453 Newalliance Bancshares, Inc.
5,572
2,804 Washington Mutual Bank
55,856
740 Webster Financial Corp. Waterbury


25,064
   TOTAL


373,011
Securities Brokerage--2.6%
1,464 Goldman Sachs Group, Inc.
293,927
174 1 Interactive Brokers Group, Inc., Class A
6,057
379 1 Knight Capital Group, Inc., Class A
6,348
1,088 OptionsXpress Holdings, Inc.
29,507
248 Raymond James Financial, Inc.
6,966
635 1 TD Ameritrade Holding Corp.


11,913
   TOTAL


354,718
Shares
   

   

Value
COMMON STOCKS--continued
Semiconductor Distribution--0.5%
1,929 1 Avnet, Inc.

$
68,692
Semiconductor Manufacturing--2.1%
264 Intersil Holding Corp., Class A
6,080
3,014 1 MEMC Electronic Materials, Inc.
215,380
1,994 1 Micron Technology, Inc.
14,018
993 1 Omnivision Technologies, Inc.
14,061
417 1 Plexus Corp.
9,420
567 1 Silicon Laboratories, Inc.
17,713
433 1 Spansion, Inc.


1,654
   TOTAL


278,326
Services to Medical Professionals--0.6%
824 1 Express Scripts, Inc.
55,612
252 1 Humana, Inc.
20,236
88 1 Medco Health Solutions, Inc.


4,407
   TOTAL


80,255
Shoes--0.1%
194 1 Crocs, Inc.
6,749
67 1 Deckers Outdoor Corp.


8,123
   TOTAL


14,872
Software Packaged/Custom--1.4%
1,342 1 Activision, Inc.
34,717
373 1 Advent Software, Inc.
16,845
338 1 CSG Systems International, Inc.
4,313
2,595 1 Computer Sciences Corp.
109,820
1,296 Electronic Data Systems Corp.


26,050
   TOTAL


191,745
Specialty Chemicals--0.3%
90 Ashland, Inc.
4,098
149 Minerals Technologies, Inc.
8,106
465 1 OM Group, Inc.


26,682
   TOTAL


38,886
Shares
   

   

Value
COMMON STOCKS--continued
Specialty Retailing--0.4%
293 Barnes & Noble, Inc.
$ 9,947
389 1 Bed Bath & Beyond, Inc.
12,541
461 1 Big Lots, Inc.
8,003
231 1 Tractor Supply Co.
8,903
486 1 Zale Corp.


7,970
   TOTAL


47,364
Stainless Steel Producer--0.0%
66 Carpenter Technology Corp.


4,068
Telecomm Equipment & Services--0.9%
5,193 Corning, Inc.


124,995
Toys & Games--0.1%
300 1 JAKKS Pacific, Inc.


7,068
Trucking--0.2%
578 Ryder System, Inc.


30,091
Undesignated Consumer Cyclicals--1.2%
1,565 DeVRY, Inc.
86,372
113 1 ITT Educational Services, Inc.
10,323
110 1 Parexel International Corp.
5,985
1,287 Pharmaceutical Product Development, Inc.


55,804
   TOTAL


158,484
   TOTAL COMMON STOCKS
(IDENTIFIED COST $12,214,906)



13,083,926
MUTUAL FUND--1.2%
159,192 2,3 Prime Value Obligations Fund, Institutional Shares, 4.22%
(AT NET ASSET VALUE)


159,192
   TOTAL INVESTMENTS--98.0%
(IDENTIFIED COST $12,374,098) 4



13,243,118
   OTHER ASSETS AND LIABILITIES - NET--2.0% 5


268,510
   TOTAL NET ASSETS--100%

$
13,511,628

1 Non-income producing security.

2 Affiliated company.

3 7-Day net yield.

4 Also represents cost for federal tax purposes.

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

Note: The categories of investments are shown as a percentage of total net assets at January 31, 2008.

See Notes which are an integral part of the Financial Statements

Statement of Assets and Liabilities

January 31, 2008 (unaudited)

Assets:
      
Total investments in securities, at value including $159,192 of investments in an affiliated issuer (Note 5) (identified cost $12,374,098)
$ 13,243,118
Income receivable
6,631
Receivable for investments sold
340,899
Receivable for shares sold
298,818
Prepaid expenses





2,734

   TOTAL ASSETS





13,892,200

Liabilities:
Payable for investments purchased
$ 344,632
Payable for shares redeemed
27,217
Payable for Directors'/Trustees fees
418
Payable for distribution services fee (Note 5)
2,929
Payable for shareholder services fee (Note 5)


5,376




   TOTAL LIABILITIES





380,572

Net assets for 1,173,093 shares outstanding




$
13,511,628

Net Assets Consist of:
Paid-in capital
$ 13,006,397
Net unrealized appreciation of investments
869,020
Accumulated net realized loss on investments
(353,122 )
Accumulated net investment income (loss)





(10,667
)
   TOTAL NET ASSETS




$
13,511,628

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Institutional Shares:
Net asset value per share ($5,097,502 ÷ 439,210 shares outstanding), no par value, unlimited shares authorized





$11.61

Offering price per share





$11.61

Redemption proceeds per share





$11.61

Class A Shares:
Net asset value per share ($4,977,602 ÷ 430,771 shares outstanding), no par value, unlimited shares authorized





$11.56

Offering price per share (100/94.50 of $11.56) 1





$12.23

Redemption proceeds per share





$11.56

Class C Shares:
Net asset value per share ($3,436,524 ÷ 303,112 shares outstanding), no par value, unlimited shares authorized





$11.34

Offering price per share





$11.34

Redemption proceeds per share (99.00/100 of $11.34) 1





$11.23

1 See "What Do Shares Cost?" in the Prospectus.

See Notes which are an integral part of the Financial Statements

Statement of Operations

Six Months Ended January 31, 2008 (unaudited)

Investment Income:
         
Dividends (including $4,840 received from an affiliated issuer (Note 5))









$
95,604

Expenses:
Investment adviser fee (Note 5)
$ 54,243
Administrative personnel and services fee (Note 5)
115,629
Custodian fees
10,103
Transfer and dividend disbursing agent fees and expenses
26,503
Directors'/Trustees' fees
615
Auditing fees
11,386
Legal fees
5,718
Portfolio accounting fees
38,394
Distribution services fee--Class C Shares (Note 5)
12,317
Shareholder services fee--Class A Shares (Note 5)
5,624
Shareholder services fee--Class C Shares (Note 5)
3,952
Share registration costs
25,678
Printing and postage
12,442
Insurance premiums
3,065
Miscellaneous






1,482





   TOTAL EXPENSES






327,151





Waivers and Reimbursements (Note 5):
Waiver/reimbursement of investment adviser fee
$ (54,243 )
Waiver of administrative personnel and services fee
(22,562 )
Reimbursement of other operating expenses


(144,075
)








   TOTAL WAIVERS AND REIMBURSEMENTS






(220,880
)




Net expenses










106,271

Net investment income (loss)










(10,667
)
Realized and Unrealized Gain (Loss) on Investments:
Net realized loss on investments
(278,034 )
Net change in unrealized appreciation of investments










42,959

Net realized and unrealized loss on investments










(235,075
)
Change in net assets resulting from operations









$
(245,742
)

See Notes which are an integral part of the Financial Statements

Statement of Changes in Net Assets


   

Six Months
Ended
(unaudited)
1/31/2008


   


Year Ended
7/31/2007


Increase (Decrease) in Net Assets
Operations:
Net investment income (loss)
$ (10,667 ) $ (19,783 )
Net realized gain (loss) on investments
(278,034 ) 222,906
Net change in unrealized appreciation/depreciation of investments


42,959



531,414

   CHANGE IN NET ASSETS RESULTING FROM OPERATIONS


(245,742
)


734,537

Share Transactions:
Proceeds from sale of shares
3,886,512 6,651,420
Cost of shares redeemed


(684,429
)


(1,606,158
)
   CHANGE IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS


3,202,083



5,045,262

Redemption fees


- --



1,870

Change in net assets


2,956,341



5,781,669

Net Assets:
Beginning of period


10,555,287



4,773,618

End of period (including accumulated net investment income (loss) of $(10,667) and $0, respectively)

$
13,511,628


$
10,555,287

See Notes which are an integral part of the Financial Statements

Notes to Financial Statements

January 31, 2008 (unaudited)

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

In calculating its net asset value (NAV), the Fund generally values investments as follows:

  • Equity securities listed on an exchange or traded through a regulated market system are valued at their last reported sale price or official closing price in their principal exchange or market.
  • Shares of other mutual funds are valued based upon their reported NAVs.
  • Fixed-income securities acquired with remaining maturities greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Board of Trustees (the "Trustees").
  • Fixed-income securities acquired with remaining maturities of 60 days or less are valued at their cost (adjusted for the accretion of any discount or amortization of any premium).
  • Derivative contracts listed on exchanges are valued at their reported settlement or closing price.
  • Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Trustees.

If the Fund cannot obtain a price or price evaluation from a pricing service for an investment, the Fund may attempt to value the investment based upon the mean of bid and asked quotations or fair value the investment based on price evaluations, from one or more dealers. If any price, quotation, price evaluation or other pricing source is not readily available when the NAV is calculated, the Fund uses the fair value of the investment determined in accordance with the procedures described below. There can be no assurance that the Fund could purchase or sell an investment at the price used to calculate the Fund's NAV.

Fair Valuation and Significant Events Procedures

The Trustees have authorized the use of pricing services to provide evaluations of the current fair value of certain investments for purposes of calculating the NAV. Factors considered by pricing services in evaluating an investment include the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers, and general market conditions. Some pricing services provide a single price evaluation reflecting the bid-side of the market for an investment (a "bid" evaluation). Other pricing services offer both bid evaluations and price evaluations indicative of a price between the prices bid and asked for the investment (a "mid" evaluation). The Fund normally uses bid evaluations for U.S. Treasury and Agency securities, mortgage-backed securities and municipal securities. The Fund normally uses mid evaluations for other types of fixed-income securities and OTC derivative contracts. In the event that market quotations and price evaluations are not available for an investment, the fair value of the investment is determined in accordance with procedures adopted by the Trustees.

The Trustees also have adopted procedures requiring an investment to be priced at its fair value whenever the Adviser determines that a significant event affecting the value of the investment has occurred between the time as of which the price of the investment would otherwise be determined and the time as of which the NAV is computed. An event is considered significant if there is both an affirmative expectation that the investment's value will change in response to the event and a reasonable basis for quantifying the resulting change in value. Examples of significant events that may occur after the close of the principal market on which a security is traded, or after the time of a price evaluation provided by a pricing service or a dealer, include:

  • With respect to securities traded in foreign markets, significant trends in U.S. equity markets or in the trading of foreign securities index futures or options contracts;
  • With respect to price evaluations of fixed-income securities determined before the close of regular trading on the NYSE, actions by the Federal Reserve Open Market Committee and other significant trends in U.S. fixed-income markets;
  • Political or other developments affecting the economy or markets in which an issuer conducts its operations or its securities are traded; and
  • Announcements concerning matters such as acquisitions, recapitalizations, litigation developments, a natural disaster affecting the issuer's operations or regulatory changes or market developments affecting the issuer's industry.

The Trustees have approved the use of a pricing service to determine the fair value of equity securities traded principally in foreign markets when the Adviser determines that there has been a significant trend in the U.S. equity markets or in index futures trading. For other significant events, the Fund may seek to obtain more current quotations or price evaluations from alternative pricing sources. If a reliable alternative pricing source is not available, the Fund will determine the fair value of the investment using another method approved by the Trustees.

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 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. The Fund adopted the provisions of Financial Accounting Standards Board Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes," on January 31, 2008. As of and during the period ended January 31, 2008, the Fund did not have a liability for any unrecognized tax expenses. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. As of January 31, 2008, tax years 2004 through 2007 remain subject to examination by the Fund's major tax jurisdictions, which include the United States of America and the state of Massachusetts.

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:



   
Six Months Ended
1/31/2008


   
Year Ended
7/31/2007


Institutional Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
143,908 $ 1,740,114 259,278 $ 2,871,927
Shares redeemed

(16,562
)


(200,614
)

(80,930
)


(876,653
)
   NET CHANGE RESULTING FROM INSTITUTIONAL SHARE TRANSACTIONS

127,346


$
1,539,500


178,348


$
1,995,274



   
Six Months Ended
1/31/2008



   
Year Ended
7/31/2007


Class A Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
126,796 $ 1,542,130 187,148 $ 2,138,258
Shares redeemed

(30,955
)


(362,533
)

(51,271
)


(591,818
)
   NET CHANGE RESULTING FROM CLASS A SHARE TRANSACTIONS

95,841


$
1,179,597


135,877


$
1,546,440



   
Six Months Ended
1/31/2008


   
Year Ended
7/31/2007


Class C Shares:
   
Shares

   

Amount

   
Shares

   

Amount

Shares sold
51,194 $ 604,268 144,501 $ 1,641,235
Shares redeemed

(10,145
)


(121,282
)

(11,851
)


(137,687
)
   NET CHANGE RESULTING FROM CLASS C SHARE TRANSACTIONS

41,049


$
482,986


132,650


$
1,503,548

   NET CHANGE RESULTING FROM SHARE TRANSACTIONS


264,236


$
3,202,083


446,875


$
5,045,262

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, the redemption fees for Institutional Shares, Class A Shares and Class C Shares amounted to $652, $712 and $506, respectively.

4. FEDERAL TAX INFORMATION

At January 31, 2008, the cost of investments for federal tax purposes was $12,374,098. The net unrealized appreciation of investments for federal tax purposes was $869,020. This consists of net unrealized appreciation from investments for those securities having an excess of value over cost of $1,157,580 and net unrealized depreciation from investments for those securities having an excess of cost over value of $288,560.

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 and subject to the terms described in the Expense Limitation note, the Adviser may voluntarily choose to waive and/or reimburse any additional portion of its fee. The Adviser can modify or terminate this voluntary waiver and/or reimbursement at any time at its sole discretion. For the six months ended January 31, 2008, the Adviser waived $54,158 of its fee and reimbursed $144,075 of other operating expenses.

Administrative Fee

Federated Administrative Services (FAS), under the Administrative Services 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. Subject to the terms described in the Expense Limitation note, FAS may voluntarily choose to waive any portion of its fee. FAS can modify or terminate this voluntary waiver at any time at its sole discretion. For the six months ended January 31, 2008, the net fee paid to FAS was 1.544% of average daily net assets of the Fund. The Fund currently accrues the minimum administrative fee; therefore the percentage of average aggregate daily net assets is greater than the amounts presented in the chart above. FAS waived $22,562 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 at the following percentages of average daily net assets annually, to compensate FSC:


Share Class Name



   
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 Name



   
Percentage of Average Daily
Net Assets of Class

Class A Shares

0.25%
Class C Shares

1.00%

Subject to the terms described in the Expense Limitation note, FSC may voluntarily choose to waive any portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. When FSC receives fees, it may pay some or all of them to financial intermediaries whose customers purchase shares. For the six months ended January 31, 2008, FSC retained $4,032 of fees paid by the Fund. On November 15, 2007, the Fund's Trustees approved an amendment to the Plan to reduce the distribution services fee for the Fund's Class A Shares from 0.25% to 0.05%. The amendment to the Plan will become effective for the Fund on March 31, 2008. For the six months ended January 31, 2008, the Fund's Class A Shares did not incur a distribution services fee.

Sales Charges

For the six months ended January 31, 2008, FSC retained $3,048 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. Subject to the terms described in the Expense Limitation note, FSSC may voluntarily reimburse the Fund for shareholder services fees. This voluntary reimbursement can be modified or terminated at any time. For the six months ended January 31, 2008, FSSC received $431 of 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 (as shown in the financial highlights) 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 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 six months ended January 31, 2008, the Adviser reimbursed $85. Transactions with the affiliated company during the six months ended January 31, 2008 are as follows:

Affiliate
   
Balance of
Shares Held
7/31/2007

   
Purchases/
Additions

   
Sales/
Reductions

   
Balance of
Shares Held
1/31/2008

   
Value
   
Dividend
Income

Prime Value Obligations Fund, Institutional Shares

189,358

2,815,420

2,845,586

159,192

$159,192

$4,840

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations, for the six months ended January 31, 2008, were as follows:

Purchases
   
$
11,724,275
Sales

$
8,875,188

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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 January 31, 2008, there were no outstanding loans. During the six months ended January 31, 2008, 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 September 2006, the Financial Accounting Standards Board 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 has concluded that the adoption of FAS 157 is not expected to have a material impact on the Fund's net assets or results of operations.

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. In addition, the Board was informed by the Adviser that, for the same period, the Fund underperformed its benchmark index. 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.

IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY

In an effort to reduce costs and avoid duplicate mailings, the Fund(s) intend to deliver a single copy of certain documents to each household in which more than one shareholder of the Fund(s) resides (so-called "householding"), as permitted by applicable rules. The Fund's "householding" program covers its/their Prospectus and Statement of Additional Information, and supplements to each, as well as Semi-Annual and Annual Shareholder Reports and any Proxies or information statements. Shareholders must give their written consent to participate in the "householding" program. The Fund is also permitted to treat a shareholder as having given consent ("implied consent") if (i) shareholders with the same last name, or believed to be members of the same family, reside at the same street address or receive mail at the same post office box, (ii) the Fund gives notice of its intent to "household" at least sixty (60) days before it begins "householding" and (iii) none of the shareholders in the household have notified the Fund(s) or their agent of the desire to "opt out" of "householding." Shareholders who have granted written consent, or have been deemed to have granted implied consent, can revoke that consent and opt out of "householding" at any time: shareholders who purchased shares through an intermediary should contact their representative; other shareholders may call the Fund at 1-800-341-7400.

Federated Securities Corp., Distributor

Cusip 31421R601

36405 (3/08)

Federated is a registered mark of Federated Investors, Inc. 2008 (c)Federated Investors, Inc.

Item 2.                      Code of Ethics

Not Applicable
 
Item 3.                      Audit Committee Financial Expert

Not Applicable
 
Item 4.                      Principal Accountant Fees and Services

Not Applicable

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                      March 20, 2008


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                      March 20, 2008


By                      /S/ Richard A. Novak

 
Richard A. Novak
Principal Financial Officer

Date                      March 20, 2008



EX-99.CERT 2 cert.htm cert.htm

N-CSR Item 12(a)(2) - Exhibits: Certifications


I, J. Christopher Donahue, certify that:

1.  
I have reviewed this report on Form N-CSR of Federated MDT Series on behalf of Federated MDT All Cap Core Fund, Federated MDT Balanced Fund, Federated MDT Large Cap Growth Fund, Federated MDT Mid Cap Growth Fund, Federated MDT Small Cap Core Fund, Federated MDT Small Cap Growth Fund, Federated MDT Small Cap Value Fund, Federated MDT Tax Aware/All Cap Core Fund ("registrant");

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.  
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a.  
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.  
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.  
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d.  
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  
The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.  
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b.  
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




Date: March 20, 2008
/S/ J. Christopher Donahue
J. Christopher Donahue
President - - Principal Executive Officer


 
 
 

N-CSR Item 12(a)(2) - Exhibits: Certifications


I, Richard A. Novak, certify that:

1.  
I have reviewed this report on Form N-CSR of Federated MDT Series on behalf of Federated MDT All Cap Core Fund, Federated MDT Balanced Fund, Federated MDT Large Cap Growth Fund, Federated MDT Mid Cap Growth Fund, Federated MDT Small Cap Core Fund, Federated MDT Small Cap Growth Fund, Federated MDT Small Cap Value Fund, Federated MDT Tax Aware/All Cap Core Fund ("registrant");

2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.  
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a.  
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.  
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.  
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d.  
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  
The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.  
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b.  
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




Date: March 20, 2008
/S/ Richard A. Novak
Richard A. Novak
Treasurer - - Principal Financial Officer


EX-99.906CERT 3 cert906.htm cert906.htm

N-CSR Item 12(b) - Exhibits: Certifications

SECTION 906 CERTIFICATION

Pursuant to 18 U.S.C.§ 1350, the undersigned officers of Federated MDT Series on behalf of Federated MDT All Cap Core Fund, Federated MDT Balanced Fund, Federated MDT Large Cap Growth Fund, Federated MDT Mid Cap Growth Fund, Federated MDT Small Cap Core Fund, Federated MDT Small Cap Growth Fund, Federated MDT Small Cap Value Fund, Federated MDT Tax Aware/All Cap Core Fund  (the “Registrant”), hereby certify, to the best of our knowledge, that the Registrant’s Report on Form N-CSR for the period ended January 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities and Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.


Dated: March 20, 2008

/s/ J. Christopher Donahue
Name:  J. Christopher Donahue
Title: President, Principal Executive Officer



Dated: March 20, 2008

/s/ Richard A. Novak
Name:  Richard A. Novak
Title: Treasurer, Principal Financial Officer

This certification is being furnished solely pursuant to 18 U.S.C.§ 1350 and is not being filed as part of the Report or as a separate disclosure document.

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