Exhibit 14.2









        CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Trustees of Federated Equity Funds
and Shareholders of Federated Large Cap Growth Fund:


We consent to the use of our report dated December 22, 2006 for
Federated Large Cap Growth Fund, a portfolio of Federated Equity Funds,
included herein and to the reference to our firm under the captions
"FINANCIAL HIGHLIGHTS" and "ARTICLE IV, REPRESENTATIONS AND WARRANTIES"
in the Prospectus/Proxy Statement.


                                    /s/KPMG LLP


Boston, Massachusetts
April 2, 2007