EXHIBIT 77H


MDT Funds
(Registrant)




Pursuant to a Sale, Purchase and Put/Call Agreement dated May 11, 2006
(Purchase Agreement), Federated agreed to acquire (through an acquisition
subsidiary of Federated) approximately 88.6% of the limited liability company
interests of MDTA LLC.  Federated also may acquire (through an acquisition
subsidiary of Federated) the remaining 11.4% pursuant to a put/call
arrangement with certain MDTA LLC interest holders (the ?Acquisition?). The
transaction included initial purchase payments by Federated of approximately
$92 million (together with transaction expenses paid on behalf of MDTA LLC
and its owners, and certain post closing adjustments, the consideration paid
by Federated totaled approximately $100.8 million), and a series of
contingent payments totaling as much as $130 million over the next three
years based on growth.  This transaction was consummated (the ?Closing?) on
July 14, 2006.  After the Closing, MDTA LLC changed its name to Federated
MDTA LLC.


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		PGHLIB-1898993.1-MCDOLING 9/29/06 12:31 PM