IAI GROWTH and INCOME FUND
(a series of IAI Investment Funds VII, Inc.)
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
September 8, 2000
This proxy is being solicited on behalf of the Board of Directors of IAI
Investment Funds VII, Inc. ("Company") and relates to the proposal with respect
to the Company, on behalf of IAI Growth and Income Fund, a series of the Company
("Fund"). The undersigned appoints as proxies Keith Wirtz, Steven Lentz, Jill
Stevenson and Kelly McNulty, and each of them (with power of substitution), to
vote all the undersigned's shares in the Fund at the Special Meeting of
Shareholders to be held at 1:00 p.m., Central Time at 601 Second Avenue South,
Suite 3600, Minneapolis, Minnesota 55402, and any adjournment thereof
("Meeting"), with all the power the undersigned would have if personally
present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" the proposal specified below. This proxy also grants discretionary power
to vote upon such other business as may properly come before the Meeting.
Your vote is important no matter how many shares you own. If you are not voting
by phone or Internet, please sign and date this proxy below and return it
promptly in the enclosed envelope.
To vote by touch-tone phone, please call [1-800-xxx-xxx] toll free. To vote by
Internet, visit our website at WWW.PROXYVOTE.COM.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
[X] KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
IAI GROWTH and INCOME FUND
(a series of IAI Investment Funds VII, Inc.)
Vote On Proposal FOR AGAINST ABSTAIN
To approve a proposed Agreement and Plan / / / / / /
of Reorganization and Termination
("Plan") between IAI Investment Funds
VII, Inc. ("IAI VII), on behalf of IAI
Growth and Income Fund ("IAI Fund") and
Federated American Leaders Fund, a mutual
fund managed by a subsidiary of Federated
Investors, Inc. ("Federated Fund"),
whereby the Federated Fund would acquire
all of the assets of the IAI Fund in
exchange solely for the Federated Fund's
shares, to be distributed pro rata by the
IAI Fund to the holders of its shares, in
complete liquidation of the IAI Fund.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT VOTING
BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY BELOW AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE, PLEASE CALL 1-[800-XXX-XXX] TOLL FREE. TO VOTE
BY INTERNET, VISIT OUR WEBSITE AT WWW.PROXYVOTE.COM.
Please sign exactly as name appears hereon. If shares are held in the name of
joint owners, at least one owner must sign. Attorneys-in-fact, executors,
administrators, etc. should so indicate. If shareholder is a corporation or
partnership, please sign in full corporate or partnership name by authorized
person.
_________________________________________________ ______________________________
Signature (owner, trustee, custodian, etc.) Date
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