Exhibit 14.2 under Form N-14



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

We consent to the reference to our firm under the captions "Financial
Highlights" in the Prospectus/Proxy Statement dated August 28, 2007 of Federated
MDT Balanced Fund and "Independent Registered Public Accounting Firm and
Financial Statements" in the Federated MDT Balanced Fund's Statement of
Additional Information dated December 11, 2006, which is incorporated by
reference into the Registration Statement on Form N-14 of Federated MDT Balanced
Fund, dated August 28, 2007.
.
We also consent to the incorporation by reference of our report dated September
12, 2006 for MDT Balanced Fund (the predecessor of Federated MDT Balanced Fund)
included in the July 31, 2006 Annual Report to shareholders of MDT Funds, which
was incorporated by reference into the Statement of Additional Information of
Federated MDT Balanced Fund dated December 12, 2006.


                                                           /s/ ERNST & YOUNG LLP

Boston, Massachusetts
July 18, 2007