Edgar Filing: FEDERATED PREMIER MUNICIPAL INCOME FUND

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
------------------------------------------------------------------------------
(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 22, 2006. 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 III Trustees by each Fund's Common and
Preferred Shareholders. The Board of Trustees (the "Board) has
nominated Lawrence D. Ellis, M.D., Charles F. Mansfield, Jr.,
John E. Murray, Jr., and James F. Will 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,
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 1-800-730-6001.

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 22, 2006

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 22, 2006 for the following purposes:

(1)To elect four Class III 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, 2006, 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 21, 2006

------------------------------------------------------------
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 III 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.................................................10
Committees of the Board...............................................10
Shareholder Communications............................................11
Officers of the Funds.................................................11

Independent Auditors........................................................13

Section 16(a) Beneficial Ownership Reporting Compliance.....................16

Shareholder Proposals for 2007 Annual Meeting...............................16

Other Matters and Discretion of Attorneys Named in the Proxy................16

Audit Committee Report...............................................Exhibit A

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 22,
2006, 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 Computershare Fund Services 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
26, 2006 to shareholders of record at the close of business on July 13,
2006 (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 6,119,958 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, 2005, was mailed to
shareholders on or about January 27, 2006. A copy of the Annual Report
will be furnished, without charge, to any shareholder of either Fund
upon request by calling 1-800-730-6001. The Funds' semi-annual report,
which includes unaudited financial statements for the six months ended
May 31, 2006, 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 1-800-730-6001. 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 III 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' 2008 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 III Trustees at the Joint Annual Meeting to serve for an
approximately three-year term until the 2009 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*

Lawrence D. Ellis, M.D. Class III 2009 Annual Meeting
Charles F. Mansfield, Jr. Class III 2009 Annual Meeting
John E. Murray, Jr. Class III 2009 Annual Meeting
James F. Will Class III 2009 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 Lawrence D. Ellis, M.D., Charles F. Mansfield, Jr., John E.
Murray, Jr. and James F. Will as Class III 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. Ellis, Mansfield, Murray and Will.

In the election of the Class III 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 III Trustees for each Fund, the four 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 2007 Annual Meeting
John S. Walsh 2007 Annual Meeting

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 III 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. Ellis, Mansfield, Murray, Will, 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, 2005, the Federated
Fund Complex consisted of 43 investment companies (comprising 136
portfolios). Unless otherwise noted, each Officer is elected
annually. Unless otherwise noted, each Board member oversees all
portfolios in the Federated Fund Complex and, except with respect to
the Funds, serves for an indefinite term.

INTERESTED TRUSTEES BACKGROUND AND COMPENSATION

Aggregate Total Compensation
Compensation From Funds and
From Federated Federated Fund
Premier Municipal Complex
Income Fund (calendar year 2005)
(FPMIF) and
Name Federated Premier
Birth Date Intermediate
Address Principal Occupation(s) for Past Five Municipal Income
Positions Held with Funds Years, Other Directorships Held and Fund (FPIMIF)
Date Service Began Previous Position(s) (past fiscal year)

Principal Occupations: Director or $0
John F. Donahue* Trustee of the Federated Fund Complex; $0
Birth Date: July 28, 1924 Chairman and Director, Federated
TRUSTEE Investors, Inc.
Began serving: December -----------------------------------------
2002
Previous Positions: Chairman of the
Federated Fund Complex; 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, 1949 Federated Fund Complex; Director or
PRESIDENT AND TRUSTEE Trustee of some of the Funds in the
Began serving: December Federated Fund Complex; President, Chief
2002 Executive Officer and Director,
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, and
Passport Research, Ltd. (Investment
advisory subsidiary of Federated);
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 $1,063.55 (FPMIF)
Lawrence D. Ellis, M.D.* Trustee of the Federated Fund Complex; ------------------ $148,500
Birth Date: October 11, Professor of Medicine, University of $1,073.04 (FPIMIF)
1932 Pittsburgh; Medical Director, University
3471 Fifth Avenue of Pittsburgh Medical Center Downtown;
Suite 1111 Hematologist, Oncologist and Internist,
Pittsburgh, PA University of Pittsburgh Medical Center.
TRUSTEE
Began serving: December Other Directorships Held: Member,
2002 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 Total Compensation
Compensation From Funds and
From Federated Federated Fund
Premier Municipal Complex
Income Fund (calendar year
(FPMIF) and 2005)
Name Federated Premier
Birth Date Intermediate
Address Principal Occupation(s) for Past Five Municipal Income
Positions Held with Funds Years, Other Directorships Held and Fund (FPIMIF)
Date Service Began Previous Position(s) (past fiscal year)

Principal Occupation: Director or $1,169.89 (FPMIF) $163,350
Thomas G. Bigley Trustee of the Federated Fund Complex. ------------------
Birth Date: February 3, $1,180.33 (FPIMIF)
1934 Other Directorships Held: Director,
15 Old Timber Trail Member of Executive Committee,
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 $1,169.89 (FPMIF) $163,350
John T. Conroy, Jr. Trustee of the Federated Fund Complex; ------------------
Birth Date: June 23, 1937 Chairman of the Board, Investment $1,180.33 (FPIMIF)
Investment Properties Properties Corporation; Partner or
Corporation Trustee in private real estate ventures
3838 North Tamiami Trail in Southwest Florida.
Suite 402
Naples, FL Previous Positions: President,
TRUSTEE Investment Properties Corporation;
Began serving: December Senior Vice President, John R. Wood and
2002 Associates, Inc., Realtors; President,
Naples Property Management, Inc. and
Northgate Village Development
Corporation.

Principal Occupation: Director or $1,169.89 (FPMIF) $163,350
Nicholas P. Constantakis Trustee of the Federated Fund Complex. ------------------
Birth Date: September 3, $1,180.33 (FPIMIF)
1939 Other Directorships Held: Director and
175 Woodshire Drive Member of the Audit Committee, Michael
Pittsburgh, PA Baker Corporation (engineering and
TRUSTEE energy services worldwide).
Began serving: December
2002 Previous Position: Partner, Andersen
Worldwide SC.

Principal Occupation: Director or $1,063.55 (FPMIF) $148,500
John F. Cunningham Trustee of the Federated Fund Complex; ------------------
Birth Date: March 5, 1943 Director, WinsorTech. $1,073.04 (FPIMIF)
353 El Brillo Way
Palm Beach, FL Other Directorships Held: Chairman,
TRUSTEE President and Chief Executive Officer,
Began serving: December Cunningham & Co., Inc. (strategic
2002 business 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 or $1,063.55 (FPMIF) $148,500
Peter E. Madden Trustee of the Federated Fund Complex. ------------------
Birth Date: March 16, 1942 $1,073.04 (FPIMIF)
One Royal Palm Way Other Directorships Held: Board of
100 Royal Palm Way Overseers, Babson College.
Palm Beach, FL
TRUSTEE Previous Positions: Representative,
Began serving: December Commonwealth of Massachusetts General
2002 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 or $1,169.89 (FPMIF) $163,350
Charles F. Mansfield, Jr. Trustee of the Federated Fund Complex; ------------------
Birth Date: April 10, 1945 Management Consultant. $1,180.33 (FPIMIF)
80 South Road
Westhampton Beach, NY Previous Positions: Chief Executive
TRUSTEE Officer, PBTC International Bank;
Began serving: December Partner, Arthur Young & Company (now
2002 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; Executive
Vice President, DVC Group, Inc.
(marketing, communications and
technology)

John E. Murray, Jr., J.D., Principal Occupations: Director or $1,276.24 (FPMIF) $178,200
S.J.D. Trustee, and Chairman of the Board of ------------------
Birth Date: December 20, Directors or Trustees, of the Federated $1,287.65 (FPIMIF)
1932 Fund Complex; Chancellor and Law
Chancellor, Duquesne Professor, Duquesne University; Partner,
University Murray, Hogue and Lannis.
Pittsburgh, PA
TRUSTEE Other Directorships Held: Director,
Began serving: December Michael Baker Corp. (engineering,
2002 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 or $1,063.55 (FPMIF) $148,500
Marjorie P. Smuts Trustee of the Federated Fund Complex; ------------------
Birth Date: June 21, 1935 Public Relations/Marketing $1,073.04 (FPIMIF)
4905 Bayard Street Consultant/Conference Coordinator.
Pittsburgh, PA
TRUSTEE Previous Positions: National
Began serving: December Spokesperson, Aluminum Company of
2002 America; television producer; President,
Marj Palmer Assoc.; Owner, Scandia Bord.

Principal Occupations: Director or $1,063.55 (FPMIF) $148,500
John S. Walsh Trustee of the Federated Fund Complex; ------------------
Birth Date: November 28, President and Director, Heat Wagon, Inc. $1,073.04 (FPIMIF)
1957 (manufacturer of construction temporary
2604 William Drive heaters); President and Director,
Valparaiso, IN 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.

Principal Occupations: Vice Chancellor $0 $0
James F. Will* and President, Saint Vincent College.
Birth Date: October 12, -----------------------------------------
1938
Saint Vincent College Other Directorship Held: Alleghany
Latrobe, PA Corporation.
TRUSTEE
Began serving: April 2006 Previous Positions: Chairman, President
and Chief Executive Officer, Armco,
Inc.; President and Chief Executive
Officer, Cyclops Industries; President
and Chief Operating Officer, Kaiser
Steel Coporation.

*James F. Will began serving on the Board of Trustees on April 1,
2006. Therefore, he did not receive any compensation from the Funds
for their most recent fiscal year.
------------------------------------------------------------------------

BOARD OWNERSHIP OF SHARES IN THE FUNDS AND IN THE FEDERATED FAMILY OF
INVESTMENT COMPANIES

Dollar Range of
Shares Owned --------------------
in FPMIF Aggregate
-------------- Dollar Range of Dollar Range of
(as of July Shares Owned in Shares Owned in
13, 2006) FPIMIF (as of July Federated Family of
13, 2006) Investment Companies
Interested (as of December 31,
Board Member Name 2005)

John F. Donahue None None Over $100,000
J. Christopher Over $100,000 $50,001-$100,000 Over $100,000
Donahue
Lawrence D. Ellis, None None Over $100,000
M.D.

Independent
Board Member Name
Thomas G. Bigley None None Over $100,000
John T. Conroy, Jr. None None Over $100,000
Nicholas P. None None Over $100,000
Constantakis
John F. Cunningham None None Over $100,000
Peter E. Madden None None Over $100,000
Charles F. None None Over $100,000
Mansfield, Jr.
John E. Murray, None None Over $100,000
Jr., J.D., S.J.D.
Marjorie P. Smuts None None Over $100,000
John S. Walsh None None Over $100,000
James F. Will None None None

------------------------------------------------------------------------

Share Ownership of the Funds
As of July 13, 2006, 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, 2006, 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, 2006, 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
6,082,197 Common Shares (99.38%) of Federated Premier Municipal Income
Fund.

Cede & Co., New York, NY was the record owner of approximately
6,925,543 Common Shares (99.69%) of Federated Premier Intermediate
Municipal Income Fund.

Meetings of the Board

The Board of each Fund met five times during fiscal 2005. Each
Trustee attended at least 75% of the total number of meetings in fiscal
2005 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, John E. Murray, Jr. and John S. Walsh. 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
2005, 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 2005, 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 2005.

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 2005.

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; Vice Chairman,
Birth Date: October 26, 1938 Executive Vice President, 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 A. Novak Treasurer of the Federated Fund Complex; Senior Vice
Birth Date: December 25, 1963 President, Federated Administrative Services; Financial
TREASURER and Operations Principal for Federated Securities Corp.,
Began serving: January 2006 Edgewood Services, Inc. and Southpointe Distribution
Services, Inc.

Previous Positions: Vice President, Finance of Federated
Services Company; held various financial management
positions within The Mercy Hospital of Pittsburgh;
Auditor, Arthur Andersen & Co.

Principal Occupations: Vice Chairman or Vice President of
Richard B. Fisher some of the Funds in the Federated Fund Complex; Vice
Birth Date: May 17, 1923 Chairman, Federated Investors, Inc.; Chairman, Federated
VICE CHAIRMAN 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.

Principal Occupations: Senior Vice President and Chief
Brian P. Bouda Compliance Officer of the Federated Fund Complex; Vice
Birth Date: February 28, 1947 President and Chief Compliance Officer of Federated
CHIEF COMPLIANCE OFFICER AND Investors, Inc.; and Chief Compliance Officer of its
SENIOR VICE PRESIDENT subsidiaries. Mr. Bouda joined Federated in 1999 and is a
Began serving: August 2004 member of the American Bar Association and the State Bar
Association of Wisconsin.

Principal Occupations: Mary Jo Ochson has been the Funds'
Mary Jo Ochson Portfolio Manager since December 2002. Ms. Ochson was
Birth Date: September 12, 1953 named Chief Investment Officer of tax-exempt fixed income
CHIEF INVESTMENT OFFICER, products in 2004 and is Vice President of the Funds. Ms.
TAX-FREE FIXED INCOME, AND VICE Ochson joined Federated in 1982 and has been a Senior
PRESIDENT Portfolio Manager and a Senior Vice President of the
Began serving: December 2002 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 2006. Ernst
& Young LLP audited the financial statements of the Funds in fiscal
2005. 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, 2005 Year Ended November 30, 2004
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------

Audit-Related All Other Audit-Related All Other
Fees (1) Fees (2) Fees (1) Fees (2)
Audit Fees Tax Audit Fees Tax Fees
Fees
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------

Federated Premier $25,895 $81 $-- $20,000 $16,984 $-- $-- $20,000
Municipal Income Fund
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
Federated Premier $25,895 $81 $-- $20,000 $16,984 $-- $-- $20,000
Intermediate Municipal
Income Fund
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
Federated Investment N/A $111,153 $-- $-- N/A $16,500 $-- $--
Management Company and
its affiliates that
provide ongoing services
to the Funds
-----------------------------------------------------------------------------------------------------------------

(1) These services consisted of transfer agent testing (direct to
funds) and review of Sarbanes Oxley Section 302 procedures.
(2) These services consisted of quarterly reviews of the Preferred
Shares asset maintenance test calculations.

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 to management its responsibilities to pre-approve services
performed by the independent auditor.
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 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 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:

2005- 0%

2004- 0%

Federated Premier Intermediate Municipal Income Fund:

2005- 0%

2004- 0%

Federated Investment Management Company and affiliates:

2005- 0%

2004- 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 2005 - $202,136

Fiscal year ended 2004 - $291,707

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,
2005.

------------------------------------------------------------------------
SHAREHOLDER PROPOSALS FOR 2007 ANNUAL MEETING
------------------------------------------------------------------------

Shareholder proposals intended for inclusion pursuant to Rule
14a-8 under the Exchange Act in a Fund's proxy statement for its 2007
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 23, 2007. 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 6, 2007.

------------------------------------------------------------------------
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
------------------------------------------------------------------------

No business other than the matters described above is 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

/s/John W. McGonigle
John W. McGonigle
Secretary
July 21, 2006

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
1-800-730-6001.

EXHIBIT A
(approved by the Board of Trustees on May 18, 2006)

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, 2005 and has discussed the financial statements with
management and with Ernst & Young LLP, the Funds' independent
registered public accounting firm for 2005. 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, 2005 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
35225 (7/06)

FEDERATED PREMIER INTERMEDIATE MUNICIPAL INCOME FUND

Common Shares

Proxy for Annual Meeting of Shareholders to be held September 22, 2006

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
22, 2006, 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 III Trustees of the Fund. Nominees:
Lawrence D. Ellis, M.D., Charles F. Mansfield, Jr., John E.
Murray, Jr. and James F. Will
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 22, 2006

You may also vote by telephone at 1-800-454-8683. If you vote by telephone,
please don't return this proxy card.

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 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.