IAI INVESTMENT FUNDS VII INC
DEFA14A, 2000-08-18
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                            IAI
                       Mutual Funds



                                                                          UPDATE
--------------------------------------------------------------------------------

QUARTERLY NEWSLETTER OF THE IAI FAMILY OF NO-LOAD MUTUAL FUNDS           2Q 2000


                 IAI MUTUAL FUNDS/FEDERATED INVESTORS PROXY Q&A


[SIDEBAR]

IAI AND THE BOARD OF DIRECTORS BELIEVE THAT LARGER MUTUAL FUND COMPANIES WILL BE
IN THE BEST  POSITION  TO OFFER  EXCELLENT  PRODUCTS  AND  SERVICES IN THE YEARS
AHEAD.



As you know  from  the  recent  communications  to our  shareholders,  Federated
Investors,  Inc. and  Investment  Advisers,  Inc.  have agreed to a  transaction
merging the IAI Mutual  Funds into  Federated  Mutual  Funds.  Upon  shareholder
approval, Federated will be responsible for portfolio management and shareholder
servicing of the funds.

By  now,  you  should  have  received   detailed  proxy  information  about  the
acquisition. We encourage you to read the material carefully because it contains
important  information.  For your convenience,  we have provided an excerpt from
the proxy which provides  answers to some of the most frequently asked questions
regarding the merger. If you have any additional questions,  please feel free to
call our  toll-free  Investor  Services  Hotline at  1-800-945-3863.  Again,  we
sincerely appreciate your business and thank you for your confidence in our firm
and  products.  It has been a  privilege  to serve each  shareholder  in the IAI
mutual funds.

WHY IS THIS REORGANIZATION TAKING PLACE?

Over the past several months,  IAI management has given extensive  consideration
to our  company's  ability to remain  competitive  in an  environment  where the
amounts of assets under management is becoming more and more important.  IAI and
the Board of Directors  believe that larger mutual fund companies will be in the
best position to offer excellent products and services in the years ahead as the
mutual fund industry matures.

Management concluded that Federated Investors, with $125 billion of assets under
management  across a broad  product  line,  is in a good position to provide the
high-quality  investment  management and related  services that our shareholders
deserve. Thus, the reorganization is being proposed in conjunction with the sale
by IAI of its mutual fund advisory business to Federated.  On June 16, 2000, IAI
and Federated reached a definitive agreement covering such sale.

WHEN WILL THIS REORGANIZATION BECOME EFFECTIVE?

The reorganization is scheduled to be effective in mid-September.  Shortly after
the reorganization has been approved,  you will receive new account  information
on your ownership in the corresponding Federated Fund.


<PAGE>

Q&A (con't.)
--------------------------------------------------------------------------------
WHAT DO I HAVE TO DO TO BECOME A SHAREHOLDER IN THE FEDERATED FUNDS?

Shareholders  are being asked to approve this  reorganization  through voting at
the Special Meeting of  Shareholders,  which is scheduled to occur in September.
Your vote is very  important.  You have the flexibility to cast your vote either
by phone, Internet or mail.

Upon shareholder  approval of the  reorganization,  shareholders'  accounts will
automatically be transferred to the corresponding Federated Fund.

WHAT WILL HAPPEN TO MY IAI ACCOUNT?

After  the  reorganization,  shareholders  will be  assigned  a new  account  at
Federated  and  the IAI  accounts  will  be  closed.  This  process  will  occur
automatically, with no action required by you.

WILL  ALL OF MY  CURRENT  ACCOUNT  OPTIONS  SUCH  AS  SYSTEMATIC  PURCHASES  AND
WITHDRAWAL PLANS TRANSFER OVER TO FEDERATED?

Various types of account servicing  features will transfer  automatically to new
Federated accounts. Shortly after the reorganization,  shareholders will receive
information  that  further  describes  these  options,  along  with  Federated's
diversified product line and world-class shareholder services.

WHAT BENEFITS WILL I HAVE AS A FEDERATED SHAREHOLDER?

With over 45 years of  investment  management  experience,  Federated has made a
significant  commitment to developing superior portfolio  management  strategies
and world-class shareholder services.  Federated has a diversified product line,
strong performance history and competitive fund expenses. Shareholders of record
at the time of the reorganization  will be allowed to purchase the shares of any
Federated  mutual fund in the future without paying any front-end  sales charge,
assuming shareholders meet the Federated Fund's minimum investment  requirement.
(IAI Money Market Fund will be reorganized  into Automated Cash Management Trust
("ACMT"),  which has a $25,000  minimum  investment  requirement.  This  minimum
investment  requirement  will be waived for IAI Fund  shareholders in connection
with the reorganization and any subsequent purchases or exchanges into ACMT.)

WILL I INCUR TAXES AS A RESULT OF THIS REORGANIZATION?

This  reorganization  is expected to be a tax-free event.  Shareholders will not
incur  capital  gains or  losses on the  conversion  from IAI Fund  shares  into
Federated Fund shares as a result of this reorganization.  Furthermore, the cost
basis on each investment will remain the same.

Shareholders  will  incur  capital  gains or losses if they sell  their IAI Fund
shares  before the  reorganization  becomes  effective  or  sell/exchange  their
Federated Fund shares after the reorganization  becomes effective.  Shareholders
will also be responsible for tax obligations associated with monthly or periodic
distributions  that  occur  prior  to  the  reorganization.   Please  note  that
retirement accounts are exempt from such tax issues.

WHERE CAN I GET MORE INFORMATION ABOUT THIS REORGANIZATION?

Contact IAI at 1-800-945-3863.

WHERE CAN I GET MORE INFORMATION ABOUT THE FEDERATED FUNDS?

Visit  Federated's  website  at  www.federatedinvestors.com  or  call  Federated
Investors at  1-800-341-7400.  Additionally,  we  encourage  you to contact your
financial advisor.

[SIDEBAR]
WITH OVER 45 YEARS OF  INVESTMENT  MANAGEMENT  EXPERIENCE,  FEDERATED HAS MADE A
SIGNIFICANT  COMMITMENT TO DEVELOPING SUPERIOR PORTFOLIO  MANAGEMENT  STRATEGIES
AND WORLD-CLASS SHAREHOLDER SERVICES.


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