EXHIBIT 11
FORM OF
Reed Smith LLP
435 Sixth Avenue
Pittsburgh, PA 15219-1886
April 3, 2007
The Trustees of
Federated Equity Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
Re: Legality of Shares Opinion
Ladies and Gentlemen:
Federated MDT Large Cap Growth Fund ("Acquiring Fund"), a portfolio of
Federated MDT Series (the "Acquiring Trust"), proposes to acquire the assets of
Federated Large Cap Growth Fund ("Acquired Fund"), a portfolio of Federated
Equity Funds (the "Federated Trust"), in exchange for Class A Shares, Class B
Shares and Class C Shares of the Acquiring Fund ("Shares") pursuant to the
Agreement and Plan of Reorganization dated ________________, 2007 ("Agreement"),
included as an exhibit to the registration statement of Federated MDT Series
filed on Form N-14 (Securities Act of 1933 No. to be assigned) under the
Securities Act of 1933, as amended ("N-14 Registration Statement").
As counsel we have reviewed the appropriate documents relating to the
organization of Federated MDT Series, its registration under the Investment
Company Act of 1940 and the registration of its securities on Form N-1A under
the Securities Act of 1933 and participated in the drafting of the N-14
Registration Statement. Specifically, we have examined and are familiar with
the Declaration of Trust and Bylaws of Federated MDT Series, and such other
documents and records as we deemed relevant for the purpose of rendering this
opinion. We have also reviewed questions of law as deemed necessary or
appropriate by us for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Acquiring Trust is a business trust duly organized and validly
existing under the laws of Massachusetts and has power to own all of its
properties and assets and to carry on its business as presently conducted, and
the Acquiring Fund is a separate series thereof duly constituted in accordance
with the applicable provisions of the Investment Company Act of 1940 ("1940
Act") and the Declaration of Trust and By-laws of the Acquiring Trust;
2. the Acquiring Fund Shares to be issued for transfer to the shareholders of
the Acquired Fund as provided by the Agreement are duly authorized and upon such
transfer and delivery will be validly issued and outstanding and fully paid and
nonassessable Class A Shares, Class B Shares and Class C Shares of beneficial
interest in the Acquiring Fund and no shareholder of the Acquiring Fund has any
preemptive rights of subscription or purchase in respect thereof;
3. the Acquiring Trust is registered with the Securities and Exchange
Commission as an investment company under the 1940 Act;
4. the Agreement has been duly authorized, executed and delivered by the
Acquiring Trust on behalf of the Acquiring Fund and, assuming a registration
statement on Form N-14 relating to the Acquiring Fund Shares to be issued to
shareholders of the Acquired Fund complies with applicable federal securities
laws and assuming the due authorization, execution and delivery thereof by the
Federated Trust on behalf of the Acquired Fund, is the valid and binding
obligation of the Acquiring Fund enforceable against the Acquiring Fund in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement of
creditors' rights generally and other equitable principles;
5. the execution and delivery of this Agreement did not, and the will not,
violate the Acquiring Trust's Declaration of Trust or By-laws, or any provision
of any agreement known to such counsel to which the Federated Trust or the
Acquiring Fund is a party or by which it is bound or, to the knowledge of such
counsel, result in the acceleration of any obligation or the imposition of any
penalty under any agreement, judgment, or decree to which the Acquiring Trust or
the Acquiring Fund is a party or by which either of them is bound;
6. except as previously disclosed, pursuant to Section 4.2(e) of the
Agreement, such counsel does not know of any legal or governmental proceedings
relating to the Acquiring Trust or the Acquiring Fund existing on or before the
date of mailing of the materials and information necessary to prepare the N-14
Registration Statement on Form N-14 ("Proxy Materials") or the Closing Date
required to be described in the N-14 Registration Statement referred to in
paragraph 5.7 of the Agreement that are not described as required;
7. except for litigation, administrative proceedings and investigations
previously disclosed in writing to the Acquired Fund or its counsel, to the best
knowledge of such counsel, no litigation or administrative proceeding or
investigation of or before any court or governmental body is presently pending
or threatened as to the Acquiring Trust or the Acquiring Fund or any of their
properties or assets and neither the Acquiring Trust nor the Acquiring Fund is a
party to or subject to the provisions of any order, decree or judgment of any
court or governmental body that materially and adversely affects its business.
We hereby consent to the filing of this opinion as an exhibit to the N-14
Registration Statement referred to above and to any application or registration
statement filed under the securities laws of any of the States of the United
States.
Yours truly,
/s/ Reed Smith LLP
Reed Smith LLP
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