Exhibit 14.2







CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




We consent to the  incorporation by reference in the  Registration  Statement on
Form  N-14  of the  Federated  Total  Return  Bond  Fund of our  report  for the
Banknorth  Intermediate  Bond Fund,  dated October 17, 2003,  for the year ended
August  31,  2003  in  the  Combined  Proxy  Statement  and  Prospectus,   which
constitutes part of this Registration Statement.




Deloitte & Touche LLP

Boston, Massachusetts
July 16, 2004