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