IAI BALANCED FUND
                   (a series of IAI Investment Funds VI, 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 VI, Inc.  ("Company") and relates to the proposal with respect
to the  Company,  on  behalf  of IAI  Balanced  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




             DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS
                        VALID ONLY WHEN SIGNED AND DATED.

                                IAI BALANCED FUND
                  (a series of IAI Investment Funds VI, Inc.)

Vote On Proposal                                       FOR    AGAINST   ABSTAIN

    To approve a proposed  Agreement  nd Plan          / /      / /        / /
    of    Reorganization    and   Termination
    ("Plan") between IAI Investment Funds VI,
    Inc. ("IAI VI), on behalf of IAI Balanced
    Fund ("IAI Fund") and Federated Stock and
    Bond Fund, Inc., 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.  A vote in
    favor of the Plan also will be considered
    a vote in  favor of an  amendment  to the
    Articles   of    Incorporation   of   IAI
    Investment  Funds VI, Inc.,  of which the
    IAI Fund is a series,  required to effect
    the reorganization.

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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