FEDERATED MDT SERIES
4000 Ericsson Drive
Warrendale, Pennsylvania 15086-7561
August 7, 2019
EDGAR Operations Branch
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549-4720
RE: FEDERATED MDT SERIES (the “Registrant”)
FEDERATED MDT ALL CAP CORE FUND
Class A Shares
Class C Shares
Institutional Shares
FEDERATED MDT BALANCED FUND
Class A Shares
Class C Shares
Institutional Shares
FEDERATED MDT LARGE CAP GROWTH FUND
Class A Shares
Class C Shares
Institutional Shares
FEDERATED MDT SMALL CAP CORE FUND
Class A Shares
Class C Shares
Class R6 Shares
Institutional Shares
FEDERATED MDT SMALL CAP GROWTH FUND
Class A Shares
Class C Shares
Class R6 Shares
Institutional Shares
(each, a “Fund” or collectively, the “Funds”)
1933 Act File No. 333-
1940 Act File No. 811-7115
Dear Sir or Madam:
Transmitted herewith for filing pursuant to the Securities Act of 1933, as amended, (“1933 Act”), is the Registration Statement on Form N-14 for the above-referenced Registrant.
The purpose of this Registration Statement is to register shares of beneficial interest of the above-named Funds under the 1933 Act. These shares are being registered pursuant to an Agreement and Plan of Reorganization pursuant to which each Fund would acquire all or substantially all of the assets of the corresponding series of the PNC Funds as set forth in the chart below, in exchange for the shares of the applicable share class(es) of the Fund:
PNC Balanced Allocation Fund Class A Class C Class I | Federated MDT Balanced Fund Class A Class C Institutional Shares |
PNC Multi-Factor All Cap Fund Class A Class C Class I | Federated MDT All Cap Core Fund Class A Class C Institutional Shares |
PNC Multi-Factor Large Cap Growth Fund Class A Class C Class I | Federated MDT Large Cap Growth Fund
Class A Class C Institutional Shares |
PNC Multi-Factor Small Cap Growth Fund Class A Class C Class I Class R6 | Federated MDT Small Cap Growth Fund
Class A Class C Institutional Shares Class R6 |
PNC Multi-Factor Small Cap Core Fund Class A Class C Class I Class R6 | Federated MDT Small Cap Core Fund
Class A Class C Institutional Shares Class R6 |
PNC Multi-Factor Small Cap Value Fund Class A Class C Class I | Federated MDT Small Cap Core Fund
Class A Class C Institutional Shares |
PNC Small Cap Fund Class A Class C Class I | Federated MDT Small Cap Core Fund Class A Class C Institutional Shares |
We would appreciate receiving any comments you may have by August 22, 2019. If you have any questions on the enclosed material, please do not hesitate to contact me at (724) 720-8832.
Very truly yours,
/s/Christina A. Eifler
Christina A. Eifler
Senior Paralegal
Enclosures