INTERIM INVESTMENT ADVISORY CONTRACT





       This  Interim Investment Advisory Contract (this "Contract") is made this

__ day of ____,  2006,  between MDTA LLC, having its principal place of business

in Massachusetts (the "Adviser"),  and MDT Funds, a Delaware Business Trust (the

"Trust"),  on  behalf  of  each  series  of   the  Trust  (each,  a  "Fund"  and

collectively, the "Funds") listed in Appendix A  hereto,  as  the  same  may  be

amended from time to time.



       WHEREAS  the  Trust  is an open-end management investment company as that

term is defined in the Investment  Company  Act  of  1940  (the  "1940 Act"), as

amended, and is registered as such with the Securities and Exchange Commission;



       WHEREAS  Adviser  is  engaged  in  the  business  of rendering investment

advisory and management services;



       WHEREAS, the Adviser, as of the date of this Interim  Advisory Agreement,

has undergone a "change of control" constituting an "assignment"  as those terms

are  defined  in  the  1940  Act,  which  terminated  the  Investment Management

Agreements  between the parties dated as of September 12, 2002  and  August  24,

2005, respectively  (collectively,  the  "Previous Agreements"), and the Adviser

will change its name to "Federated MDTA LLC" promptly after the date hereof; and



       WHEREAS,  it  is the parties' intention  that  the  Adviser  continue  to

furnish advisory services  to  the Trust on an interim basis pending shareholder

approval of a new Advisory Agreement between the parties as contemplated in Rule

15a-4 promulgated under the 1940  Act.  Specifically, it is the intention of the

parties that:  (1) this Contract constitutes  an "interim contract" as that term

is defined in Rule 15a-4(a)(2); (2) the duration  of this Contract be no greater

than  150 days following the date on which the Previous  Agreements  terminated;

(3) the  compensation  to be received under this Contract be no greater than the

compensation Adviser would  have received under the Previous Agreements; (4) the

Board of Trustees of the Trust, including a majority of the trustees who are not

interested persons of the Trust,  shall  have  voted  in  person to approve this

Contract before the Previous Agreements terminated; (5) the Board of Trustees of

the Trust, including a majority of the directors who are not  interested persons

of the Trust, shall have determined that the scope and quality of services to be

provided  to  the Trust under this Contract will be at least equivalent  to  the

scope and quality  of  services provided under the Previous Agreements; (6) this

Contract provides that the  Board of Trustees of the Trust, or a majority of the

outstanding voting securities,  may  terminate the contract at any time, without

the payment of any penalty, on not more than 10 calendar days' written notice to

the Adviser; (7) this Contract contains  the  same  terms  and conditions as the

Previous Agreements, with the exception of its effective and  termination dates,

provisions  governed  by  Rule  15a-4(b)(2)(i),  (iv)  and (vi), and  any  other

differences  in terms and conditions that the Board of Trustees  of  the  Trust,

including a majority  of  the  directors  who  are not interested persons of the

Trust, shall have found to be immaterial; (8) this  Contract  provides  that the

compensation  earned  under  this  Contract  will be held in an interest-bearing

escrow account with the Trust's custodian or a  bank; (9) this Contract provides

that, if a majority of outstanding voting securities  approve  a  contract  with

Adviser  by  the  end  of  the  150-day duration of this Contract, the amount in

escrow (including interest earned)  will  be  paid  to  the  Adviser;  (10) this

Contract  provides  that, if a majority of outstanding voting securities do  not

approve a contract with  Adviser  by  the  end  of  the 150-day duration of this

Contract, the Adviser will be paid, out of the escrow account, the lesser of (a)

any costs incurred in performing this Contract (plus  interest  earned  on  that

amount  while  in  escrow),  or (b) the total amount in the escrow account (plus

interest earned); and (11) the  Board  of Trustees of the Trust satisfy the fund

governance standards defined in Rule 0-1(a)(7) promulgated under the 1940 Act.



       NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby

agree as follows:



       1.    The Trust hereby appoints Adviser as Investment Adviser for each of

the portfolios of the Trust which executes  an  exhibit  to  this  Contract, and

Adviser  accepts  the  appointments.  Subject  to the direction of the Trustees,

Adviser shall provide investment research and supervision  of the investments of

the  Funds  and  conduct  a continuous program of investment evaluation  and  of

appropriate sale or other disposition and reinvestment of each Fund's assets.



       2.    Adviser, in its supervision of the investments of each of the Funds

will be guided by each of the  Fund's  investment objective and policies and the

provisions and restrictions contained in the Declaration of Trust and By-Laws of

the Trust and as set forth in the Registration  Statement and exhibits as may be

on file with the Securities and Exchange Commission.



       3.    The Adviser shall act as investment  manager  to  each of the Funds

and shall supervise investments of each Fund on behalf of the Fund in accordance

with  the investment objectives, policies and restrictions of the  Fund  as  set

forth  in  the  Fund's  and  Trust's  governing  documents,  including,  without

limitation,  the  Trust's  Agreement  and  Declaration of Trust and By-Laws; the

Trust's prospectus, statement of additional  information  and  undertakings; and

such other limitations, policies and procedures as the Trustee:  may impose from

time to time in writing to the Adviser.  Without limiting the generality  of the

foregoing,   the   Adviser   shall:  (i)  furnish  each  Fund  with  advice  and

recommendations with respect to  the  investment  of  the  Fund's assets and the

purchase and sale of portfolio securities for the Fund, including  the taking of

such  steps  as  may  be  necessary to implement such advice and recommendations

(i.e., placing the orders); (ii) manage and oversee the investments of the Fund,

subject to the ultimate supervision  and  direction  of  the  Board;  (iii) vote

proxies  for the Fund, file ownership reports under Section 13 of the Securities

Exchange Act  of  1934,  as amended (the "Exchange Act"), for the Fund, and take

other related actions on behalf  of  the  Fund; (iv) furnish reports, statements

and other data on securities, economic conditions  and  other matters related to

the investment of the Fund's assets which the officers or  Trustees of the Trust

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