IAI INTERNATIONAL FUND
(a series of IAI Investment Funds III, 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 III, Inc. ("Company") and relates to the proposal with respect
to the Company, on behalf of IAI International 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 INTERNATIONAL FUND
(a series of IAI Investment Funds III, Inc.)
Vote On Proposal FOR AGAINST ABSTAIN
To approve a proposed Agreement and Plan / / / / / /
of Reorganization and Termination
("Plan") between IAI Investment Funds
III, Inc. ("IAI III), on behalf of IAI
International Fund ("IAI Fund") and
Federated International Series Inc., on
behalf of Federated International Equity
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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