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
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- -------------------------------------------------------------------------------
(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 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 23, 2005. It is important for you to vote. We
recommend that you read the Proxy Statement in its entirety.
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 four Class II Trustees by each Fund's Common and Preferred
Shareholders. The Board of Trustees (the "Board) has nominated J.
Christopher Donahue, Nicholas P. Constantakis, John F. Cunningham, and
Marjorie P. Smuts 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 at the toll-free number shown on your ballot. You may
also vote in person at the meeting or complete and return the enclosed proxy
card. If you:
1. Choose to help save the Funds time and postage costs by voting by
telephone, please don't return your proxy card.
2. Do not respond at all, we may contact you by telephone to request
that you cast your vote. 3. 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.
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 the election 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 23, 2005
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 23, 2005 for the following
purposes:
(1) To elect four Class II 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 13, 2005, as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the
Trustees
John W. McGonigle
Secretary
July 22, 2005
- ------------------------------------------------------------------------------
PLEASE VOTE BY TELEPHONE, 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. IF YOU ARE UNABLE TO
ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD OR VOTE BY TELEPHONE 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 Four Class II 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.............................................5
Board of Trustees..............................................5
Share Ownership of the Funds...................................9
Meetings of the Board..........................................9
Committees of the Board........................................9
Shareholder Communications.....................................10
Officers of the Funds..........................................11
Independent Auditors...........................................12
Section 16(a) Beneficial Ownership Reporting Compliance........14
Shareholder Proposals for 2006 Annual Meeting..................15
Other Matters and Discretion of Attorneys Named in the Proxy...15
Audit Committee Report.........................................Exhibit A
23
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 23, 2005, at 5800 Corporate Drive,
Pittsburgh, Pennsylvania, at 2:00 p.m. local time (the "Joint Annual Meeting").
The Joint 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 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 Joint Annual Meeting are set forth in the accompanying
Notice. The Trustees know of no business that will be presented for
consideration at the Joint Annual Meeting other than that mentioned in the
Notice. Should other business properly be brought before the Joint 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 22, 2005 to shareholders of record
at the close of business on July 13, 2005 (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 6,113,700 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, 2004, was mailed to shareholders on or
about January 28, 2005. 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, 2005, accompanies this proxy
statement. The most recent shareholder reports also can be accessed from the
"Products" section of the Federated Investors website at 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 (the
"Adviser") serves as the investment adviser for each Fund and Federated
Administrative Services (the "Administrator") serves as the administrator for
each Fund. The address for both the Adviser and the Administrator is Federated
Investors Tower, Pittsburgh, Pennsylvania 15222-3779.
- ---------------------------------------------------------------------------
PROPOSAL #1 - ELECTION OF FOUR CLASS II 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 Funds'
2007 annual meeting of shareholders; 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 II Trustees at the Joint Annual Meeting to serve for an
approximately three-year term until the 2008 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 Joint
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*
J. Christopher Donahue Class II 2008 Annual Meeting
Nicholas P. Constantakis Class II 2008
Annual Meeting
John F. Cunningham Class II 2008
Annual Meeting
Marjorie P. Smuts Class II 2008
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
J. Christopher Donahue, Nicholas P. Constantakis, John F. Cunningham and
Marjorie P. Smuts as Class II 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. J.C. Donahue, Constantakis, and
Cunningham, and Ms. Smuts.
In the election of the Class II 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 II 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 Joint Annual
Meeting and the expiration of their respective terms if elected:
Trustee Expiration of
Term if Elected*
Peter E. Madden 2006 Annual
Meeting
John S. Walsh 2006 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.
- ---------------------------------------------------------------------------
INFORMATION ABOUT THE FUNDS
- ---------------------------------------------------------------------------
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 Joint 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 Joint Annual Meeting will not revoke a proxy, a shareholder
present at the Joint Annual Meeting may withdraw his or her proxy and vote in
person. All properly executed and unrevoked proxies received in time for the
Joint 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 II 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 Joint 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 Joint 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. C. Donahue, Constantakis, Cunningham,
Smuts, Madden and Walsh are nominees for election at the Joint 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. As of December 31, 2004, the Federated Fund Complex
consisted of 44 investment companies (comprising 133 portfolios). Unless
otherwise noted, each Officer is elected annually. Unless otherwise noted, each
Board member oversees all portfolios in the Federated Fund Complex and serves
for an indefinite term.
INTERESTED TRUSTEES BACKGROUND AND COMPENSATION
<table>
<Caption>
<s> <c> <c> <c>
Aggregate Total Compensation
Compensation From Funds and
From Federated Fund
Federated Complex
Premier (calendar year
Municipal 2004)
Income Fund
(FPMIF) and
Federated
Premier
Name Intermediate
Birth Date Municipal
Address Income Fund
Positions Held with Principal Occupation(s) for Past Five (FPIMIF)
Funds Years, Other Directorships Held and (past fiscal
Date Service Began Previous Position(s) year) T
Principal Occupations: Chairman and $0
John F. Donahue* Director or Trustee of the Federated $0
Birth Date: July 28, Fund Complex; Chairman and Director,
1924 Federated Investors, Inc.
CHAIRMAN AND TRUSTEE ---------------------------------------
Began serving:
December 2002 Previous Positions: Trustee, Federated
Investment Management Company and
Chairman and Director, Federated
Investment Counseling.
Principal Occupations: Principal $0
J. Christopher Donahue* Executive Officer and President of the $0
Birth Date: April 11, Federated Fund Complex; Director or
1949 Trustee of some of the Funds in the
PRESIDENT AND TRUSTEE Federated Fund Complex; President,
Began serving: Chief Executive Officer and Director,
December 2002 Federated Investors, Inc.; 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 or $1,038.97
Lawrence D. Ellis, M.D.* Trustee of the Federated Fund Complex; (FPMIF) $148,500
Birth Date: October 11, Professor of Medicine, University of --------------
1932 Pittsburgh; Medical Director, $1,047.24
3471 Fifth Avenue University of Pittsburgh Medical (FPIMIF)
Suite 1111 Center Downtown; Hematologist,
Pittsburgh, PA Oncologist and Internist, University
TRUSTEE of Pittsburgh Medical Center.
Began serving: 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.
- ---------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES BACKGROUND AND COMPENSATION
Aggregate otal Compensation
Compensation From Funds and
From Federated Fund
Federated Complex
Premier (calendar year
Municipal 2004)
Income Fund
(FPMIF) and
Federated
Premier
Name Intermediate
Birth Date Municipal
Address Income Fund
Positions Held with Principal Occupation(s) for Past Five (FPIMIF)
Funds Years, Other Directorships Held and (past fiscal
Date Service Began Previous Position(s) year) T
Principal Occupation: Director or $1,142.87 $163,350
Thomas G. Bigley Trustee of the Federated Fund Complex. (FPMIF)
Birth Date: February 3, --------------
1934 Other Directorships Held: Director, $1,151.97
15 Old Timber Trail Member of Executive Committee, (FPIMIF)
Pittsburgh, PA Children's Hospital of Pittsburgh;
TRUSTEE Director, University of Pittsburgh.
Began serving: December
2002 Previous Position: Senior Partner,
Ernst & Young LLP.
Principal Occupations: Director or $1,142.87 $163,350
John T. Conroy, Jr. Trustee of the Federated Fund Complex; (FPMIF)
Birth Date: June 23, Chairman of the Board, Investment --------------
1937 Properties Corporation; Partner or $1,151.97
Investment Properties Trustee in private real estate (FPIMIF)
Corporation ventures in Southwest Florida.
3838 North Tamiami
Trail Previous Positions: President,
Suite 402 Investment Properties Corporation;
Naples, FL Senior Vice President, John R. Wood
TRUSTEE and Associates, Inc., Realtors;
Began serving: December President, Naples Property Management,
2002 Inc. and Northgate Village Development
Corporation.
Principal Occupation: Director or $1,142.87 $163,350
Nicholas P. Constantakis Trustee of the Federated Fund Complex. (FPMIF)
Birth Date: September --------------
3, 1939 Other Directorships Held: Director and $1,151.97
175 Woodshire Drive Member of the Audit Committee, Michael (FPIMIF)
Pittsburgh, PA Baker Corporation (engineering and
TRUSTEE energy services worldwide).
Began serving: December
2002 Previous Position: Partner, Andersen
Worldwide SC.
Principal Occupation: Director or $1,038.97 $148,500
John F. Cunningham Trustee of the Federated Fund Complex. (FPMIF)
Birth Date: March 5, --------------
1943 Other Directorships Held: Chairman, $1,047.24
353 El Brillo Way President and Chief Executive Officer, (FPIMIF)
Palm Beach, FL Cunningham & Co., Inc. (strategic
TRUSTEE business consulting); Trustee
Began serving: December Associate, Boston College.
2002
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 or $1,038.97 $148,500
Peter E. Madden Trustee of the Federated Fund Complex. (FPMIF)
Birth Date: March 16, --------------
1942 Other Directorships Held: Board of $1,047.24
One Royal Palm Way Overseers, Babson College. (FPIMIF)
100 Royal Palm Way
Palm Beach, FL Previous Positions: Representative,
TRUSTEE Commonwealth of Massachusetts General
Began serving: December Court; President, State Street Bank
2002 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 or $1,142.87 $163,350
Charles F. Mansfield, Trustee of the Federated Fund Complex; (FPMIF)
Jr. Management Consultant; Executive Vice --------------
Birth Date: April 10, President, DVC Group, Inc. (marketing, $1,151.97
1945 communications and technology) (prior (FPIMIF)
80 South Road to 9/1/00).
Westhampton Beach, NY
TRUSTEE Previous Positions: Chief Executive
Began serving: December Officer, PBTC International Bank;
2002 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, Jr., Principal Occupations: Director or $1,246.77 $178,200
J.D., S.J.D. Trustee of the Federated Fund Complex; (FPMIF)
Birth Date: December Chancellor and Law Professor, Duquesne --------------
20, 1932 University; Partner, Murray, Hogue and $1,256.69
Chancellor, Duquesne Lannis. (FPIMIF)
University
Pittsburgh, PA Other Directorships Held: Director,
TRUSTEE Michael Baker Corp. (engineering,
Began serving: December construction, operations and technical
2002 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 or $1,038.97 $148,500
Marjorie P. Smuts Trustee of the Federated Fund Complex; (FPMIF)
Birth Date: June 21, Public Relations/Marketing --------------
1935 Consultant/Conference Coordinator. $1,047.24
4905 Bayard Street (FPIMIF)
Pittsburgh, PA Previous Positions: National
TRUSTEE Spokesperson, Aluminum Company of
Began serving: December America; television producer;
2002 President, Marj Palmer Assoc.; Owner,
Scandia Bord.
Principal Occupations: Director or $1,038.97 $148,500
John S. Walsh Trustee of the Federated Fund Complex; (FPMIF)
Birth Date: November President and Director, Heat Wagon, --------------
28, 1957 Inc. (manufacturer of construction $1,047.24
2604 William Drive temporary heaters); President and (FPIMIF)
Valparaiso, IN Director, Manufacturers Products, Inc.
TRUSTEE (distributor of portable construction
Began serving: December heaters); President, Portable Heater
2002 Parts, a division of Manufacturers
Products, Inc.
Previous Position: Vice President,
Walsh & Kelly, Inc.
- ---------------------------------------------------------------------------------------------------------------
BOARD OWNERSHIP OF SHARES IN THE FUNDS AND IN THE FEDERATED FAMILY OF INVESTMENT COMPANIES
Dollar Range
of
Shares Owned Aggregate
in FPMIF ----------------- Dollar Range of
------------ Dollar Range of Shares Owned in
(as of July Shares Owned in Federated Family
13, 2005) FPIMIF (as of of
- July 13, 2005) Investment
Interested Companies (as of
Board Member Name - - December 31, 2004)
John F. Donahue None None Over $100,000
J. Christopher Donahue Over $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., S.J.D. None None Over $100,000
Marjorie P. Smuts None None Over $100,000
John S. Walsh None None Over $100,000
- ---------------------------------------------------------------------------------------------------------------
</table>
Share Ownership of the Funds
As of July 13, 2005, 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 13, 2005, Mary Jo Ochson, Chief Investment Officer of tax-exempt
fixed income products 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 13, 2005, 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 was the record owner of approximately 6,067,595 Common
Shares (99.25%) of Federated Premier Municipal Income Fund.
Cede & Co., New York, NY was the record owner of approximately 6,926,517 Common
Shares (99.71%) of Federated Premier Intermediate Municipal Income Fund.
Meetings of the Board
The Board of each Fund met seven times during fiscal 2004. Each Trustee
attended at least 75% of the total number of meetings in fiscal 2004 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 2004, the Executive Committee met on
six occasions.
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. Constantakis is Chairman of the Audit Committee and Mr. Mansfield is Vice
Chairman. The Board has adopted a written charter for the Audit Committee, a
copy of which is available under "Fund Governance" in the "Products" section of
Federated's website at FederatedInvestors.com. 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 Committees 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 2004, the Audit Committee met
on nine occasions.
A report of the Audit Committee is attached as Exhibit A 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 available under "Fund Governance" in
the "Products" section of Federated's website at FederatedInvestors.com. 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 met on one
occasion during fiscal 2004.
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 Joint Annual Meeting. No member of the Board attended the annual
meeting in 2004.
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:
<table>
<caption>
<s> <c>
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 Secretary of
John W. McGonigle the Federated Fund Complex; Executive Vice President, Secretary
Birth Date: October 26, 1938 and Director, Federated Investors, Inc.
EXECUTIVE VICE PRESIDENT AND
SECRETARY Previous Positions: Trustee, Federated Investment Management
Began serving: December 2002 Company and Federated Investment Counseling; Director, Federated
Global Investment Management Corp., Federated Services Company and
Federated Securities Corp.
Principal Occupations: Principal Financial Officer and Treasurer
Richard J. Thomas of the Federated Fund Complex; Senior Vice President, Federated
Birth Date: June 17, 1954 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 of some of
Richard B. Fisher the Funds in the Federated Fund Complex; Vice Chairman, Federated
Birth Date: May 17, 1923 Investors, Inc.; Chairman, Federated Securities Corp.
VICE CHAIRMAN
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.
Principal Occupations: Mary Jo Ochson has been the Funds'
Mary Jo Ochson Portfolio Manager since December 2002. Ms. Ochson was named Chief
Birth Date: September 12, 1953 Investment Officer of tax-exempt fixed income products in 2004 and
CHIEF INVESTMENT OFFICER, TAX-FREE is Vice President of the Funds. Ms. Ochson joined Federated in
FIXED INCOME, AND VICE PRESIDENT 1982 and has been a Senior Portfolio Manager and a Senior Vice
Began serving: December 2002 President of the Funds' Adviser since 1996. Ms. Ochson is a
Chartered 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 2005. Ernst & Young LLP audited
the financial statements of the Funds in fiscal 2004. It is not expected that a
representative of Ernst & Young LLP will be present at the Joint Annual Meeting
to make a statement or respond to appropriate questions.
The following table shows the fees billed by Ernst & Young LLP for the
Funds' last two fiscal years for services to each Fund and to the Adviser and
its affiliates that provide ongoing services to the Funds:
- ---------------------------- -------------------------------------------------- ---------------------------------------------------
Year Ended November 30, 2004 Year Ended November 30, 2003
- ---------------------------- -------------------------------------------------- ---------------------------------------------------
- ---------------------------- ------------- ------------ ----------- ----------- ------------ ------------- ----------- ------------
Audit-Related All Other Audit-Related All Other
Fees (1) Fees Fees (1) Fees
Audit Fees Tax Fees Audit Fees Tax Fees
- ---------------------------- ------------- ------------ ----------- ----------- ------------ ------------- ----------- ------------
- ---------------------------- ------------- ------------ ----------- ----------- ------------ ------------- ----------- ------------
Federated Premier $16,984 $20,000 $-- $-- $16,500 $30,000 $-- $--
Municipal Income Fund
- ---------------------------- ------------- ------------ ----------- ----------- ------------ ------------- ----------- ------------
- ---------------------------- ------------- ------------ ----------- ----------- ------------ ------------- ----------- ------------
Federated Premier $16,984 $20,000 $-- $-- $16,500 $30,000 $-- $--
Intermediate Municipal
Income Fund
- ---------------------------- ------------- ------------ ----------- ----------- ------------ ------------- ----------- ------------
- ---------------------------- ------------- ------------ ----------- ----------- ------------ ------------- ----------- ------------
Federated Investment (2) $16,500 $-- $-- (2) $50,000 $-- $--
Management Company and its
affiliates that provide
ongoing services to the
Funds
- ---------------------------- ------------- ------------ ----------- ----------- ------------ ------------- ----------- ------------
- -------------
- ---------------------------------------------------------------------------------------------------------------
</table>
(1).....For the Funds, these services consisted of: 2004 - quarterly reviews of
the Preferred Shares asset maintenance test calculations; 2003 - quarterly
reviews of the Preferred Shares asset maintenance test calculations and
issuance of consents performed in conjunction with the commencement of
operations. For the Adviser and its affiliates: 2004 - review of Sarbanes
Oxley Section 302 procedures; 2003 - issuance of consents performed in
conjunction with the commencement of operations.
(2) Not required.
The Audit Committee is required to pre-approve audit and non-audit
services performed by the independent auditor in order to assure that the
provision of such services does not impair the auditor's independence. Unless a
type of service to be provided by the independent auditor has received general
pre-approval, it will require specific pre-approval by the Audit Committee. Any
proposed services exceeding pre-approved cost levels will require specific
pre-approval by the Audit Committee.
Certain services have the general pre-approval of the Audit Committee.
The term of the general pre-approval is 12 months from the date of pre-approval,
unless the Audit Committee specifically provides for a different period. The
Audit Committee will annually review the services that may be provided by the
independent auditor without obtaining specific pre-approval from the Audit
Committee and may grant general pre-approval for such services. The Audit
Committee will revise the list of general pre-approved services from time to
time, based on subsequent determinations. The Audit Committee will not delegate
its responsibilities to pre-approve services performed by the independent
auditor to management.
The Audit Committee has delegated pre-approval authority to its
Chairman. The Chairman will report any pre-approval decisions to the Audit
Committee at its next scheduled meeting. The Committee will designate another
member with such pre-approval authority when the Chairman is unavailable.
AUDIT SERVICES
The annual audit services engagement terms and fees are subject to the
specific pre-approval of the Audit Committee. The Audit Committee must approve
any changes in terms, conditions and fees resulting from changes in audit scope,
registered investment company structure or other matters.
In addition to the annual audit services engagement specifically
approved by the Audit Committee, the Audit Committee may grant general
pre-approval for other audit services, which are those services that only the
independent auditor reasonably can provide. The Audit Committee has pre-approved
certain audit services; all other audit services must be specifically
pre-approved by the Audit Committee.
AUDIT-RELATED SERVICES
Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or review of the Funds'
financial statements or that are traditionally performed by the independent
auditor. The Audit Committee believes that the provision of audit-related
services does not impair the independence of the auditor, and has pre-approved
certain audit-related services; all other audit-related services must be
specifically pre-approved by the Audit Committee.
TAX SERVICES
The Audit Committee believes that the independent auditor can provide
tax services to the Funds such as tax compliance, tax planning and tax advice
without impairing the auditor's independence. However, the Audit Committee will
not permit the retention of the independent auditor in connection with a
transaction initially recommended by the independent auditor, the purpose of
which may be tax avoidance and the tax treatment of which may not be supported
in the Internal Revenue Code and related regulations. The Audit Committee has
pre-approved certain tax services; all tax services involving large and complex
transactions must be specifically pre-approved by the Audit Committee.
ALL OTHER SERVICES
With respect to the provision of services other than audit, review or
attest services the pre-approval requirement is waived if:
(1) The aggregate amount of all such services provided constitutes no more than
five percent of the total amount of revenues paid to the auditor by the
Fund, the Adviser, and any entity controlling, controlled by, or under
common control with the Adviser that provides ongoing services to the Fund
during the fiscal year in which the services are provided;
(2) Such services were not recognized by the Fund, the Adviser, and any entity
controlling, controlled by, or under common control with the Adviser that
provides ongoing services to the Fund at the time of the engagement to be
non-audit services; and
(3) Such services are promptly brought to the attention of the Audit Committee
of the Fund and approved prior to the completion of the audit by the Audit
Committee or by one or more members of the Audit Committee who are members
of the Board to whom authority to grant such approvals has been delegated
by the Audit Committee.
The Audit Committee may grant general pre-approval to those permissible
non-audit services classified as all other services that it believes are routine
and recurring services, and would not impair the independence of the auditor.
The SEC's rules and relevant guidance should be consulted to determine
the precise definitions of prohibited non-audit services and the applicability
of exceptions to certain of the prohibitions.
PRE-APPROVAL FEE LEVELS
Pre-approval fee levels for all services to be provided by the
independent auditor are established annually by the Audit Committee. Any
proposed services exceeding these levels will require specific pre-approval by
the Audit Committee.
PROCEDURES
Requests or applications to provide services that require specific
approval by the Audit Committee are submitted to the Audit Committee by both the
independent auditor and the Principal Accounting Officer and/or Internal
Auditor, and must include a joint statement as to whether, in their view, the
request or application is consistent with the SEC's rules on auditor
independence.
The percentages of services in the Audit Related Fees, Tax Fees and All
Other Fees categories in the table above that were approved by the Audit
Committee pursuant to Section 2-01(c)(7)(i)(C) of Regulation S-X were as
follows:
Federated Premier Municipal Income Fund:
2004- 0%
2003- 0%
Federated Premier Intermediate Municipal Income Fund:
2004- 0%
2003- 0%
Federated Investment Management Company and affiliates:
2004- 0%
2003- 0%
Non-Audit Fees billed to the Funds, the Funds' investment adviser, and
certain entities controlling, controlled by or under common control with the
investment adviser:
Fiscal year ended 2004 - $265,875
Fiscal year ended 2003 - $242,212
The Funds' Audit Committee has considered that the provision of
non-audit services that were rendered to the Adviser, and any entity
controlling, controlled by, or under common control with the Adviser that
provides ongoing services to the Funds that were not pre-approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with
maintaining the principal accountant's independence.
- ------------------------------------------------------------------------------
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, 2004.
- -----------------------------------------------------------------------------
SHAREHOLDER PROPOSALS FOR 2006 ANNUAL MEETING
- -----------------------------------------------------------------------------
Shareholder proposals intended for inclusion pursuant to Rule 14a-8
under the Exchange Act in a Fund's proxy statement for its 2006 annual meeting
of shareholders must be received by the Funds, at the address indicated on page
1 of this Proxy Statement, not later than March 24, 2006. 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 7,
2006.
- -------------------------------------------------------------------------------
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
- ------------------------------------------------------------------------------
No business other than the matters described above are expected to come
before the Joint Annual Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment or postponement
of the Joint 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 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
John W. McGonigle
Secretary
July 22, 2005
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
- ----------------------------------------------------------------------------
IMPORTANT NOTICE ABOUT FUND DOCUMENT DELIVERY
- ----------------------------------------------------------------------------
In an effort to reduce costs and avoid duplicate mailings, the Funds intend to
deliver a single copy of certain documents to each household in which more than
one shareholder of the Funds resides (so-called "householding"), as permitted by
applicable rules. The Funds' "householding" program covers their Semi-Annual and
Annual Shareholder Reports and any proxy or information statements. Shareholders
must give their written consent to participate in the "householding" program.
The Funds are also permitted to treat a shareholder as having given consent
("implied consent") if (i) shareholders with the same last name, or believed to
be members of the same family, reside at the same street address or receive mail
at the same post office box, (ii) the Funds give notice of their intent to
"household" at least sixty (60) days before they begin "householding" and (iii)
none of the shareholders in the household have notified the Funds or their agent
of the desire to "opt out" of "householding." Shareholders who have granted
written consent, or have been deemed to have granted implied consent, can revoke
that consent and opt out of "householding" at any time: shareholders who
purchased shares through an intermediary should contact their representative;
other shareholders may call the Funds at 1-800-245-0242, Ext. 7538.
EXHIBIT A
(approved by the Board of Trustees on May 20, 2005)
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 registered public
accounting firm is responsible for planning and carrying out an audit in
accordance with standards of the Public Company Accounting Oversight Board
(United States) 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, 2004 and has discussed the financial statements with management and with
Ernst & Young LLP, the Funds' independent registered public accounting firm for
2004. The Audit Committee has received from the independent registered public
accounting firm written disclosures pursuant to Statement on Auditing Standards
No. 61, Communication with Audit Committees, and has discussed those matters
with the independent registered public accounting firm. The Audit Committee has
also received from the independent registered public accounting firm 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 registered public accounting firm its independence. The Audit
Committee considered whether the provision of non-audit services by the
independent registered public accounting firm is compatible with maintaining the
independent registered public accounting firm's 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, 2004 filed with the Securities and Exchange Commission.
Respectfully submitted:
Nicholas P. Constantakis, Audit Committee Chairman
Charles F. Mansfield, Jr., Audit Committee Vice Chairman
Thomas G. Bigley, Audit Committee Member
John T. Conroy, Jr., Audit Committee Member
Cusip 31423M105
Cusip 31423M204
Cusip 31423P108
Cusip 31423P207
30892 (7/05)
FEDERATED PREMIER INTERMEDIATE MUNICIPAL INCOME FUND
Common Shares
Proxy for Annual Meeting of Shareholders to be held September 23, 2005
You may also vote by telephone at 1-800-454-8683. If you vote 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
23, 2005, 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 four Class II Trustees of the Fund. Nominees:
J. Christopher Donahue, Nicholas P. Constantakis, John F. Cunningham and
Marjorie P. Smuts
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 23, 2005
You may also vote by telephone at 1-800-454-8683. If you vote 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
23, 2005, 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 four Class II Trustees of the Fund. Nominees:
J. Christopher Donahue, Nicholas P. Constantakis, John F. Cunningham and
Marjorie P. Smuts
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.