SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
Federated Premier Intermediate Municipal Income Fund
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
____________________________________________________________
2) Form, Schedule or Registration Statement No.:
____________________________________________________________
3) Filing Party:
____________________________________________________________
4) Date Filed:
____________________________________________________________
FEDERATED PREMIER MUNICIPAL INCOME FUND
FEDERATED PREMIER INTERMEDIATE MUNICIPAL INCOME FUND
Proxy Statement - Please Vote!
TIME IS OF THE ESSENCE... VOTING ONLY TAKES A FEW MINUTES AND YOUR PARTICIPATION
IS IMPORTANT! ACT NOW TO HELP THE FUNDS AVOID ADDITIONAL EXPENSE.
Federated Premier Municipal Income Fund and Federated Premier Intermediate
Municipal Income Fund (the "Funds") will hold a joint annual meeting of
shareholders on September 24, 2004. It is important for you to vote. We
recommend that you read the Proxy Statement in its entirety.
Following is an introduction to the proposals and the process.
Why am I being asked to vote?
The Funds' Common Shares are listed on the New York Stock Exchange. The rules of
the Exchange require that the Funds hold an annual meeting each year for the
election of Trustees.
What am I being asked to vote on?
The proposals include:
o the election of three Class I Trustees by each Fund's Common and Preferred
Shareholders. The Board of Trustees ("Board") has nominated John F.
Donahue, Thomas G. Bigley and John T. Conroy for these positions.
o the election of two Trustees by each Fund's Preferred Shareholders only.
The Board has nominated Peter E. Madden and John S. Walsh for these
positions.
How do I vote my shares?
You may vote by telephone, Internet or by returning the enclosed proxy card.
Please see the enclosed proxy card for further instructions. If you choose to
help save the Funds time and postage costs by voting through the Internet or by
telephone, please don't return your proxy card.
You may also vote in person at the annual meeting or complete and return the
enclosed proxy card. If you sign and return the proxy card without indicating a
preference, your vote will be cast "for" the election of the nominees named in
this Proxy Statement.
If you do not respond at all, we may contact you by mail or by telephone to
request that you cast your vote.
Whom do I call if I have questions about the Proxy Statement?
Call your Investment Professional or a Federated Client Service Representative.
Federated's toll-free number is 1-800-245-0242, Ext. 7538.
After careful consideration, the Board of Trustees has unanimously approved
these nominees. The Board recommends that you read the enclosed materials
carefully and vote FOR all of the nominees.
FEDERATED PREMIER MUNICIPAL INCOME FUND
FEDERATED PREMIER INTERMEDIATE MUNICIPAL INCOME FUND
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 24, 2004
The Joint Annual Meeting of the shareholders of FEDERATED PREMIER MUNICIPAL
INCOME FUND and FEDERATED PREMIER INTERMEDIATE MUNICIPAL INCOME FUND (the
"Funds") will be held at 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-7000, at 2:00 p.m. (Eastern time), on September 24, 2004 for the following
purposes:
(1) To elect three Class I Trustees of each Fund (Common and
Preferred Shareholders).
(2) To elect two Trustees of each Fund (Preferred Shareholders only).
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Trustees has fixed July 14, 2004, as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the Trustees
/s/ John W. McGonigle
John W. McGonigle
Secretary
July 23, 2004
PLEASE VOTE BY TELEPHONE, THE INTERNET, OR SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY.
YOU CAN HELP THE FUNDS AVOID THE NECESSITY AND
EXPENSE OF SENDING FOLLOW-UP LETTERS TO ENSURE A
QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY
CARD OR VOTING BY TELEPHONE OR THE INTERNET. IF
YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK,
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD OR
VOTE BY TELEPHONE OR THE INTERNET SO THAT THE
NECESSARY QUORUM MAY BE REPRESENTED AT THE ANNUAL
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
TABLE OF CONTENTS
About the Proxy Solicitation and the Joint Annual Meeting....................1
Proposal #1 - Election of Three Class I Trustees (Common and Preferred
Shareholders.................................................................2
Proposal #2 - Election of Two Trustees (Preferred Shareholders only..........3
Information About the Funds..................................................4
Proxies, Quorum and Voting at the Joint Annual Meeting.......................4
About the Trustees...........................................................4
Board of Trustees............................................................5
Share Ownership of the Funds.................................................9
Meetings of the Board........................................................9
Committees of the Board.....................................................10
Shareholder Communications..................................................11
Officers of the Funds.......................................................11
Independent Auditors........................................................12
Section 16(a) Beneficial Ownership Reporting Compliance.....................12
Shareholder Proposals for 2005 Annual Meeting...............................13
Other Matters and Discretion of Attorneys Named in the Proxy................13
Audit Committee Charter..............................................Exhibit A
Audit Committee Report...............................................Exhibit B
Nominating Committee Charter.........................................Exhibit C
PROXY STATEMENT
FEDERATED PREMIER MUNICIPAL INCOME FUND
FEDERATED PREMIER INTERMEDIATE MUNICIPAL INCOME FUND
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
About the Proxy Solicitation and the Joint Annual Meeting
The enclosed proxy is solicited on behalf of the Boards of Trustees (each a
"Board" or "Trustees") of Federated Premier Municipal Income Fund and Federated
Premier Intermediate Municipal Income Fund (each a "Fund" and collectively, the
"Funds"). The proxies will be voted at the Joint Annual Meeting of Shareholders
of the Funds to be held on September 24, 2004, at 5800 Corporate Drive,
Pittsburgh, Pennsylvania, at 2:00 p.m. (the "Annual Meeting").
The Annual Meeting is scheduled as a joint meeting of the respective holders of
common shares (the "Common Shareholders") and preferred shares (the "Preferred
Shareholders" and, together, the "Shareholders") of the two Funds because the
Shareholders of the Funds are expected to consider and vote on similar matters.
Shareholders of each Fund will vote separately on the Proposals set forth herein
and on any other matters that may arise for that Fund, and an unfavorable vote
on the Proposals by the Shareholders of one Fund will not affect the
implementation of the Proposals by the other Fund if the Proposals are approved
by the Shareholders of the other Fund.
The cost of the solicitation, including the printing and mailing of proxy
materials, will be borne by the Funds. In addition to solicitations through the
mail, proxies may be solicited by officers, employees, and agents of the Funds.
Such persons will receive no additional compensation for making such
solicitations. In the unlikely event that quorum is not reached in a timely
manner, the Funds may also employ Georgeson Shareholder as a proxy solicitor
pursuant to its standard contract, the cost of which will be borne by the Funds
and is estimated to be approximately $3,500 per Fund. Solicitations by such
persons may be by telephone, facsimile, electronic mail, or otherwise. Any
telephonic solicitations will follow procedures designed to ensure accuracy and
prevent fraud, including requiring identifying shareholder information,
recording the shareholder's instructions, and confirming to the shareholder
after the fact. The Funds will reimburse custodians, nominees, and fiduciaries
for the reasonable costs incurred by them in connection with forwarding
solicitation materials to the beneficial owners of shares held of record by such
persons.
Shareholders who communicate proxies by telephone or by other electronic
means have the same power and authority to issue, revoke, or otherwise change
their voting instruction as exists for instructions communicated in written
form.
The purposes of the Annual Meeting are set forth in the accompanying Notice. The
Trustees know of no business that will be presented for consideration at the
Annual Meeting other than that mentioned in the Notice. Should other business
properly be brought before the Annual Meeting, proxies will be voted in
accordance with the best judgment of the persons named as proxies. This Proxy
Statement and the enclosed proxy cards are expected to first be mailed on or
about July 23, 2004 to shareholders of record at the close of business on July
14, 2004 (the "Record Date"). On the Record Date, the Funds had outstanding the
following numbers of shares:
Common Shares Preferred Shares
Federated Premier Municipal Income Fund 6,111,874 2,147
Federated Premier Intermediate Municipal Income Fund 6,946,981 2,441
The classes of Fund shares listed in the table above are the only classes of
shares currently authorized by each Fund.
The Funds' Annual Report, which includes audited financial statements for
the fiscal year ended November 30, 2003, was mailed to shareholders on or about
January 29, 2004. A copy of the Annual Report will be furnished, without charge,
to any shareholder of either Fund upon request by calling 1-800-245-0242 Ext.
7538. The Funds' semi-annual report, which includes unaudited financial
statements for the six months ended May 31, 2004, accompanies this proxy
statement. The most recent shareholder reports also can be accessed from the
"Product" section of the Federated Investors website at
www.federatedinvestors.com. The Funds' principal executive offices are located
at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7000. The Funds'
toll-free telephone number is 1-800-245-0242, Ext. 7538. Federated Investment
Management Company serves as the investment adviser for each Fund.
PROPOSAL #1 - ELECTION OF THREE CLASS I TRUSTEES
(COMMON AND PREFERRED SHAREHOLDERS)
In accordance with each Fund's Amended and Restated Agreement and
Declaration of Trust (each a "Declaration"), the Trustees elected by the Common
and Preferred shareholders of each Fund have been divided into the following
three classes (each a "Class"): Class I, whose term will expire at the Annual
Meeting; Class II, whose term will expire at the Funds' 2005 annual meeting of
shareholders; and Class III, whose term will expire at the Funds' 2006 annual
meeting of shareholders. At each annual meeting, successors to the Class of
Trustees whose term expires at that annual meeting shall be elected for a
three-year term. Accordingly, shareholders will vote to elect Class I Trustees
at the Annual Meeting to serve for an approximately three-year term until the
2007 annual meeting and until their successors shall be duly elected and shall
qualify.
The following table summarizes, for both Funds, the nominees who will stand
for election by both the Common and Preferred shareholders at the Annual
Meeting, the respective Class of Trustees to which they have been designated and
the expiration of their respective terms if elected:
Trustee Class Expiration of Term
if Elected*
John F. Donahue Class I 2007 Annual Meeting
Thomas G. Bigley Class I 2007 Annual Meeting
John T. Conroy, Jr. Class I 2007 Annual Meeting
* A Trustee elected at an annual meeting shall hold office until the annual
meeting for the year in which his term expires and until his successor shall be
elected and shall qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office.
The persons named as proxies intend to vote in favor of the election of
John F. Donahue, Thomas G. Bigley and John T. Conroy, Jr. as Class I Trustees of
each Fund. All of the nominees are presently serving as Trustees. Please see
"Information about the Funds" for current biographical information about Messrs.
Donahue, Bigley and Conroy.
In the election of the Class I Trustees, the holders of each Fund's Common
Shares and Preferred Shares will vote together as a single class, with each
share entitled to one vote. In the election of Class I Trustees for each Fund,
the three nominees receiving the highest numbers of votes will be elected.
The Board of Trustees of the Funds unanimously recommends that shareholders
vote "FOR" the election of these nominees.
PROPOSAL #2 - ELECTION OF TWO TRUSTEES (PREFERRED SHAREHOLDERS ONLY)
In accordance with each Fund's Declaration, at each annual meeting the
holders of the Fund's Preferred Shares, voting separately as a class, are
entitled to elect two Trustees. The two Trustees elected by the Preferred
Shareholders at each annual meeting serve for an approximately one-year term
until the next annual meeting and until their successors shall be duly elected
and shall qualify. The Common Shareholders of the Funds do not have the right to
vote with respect to the election of these two Trustees.
The following table summarizes, for both Funds, the nominees who will stand
for election by the Funds' Preferred shareholders at the Annual Meeting and the
expiration of their respective terms if elected:
Trustee Expiration of Term if Elected*
Peter E. Madden 2005 Annual Meeting
John S. Walsh 2005 Annual Meeting
* A Trustee elected at an annual meeting shall hold office until the annual
meeting for the year in which his term expires and until his successor shall be
elected and shall qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office.
The persons named as proxies intend to vote in favor of the election of
Peter E. Madden and John S. Walsh as Trustees of each Fund. Both of the nominees
are presently serving as Trustees. Please see "Information about the Funds" for
current biographical information about Messrs. Madden and Walsh
In the election of the two Trustees to be elected by the Preferred
Shareholders, the holders of each Fund's Preferred Shares will vote separately
as a class, with each share being entitled to one vote. In the election of these
Trustees for each Fund, the two nominees receiving the highest numbers of votes
will be elected.
The Board of Trustees of the Funds unanimously recommends that shareholders
vote "FOR" the election of these nominees.
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INFORMATION ABOUT THE FUNDS
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Proxies, Quorum and Voting at the Joint Annual Meeting
In each election of Trustees, the qualified nominees receiving the highest
numbers of votes cast by the shareholders entitled to vote in such election at a
meeting at which a quorum is present, up to the number of Trustees to be elected
in such election, shall be elected.
Only shareholders of record on the Record Date are entitled to vote at the
Annual Meeting. Each Common and Preferred Share of the Funds is entitled to one
vote on all matters to be voted on by that class of shares. [Fractional shares
are entitled to proportionate shares of one vote.] Shareholders do not have
cumulative voting rights in the election of Trustees.
Any person giving a proxy has the power to revoke it any time prior to its
exercise by executing a later dated proxy or a written notice of revocation and
submitting it to the Secretary of the Fund. In addition, although mere
attendance at the Annual Meeting will not revoke a proxy, a shareholder present
at the Annual Meeting may withdraw his or her proxy and vote in person. All
properly executed and unrevoked proxies received in time for the Annual Meeting
will be voted in accordance with the instructions contained in the proxies. If
no instruction is given on the proxy, the persons named as proxies will vote the
shares represented thereby in favor of the nominees named in this Proxy
Statement.
All nominees named above have consented to continue to serve if elected. If
any nominee named above shall by reason of death or for any other reason become
unavailable as a candidate at the Annual Meeting, votes pursuant to the enclosed
proxy will be cast for a substitute candidate selected by the Nominating
Committee of the Board. The Board has no reason to believe that any nominee will
become unavailable for election as a Trustee.
In order to hold each Fund's annual meeting, a "quorum" of shareholders
must be present. Holders of one-third of the total number of outstanding
Preferred Shares of the Fund, present in person or by proxy, shall be required
to constitute a quorum for the purpose of voting on the election of the two
Trustees to be elected separately by the Preferred Shareholders. Holders of
one-third of the total number of outstanding Common and Preferred Shares of the
Fund, present in person or by proxy, shall be required to constitute a quorum
for the purpose of voting on the election of the Class I Trustees and any other
matter which is properly presented for action by the shareholders at a Fund's
annual meeting.
If a quorum is not present for any proposal, the persons named as proxies
may vote those proxies which have been received in favor of one or more
adjournments of the Annual Meeting to permit further solicitations of proxies
with respect to such proposal(s). All such adjournments will require the
affirmative vote of a majority of the shares present in person or by proxy and
entitled to vote on the proposal at the session of the Annual Meeting to be
adjourned. A shareholder vote may be taken on the proposals in this Proxy
Statement prior to any such adjournment if sufficient votes to constitute a
quorum have been received.
About the Trustees
The following table provides a complete listing of the Funds' Board of
Trustees. Only Messrs. J. F. Donahue, Bigley, Conroy, Madden and Walsh are
nominees for election at the Annual Meeting.
Board of Trustees
The Board is responsible for managing the Funds' business affairs and for
exercising all the Funds' powers except those reserved for the shareholders. The
following tables give information about each Board member and the senior
officers of the Funds. Where required, the tables separately list Board members
who are "interested persons" of the Funds (i.e., "Interested" Board members) and
those who are not (i.e., "Independent" Board members). Unless otherwise noted,
the address of each person listed is Federated Investors Tower, 1001 Liberty
Avenue, Pittsburgh, PA. The Federated Fund Complex consists of 44 investment
companies (comprising 136 funds). Unless otherwise noted, each Officer is
elected annually. Unless otherwise noted, each Board member oversees all
portfolios in the Federated Fund Complex; and also serves as a Board member of
the following investment company complexes: Banknorth Funds-four portfolios;
Golden Oak(R) Family of Funds-seven portfolios and WesMark Funds-five
portfolios.
INTERESTED TRUSTEES BACKGROUND AND COMPENSATION
Principal Occupation(s) for Past Aggregate Total
Five Years, Other Directorships Compensation Compensation
Held and Previous Position(s) From From Funds and
Federated Federated Fund
Premier Complex
Municipal calendar year
Income Fund (2003)
(FPMIF) and
Federated
Premier
Name Intermediate
Birth Date Municipal
Address Income Fund
Positions Held with (FPIMIF)
Funds (past
Date Service Began fiscal year)
Principal Occupations: Chairman $0 $0
John F. Donahue* and Director or Trustee of the
Birth Date: July Federated Fund Complex; Chairman
28, 1924 and Director, Federated
CHAIRMAN AND TRUSTEE Investors, Inc.
Began serving: ---------------------------------
December 2002
Previous Positions: Trustee,
Federated Investment Management
Company and Chairman and
Director, Federated Investment
Counseling.
Principal Occupations: Principal $0 $0
J. Christopher Executive Officer and President
Donahue* of the Federated Fund Complex;
Birth Date: April Director or Trustee of some of
11, 1949 the Funds in the Federated Fund
PRESIDENT AND Complex; President, Chief
TRUSTEE Executive Officer and Director,
Began serving: Federated Investors, Inc.;
December 2002 Chairman and Trustee, Federated
Investment Management Company;
Trustee, Federated Investment
Counseling; Chairman and
Director, Federated Global
Investment Management Corp.;
Chairman, Federated Equity
Management Company of
Pennsylvania, Passport Research,
Ltd. and Passport Research II,
Ltd.; Trustee, Federated
Shareholder Services Company;
Director, Federated Services
Company.
Previous Positions: President,
Federated Investment Counseling;
President and Chief Executive
Officer, Federated Investment
Management Company, Federated
Global Investment Management
Corp. and Passport Research, Ltd.
Principal Occupations: Director $258.73
Lawrence D. Ellis, or Trustee of the Federated Fund (FPMIF) $148,500
M.D.* Complex; Professor of Medicine, ------------
Birth Date: October University of Pittsburgh; $260.58
11, 1932 Medical Director, University of (FPIMIF)
3471 Fifth Avenue Pittsburgh Medical Center
Suite 1111 Downtown; Hematologist,
Pittsburgh, PA Oncologist and Internist,
TRUSTEE University of Pittsburgh Medical
Began serving: Center.
December 2002
Other Directorships Held:
Member, National Board of
Trustees, Leukemia Society of
America.
Previous Positions: Trustee,
University of Pittsburgh;
Director, University of
Pittsburgh Medical Center.
* Family relationships and reasons for "interested" status: John F.
Donahue is the father of J. Christopher Donahue; both are "interested"
due to the positions they hold with Federated Investors, Inc. (Federated)
and its subsidiaries. Lawrence D. Ellis, M.D. is "interested" because his
son-in-law is employed by Federated Securities Corp., the principal
underwriter for mutual funds in the Federated Fund Complex.
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INDEPENDENT TRUSTEES BACKGROUND AND COMPENSATION
Principal Occupation(s) for Past Aggregate Total
Five Years, Other Directorships Compensation Compensation
Held and Previous Position(s) From From Funds and
Federated Federated Fund
Premier Complex
Municipal calendar year
Income Fund (2003)
(FPMIF) and
Federated
Premier
Name Intermediate
Birth Date Municipal
Address Income Fund
Positions Held with (FPIMIF)
Funds (past
Date Service Began fiscal year)
Principal Occupation: Director $284.60 $163,350
Thomas G. Bigley or Trustee of the Federated Fund (FPMIF)
Birth Date: Complex. ------------
February 3, 1934 $286.64
15 Old Timber Trail Other Directorships Held: (FPIMIF)
Pittsburgh, PA Director, Member of Executive
TRUSTEE Committee, Children's Hospital
Began serving: of Pittsburgh; Director,
December 2002 University of Pittsburgh.
Previous Position: Senior
Partner, Ernst & Young LLP.
Principal Occupations: Director $284.60 $163,350
John T. Conroy, Jr. or Trustee of the Federated Fund (FPMIF)
Birth Date: June Complex; Chairman of the Board, ------------
23, 1937 Investment Properties $286.64
Grubb & Corporation; Partner or Trustee (FPIMIF)
Ellis/Investment in private real estate ventures
Properties in Southwest Florida.
Corporation
3838 North Tamiami Previous Positions: President,
Trail Investment Properties
Suite 402 Corporation; Senior Vice
Naples, FL President, John R. Wood and
TRUSTEE Associates, Inc., Realtors;
Began serving: President, Naples Property
December 2002 Management, Inc. and Northgate
Village Development Corporation.
Principal Occupation: Director $284.60 $163,350
Nicholas P. or Trustee of the Federated Fund (FPMIF)
Constantakis Complex. ------------
Birth Date: $286.64
September 3, 1939 Other Directorships Held: (FPIMIF)
175 Woodshire Drive Director and Member of the Audit
Pittsburgh, PA Committee, Michael Baker
TRUSTEE Corporation (engineering and
Began serving: energy services worldwide).
December 2002
Previous Position: Partner,
Anderson Worldwide SC.
Principal Occupation: Director $258.73 $148,500
John F. Cunningham or Trustee of the Federated Fund (FPMIF)
Birth Date: March Complex. ------------
5, 1943 $260.58
353 El Brillo Way Other Directorships Held: (FPIMIF)
Palm Beach, FL Chairman, President and Chief
TRUSTEE Executive Officer, Cunningham &
Began serving: Co., Inc. (strategic business
December 2002 consulting); Trustee Associate,
Boston College.
Previous Positions: Director,
Redgate Communications and EMC
Corporation (computer storage
systems); Chairman of the Board
and Chief Executive Officer,
Computer Consoles, Inc.;
President and Chief Operating
Officer, Wang Laboratories;
Director, First National Bank of
Boston; Director, Apollo
Computer, Inc.
Principal Occupation: Director $258.73 $148,500
Peter E. Madden or Trustee of the Federated Fund (FPMIF)
Birth Date: March Complex; Management Consultant. ------------
16, 1942 $260.58
One Royal Palm Way Other Directorships Held: Board (FPIMIF)
100 Royal Palm Way of Overseers, Babson College.
Palm Beach, FL
TRUSTEE Previous Positions:
Began serving: Representative, Commonwealth of
December 2002 Massachusetts General Court;
President, State Street Bank and
Trust Company and State Street
Corporation (retired); Director,
VISA USA and VISA International;
Chairman and Director,
Massachusetts Bankers
Association; Director,
Depository Trust Corporation;
Director, The Boston Stock
Exchange.
Principal Occupations: Director $284.60 $163,350
Charles F. or Trustee of the Federated Fund (FPMIF)
Mansfield, Jr. Complex; Management Consultant; ------------
Birth Date: April Executive Vice President, DVC $286.64
10, 1945 Group, Inc. (marketing, (FPIMIF)
80 South Road communications and technology)
Westhampton Beach, (prior to 9/1/00).
NY
TRUSTEE Previous Positions: Chief
Began serving: Executive Officer, PBTC
December 2002 International Bank; Partner,
Arthur Young & Company (now
Ernst & Young LLP); Chief
Financial Officer of Retail
Banking Sector, Chase Manhattan
Bank; Senior Vice President,
HSBC Bank USA (formerly, Marine
Midland Bank); Vice President,
Citibank; Assistant Professor of
Banking and Finance, Frank G.
Zarb School of Business, Hofstra
University.
John E. Murray, Principal Occupations: Director $310.46 $178,200
Jr., J.D., S.J.D. or Trustee of the Federated Fund (FPMIF)
Birth Date: Complex; Chancellor and Law ------------
December 20, 1932 Professor, Duquesne University; $312.70
Chancellor, Partner, Murray, Hogue and (FPIMIF)
Duquesne University Lannis.
Pittsburgh, PA
TRUSTEE Other Directorships Held:
Began serving: Director, Michael Baker Corp.
December 2002 (engineering, construction,
operations and technical
services).
Previous Positions: President,
Duquesne University; Dean and
Professor of Law, University of
Pittsburgh School of Law; Dean
and Professor of Law, Villanova
University School of Law.
Principal Occupations: Director $258.73 $148,500
Marjorie P. Smuts or Trustee of the Federated Fund (FPMIF)
Birth Date: June Complex; Public ------------
21, 1935 Relations/Marketing $260.58
4905 Bayard Street Consultant/Conference (FPIMIF)
Pittsburgh, PA Coordinator.
TRUSTEE
Began serving: Previous Positions: National
December 2002 Spokesperson, Aluminum Company
of America; television producer;
President, Marj Palmer Assoc.;
Owner, Scandia Bord.
Principal Occupations: Director $258.73 $148,500
John S. Walsh or Trustee of the Federated Fund (FPMIF)
Birth Date: Complex; President and Director, ------------
November 28, 1957 Heat Wagon, Inc. (manufacturer $260.58
2604 William Drive of construction temporary (FPIMIF)
Valparaiso, IN heaters); President and
TRUSTEE Director, Manufacturers
Began serving: Products, Inc. (distributor of
December 2002 portable construction heaters);
President, Portable Heater
Parts, a division of
Manufacturers Products, Inc.
Previous Position: Vice
President, Walsh & Kelly, Inc.
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Thomas R. Donahue, Chief Financial Officer, Vice President, Treasurer and
Assistant Secretary of Federated and an officer of its various advisory and
underwriting subsidiaries, has served as a Term Member on the Board of Directors
of Duquesne University, Pittsburgh, Pennsylvania, since May 12, 2000. Mr. John
E. Murray, Jr., an Independent Trustee of the Funds, served as President of
Duquesne from 1988 until his retirement from that position in 2001, and became
Chancellor of Duquesne on August 15, 2001. It should be noted that Mr. Donahue
abstains on any matter that comes before Duquesne's Board that affects Mr.
Murray personally.
Board ownership of shares in the funds and in the Federated family of
Investment companies
Dollar Range of
Shares Owned
in FPMIF
Aggregate
(as of July 8, Dollar Range of Dollar Range of
2004) Shares Owned in Shares Owned in
FPIMIF (as of July Federated Family of
8, 2004) Investment
Interested Companies (as of
Board Member Name December 31, 2003)
John F. Donahue None None Over $100,000
J. Christopher Donahue $50,001-$100,000 $50,001-$100,000 Over $100,000
Lawrence D. Ellis, M.D. None None Over $100,000
Independent
Board Member Name
Thomas G. Bigley None None Over $100,000
John T. Conroy, Jr. None None Over $100,000
Nicholas P. Constantakis None None Over $100,000
John F. Cunningham None None Over $100,000
Peter E. Madden None None Over $100,000
Charles F. Mansfield, Jr. None None Over $100,000
John E. Murray, Jr., J.D., None None Over $100,000
S.J.D.
Marjorie P. Smuts None None Over $100,000
John S. Walsh None None Over $100,000
- ---------------------------------------------------------------------------
Share Ownership of the Funds
As of July 8, 2004, J. Christopher Donahue, President and Trustee of the Funds,
owned 6,800 Common Shares of Federated Premier Municipal Income Fund and 6,800
Common Shares of Federated Premier Intermediate Municipal Income Fund.
As of July 8, 2004, Mary Jo Ochson, Chief Investment Officer and Vice President
of the Funds, owned 100 Common Shares of Federated Premier Municipal Income Fund
and 1,500 Common Shares of Federated Premier Intermediate Municipal Income Fund.
As of July 8, 2004, no other officer or Trustee of the Funds beneficially owned
any shares of either Fund. The officers and Trustees of the Funds collectively
own less than 1% of each class of each Fund's outstanding shares.
At the close of business on the Record Date, the following persons owned, to the
knowledge of management, more than 5% of a class of the outstanding shares of a
Fund:
Cede & Co., New York, NY owned approximately 6,064,196 Common Shares (99.2%) of
Federated Premier Municipal Income Fund.
Cede & Co., New York, NY owned approximately 6,926,821 Common Shares (99.7%) of
Federated Premier Intermediate Municipal Income Fund.
Meetings of the Board
The Board of each Fund met four times during fiscal 2003. Each Trustee
attended at least 75% of the total number of meetings in fiscal 2003 of the
Board and of any committees of the Board on which the Trustee served held during
the period of the Trustee's service.
Committees of the Board
Executive Committee
The Executive Committee of each Fund currently consists of John F. Donahue
and John E. Murray, Jr. In between meetings of the full Board, the Executive
Committee generally may exercise all the powers of the full Board in the
management and direction of the business and conduct of the affairs of each Fund
in such manner as the Executive Committee shall deem to be in the best interests
of the Fund. However, the Executive Committee cannot elect or remove Board
members, increase or decrease the number of Trustees, elect or remove any
Officer, declare dividends, issue shares or recommend to shareholders any action
requiring shareholder approval. In fiscal 2003, the Executive Committee met on
one occasion.
Audit Committee
The Audit Committee of each Fund currently consists of Thomas G. Bigley,
John T. Conroy, Jr., Nicholas P. Constantakis and Charles F. Mansfield, Jr. Mr.
Bigley is Chairman of the Audit Committee. The Board has adopted a written
charter for the Audit Committee, a copy of which is attached hereto as Exhibit
A. The Board has determined that the members of the Audit Committee are
"independent," as defined by the listing standards of the New York Stock
Exchange.
The purpose of the Funds' Audit Committee is to oversee the accounting and
financial reporting process of the Funds, their internal control over financial
reporting, and the quality, integrity and independent audit of the Funds'
financial statements. The Audit Committee also oversees or assists the Board
with the oversight of compliance with legal requirements relating to those
matters, approves the engagement and reviews the qualifications, independence
and performance of the Funds' independent auditors, acts as a liaison between
the independent auditors and the Board and reviews the Funds' internal audit
function. In discharging its responsibilities, the Audit Committee is entitled
to rely upon the reports, findings and representations of the Funds' auditors,
legal counsel and responsible officers. In fiscal 2003, the Audit Committee met
on four occasions.
A report of the Audit Committee is attached as Exhibit B to this Proxy
Statement.
Nominating Committee
The Nominating Committee of each Fund currently consists of all of the
Fund's Independent Trustees, as identified above. Dr. Murray serves as Chairman
of the Nominating Committee. The Board has adopted a written charter for the
Nominating Committee, a copy of which is attached as Exhibit C to this Proxy
Statement. The Board has determined that all members of the Nominating Committee
are "independent," as defined by the listing standards of the New York Stock
Exchange. The Nominating Committee was established in May 2004 and did not meet
in fiscal 2003.
The responsibilities of the Nominating Committee are to select and nominate
persons for election to the Board as and when vacancies occur or are reasonably
anticipated. The Committee's nominees are presented to the Board for election,
or nomination for election by the shareholders, as the case may be. The
Committee will consider candidates recommended to the Committee by Independent
Trustees of the Fund, officers or employees of any of the Fund's agents or
service providers, counsel to the Fund or shareholders of the Fund. In
identifying and evaluating candidates for consideration, the Committee will
consider such factors as it deems appropriate. These factors will ordinarily
include integrity, intelligence, collegiality, judgment, diversity, skill,
business and other experience, qualification as an "Independent Trustee," the
existence of material relationships which may create the appearance of a lack of
independence, financial or accounting knowledge and experience, dedication and
willingness to devote the time and attention necessary to fulfill Board
responsibilities.
Any shareholder who desires to have an individual considered for nomination
by the Committee must submit a recommendation in writing to the Secretary of the
Fund, at the Fund's address appearing on page 1. The recommendation should
include the name and address of both the shareholder and the candidate and
detailed information concerning the candidate's qualifications and experience.
The Committee does not at this time have a formal process for identifying
and evaluating nominees for Trustee. However, it is not anticipated that the
process for evaluating a nominee would differ based on whether the nominee is
recommended by a shareholder.
Shareholder Communications
A shareholder who wishes to communicate with the Board, a Committee of the
Board or any individual Trustee or group of Trustees may do so by sending the
communication in writing, addressed to the Board, the Committee, the individual
Trustee or group of Trustees, c/o the Secretary of the Fund, at the Fund's
address appearing on page 1.
The Funds do not have a policy regarding attendance by Board members at
annual meetings, and it is not anticipated that any members of the Board will
attend the Annual Meeting.
Officers of the Funds
The executive officers of the Funds are elected annually by the Board of
Trustees. Each officer holds the office until qualification of his successor.
The names and birthdates of the executive officers of the Funds and their
principal occupations during the last five years are as follows:
OFFICERS*
Name
Birth Date
Address
Positions Held with Funds
- -----------------------------
Date Service Began Principal Occupation(s) and Previous Position(s)
Principal Occupations: Executive Vice President and
John W. McGonigle Secretary of the Federated Fund Complex; Executive Vice
Birth Date: October 26, 1938 President, Chief Legal Officer, Secretary and Director,
EXECUTIVE VICE PRESIDENT AND Federated Investors, Inc.
SECRETARY
Began serving: December 2002 Previous Positions: Trustee, Federated Investment
Management Company and Federated Investment Counseling;
Director, Federated Global Investment Management Corp.,
Federated Services Company and Federated Securities
Corp.
Principal Occupations: Principal Financial Officer and
Richard J. Thomas Treasurer of the Federated Fund Complex; Senior Vice
Birth Date: June 17, 1954 President, Federated Administrative Services.
TREASURER
Began serving: December 2002 Previous Positions: Vice President, Federated
Administrative Services; held various management
positions within Funds Financial Services Division of
Federated Investors, Inc.
Principal Occupations: Vice Chairman or Vice President
Richard B. Fisher of some of the Funds in the Federated Fund Complex;
Birth Date: May 17, 1923 Vice Chairman, Federated Investors, Inc.; Chairman,
VICE CHAIRMAN Federated Securities Corp.
Began serving: December 2002
Previous Positions: President and Director or Trustee
of some of the Funds in the Federated Fund Complex;
Executive Vice President, Federated Investors, Inc. and
Director and Chief Executive Officer, Federated
Securities Corp.
Mary Jo Ochson has been the Fund's Portfolio Manager
Mary Jo Ochson since December 2002. Ms. Ochson was named Chief
Birth Date: September 12, Investment Officer of tax-exempt fixed income products
1953 in 2004 and is Vice President of the Fund. Ms. Ochson
CHIEF INVESTMENT OFFICER, joined Federated in 1982 and has been a Senior
TAX-FREE FIXED INCOME, AND Portfolio Manager and a Senior Vice President of the
VICE PRESIDENT Fund's Adviser since 1996. Ms. Ochson is a Chartered
Began serving: December 2002 Financial Analyst and received her M.B.A. in Finance
from the University of Pittsburgh.
* Officers do not receive any compensation from the Funds.
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
INDEPENDENT AUDITORS
- ---------------------------------------------------------------------------
Ernst & Young LLP has been selected as the independent auditors to audit
the financial statements of the Funds for fiscal 2004. Ernst & Young LLP audited
the financial statements of the Funds in fiscal 2003. It is not expected that a
representative of Ernst & Young LLP will be present at the Annual Meeting to
make a statement or respond to appropriate questions.
The following fees were paid to the independent auditors for the audit of
the Funds' financial statements for the fiscal year ended November 30, 2003, the
review of the financial statements in the Funds' semiannual report for the
period ended May 31, 2003 and other fiscal 2003 services rendered to the Funds,
the Adviser and its affiliates that provide services to the Funds:
Audit fees
Federated Premier Municipal Income Fund....................$57,000
Federated Premier Intermediate Municipal Income Fund.......$57,000
Financial information systems design and implementation fees.......$0
All other fees................................................$30,000
- ---------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- ---------------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
and Section 30(h) of the Investment Company Act of 1940 require that each Fund's
Trustees and officers, the Funds' investment advisor and its affiliated persons,
and beneficial owners of more than 10% of any class of a Fund's outstanding
securities ("Reporting Persons") file reports with the Securities and Exchange
Commission with respect to changes in their beneficial ownership of securities
of the Fund. Based solely upon a review of the copies of such filings and
written representations from certain Reporting Persons received by the Funds,
the Funds believe that all Reporting Persons complied with all Section 16(a)
filing requirements in the fiscal year ended November 30, 2003, except that (i)
due to an electronic transmission error, the Form 3 Initial Statements of
Beneficial Ownership of Securities for each Fund for Messrs. J. Thomas Madden,
J. Christopher Donahue, John F. Donahue, John W. McGonigle, Keith M. Schappert,
Thomas R. Donahue and William D. Dawson III, Form 4 reports with respect to one
transaction for each Fund of Mr. J. Christopher Donahue and a Form 4 report with
respect to one transaction for Federated Premier Intermediate Municipal Income
Fund of Mr. Thomas R. Donahue, were technically reported late to the Securities
and Exchange Commission; and (ii) Ms. Mary Jo Ochson failed to timely file Form
4 reports with respect to one transaction for each Fund. Ms. Ochson subsequently
filed the necessary Form 4s.
- ---------------------------------------------------------------------------
SHAREHOLDER PROPOSALS FOR 2005 ANNUAL MEETING
- ---------------------------------------------------------------------------
Shareholder proposals intended for inclusion pursuant to Rule 14a-8 under
the Exchange Act in a Funds' proxy statement for its 2005 annual meeting of
shareholders must be received by the Funds, at its address indicated on page 1
of this Proxy Statement, not later than March 25, 2005. In order for a proposal
made outside of Rule 14a-8 under the Exchange Act to be considered "timely"
within the meaning of Rule 14a-4(c) under the Exchange Act, such proposal must
be received by the Funds at such address not later than June 8, 2005.
- ---------------------------------------------------------------------------
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
- ---------------------------------------------------------------------------
No business other than the matters described above are expected to come
before the Annual Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment or postponement
of the Annual Meeting, the persons named on the enclosed proxy card will vote on
such matters according to their best judgment in the interests of the Funds.
- ---------------------------------------------------------------------------
SHAREHOLDERS ARE REQUESTED TO VOTE BY TELEPHONE OR THE INTERNET OR
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE
ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
- ---------------------------------------------------------------------------
By Order of the Trustees
/s/ John W. McGonigle
John W. McGonigle
Secretary
July 23, 2004
FEDERATED PREMIER MUNICIPAL INCOME FUND
FEDERATED PREMIER INTERMEDIATE MUNICIPAL INCOME FUND
Investment Adviser
FEDERATED INVESTMENT MANAGEMENT COMPANY
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Administrator
FEDERATED ADMINISTRATIVE SERVICES
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
EXHIBIT A
FEDERATED BOARD FUNDS
AUDIT COMMITTEE CHARTER
(approved by the Board of Trustees on February 12, 2004)
I. Audit Committee Membership and Qualifications
The Audit Committee shall consist of at least 3 members appointed by the
Board. The Board may replace members of the Audit Committee for any reason.
No member of the Audit Committee shall be an "interested person" of the
Fund, as that term is defined in Section 2(a)(19) of the Investment Company Act
of 1940, nor shall any member receive any compensation from the Fund except
compensation for service as a member of the Fund's Board of Directors/Trustees
("Board") or a committee of the Board.
All members of the Audit Committee shall be financially literate, as that
qualification is interpreted by the Board in its business judgment, or must
become financially literate within a reasonable time after appointment to the
Audit Committee. At least one member of the Audit Committee must have accounting
or related financial management expertise as the Board interprets such
qualification in its business judgment. For these purposes, a committee member
who qualifies as an "audit committee financial expert" will be deemed to meet
the foregoing standard.
II. Purposes of the Audit Committee
The purposes of the Audit Committee are:
(a) to oversee the accounting and financial reporting processes of
the Fund and its internal control over financial reporting and,
as the Committee deems appropriate, to inquire into the internal
control over financial reporting of certain third-party service
providers;
(b) to oversee the quality and integrity of the Fund's financial
statements and the independent audit thereof;
(c) to oversee, or, as appropriate, assist Board oversight of, the
Fund's compliance with legal and regulatory requirements that
relate to the Fund's accounting and financial reporting, internal
control over financial reporting and independent audits;
(d) to approve prior to appointment the engagement of the Fund's
independent auditors and, in connection therewith, to review and
evaluate the qualifications, independence and performance of the
Fund's independent auditors.
(e) to act as a liaison between the Fund's independent auditors and
the full Board;
(f) to review the fund's internal audit function including its
charter, authority and to annually approve and monitor progress
of the internal audit plan. The Director of Internal Audit will
report to the Audit Committee.
(g) where NYSE requirements are applicable, to prepare an audit
committee report as required by Item 306 of Regulation S-K to be
included in proxy statements relating to the election of
directors/trustees.
The independent auditors for the Fund shall report directly to the Audit
Committee.
III. Duties and Powers of the Audit Committee
To carry out its purposes, the Audit Committee shall have the following
duties and powers:
(a) to approve prior to appointment the engagement of auditors to
annually audit and provide their opinion on the Fund's financial
statements, to recommend to those Board members who are not
"interested persons" (as that term is defined in Section 2(a)(19)
of the Investment Company Act) the selection, retention or
termination of the Fund's independent auditors and, in connection
therewith, to review and evaluate matters potentially affecting
the independence and capabilities of the auditors. In evaluating
the auditor's qualifications, performance and independence, the
Audit Committee must, among other things, obtain and review a
report by the auditor, at least annually, describing the
following items:
(i) all relationships between the independent auditor and the
Fund, as well as the Fund's investment adviser or any
control affiliate of the adviser that provides ongoing
services to the Fund;
(ii) any material issues raised by the most recent internal
quality-control review, or peer review, of the audit firm,
or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the
firm, and any steps taken to deal with any such issues; and
(iii) the audit firm's internal quality-control procedures.
(b) to approve prior to appointment the engagement of the auditor to
provide other audit services to the Fund or to provide non-audit
services to the Fund, its investment adviser or any entity
controlling, controlled by, or under common control with the
investment adviser ("adviser affiliate") that provides ongoing
services to the Fund, if the engagement relates directly to the
operations and financial reporting of the Fund;
(c) to develop, to the extent deemed appropriate by the Audit Committee,
policies and procedures for pre-approval of the engagement of the
Fund's auditors to provide any of the services described in (b) above;
(d) to consider the controls applied by the auditors and any measures
taken by management in an effort to assure that all items requiring
pre-approval by the Audit Committee are identified and referred to the
Committee in a timely fashion;
(e) to consider whether the non-audit services provided by the Fund's
auditor to the Fund's investment adviser or any adviser affiliate that
provides ongoing services to the Fund, which services were not
pre-approved by the Audit Committee, are compatible with maintaining
the auditor's independence;
(f) to review the arrangements for and scope of the annual audit and any
special audits;
(g) to review and approve the fees proposed to be charged to the Fund by
the auditors for each audit and non-audit service;
(h) to consider information and comments from the auditors with respect to
the Fund's accounting and financial reporting policies, procedures and
internal control over financial reporting (including the Fund's
critical accounting policies and practices), to consider management's
responses to any such comments and to meet with the auditors to
discuss any matters of concern relating to the Fund's financial
statements, including any adjustments to such statements recommended
by the auditors, and to review the auditors' opinion on the Fund's
financial statements where NYSE requirements are applicable; and to
discuss with management and the independent auditor the Fund's annual
audited financial statements and other periodic financial statements,
including the Fund's disclosures under "Management's Discussion of
Fund Performance";
(i) to resolve disagreements between management and the auditors regarding
financial reporting;
(j) to consider any reports of difficulties that may have arisen in the
course of the audit, including any limitations on the scope of the
audit, and management's response thereto;
(k) to review with the Fund's principal executive officer and/or principal
financial officer in connection with required certifications on Form
N-CSR any significant deficiencies in the design or operation of
internal control over financial reporting or material weaknesses
therein and any reported evidence of fraud involving management or
other employees who have a significant role in the Fund's internal
control over financial reporting;
(l) to annually review and approve the Internal Audit Department charter
and plan.
(m) to establish procedures for the receipt, retention and treatment of
complaints received by the Fund relating to accounting, internal
accounting controls, or auditing matters, and the confidential,
anonymous submission by employees of the Fund, its investment adviser,
administrator, principal underwriter, or any other provider of
accounting related services for the Fund of concerns about accounting
or auditing matters, and to address reports from attorneys or auditors
of possible violations of federal or state law or fiduciary duty;
(n) where NYSE requirements are applicable, to discuss generally the
Fund's earnings press releases, as well as any financial information
and earnings guidance provided to analysts and rating agencies (if
any), e.g., the types of information to be disclosed and the type of
presentation to be made;
(o) to review in a general manner, but not to assume responsibility for,
the fund's processes with respect to risk assessment and risk
management; which review may be accomplished in connection with the
committee members' reviews conducted pursuant to ICA rule 38a-1.
(p) to investigate or initiate an investigation of reports of
improprieties or suspected improprieties in connection with the Fund's
accounting or financial reporting;
(q) to report its activities to the full Board on a regular basis; and
(r) to perform such other duties and functions and have such powers as may
be necessary or appropriate in the efficient and lawful discharge of
the purposes, duties and powers provided in this Charter.
(s) to set clear policies relating to the hiring by entities within the
Fund's investment company complex1 of employees or former employees of
the independent auditors.
The Audit Committee shall have the resources and authority appropriate to
discharge its responsibilities, including appropriate funding, as determined by
the Committee, for payment of compensation to the auditors for the purpose of
conducting the audit and rendering their audit report, the authority to retain
and compensate special counsel and other experts or consultants as the Committee
deems necessary, and the authority to obtain specialized training for Audit
Committee members, at the expense of the Fund or series, as appropriate.
The Audit Committee may delegate any portion of its authority, including
the authority to grant pre-approvals of audit and permitted non-audit services,
to one or more of its members. Any decisions of the subcommittee to grant
pre-approvals shall be presented to the full Audit Committee at its next
regularly scheduled meeting.
IV. Role and Responsibilities of the Audit Committee
The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control over financial reporting, and the auditor's responsibility to plan and
carry out a proper audit. Fund's management, among other things, is responsible
for: (1) the preparation, presentation and integrity of the Fund's financial
statements; (2) the maintenance of appropriate accounting and financial
reporting principles and policies; and (3) the maintenance of internal control
over financial reporting and other procedures designed to assure compliance with
accounting standards and related laws and regulations. The independent auditors
are responsible for planning and carrying out an audit consistent with
applicable legal and professional standards and the terms of their engagement
letter. Nothing in this Charter shall be construed to reduce the
responsibilities or liabilities of the Fund's service providers, including the
auditors.
Although the Audit Committee is expected to take a detached and questioning
approach to the matters that come before it, the review of a Fund's financial
statements by the Audit Committee is not an audit, nor does the Committee's
review substitute for the responsibilities of the fund's management for
preparing, or the independent auditors for auditing, the financial statements.
Members of the Audit Committee are not full-time employees of the Fund and, in
serving on this Committee, are not, and do not hold themselves out to be, acting
as accountants or auditors. As such, it is not the duty or responsibility of the
Committee or its members to conduct "field work" or other types of auditing or
accounting reviews or procedures.
In discharging their duties, the members of the Audit Committee are
entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by: (1)
one or more officers or directors of the Fund whom the member reasonably
believes to be reliable and competent in the matters presented; and (2) legal
counsel, public accountants, or other persons as to matters the director
reasonably believes are within the person's professional or expert competence.
V. Operations of the Audit Committee
(a) The Audit Committee shall meet on a regular basis and at least
4 times annually and is empowered to hold special meetings as
circumstances require. The chair or a majority of the members
shall be authorized to call a meeting of the Audit Committee
and send notice thereof.
(b) The Audit Committee may meet in person or telephonically, and
the Committee may act by written consent, to the extent
permitted by law and by the Fund's bylaws.
(c) The Audit Committee shall have the authority to meet privately
and to admit non-members individually by invitation.
(d) The Audit Committee shall regularly meet, in separate
executive sessions, with representatives of Fund management,
internal auditors, independent auditors, and may meet with
such other persons as the Committee deems appropriate.
(e) The Audit Committee shall prepare and retain minutes of its
meetings and appropriate documentation of decisions made
outside of meetings by delegated authority.
(f) The Audit Committee may select one of its members to be the
chair and may select a vice chair.
(g) A majority of the members of the Audit Committee shall
constitute a quorum for the transaction of business at any
meeting of the Committee. The action of a majority of the
members of the Audit Committee present at a meeting at which a
quorum is present shall be the action of the Committee.
(h) The Board shall adopt and approve this Charter and may amend it on
the Board's own motion. The Audit Committee shall review this
Charter at least annually and recommend to the full Board any
changes the Committee deems appropriate.
(i) The Audit Committee shall evaluate its performance at least annually.
EXHIBIT B
(approved by the Board of Trustees on February 12, 2004)
AUDIT COMMITTEE REPORT
The Audit Committee oversees each Fund's financial reporting process on
behalf of the Board of Trustees. The Committee operates pursuant to a written
charter adopted by the Board. The Board of Trustees, in its business judgment,
has determined that all members of the Audit Committee are "independent" as
defined in the listing standards of the New York Stock Exchange.
The Funds' management has the primary responsibility for the preparation,
presentation and integrity of the Funds' financial statements and the adequacy
of their internal controls. The independent accountants are responsible for
planning and carrying out an audit in accordance with generally accepted
auditing standards and expressing an opinion based on the audit as to whether
each Fund's audited financial statements fairly present its financial position,
results of operations and changes in net assets in conformity with generally
accepted accounting principles.
In the performance of its oversight function, the Audit Committee has
reviewed each Fund's audited financial statements for the year ended November
30, 2003 and has discussed the financial statements with management and with
Ernst & Young LLP, the Funds' independent accountants for 2003. The Audit
Committee has received from the independent accountants written disclosures
pursuant to Statement on Auditing Standards No. 61, Communication with Audit
Committees, and has discussed those matters with the independent accountants.
The Audit Committee has also received from the independent accountants the
written disclosures and the letter required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees and has discussed
with the independent accountants their independence. The Audit Committee
considered whether the provision of non-audit services by the independent
accountants is compatible with maintaining the independent accountants'
independence.
Based on the reviews and discussions described above, the Audit Committee
recommended to the Board of Trustees that each Fund's audited financial
statements be included in the Funds' Annual Report for the fiscal year ended
November 30, 2003 filed with the Securities and Exchange Commission.
Respectfully submitted:
Thomas G. Bigley, Audit Committee Chairman
Nicholas P. Constantakis, Audit Committee Member
John T. Conroy, Jr., Audit Committee Member
Charles F. Mansfield, Jr., Audit Committee Member
EXHIBIT C
FEDERATED FUNDS
NOMINATING COMMITTEE CHARTER
(approved by the Board of Trustees on May 14, 2004)
The Nominating Committee (the "Committee") of each fund which adopts this
charter (the "Fund") shall be composed solely of Directors or Trustees who are
not "interested persons" of the Fund as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the "1940 Act") and who are
"independent" as defined in the New York Stock Exchange Listing Standards
(individually, an "Independent Trustee" and collectively the "Independent
Trustees"). The Board of the Fund shall appoint the members of the Committee
and, unless otherwise determined by the Board, the members of the Nominating
Committee shall consist of all Independent Trustees. Unless otherwise determined
by the Committee, the Chairman of the Independent Trustees shall serve as chair
of the Committee.
Meetings. Meetings of the Committee shall be held at such times and places
as determined from time to time by the Chair of the Committee, but not less
frequently than annually. A majority of the members of the Committee shall
constitute a quorum for the transaction of business. The Committee may meet by
telephone and may act by unanimous written consent. The Committee may adopt such
rules, procedures or policies as it deems appropriate from time to time to
facilitate the conduct of its business.
Responsibilities. The Committee shall select and nominate persons for
election to the Board as and when vacancies occur or are reasonably anticipated,
which nominees shall be presented to the Board for election, or nomination for
election by shareholders, as the case may be. The Committee will consider
recommendations from Independent Trustees, officers or employees of any of the
Fund's agents or service providers, counsel to the Fund or shareholders of the
Fund. Any person wishing to recommend an individual for consideration should
address such request to the Secretary of the Fund and include detailed
information concerning the candidate's qualifications and experience. In
identifying and evaluating candidates for consideration, the Committee shall
consider such factors as it deems appropriate. These factors ordinarily will
include: integrity, intelligence, collegiality, judgment, diversity, skill,
business and other experience, qualification as an "Independent Trustee," the
existence of material relationships which may create the appearance of a lack of
independence, financial or accounting knowledge and experience, dedication and
willingness to devote the time and attention necessary to fulfill Board
Responsibilities.
Miscellaneous. The Committee shall have the power, in its discretion, to a)
retain and compensate search firms, b) approve the compensation of members of
the Committee and c) engage and compensate such other advisers as it deems
appropriate.
Cusip 31423M105
Cusip 31423M204
Cusip 31423P108
Cusip 31423P207
30892 (7/04)
- --------
1 "Investment company complex" includes:
o the fund and its investment adviser or sponsor;
o any entity controlling, controlled by or under common control with the
investment adviser or sponsor, if the entity (i) is an investment adviser
or sponsor or (ii) is engaged in the business of providing administrative,
custodian, underwriting or transfer agent services to any investment
company, investment adviser or sponsor; and
o any investment company, hedge fund or unregistered fund that has an
investment adviser included in the definition set forth in either of the
two bullet points above.
An investment adviser, for these purposes, does not include a sub-adviser whose
role is primarily portfolio management and that is subcontracted with or
overseen by another investment adviser. Sponsor refers to the sponsor of a unit
investment trust.
FEDERATED PREMIER INTERMEDIATE MUNICIPAL INCOME FUND
Common Shares
Proxy for Annual Meeting of Shareholders to be held September 24, 2004
The undersigned hereby appoints Alecia A. Allison, Suzanne W. Land, Catherine C.
Ryan, Mark R. Thompson and Nelson W. Winter, or any one of them, true and lawful
attorneys and proxies, with the power of substitution, to vote all shares of
Federated Premier Intermediate Municipal Income Fund which the undersigned is
entitled to vote at the Annual Meeting of Shareholders to be held on September
24, 2004, at 5800 Corporate Drive, Pittsburgh, Pennsylvania, at 2:00 p.m., and
at any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND. THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL.
A vote FOR the proposal includes discretionary authority to vote for a
substitute if a nominee listed becomes unable or unwilling to serve.
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Annual Meeting or any adjournment thereof.
To elect three Class I Trustees of the Fund. Nominees: John
F. Donahue, Thomas G. Bigley and John T. Conroy, Jr.
FOR all nominees [ ]
WITHHOLD AUTHORITY
TO VOTE for all nominees [ ]
FOR ALL EXCEPT* [ ]
*(Instruction: to withhold authority to vote for an
individual nominee(s), write the name(s) of the
nominee(s) on the line below.
_________________________________________
YOUR VOTE IS IMPORTANT
Please complete, sign and return
____________________________
this card as soon as possible.
Date
Mark with an X in the box.
____________________________
Signature
____________________________
Signature (Joint Owners)
Please sign exactly as your name appears on the books of the Fund. FOR JOINT
ACCOUNTS, EACH JOINT OWNER SHOULD SIGN. When signing as attorney, executor,
administrator, trustee, etc., please give your full title as such. If a
corporation, please sign full corporate name by President or other authorized
officer and give full title. If a partnership, please sign in partnership name
by authorized person and give full title.
FEDERATED PREMIER INTERMEDIATE MUNICIPAL INCOME FUND
Preferred Shares
Proxy for Annual Meeting of Shareholders to be held September 24, 2004
You may also vote by telephone at 1-800-454-8683, or through the Internet at
www.proxyvote.com. If you vote through the Internet or by telephone, please
don't return this proxy card.
The undersigned hereby appoints Alecia A. Allison, Suzanne W. Land, Catherine C.
Ryan, Mark R. Thompson and Nelson W. Winter, or any one of them, true and lawful
attorneys and proxies, with the power of substitution, to vote all shares of
Federated Premier Intermediate Municipal Income Fund which the undersigned is
entitled to vote at the Annual Meeting of Shareholders to be held on September
24, 2004, at 5800 Corporate Drive, Pittsburgh, Pennsylvania, at 2:00 p.m., and
at any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND. THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" EACH PROPOSAL.
A vote FOR a proposal includes discretionary authority to vote for a substitute
if a nominee listed becomes unable or unwilling to serve. Discretionary
authority is hereby conferred as to all other matters as may properly come
before the Annual Meeting or any adjournment thereof.
To elect three Class I Trustees of the Fund. Nominees: John
F. Donahue, Thomas G. Bigley and John T. Conroy, Jr.
FOR all nominees [ ]
WITHHOLD AUTHORITY
TO VOTE for all nominees [ ]
FOR ALL EXCEPT* [ ]
*(Instruction: to withhold authority to vote for an
individual nominee(s), write the name(s) of the
nominee(s) on the line below.
_________________________________________
To elect two Trustees of the Fund. Nominees: Peter E.
Madden and John S. Walsh
FOR all nominees [ ]
WITHHOLD AUTHORITY
TO VOTE for all nominees [ ]
FOR ALL EXCEPT* [ ]
*(Instruction: to withhold authority to vote for an
individual nominee(s), write the name(s) of the
nominee(s) on the line below.
_________________________________________
YOUR VOTE IS IMPORTANT
Please complete, sign and return
____________________________
this card as soon as possible.
Date
Mark with an X in the box.
____________________________
Signature
____________________________
Signature (Joint Owners)
Please sign exactly as your name appears on the books of the Fund. FOR JOINT
ACCOUNTS, EACH JOINT OWNER SHOULD SIGN. When signing as attorney, executor,
administrator, trustee, etc., please give your full title as such. If a
corporation, please sign full corporate name by President or other authorized
officer and give full title. If a partnership, please sign in partnership name
by authorized person and give full title.