Item 77 C -- Submission of Matters to a Vote of Security Holders
A Special Meeting of Shareholders of Federated Stock Trust was held on
November 17, 1999. The following items, which are required to be
reported under this Item 77C, were approved at the meeting:
(1) To elect seven Trustees.
Thomas G. Bigley
Shares voted affirmatively .........................30,221,037
Shares withheld authority ...............................307,149
Nicholas P. Constantakis
Shares voted affirmatively .........................30,223,336
Shares withheld authority ...............................304,850
John F. Cunningham
Shares voted affirmatively .........................30,224,519
Shares withheld authority ...............................303,667
J. Christopher Donahue
Shares voted affirmatively .........................30,224,949
Shares withheld authority ...............................303,237
Charles F. Mansfield, Jr.
Shares voted affirmatively .........................30,223,398
Shares withheld authority ...............................304,788
John E. Murray, Jr.
Shares voted affirmatively .........................30,224,212
Shares withheld authority ...............................303,974
John S. Walsh
Shares voted affirmatively .........................30,222,249
Shares withheld authority ...............................305,937
(2)
(a) To amend the Trust's fundamental investment policy regarding
diversification.
Shares voted affirmatively ..........25,586,567
Shares voted negatively ...............1,082,461
Shares abstaining ..........................494,975
(b) To amend the Trust's fundamental investment policy regarding
borrowing money and issuing senior securities.
Shares voted affirmatively ..........25,586,567
Shares voted negatively ...............1,082,461
Shares abstaining ..........................494,975
(c) To amend the Trust's fundamental investment policy regarding
investments in real estate.
Shares voted affirmatively ..........25,814,931
Shares voted negatively ...............854,097
Shares abstaining .......................... 494,975
(d) To amend the Trust's fundamental investment policy regarding
investments in commodities.
Shares voted affirmatively ..........25,814,931
Shares voted negatively ...............854,097
Shares abstaining .......................... 494,975
(e) To amend the Trust's fundamental investment policy regarding
underwriting securities.
Shares voted affirmatively ..........25,814,931
Shares voted negatively ...............854,097
Shares abstaining .......................... 494,975
(f) To amend the Trust's fundamental investment policy regarding
lending by the Trust.
Shares voted affirmatively ..........25,586,567
Shares voted negatively ...............1,082,461
Shares abstaining .......................... 494,975
(g) To amend the Trust's fundamental investment policy regarding
concentration of the Trust's investments in the securities of companies
in the same industry.
Shares voted affirmatively ..........25,814,931
Shares voted negatively ...............854,097
Shares abstaining .......................... 494,975
(h) To amend, and to make non-fundamental, the Trust's fundamental
investment policy regarding buying securities on margin.
Shares voted affirmatively ..........25,586,567
Shares voted negatively ...............1,082,461
Shares abstaining ..........................494,975
(i) To amend, and to make non-fundamental, the Trust's fundamental
investment policy regarding pledging assets.
Shares voted affirmatively ..........25,586,567
Shares voted negatively ...............1,082,461
Shares abstaining ..........................494,975
(j) To amend, and to make non-fundamental, the Trust's fundamental
investment policy regarding investing in securities of other investment
companies.
Shares voted affirmatively ..........25,582,415
Shares voted negatively ...............1,086,613
Shares abstaining .......................... 494,975
(k) To amend, and to make non-fundamental, the Trust's fundamental
investment policies regarding investing in restricted securities and
illiquid securities.
Shares voted affirmatively ..........25,586,567
Shares voted negatively ...............1,082,461
Shares abstaining .......................... 494,975
(l) To amend, and to make non-fundamental, the Trust's fundamental
investment policies relating to investing in money market instruments
and entering into repurchase agreements.
Shares voted affirmatively ..........25,586,567
Shares voted negatively ...............1,082,461
Shares abstaining .......................... 494,975
(m) To amend, and to make non-fundamental, the Trust's fundamental
investment policy relating to engaging in when-issued and delayed
delivery transactions.
Shares voted affirmatively ..........25,814,931
Shares voted negatively ...............854,097
Shares abstaining ..........................494,975
(n) To amend, and to make non-fundamental, the Trust's fundamental
investment policy regarding investing in common stock and other
securities.
Shares voted affirmatively ..........25,814,931
Shares voted negatively ...............854,097
Shares abstaining ..........................494,975
(3)
(a) To remove the Trust's fundamental investment policy regarding
selling securities short.
Shares voted affirmatively .........25,497,854.
Shares voted negatively ...............1,164,943
Shares abstaining .......................... 501,206
(b) To remove the Trust's fundamental investment policy regarding
investing in securities of new issuers.
Shares voted affirmatively ..........25,501,698
Shares voted negatively ...............1,161,099
Shares abstaining ..........................501,206
(c) To remove the Trust's fundamental investment policy regarding
investing in issuers whose securities are owned by officers and
Trustees.
Shares voted affirmatively ..........25,724,372
Shares voted negatively ...............938,425
Shares abstaining ..........................501,206
(d) To remove the Trust's fundamental investment policy regarding
investing for the purpose of exercising control or management.
Shares voted affirmatively ..........25,723,240
Shares voted negatively ...............939,557
Shares abstaining ..........................501,206
(e) To remove the Trust's fundamental investment policy regarding
dealing in puts and calls.
Shares voted affirmatively ..........25,503,139
Shares voted negatively ...............1,159,658
Shares abstaining ..........................501,206
(f) To remove the Trust's fundamental investment policies regarding
engaging in short-term trading and portfolio turnover.
Shares voted affirmatively ..........25,731,503
Shares voted negatively ...............931,294
Shares abstaining ..........................501,206
(g) To remove the Trust's fundamental investment policies describing
the criteria and parameters for permissible investments by the Trust.
Shares voted affirmatively ..........25,503,139
Shares voted negatively ...............1,159,658
Shares abstaining ..........................501,206
(h) To remove the Trust's fundamental investment policy on investing
in oil, gas and mineral exploration or development programs.
Shares voted affirmatively ..........25,731,503
Shares voted negatively ...............931,294
Shares abstaining ..........................501,206
(4) To approve amendments to, and a restatement of, the Trust's
Declaration of Trust:
(a) To require the approval of a majority of the outstanding voting
securities of the Trust in the event of the sale and conveyance of the
assets of the Trust to another trust or corporation.
Shares voted affirmatively ..........25,716,801
Shares voted negatively ...............756,869
Shares abstaining ..........................690,333
(b) To permit the Board of Trustees to liquidate assets of the Trust,
or its series or classes, and distribute the proceeds of such assets to
the holders of such shares representing such interests, without seeking
shareholder approval.
Shares voted affirmatively ..........24,556,782
Shares voted negatively ...............2,138,398
Shares abstaining ..........................468,823
The Definitive Proxy Statement for the Special Meeting held on November
17, 1999 was filed with the Securities and Exchange Commission on
October 15, 1999, and is incorporated by reference. (File No. 811-03385)