485BPOS 1 form.htm 485BPOS form.htm
1933 Act File No.
333-134468
1940 Act File No.
811-21904

Form N-1A

SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
       
 
Pre-Effective Amendment No.
   
       
 
Post-Effective Amendment No.
 
11
 
and/or
   
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
 
       
 
Amendment No.
 
11



FEDERATED MDT SERIES
(Exact Name of Registrant as Specified in Charter)

Federated Investors Funds
4000 Ericsson Drive
Warrendale, PA 15086-7561
 (Address of Principal Executive Offices)

(412) 288-1900
 (Registrant’s Telephone Number, including Area Code)

John W. McGonigle, Esquire
Federated Investors Tower
Pittsburgh, Pennsylvania  15222-3779
 (Name and Address of Agent for Service)


It is proposed that this filing will become effective (check appropriate box):
   
X
immediately upon filing pursuant to paragraph (b)
 
on
 
pursuant to paragraph (b)
 
60 days after filing pursuant to paragraph (a)(1)
 
on
 
pursuant to paragraph (a)(1)
 
75 days after filing pursuant to paragraph (a)(2)
 
on
 
pursuant to paragraph (a)(2) of Rule 485
 
If appropriate, check the following box:
   
 
This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 
 
This amendment to Registration Statement hereby incorporates by reference, pursuant to Rule 411 under the Securities Act of 1933, Parts A and B of Post-Effective Amendment No. 10 filed November 5, 2010 in their entirety. (File no. 333-134468 and 811-21904)
 
Item 28.  Exhibits
 
(a)
   
1
Conformed copy of Declaration of Trust of the Registrant;
(1)
2
Conformed copy of Amendment No. 1 of the Declaration of Trust;
(5)
3
Conformed copy of Amendment No. 2 of the Declaration of Trust;
(6)
4
Conformed copy of Amendment No. 3 of the Declaration of Trust;
(8)
5
Conformed copy of Amendment Nos. 4, 5 and 6 to the Declaration of Trust;
(11)

 
(b)
   
1
Copy of Bylaws
(1)
     

 
(c)
As of September 1, 1997, Federated Securities Corp. stopped issuing share certificates.
 

 
(d)
   
1
Form of Investment Advisory Contract of the Registrant;
(2)
2
Conformed copy of Investment Advisory Contract Letter Agreement
(4)
3
Conformed copy of Investment Advisory Contract on behalf of the Registrant which includes Exhibits A through H;
(5)
4
Conformed copy of Subadvisory Agreement for Federated MDT Balanced Fund which includes Exhibit A;
(9)
5
Conformed copy of Exhibit I to the Investment Advisory Contract;
(8)

 
(e)
   
1
Conformed copy of Distributor’s Contract of the Registrant;
(3)
2
Conformed copy of Distributor’s Contract of the Registrant with Exhibits A through D;
(5)
3
Conformed copy of Distributor’s Contract for Class B Shares of the Registrant;
(5)
4
Conformed copy of Exhibits E through H of the Distributor’s Contract;
(8)
5
Conformed copy of Amendment 1 to Exhibit B of the Registrant’s Distributor’s Contract;
(8)

 
(f)
Not applicable
 

 
(g)
   
1
Conformed copy of Custodian Agreement of the Registrant;
(3)
2
Conformed copy of Custodian Schedule;
(3)
3
Conformed copy of Custodian Schedule;
(5)
4
Conformed copy of Custodian Agreement Exhibit 1 (revised as of 6/22/07);
(6)

 
(h)
   
1
The Registrant hereby incorporates by reference the conformed copy of the Agreement for Administrative Services, with Exhibit 1 and Amendments 1 and 2 attached, between Federated Administrative Services and the Registrant from Item 23(h)(iv) of the Federated Total Return Series, Inc. Registration Statement on Form N-1A, filed with the Commission on November 29, 2004. (File Nos. 33-50773 and 811-7115);
 
2
Conformed copy of Agreement for Administrative Services between Registrant and Federated Administrative Services with Exhibit 1 and Amendments 1 through 4 attached;
(5)
3
The Registrant hereby incorporates                                                                                     the conformed copy of Transfer Agency and Service Agreement between the Federated Funds and State Street Bank and Trust Company from Item 23(h)(viii)of the Federated Total Return Government Bond Fund Registration Statement on Form N-1A, filed with the Commission on April 28, 2006 (File Nos. 33-60411 and 811-07309);
 
4
Conformed copy of Transfer Agency and Service Agreement between Registrant and State Street Bank and Trust Company including First Amendment and Schedule A;
(5)
5
The Registrant hereby incorporates by reference the conformed copy of Amendment No. 3 to the Agreement for Administrative Services between Federated Administrative Services Company and the Registrant dated June 1, 2005, from Item 23 (h) (ii) of the Cash Trust Series, Inc. Registration Statement on Form N-1A, filed with the Commission on July 27, 2005. (File Nos. 33-29838 and 811-5843);
 
6
Conformed copy of Financial Administration and Accounting Services Agreement between Registrant and State Street Bank and Trust Company;
(5)
7
Conformed copy of Amended and Restated Services Agreement between Registrant and Federated Shareholder Services Company;
(5)
8
Conformed copy of Principal Shareholder Services Agreement between Registrant and Federated Securities Corp.;
(5)
9
Conformed copy of Shareholder Services Agreement between Registrant and Federated Shareholder Services Company;
(5)
10
Copy of revised Exhibit 1 to the Agreement for Administrative Services;
(8)
11
Copy of revised Exhibit A to the Financial Administration and Accounting Services Agreement;
(8)
12
Copy of the revised Schedule A to the Transfer Agency and Service Agreement between the Registrant and State Street Bank and Trust Company;
(8)
13
Copy of Amendment to Transfer Agency and Service Agreement between State Street Bank and the Registrant with revised Schedule A;
(10)

 
(i)
Conformed copy of Opinion and Consent of Counsel as to legality of shares being registered
(3)

 
(j)
   
1
Conformed copy of Consent of Independent Registered Public Accounting Firm
+

 
(k)
Not Applicable
 

 
(l)
Conformed copy of Initial Capital Understanding
(3)

 
(m)
   
1
Conformed copy of Distribution Plan of the Registrant;
(3)
2
Conformed copy of Distribution Plan with Exhibits A through D attached;
(5)
3
Conformed copy of Distribution Plan of the Registrant for Class B Shares;
(5)
4
Conformed copy of Exhibits D, E and F of the Distribution Plan of the Registrant;
(8)
5
Conformed copy of Amendment 1 to Exhibit A to the Distribution Plan of the Registrant;
(8)

 
(n)
   
1
The Registrant hereby incorporates the Copy of the Multiple Class Plan and attached Exhibits from Item (n) of the Federated Short-Term Municipal Trust Registration Statement on Form N-1A, filed with the Commission on August 28, 2006. (File Nos. 2-72277 and 811-3181);
 
2
Copy of the Multiple Class Plan and attached Exhibits of the Registrant;
(5)
3
Copy of Class A Shares, Class B Shares and Class C Shares Exhibits to the Multiple Class Plan
(6)
4
Copy of Class A Shares, Class B Shares, Class C Shares, Class K Shares and Institutional Shares Exhibits to the Multiple Class Plan;
(8)
5
Copy of Class K Shares Exhibit to the Multiple Class Plan;
(9)
6
Copy of Institutional Shares Exhibit to the Multiple Class Plan;
(10)
7
Copy of Class A Shares, Class B Shares, Class C Shares, Class K Shares and Institutional Shares Exhibits to the Multiple Class Plan;
(11)

 
(o)
   
1
Conformed copy of Power of Attorney of Registrant;
(2)
2
Conformed copy of Unanimous Consent of Trustees to appoint a President and Treasurer;
(1)
3
Conformed copy of Unanimous Consent of Trustees to appoint a Secretary and Assistant Secretary;
(1)
4
Conformed copy of Power of Attorney of Registrant;
(5)
5
Conformed copy of Power of Attorney of Registrant;
(8)
6
Conformed copy of Power of Attorney of Registrant;
(10)

 
(p)
   
1
The Registrant hereby incorporates the conformed copy of the Federated Investors, Inc. Code of Ethics for Access Persons, effective 1/1/2005, from Item 23(p) of the Money Market Obligations Trust Registration Statement on Form N-1A, filed with the Commission on February 25, 2005.  (File Nos. 33-31602 and 811-5950).
 
2
Conformed copy of the Federated Investors, Inc. Code of Ethics for Access Persons, effective 10/01/2008
(10)
3
Conformed copy of the Federated Investors, Inc. Code of Ethics for Access Persons, effective 9/1/2010
(11)

 
+
Exhibit is being filed electronically with registration statement; indicate by footnote
 

 
 
ALL RESPONSES ARE INCORPORATED BY REFERENCE TO A POST-EFFECTIVE AMENDMENT (PEA) OF THE REGISTRANT FILED ON FORM N-1A (FILE NOS. 333-134468 and 811-21904)
 
1
Initial Registration Statement filed May 25, 2006.
 
2
Pre-effective Amendment No. 1 filed July 27, 2006.
 
3
Pre-effective Amendment No. 2 filed August 8, 2006.
 
4
PEA No. 1 filed November 29, 2006
 
5
PEA No. 3 filed March 28, 2007
 
6
PEA No. 4 filed September 28, 2007
 
7
PEA No. 5 filed December 17, 2007
 
8
PEA No. 7 filed February 22, 2008
 
9
PEA No. 8 filed September 29, 2008
 
10
PEA No. 9 filed September 28, 2009
 
11
PEA No. 10 filed November 5, 2010
 

 
Item 29  Persons Controlled by or Under Common Control with the Fund:
None

 
Item 30  Indemnification
(1) Indemnification is provided to Officers and Trustees of the Registrant pursuant to Section 1 of Article IX of Registrant's Declaration of Trust. The Investment Advisory Contract provides that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties under the Investment Advisory Contract on the part of Adviser, Adviser shall not be liable to the Registrant or to any shareholder for any act or omission in the course of or connected in any way with rendering services or for any losses that may be sustained in the purchase, holding, or sale of any security.  Registrant's Trustees and Officers are covered by an Investment Trust Errors and Omissions Policy.
(2) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by Trustees, Officers, or controlling persons of the Registrant in connection with the successful defense of any act, suit, or proceeding) is asserted by such Trustees, Officers, or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.
(3) Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940 for Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware of the position of the Securities and Exchange Commission as set forth in Investment Company Act Release No. IC-11330.  Therefore, the Registrant undertakes that in addition to complying with the applicable provisions of the Declaration of Trust or otherwise, in the absence of a final decision on the merits by a court or other body before which the proceeding was brought, that an indemnification payment will not be made unless in the absence of such a decision, a reasonable determination based upon factual review has been made (i) by a majority vote of a quorum of non-party Trustees who are not interested persons of the Registrant or (ii) by independent legal counsel in a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties.  The Registrant further undertakes that advancement of expenses incurred in the defense of a proceeding (upon undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against an Officer, Trustee, or controlling person of the Registrant will not be made absent the fulfillment of at least one of the following conditions:  (i) the indemnitee provides security for his undertaking; (ii) the Registrant is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of disinterested non-party Trustees or independent legal counsel in a written opinion makes a factual determination that there is reason to believe the indemnitee will be entitled to indemnification.

 
Item 31  Business and Other Connections of Investment Adviser
For a description of the other business of the Investment Adviser, see the section entitled “Who Manages the Fund?” in Part A. The affiliations with the Registrant of one of the Trustees and two of the Officers of the Investment Adviser are included in Part B of this Registration Statement under "Who Manages and Provides Services to the Fund?"  The remaining Trustees of the Investment Adviser and, in parentheses, their principal occupations are:  Thomas R. Donahue, (Chief Financial Officer, Federated Investors, Inc.), 1001 Liberty Avenue, Pittsburgh, PA, 15222-3779, and John B. Fisher, (Vice Chairman, Federated Investors, Inc.) 1001 Liberty Avenue, Pittsburgh, PA, 15222-3779.  The business address of Gordon Ceresino and David Goldsmith is 125 High Street, Oliver Tower, 21st Floor, Boston, MA 02110.  The business address of the remaining Officers of the Investment Adviser is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779. These remaining officers are also officers of a majority of the Investment Advisers to the investment companies in the Federated Fund Complex described in Part B of this Registration Statement.
The remaining Officers of the Investment Adviser are:
President/ Chief Executive Officer:
John B. Fisher
Vice Chairman
Gordon Ceresino
Senior Vice Presidents:
Edward Foss
Assistant Vice Presidents:
Ann Kruczek
Keith Michaud
Chief Compliance Officer
Brian P. Bouda
Secretary:
John D. Johnson
Assistant Secretary
Edward C. Bartley
Treasurer:
Denis McAuley, III
Assistant Treasurer:
Lori A. Hensler

 

 
Item 32  Principal Underwriters:
(a)
Federated Securities Corp., the Distributor for shares of the Registrant, acts as principal underwriter for the following open-end investment companies, including the Registrant:
 
Cash Trust Series, Inc.
 
Cash Trust Series II
 
Federated Adjustable Rate Securities Fund
 
Federated Core Trust
 
Federated Core Trust II, L.P.
 
Federated Core Trust III
 
Federated Equity Funds
 
Federated Equity Income Fund, Inc.
 
Federated Fixed Income Securities, Inc.
 
Federated GNMA Trust
 
Federated Government Income Securities, Inc.
 
Federated High Income Bond Fund, Inc.
 
Federated High Yield Trust
 
Federated Income Securities Trust
 
Federated Income Trust
 
Federated Index Trust
 
Federated Institutional Trust
 
Federated Insurance Series
 
Federated Intermediate Government Fund, Inc.
 
Federated International Series, Inc.
 
Federated Investment Series Funds, Inc.
 
Federated Managed Allocation Portfolios
 
Federated Managed Pool Series
 
Federated MDT Series
 
Federated Municipal Securities Fund, Inc.
 
Federated Municipal Securities Income Trust
 
Federated Premier Intermediate Municipal Income Fund
 
Federated Premier Municipal Income Fund
 
Federated Short-Intermediate Duration Municipal Trust
 
Federated Stock and Bond Fund
 
Federated MDT Stock Trust
 
Federated Total Return Government Bond Fund
 
Federated Total Return Series, Inc.
 
Federated U.S. Government Bond Fund
 
Federated U.S. Government Securities Fund: 1-3 Years
 
Federated U.S. Government Securities Fund: 2-5 Years
 
Federated World Investment Series, Inc.
 
Intermediate Municipal Trust
 
Edward Jones Money Market Fund
 
Money Market Obligations Trust
(b)
 

(1)
Positions and Offices with Distributor
(2)
Name
 
(3)
Positions and Offices With Registrant
Chairman:
Richard B. Fisher
Vice President
Executive Vice President, Assistant Secretary and Director:
Thomas R. Donahue
 
President and Director:
Thomas E. Territ
 
Vice President and Director:
Peter J. Germain
 
Treasurer and Director:
Denis McAuley III
 

 
(1)
Positions and Offices with Distributor
(2)
Name
 
(3)
Positions and Offices With Registrant
Executive Vice Presidents:
Solon A. Person, IV
Paul Uhlman
 
Senior Vice Presidents:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Michael Bappert
Richard W. Boyd
Bryan Burke
Charles L. Davis, Jr.
Laura M. Deger
Peter W. Eisenbrandt
Theodore Fadool, Jr.
Bruce E. Hastings
James M. Heaton
Harry J. Kennedy
Michael Koenig
Anne H. Kruczek
Amy Michaliszyn
Richard C. Mihm
Keith Nixon
Brian S. Ronayne
John Staley
Colin B. Starks
F. Andrew Thinnes
Robert F. Tousignant
William C. Tustin
 

 
(1)
Positions and Offices with Distributor
(2)
Name
 
(3)
Positions and Offices With Registrant
Vice Presidents:
Irving Anderson
Marc Benacci
Dan Berry
Bill Boarts
John B. Bohnet
Edward R. Bozek
Jane E. Broeren-Lambesis
Edwin J. Brooks, III
Mark Carroll
Dan Casey
Scott Charlton
Steven R. Cohen
James Conely
Kevin J. Crenny
G. Michael Cullen
Beth C. Dell
Donald C. Edwards
Timothy Franklin
Jamie Getz
Scott Gundersen
Dayna C. Haferkamp
Raymond J. Hanley
Vincent L. Harper, Jr.
Scott A. Holick
Jeffrey S. Jones
Patrick Kelly
Matthew Khan
Ed Koontz
Jerry L. Landrum
David M. Larrick
Christopher A. Layton
Michael H. Liss
Michael R. Manning
Michael Marcin
Diane Marzula
Martin J. McCaffrey
Mary A. McCaffrey
Joseph McGinley
Vincent T. Morrow
John C. Mosko
Doris T. Muller
Alec H. Neilly
Rebecca Nelson
Ted Noethling
John A. O’Neill
James E. Ostrowski
Stephen Otto
Mark Patsy
Rich Paulson
Chris Prado
Josh Rasmussen
Richard A. Recker
Diane M. Robinson
Timothy A. Rosewicz
 
 

 
(1)
Positions and Offices with Distributor
(2)
Name
(3)
Positions and Offices With Registrant
Vice Presidents:
Eduardo G. Sanchez
Robert E. Savarese, Jr.
Thomas S. Schinabeck
Leland T. Scholey
Peter Siconolfi
Edward L. Smith
Peter Smith
Jack L. Streich
Mark Strubel
Jonathen Sullivan
Michael Vahl
David Wasik
G. Walter Whalen
Stephen White
Lewis Williams
Littell L. Wilson
Edward J. Wojnarowski
Michael P. Wolff
Erik Zettlemayer
Paul Zuber
 

(1)
Positions and Offices with Distributor
(2)
Name
 
(3)
Positions and Offices With Registrant
Assistant Vice Presidents:
Robert W. Bauman
Mary Ellen Coyne
Dino Giovannone
Chris Jackson
William Rose
   
Secretary:
C. Todd Gibson
   
Assistant Treasurer:
Lori A. Hensler
Richard A. Novak
   
Chief Compliance Officer:
Brian P. Bouda
   

(c)
Not Applicable

 
Item 28  Location of Accounts and Records:
All accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated thereunder are maintained at one of the following locations:

 
Registrant
Reed Smith LLP
Investment Management Group (IMG)
Reed Smith Centre
225 Fifth Avenue
Suite 1200
Pittsburgh, PA  15222
(Notices should be sent to the Agent for Service at above address)
Federated Investors Funds
4000 Ericsson Drive
Warrendale, PA  15086-7561
Federated Administrative Services (“Administrator”)
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA  15222-3779
Federated MDTA LLC
(“Adviser”)
125 Cambridge Park Drive
Cambridge, MA 02140
Federated Investment Management Company
(“Sub-Adviser”)
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA  15222-3779
State Street Bank and Trust Company
(“Transfer Agent, Dividend Disbursing Agent” and “Custodian”)
P.O. Box 8600
Boston, MA  02266-8600

 
Item 29  Management Services:  Not applicable.
 

 
Item 30  Undertakings:
Registrant hereby undertakes to comply with the provisions of Section 16(c) of the 1940 Act with respect to the removal of Trustees and the calling of special shareholder meetings by shareholders.

 

 

 - -
 
 

 

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, Federated MDT Series, certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania, on the 8th day of November, 2010.
FEDERATED MDT SERIES
BY:  /s/ Todd P. Zerega
Todd P. Zerega, Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment to its Registration Statement has been signed below by the following person in the capacity and on the date indicated:

 
NAME
TITLE
DATE
BY:  /s/ Todd P. Zerega
Todd P. Zerega,
 Assistant Secretary
Attorney In Fact For the Persons Listed Below
November 8, 2010
John F. Donahue *
Trustee
 
J. Christopher Donahue *
President and Trustee (Principal Executive Officer)
 
Richard A. Novak*
Treasurer (Principal Financial Officer)
 
John T. Conroy, Jr.*
Trustee
 
Nicholas P. Constantakis*
Trustee
 
John F. Cunningham*
Trustee
 
Maureen E. Lally-Green*
Trustee
 
Peter E. Madden*
Trustee
 
Charles F. Mansfield, Jr.*
Trustee
 
R. James Nicholson*
Trustee
 
Thomas O’Neill*
Trustee
 
John S. Walsh*
Trustee
 
James F. Will*
Trustee
 
*By Power of Attorney