EXHIBIT 14.1



  CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectus dated December 11, 2006 and "Independent
Registered Public Accounting Firm" in the Statement of Additional Information
dated December 11, 2006, of Federated MDT Large Cap Growth Fund, a portfolio of
Federated MDT Series, and to the incorporation by reference therein of our
report dated September 12, 2006 with respect to the financial statements and
financial highlights of the Federated MDT Large Cap Growth Fund included in the
July 31, 2006 Annual Report to Shareholders all of which is incorporated by
reference of the Prospectus, Statement of Additional Information, and Annual
Report in the Prospectus/Proxy Statement included in this Registration Statement
on Form N-14 of Federated Large Cap Growth Fund, dated May 2, 2007.

We  also consent to the reference to our firm under the caption "Representations
and Warranties"  in  Section  4.2(f) of the Agreement and Plan of Reorganization
included in the Registration Statement  on  Form  N-14  of  Federated  Large Cap
Growth Fund.



                                                     /s/ ERNST & YOUNG LLP

Boston, Massachusetts
March 29, 2007