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 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
John F. Donahue* and Director or Trustee of the $0
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
J. Christopher Executive Officer and President $0
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., None None Over $100,000
J.D., S.J.D.
Marjorie P. Smuts None None Over $100,000
John S. Walsh None None Over $100,000
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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.
---------------------------------------------------------------------------
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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
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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.
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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 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 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 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 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.