SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)

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 ss. 240.14a-11(c) or ss. 240.14a-12

American Municipal Term Trust Inc.
American Municipal Term Trust Inc.--II
American Municipal Term Trust Inc.--III
Minnesota Municipal Term Trust Inc.
Minnesota Municipal Term Trust Inc.--II
American Municipal Income Portfolio Inc.
Minnesota Municipal Income Portfolio Inc.
-------------------------------------------------------
(Name of Registrant as Specified in its Charter)

(specify)
----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a96(i)(4) and O-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 by written preliminary 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:

AMERICAN MUNICIPAL TERM TRUST INC., AMERICAN MUNICIPAL TERM TRUST INC.--II,
AMERICAN MUNICIPAL TERM TRUST INC.--III, MINNESOTA MUNICIPAL TERM TRUST INC.,
MINNESOTA MUNICIPAL TERM TRUST INC.--II, AMERICAN MUNICIPAL INCOME
PORTFOLIO INC. , MINNESOTA MUNICIPAL INCOME PORTFOLIO INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 3, 2000

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
American Municipal Term Trust Inc., American Municipal Term Trust Inc.--II,
American Municipal Term Trust Inc.--III, Minnesota Municipal Term Trust Inc.,
Minnesota Municipal Term Trust Inc.--II, American Municipal Income Portfolio
Inc. and Minnesota Municipal Income Portfolio Inc. (individually, a "Fund" and
collectively, the "Funds") will be held at 9:00 a.m., Central Time, on Thursday,
August 3, 2000, on the 7th floor of U.S. Bank Place, 601 Second Avenue South,
Minneapolis, Minnesota 55402. The purposes of the meeting are as follow:

1. To decrease the size of each Fund's Board of Directors to
eight members.

2. To elect a Board of Directors, with

* the common shareholders and the preferred
shareholders, voting together as a single class,
electing six directors; and
* the preferred shareholders, voting alone, electing
two directors.

3. To ratify the selection of Ernst & Young LLP as independent
public accountants of each Fund for the current fiscal year.

4. For American Municipal Term Trust Inc. only, to approve a Plan
of Liquidation and Dissolution for the Fund, providing for the
sale of all of the assets of the Fund and the distribution of
the proceeds to Fund shareholders on or shortly before April
15, 2001.

5. To transact such other business as may properly come before
the meeting.

EACH FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS APPROVAL OF EACH
ITEM LISTED ON THIS NOTICE OF ANNUAL MEETING OF SHAREHOLDERS.

Shareholders of record as of the close of business on June 5, 2000 are
entitled to notice of, and to vote at, the meeting or any adjournment(s)
thereof.

YOU CAN VOTE EASILY AND QUICKLY BY TOLL-FREE TELEPHONE CALL, BY
INTERNET OR BY MAIL. JUST FOLLOW THE INSTRUCTIONS THAT APPEAR ON YOUR ENCLOSED
PROXY CARD. PLEASE HELP THE FUND AVOID THE COST OF A FOLLOW-UP MAILING BY VOTING
TODAY.

June 26, 2000

Christopher J. Smith
Secretary

PROXY STATEMENT

AMERICAN MUNICIPAL TERM TRUST INC.
AMERICAN MUNICIPAL TERM TRUST INC.--II
AMERICAN MUNICIPAL TERM TRUST INC.--III
MINNESOTA MUNICIPAL TERM TRUST INC.
MINNESOTA MUNICIPAL TERM TRUST INC.--II
AMERICAN MUNICIPAL INCOME PORTFOLIO INC.
MINNESOTA MUNICIPAL INCOME PORTFOLIO INC.

ANNUAL MEETING OF SHAREHOLDERS -- AUGUST 3, 2000

The enclosed proxy is solicited by the Board of Directors of American
Municipal Term Trust Inc., American Municipal Term Trust Inc.--II, American
Municipal Term Trust Inc.--III, Minnesota Municipal Term Trust Inc. , Minnesota
Municipal Term Trust Inc.--II, American Municipal Income Portfolio Inc. and
Minnesota Municipal Income Portfolio Inc. (individually, a "Fund" and
collectively, the "Funds") in connection with each Fund's annual meeting of
shareholders to be held Thursday, August 3, 2000, and any adjournments thereof.

The costs of solicitation, including the cost of preparing and mailing
the Notice of Meeting of Shareholders and this Proxy Statement, will be
allocated among and borne by the Funds. Mailing of the Notice of Meeting of
Shareholders and this Proxy Statement will take place on approximately June 26,
2000. Representatives of U.S. Bank National Association ("U.S. Bank" or the
"Adviser"), the investment adviser and administrator of each Fund, may, without
cost to the Funds, solicit proxies on behalf of management of the Funds by means
of mail, telephone or personal calls. The Adviser may also arrange for an
outside firm, Shareholder Communications Corporation, to solicit shareholder
votes by telephone on behalf of American Municipal Term Trust. This procedure is
expected to cost approximately $9,000, which will be paid by American Municipal
Term Trust. The address of the Funds and U.S. Bank is 601 Second Avenue South,
Minneapolis, Minnesota 55402.

In order for the shareholder meeting to go forward for a Fund, there
must be a quorum. This means that at least a majority of that Fund's shares must
be represented at the meeting -- either in person or by proxy. All returned
proxies count toward a quorum, regardless of how they are voted. An abstention
or a vote withheld will be counted as shares present at the meeting in
determining whether a proposal has been approved, and will have the same effect
as a vote "against" the proposal. If a proxy is returned with a broker non-vote
on a proposal, the shareholder will be considered present for purposes of
determining whether there is a quorum, but will not be counted as present and
entitled to vote with respect to that proposal. (Broker non-votes are shares for
which (a) the underlying owner has not voted and (b) the broker holding the
shares does not have discretionary authority to vote on the particular matter.)
If a quorum is not obtained or if sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation of proxies. In
determining whether to adjourn the meeting, the following factors may be
considered: the nature of the proposal; the percentage of votes actually cast;
the percentage of negative votes actually cast; the nature of any further
solicitation; and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require a vote in favor
of the adjournment by the holders of a majority of the shares present in person
or by proxy at the meeting (or any adjournment of the meeting).

You may revoke your proxy at any time up until voting results are
announced at the shareholder meeting. You can do this by writing to the Funds'
Secretary, or by voting in person at the meeting and notifying the election

judge that you are revoking your proxy. In addition, you can revoke a prior
proxy simply by voting again -- using your original proxy card or by internet or
toll-free telephone call. If you return an executed proxy card without
instructions, your shares will be voted "for" each proposal.

So far as the Board of Directors is aware, no matters other than those
described in this Proxy Statement will be acted upon at the meeting. Should any
other matters properly come before the meeting calling for a vote of
shareholders, it is the intention of the persons named as proxies to vote upon
such matters according to their best judgment.

Only shareholders of record of each Fund on June 5, 2000 may vote at
the meeting or any adjournment thereof. As of that date, the Funds had the
following numbers of issued and outstanding common and preferred shares:

AMERICAN AMERICAN MINNESOTA AMERICAN MINNESOTA
AMERICAN MUNICIPAL MUNICIPAL MINNESOTA MUNICIPAL MUNICIPAL MUNICIPAL
MUNICIPAL TERM TRUST TERM TRUST MUNICIPAL TERM TRUST INCOME INCOME
TERM TRUST II III TERM TRUST II PORTFOLIO PORTFOLIO
------------ ------------ ------------ ------------ ------------ ------------ ------------

Common Shares 8,455,000 7,355,820 5,300,000 5,732,710 3,460,000 5,756,267 4,146,743
Preferred Shares 1,700 1,480 1,064 1,152 694 1,740 1,244

Each shareholder of a Fund is entitled to one vote for each share held.
None of the matters to be presented at the meeting will entitle any shareholder
to cumulative voting or appraisal rights. No person, to the knowledge of Fund
management, was the beneficial owner of more than 5% of any class of voting
shares of any Fund as of June 5, 2000, except as follows:

NUMBER OF PERCENTAGE
SHARES OF OWNERSHIP OF
FUND RECORD HOLDER/ADDRESS COMMON STOCK COMMON STOCK
- ---- --------------------- ------------ ------------

American Municipal Term Trust Sit Investment Associates, Inc. and affiliated entities 951,000 11.25%
("Sit Investment Associates")
4600 Norwest Center
Minneapolis, MN

Karpus Management, Inc. ("Karpus Management") 776,625 9.19%
14 Toby Village Office Park
Pittsford, NY

American Municipal Term Trust II Sit Investment Associates 698,000 9.49%
Karpus Management 776,625 10.56%

American Municipal Term Trust III Sit Investment Associates 347,000 6.55%

Minnesota Municipal Term Trust Sit Investment Associates 552,300 9.63%

Minnesota Municipal Term Trust II Sit Investment Associates 424,700 12.27%

- 2 -

The following table indicates which shareholders are solicited with
respect to each proposal:

COMMON PREFERRED
COMMON PREFERRED SHAREHOLDERS OF SHAREHOLDERS OF
SHAREHOLDERS SHAREHOLDERS AMERICAN MUNICIPAL AMERICAN MUNICIPAL
PROPOSAL OF ALL FUNDS OF ALL FUNDS TERM TRUST ONLY TERM TRUST ONLY
- -------- ------------ ------------ --------------- ---------------

Reduce the size of the Board of Directors to
eight X X N/A N/A

Elect six directors (Robert J. Dayton, Andrew
M. Hunter III, John M. Murphy, Jr., Robert
L. Spies, Joseph D. Strauss and Virginia L.
Stringer) X X N/A N/A

Elect two directors (Roger A. Gibson and
Leonard W. Kedrowski) N/A X N/A N/A

Ratify the selection of independent public
accountants X X N/A N/A

Approve a Plan of Liquidation and
Dissolution N/A N/A X X

A COPY OF EACH FUND'S MOST RECENT ANNUAL REPORT IS AVAILABLE TO
SHAREHOLDERS UPON REQUEST IF YOU WOULD LIKE TO RECEIVE A COPY, PLEASE CONTACT
THE FUNDS AT 601 SECOND AVENUE SOUTH, MINNEAPOLIS, MINNESOTA 55402, OR CALL
800-722-7161 AND ONE WILL BE SENT, WITHOUT CHARGE, BY FIRST-CLASS MAIL WITHIN
THREE BUSINESS DAYS OF YOUR REQUEST.

PROPOSAL ONE
DECREASE THE SIZE OF THE BOARD OF DIRECTORS

At the meeting, shareholders of each Fund will be asked to decrease the
size of the Board of Directors from nine to eight. Under Minnesota law, while a
corporation's board of directors has the power to increase the number of
directors, shareholders must approve a decrease in the size of the board. The
directors recommend that the size of each Fund's Board of Directors be decreased
from nine to eight, the number of individuals currently serving on the Board of
Directors. A vacancy has existed on the Board of Directors of each Fund since
the death of Fund director David T. Bennett in September 1999.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND
VOTE IN FAVOR OF THE PROPOSED DECREASE IN SIZE OF THE BOARD OF DIRECTORS. For
each Fund, the vote of a majority of the shares represented at the meeting is
sufficient to approve the proposal, provided at least a quorum (a majority of
the outstanding preferred shares and common shares) is represented in person or
by proxy. The preferred shareholders and the common shareholders vote together
as a single class. Unless otherwise instructed, the proxies will vote for
approval of the proposed decrease.

- 3 -

PROPOSAL TWO
ELECTION OF DIRECTORS

At the meeting, shareholders of each Fund will be asked to elect the
members of that Fund's Board of Directors. Listed below are the nominees for
director to be elected by the shareholders of each Fund. Each director is
currently a director of each Fund and has served as such since August 1998,
except for Mr. Murphy, who has served as a director of the Funds since June
1999.

Under normal circumstances, each Fund's preferred shareholders are
entitled to elect two of such Fund's Directors, and the remaining directors are
to be elected by the preferred shareholders and the common shareholders, voting
together as a single class. The nominees for director to be elected by the
preferred shareholders are Roger A. Gibson and Leonard W. Kedrowski. The
remaining nominees listed below are to be elected by the preferred shareholders
and the common shareholders, voting together.

It is intended that the enclosed proxy will be voted for the election
of the persons named below as directors of each Fund unless such authority has
been withheld in the proxy. The term of office of each person elected will be
until the next annual meeting of shareholders or until his or her successor is
duly elected and shall qualify. Pertinent information regarding each nominee's
principal occupation and business experience during the past five years is set
forth below. Unless otherwise indicated, all positions have been held more than
five years. Each nominee also serves as a director of all other closed-end and
open-end investment companies managed by U.S. Bank (the "Fund Complex"). There
are currently a total of eleven closed-end investment companies and four
open-end investment companies consisting of 41 funds in the Fund Complex.

- 4 -

NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE DURING PAST 5 YEARS
- ------------ ----------------------------------------------------------------

Robert J. Dayton, 56 Chief Executive Officer and Chairman (1989-1993) of Okabena Company (a private family
investment office).

Roger A. Gibson, 53 Vice President of North America-Mountain Region for United Airlines since June 1995; prior to
which he was Vice President, Customer Service for United Airlines in the West Region in San
Francisco, California and the Mountain Region in Denver, Colorado; employed at United
Airlines since 1967.

Andrew M. Hunter III, 51 Chairman of Hunter, Keith Industries, Inc., a diversified manufacturing and management services
company.

Leonard W. Kedrowski, 57 Owner and President of Executive Management Consulting, Inc., a management consulting firm;
prior to which he was Vice President, Chief Financial Officer, Treasurer, Secretary and Director
of Anderson Corporation, a large privately-held manufacturer of wood windows, from 1983 to 1992.

John M. Murphy, Jr.,* 58 Executive Vice President of U.S. Bancorp since January 1999; prior to which he was Chairman
and Chief Investment Officer of First American Asset Management and U.S. Bank Trust, N.A.,
and Executive Vice President of U.S. Bancorp from 1991 to 1999.

Robert L. Spies,* 64 Director, Iowa Trust and Savings Bank, Emmetsburg, Iowa; prior to which he was employed by
First Bank System, Inc. (the predecessor of U.S. Bancorp) and subsidiaries from 1957 to January
1997, most recently as Vice President, First Bank National Association.

Joseph D. Strauss, 58 Owner and President, Strauss Management Company since 1988; owner and President, Community
Resource Partnerships, Inc., a business focused on creating economic development and
redevelopment tools for local units of government; attorney-at-law; past Chair of the Boards of
Directors of the open-end investment companies in the Fund Complex from 1993 to September 1997.

Virginia L. Stringer, 54 Chair of the Boards of Directors of all open-end and closed-end investment companies in the
Fund Complex since September 1997; Owner and President, Strategic Management Resources, Inc.;
prior to which she was President and Director of The Inventure Group, a management consulting and
training company; President of Scott's, Inc., a transportation company; and Vice President of
Human Resources of The Pillsbury Company.

- ---------------
* Denotes directors who are considered to be "interested persons" (as defined by
the 1940 Act) of the Funds.

As of June 5, 2000, the officers and directors of each Fund as a group
beneficially owned less than 1% of each class of outstanding shares of such
Fund. No director of the Funds has any material interest in any material
transaction that occurred since the beginning of any Fund's most recently
completed fiscal year, or in any proposed material transaction to which U.S.
Bank or any of its affiliates was or is to be a party.

The Board of Directors of each Fund has established an Audit Committee
which currently consists of Messrs. Gibson, Spies and Strauss, Ms. Stringer (ex
officio) and Mr. Kedrowski, who serves as its chairperson. Mr. Spies is
considered an "interested person" of the Funds under the 1940 Act. The Audit
Committee met five times during the fiscal year of American Municipal Term
Trust, American Municipal Term Trust II, American Municipal

- 5 -

Term Trust III, Minnesota Municipal Term Trust and Minnesota Municipal Term
Trust II ended December 31, 1999 and four times during the fiscal year of
American Municipal Income Portfolio and Minnesota Municipal Income Portfolio
ended January 31, 2000. The functions to be performed by the Audit Committee are
to recommend annually to the Board a firm of independent certified public
accountants to audit the books and records of each Fund for the ensuing year; to
monitor that firm's performance; to review with the firm the scope and results
of each audit and determine the need, if any, to extend audit procedures; to
confer with the firm and representatives of each Fund on matters concerning the
Fund's financial statements and reports including the appropriateness of its
accounting practices and of its financial controls and procedures; to evaluate
the independence of the firm; to review procedures to safeguard portfolio
securities; to review the purchase by each Fund from the firm of non-audit
services; to review all fees paid to the firm; and to facilitate communications
between the firm and the Funds' officers and directors.

The Board of Directors also has a Nominating Committee, the functions
of which are, among others, to recommend to the Board nominees for election as
directors consistent with the needs of the Board and the Funds and to recommend
to the Board compensation plans and arrangements for directors. Current members
of the Nominating Committee are Messrs. Gibson and Kedrowski, Ms. Stringer (ex
officio), and Mr. Hunter, who serves as its chairperson. The Nominating
Committee met four times during the last fiscal year of American Municipal Term
Trust, American Municipal Term Trust II, American Municipal Term Trust III,
Minnesota Municipal Term Trust and Minnesota Municipal Term Trust II and three
times during the last fiscal year of American Municipal Income Portfolio and
Minnesota Municipal Income Portfolio. Any recommendations should be directed to
the Secretary of the Funds, who will forward them to the Nominating Committee.
The Nominating Committee will consider nominees recommended by shareholders if
the Committee is considering other nominees at the time of the recommendation
and if the nominee meets the Committee's criteria.

During the last fiscal year of each Fund there were four meetings of
the Board of Directors. Each director attended at least 75% of all meetings of
the Board of Directors and of committees of which he or she was a member that
were held while he or she was serving on the Board of Directors or on such
committee.

No compensation is paid by the Funds to any director who is an officer
or employee of U.S. Bank or any of its affiliates. Each director, other than the
Chair, currently receives an annual retainer from the Fund Complex of $27,000
and a fee of $4,000 for each full Board meeting attended. The Board Chair
receives an annual retainer of $40,500 and a fee of $6,000 for each full Board
meeting attended. Each committee member, other than the chair of the applicable
committee, receives a fee of $1,200 for each committee meeting attended; the
chair of a committee receives a fee of $1,800. Directors also receive a fee of
$500 for telephonic Board or committee meetings. The Board or Committee Chair
receives a fee of $750 for such meetings. Directors are also reimbursed for
travel expenses and, in certain cases, receive a per diem fee of $1,500 when
traveling out of town on Fund business. The amounts specified in this paragraph
are allocated among the Funds and the other closed- and open-end investment
companies in the Fund Complex on the basis of net assets.

The following table sets forth the compensation received by each
director from each Fund for its most recent fiscal year, as well as the total
compensation received by each director from the Fund Complex for the twelve-
months ended December 31, 1999. Mr. Murphy did not receive any compensation from
any of the Funds during these periods.

- 6 -

DAYTON GIBSON HUNTER KEDROWSKI SPIES STRAUSS STRINGER
--------- --------- --------- ----------- -------- --------- ---------

American Municipal Term Trust $ 353 $ 350 $ 334 $ 401 $ 378 $ 462 $ 492
American Municipal Term Trust II $ 353 $ 350 $ 334 $ 401 $ 378 $ 462 $ 492
American Municipal Term Trust III $ 353 $ 350 $ 334 $ 401 $ 378 $ 462 $ 492
Minnesota Municipal Term Trust $ 353 $ 350 $ 334 $ 401 $ 378 $ 462 $ 492
Minnesota Municipal Term Trust II $ 353 $ 350 $ 334 $ 401 $ 378 $ 462 $ 492
American Municipal Income Portfolio $ 353 $ 350 $ 334 $ 401 $ 378 $ 462 $ 492
Minnesota Municipal Income Portfolio $ 353 $ 350 $ 334 $ 401 $ 378 $ 462 $ 492
Total from Above Funds $ 2,471 $ 2,450 $ 2,338 $ 2,807 $ 2,646 $ 3,234 $ 3,444
Total from Fund Complex* $ 55,800 $ 55,300 $ 52,800 $ 63,400 $ 59,800 $ 73,000 $ 77,700

- --------------------
*Currently consists of four open-end and eleven closed-end investment companies
managed by U.S. Bank, including the Funds.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR
OF ALL NOMINEES TO SERVE AS DIRECTORS. For each Fund, (i) the vote of a majority
of the preferred shares represented at the meeting is sufficient for the
election of Mr. Gibson and Mr. Kedrowski, provided at least a quorum (a majority
of the outstanding preferred shares) is represented in person or by proxy, and
(ii) the vote of a majority of the preferred shares and common shares
represented at the meeting, voting together as a single class, is sufficient for
the election of each of the other nominees, provided at least a quorum (a
majority of the outstanding preferred shares and common shares) is represented
in person or by proxy. Unless otherwise instructed, the proxies will vote for
all nominees. In the event any of the above nominees are not candidates for
election at the meeting, the proxies will vote for such other persons as the
Board of directors may designate. Nothing currently indicates that such a
situation will arise.

PROPOSAL THREE
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Investment Company Act of 1940 (the "1940 Act") provides that every
registered investment company shall be audited at least once each year by
independent public accountants selected by a majority of the directors of the
investment company who are not interested persons of the investment company or
its investment adviser. The 1940 Act requires that the selection be submitted
for ratification or rejection by the shareholders at their next annual meeting
following the selection.

The directors, including a majority who are not interested persons of
U.S. Bank or the Funds, have selected Ernst & Young LLP ("Ernst & Young") to be
the Funds' independent public accountants for each Fund's current fiscal year.
Ernst & Young has no direct or material indirect financial interest in the Funds
or in U.S. Bank, other than receipt of fees for services to the Funds and U.S.
Bank and its affiliates. Ernst & Young also serves as the independent public
accountants for each of the other investment companies managed by U.S. Bank and
as the independent public accountants for U.S. Bank and its affiliates.

Representatives of Ernst & Young are expected to be present at the
meeting. Such representatives will have the opportunity to make a statement to
shareholders if they choose to do so and are expected to be available to respond
to appropriate questions.

- 7 -

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR
OF THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG. For each Fund, the vote
of a majority of the shares represented at the meeting is sufficient for the
ratification of the selection of the independent public accountants, provided at
least a quorum (a majority of the outstanding shares) is represented in person
or by proxy. The preferred shareholders and the common shareholders vote
together as a single class. Unless otherwise instructed, the proxies will vote
for the ratification of the selection of Ernst & Young as each Fund's
independent public accountants.

PROPOSAL FOUR
APPROVAL OF A PLAN OF LIQUIDATION AND DISSOLUTION
FOR AMERICAN MUNICIPAL TERM TRUST INC.

Common shares of American Municipal Term Trust were first offered to
the public in March 1991and have been listed on the New York Stock Exchange
since that time under the symbol "AXT." The investment objectives of American
Municipal Term Trust are to provide high current income exempt from regular
federal income tax and to return to investors $10 per share of common stock then
outstanding (the initial offering price per share) upon termination of the Fund.
Termination of the Fund is expected to occur on or shortly before April 15,
2001, although the Fund's termination may be extended to a date no later than
April 15, 2006 to assist the Fund in meeting its objective of returning $10 per
share of common stock.

As of December 31, 1999, the Fund's net asset value per share of common
stock was $10.72. The components of this net asset value can be summarized as
follows:

Initial offering price $ 10.00

Initial offering and underwriting expenses (common and preferred stock) ($ 0.67)

Accumulated realized gains or losses at 12/31/99 $ 0.00
------
SUBTOTAL $ 9.33
------
Dividend reserve (undistributed net investment income) at 12/31/99 $ 0.79

Unrealized appreciation on investments at 12/31/99 $ 0.60
------
NET ASSET VALUE PER SHARE ON 12/31/99 $ 10.72
=======

The Fund's net asset value per share is expected to decline as the Fund
nears its targeted termination date. Several factors are expected to contribute
to this decline. A number of bonds currently held by the Fund have market values
in excess of their maturity or redemption values. As the maturity and/or
refunding dates of these bonds approach, their market prices will converge
toward prices that are at or near their maturity or refunding prices. In
addition, as the Fund approaches termination and as opportunities arise, the
Adviser may continue to sell longer maturity bonds in favor of bonds with
shorter maturities, and lower coupons, that come due closer to the Fund's
targeted termination date. Any gains realized as a result of these sales will be
distributed to shareholders, reducing the Fund's net asset value. In addition,
if the newly purchased, shorter-maturity bonds pay insufficient income to
maintain the Fund's current dividend, the Fund's dividend reserve may be used to
supplement dividends on the common and/or preferred stock. Nevertheless, the
Adviser currently anticipates that the Fund will be able to return at least $10
per share to common shareholders on or shortly before April 15, 2001. However,
in order to do so, shareholder approval of the Fund's liquidation is required.

- 8 -

On May 18, 2000, the Fund's Board of Directors held a meeting at which
the liquidation of the Fund was discussed. Because of the likelihood that the
Fund will be able to distribute $10 per share to common shareholders on or
shortly before the targeted termination date of April 15, 2001, the Board
adopted a Plan of Liquidation and Dissolution of American Municipal Term Trust
Inc. ("Liquidation Plan"), subject to shareholder approval. A copy of the
Liquidation Plan is attached as Exhibit A to this Proxy Statement. If the
Liquidation Plan is approved by shareholders, the portfolio securities and other
assets of the Fund will be sold, creditors will be paid or reserves for such
payments will be established, and the net proceeds of such sales will be
distributed to common shareholders in cash, pro rata in accordance with their
shareholdings. These processes will commence at such time as the Adviser
determines is necessary to result in the distribution of the Fund's assets to
common shareholders in cash on or shortly before April 15, 2001.

Before commencing the liquidation, the Fund will redeem any shares of
preferred stock that remain outstanding at a liquidation preference of $25,000
per share. The Fund has announced that it will redeem 800 shares of preferred
stock on July 13, 2000. The remainder of the shares of preferred stock will be
redeemed over time, as market conditions dictate. To date, having preferred
stock outstanding has worked to the benefit of common shareholders.
Intermediate- and long-term interest rates that the Fund has earned on
investments made with the proceeds from the sale of preferred stock have
generally been higher than the short-term rates the Fund has had to pay on the
preferred stock. However, as longer-term bonds in the Fund's portfolio have
matured, the Fund has reinvested the proceeds in shorter-term bonds maturing
closer to the Fund's anticipated liquidation date, which have paid lower rates.
Going forward, it is anticipated that proceeds from maturing bonds will be
invested at rates that are lower than the interest rate the Fund is currently
required to pay on its outstanding preferred stock. Thus, it will be
advantageous to common shareholders to redeem preferred shares.

The Liquidation Plan provides that, if the Adviser does not believe
that the Fund will be able to distribute at least $10 per share to common
shareholders on April 15, 2001, the Adviser, in its sole discretion, may delay
the commencement of liquidation in attempt to enable the Fund to meet this
objective, provided that the final distribution of the Fund's assets to common
shareholders may occur no later than April 15, 2006. However, the Adviser
currently anticipates that the Fund will be able to return at least $10 per
share to common shareholders on or shortly before April 15, 2001. EVEN IF THE
ADVISER BELIEVES, AT THE COMMENCEMENT OF THE LIQUIDATION PROCESS, THAT THE FUND
WILL BE ABLE TO DISTRIBUTE $10 PER SHARE, THERE CAN BE NO GUARANTEE THAT THIS
WILL OCCUR.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
FOR THE PLAN OF LIQUIDATION AND DISSOLUTION.

DESCRIPTION OF THE LIQUIDATION PLAN AND RELATED TRANSACTIONS

If the Liquidation Plan is approved by the Fund's shareholders, the
Fund will file a notice of intent to dissolve with the Minnesota Secretary of
State at such time as the Adviser determines is necessary to result in the
distribution of the Fund's asset to shareholders on or shortly before April 15,
2001, or such later date as the Adviser believes is necessary to assist the Fund
in meeting its objective of returning $10 per share to common shareholders. The
determination of this date will be in the sole discretion of the Adviser,
provided that in no event will the final distribution of the Fund's assets to
common shareholders be delayed to a date later than April 15, 2006. When such
notice of intent to dissolve has been filed, the Fund will cease to carry on its
business and will proceed to sell all of it portfolio securities and other
assets for cash at one or more public or private sales and at such prices and on
such

- 9 -

terms and conditions as the Adviser determines to be reasonable and in the best
interests of the Fund and its shareholders. The Fund then will apply its assets
to the payment, satisfaction and discharge of all existing debts and obligations
of the Fund, and distribute in one or more payments the remaining assets among
the shareholders of the Fund, with each shareholder receiving his or her
proportionate share of each liquidation distribution in cash. Thereafter, the
Fund will file articles of dissolution with the Minnesota Secretary of State in
accordance with Minnesota law. Upon such filing, the Fund will be statutorily
dissolved and will cease to exist, and no shareholder will have any interest
whatsoever in the Fund. The expenses of liquidation of the Fund will be borne by
the Fund.

If the Liquidation Plan is adopted, the Adviser currently estimates
that the liquidation distributions will be paid to shareholders on or before
April 15, 2001. However, the exact date of the liquidation distributions will
depend on the time required to liquidate the Fund's assets. The Fund may, if
deemed appropriate, hold back sufficient assets to deal with any disputed claims
or other contingent liabilities which may then exist against the Fund. Any
amount that is held back relating to any such claim will be deducted pro rata
from the net assets distributable to shareholders and held until the claim is
settled or otherwise determined. The Adviser does not anticipate, however, that
it will be necessary to hold back any assets to deal with disputed claims or
other contingent liabilities. Articles of dissolution may not be filed by the
Fund until claims of all known creditors and claimants have been paid or
adequately provided for. In the event that claims are not adequately provided
for or are brought after dissolution by previously unknown creditors or
claimants, Fund directors and officers could be held personally liable. In
addition, claims possibly could be pursued against shareholders to the extent of
distributions received by them in liquidation.

The Fund does not currently intend to create a trust to administer
liquidation distributions; however, in the event the Fund is unable to
distribute all of its assets pursuant to the Liquidation Plan because of its
inability to locate shareholders to whom liquidation distributions are payable,
the Fund may create a liquidating trust with a financial institution and deposit
any remaining assets of the Fund in such trust for the benefit of the
shareholders that cannot be located. The expenses of any such trust will be
charged against the liquidation distributions held therein.

As soon as practicable after the distribution of all the Fund's assets
in complete liquidation, the officers of the Fund will close the books of the
Fund and prepare and file, in a timely manner, any and all required income tax
returns and other documents and instruments. The Fund will also file a Form N-8F
with the Securities and Exchange Commission when it has distributed
substantially all of its assets to shareholders and has effected, or is in the
process of effecting, a winding up of its affairs in order to deregister the
Fund under the Investment Company Act of 1940, and file, or cause to be filed,
any and all other reports, documents and instruments necessary to terminate the
regulation of the Fund and its business and affairs by the Commission.

If shareholders do not approve the Liquidation Plan, the Fund's Board
of Directors will consider other options, including asking shareholders to
approve conversion of the Fund to a "perpetual" fund without a termination date,
or resubmitting the Liquidation Plan to shareholders.

- 10 -

EXCHANGE OF STOCK CERTIFICATES FOR LIQUIDATION DISTRIBUTIONS

Prior to completion of the liquidation, the Fund will send to its
shareholders of record (shareholders with stock certificates) a letter of
transmittal form for the purpose of exchanging each shareholder's Fund shares
for liquidation distributions. Shareholders whose shares are held in the name of
their broker or other financial institution will receive their distributions
through their nominee firms. No amount will be distributed by the Fund to a
shareholder of record unless and until such shareholder delivers to the Fund a
signed letter of transmittal form and the certificates representing the
shareholder's Fund shares or, in the event a share certificate has been lost, a
lost certificate affidavit and such surety bonds and other documents and
instruments as are reasonably required by the Fund, together with appropriate
forms of assignment, endorsed in blank and with any and all signatures thereon
guaranteed by a financial institution reasonably acceptable to the Fund.

If the Liquidation Plan is adopted, the Fund anticipates that its
shares will stop trading on the New York Stock Exchange shortly before the
Fund's final liquidation distribution. Prior to that time, the right of a
shareholder to sell his or her Fund shares on the Exchange will not be impaired.
The Fund expects that on or about the date of its final liquidation
distribution, the listing of the Fund's shares on the Exchange will terminate.

FEDERAL INCOME TAX CONSEQUENCES

PAYMENT BY THE FUND OF LIQUIDATION DISTRIBUTIONS TO SHAREHOLDERS WILL
BE A TAXABLE EVENT. BECAUSE THE INCOME TAX CONSEQUENCES FOR A PARTICULAR
SHAREHOLDER MAY VARY DEPENDING ON INDIVIDUAL CIRCUMSTANCES, EACH SHAREHOLDER IS
URGED TO CONSULT HIS OR HER OWN TAX ADVISER CONCERNING THE FEDERAL, STATE AND
LOCAL TAX CONSEQUENCES OF RECEIPT OF A LIQUIDATING DISTRIBUTION.

The Fund currently qualifies, and intends to continue to qualify
through the end of the liquidation period, for treatment as a regulated
investment company under the Internal Revenue Code of 1986, as amended, so that
it will be relieved of federal income tax on any investment company taxable
income or net capital gain (the excess of net long-term capital gain over net
short-term capital loss) from the sale of its assets to the extent that it
distributes such investment company taxable income and net capital gain to
shareholders.

The payment of liquidation distributions will be a taxable event to
shareholders. Each shareholder will be viewed as having sold his or her Fund
shares for an amount equal to the liquidation distribution(s) he or she
receives. Each shareholder will recognize gain or loss in an amount equal to the
difference between (a) the shareholder's adjusted basis in the Fund shares, and
(b) such liquidation distribution(s). The gain or loss will be capital gain or
loss to the shareholder if the Fund shares were capital assets in the
shareholder's hands and generally will be long-term if the Fund shares were held
for more than one year before the liquidation distribution is received.

The Fund generally will be required to withhold tax at the rate of 31%
with respect to any liquidation distribution paid to individuals and certain
other non-corporate shareholders who fail to certify to the Fund that their
social security number or taxpayer identification number provided to the Fund is
correct and that the shareholder is not subject to back-up withholding.

The foregoing summary is generally limited to the material federal
income tax consequences to shareholders who are individual United States
citizens and who hold shares as capital assets. It does not address the

- 11 -

federal income tax consequences to shareholders who are corporations, trusts,
estates, tax-exempt organizations or non- resident aliens. This summary does not
address state or local tax consequences. Shareholders are urged to consult their
own tax advisers to determine the extent of the federal income tax liability
they would incur as a result of receiving a liquidation distribution, as well as
any tax consequences under any applicable state, local or foreign laws.

FINANCIAL HIGHLIGHTS

The following financial highlights for the Fund for the fiscal year
ended December 31, 1999 have been audited by Ernst & Young LLP, independent
auditors, whose report thereon appears in the Fund's annual report to
shareholders for such year. Financial highlights for each of the four years in
the period ended December 31, 1998 were audited by KPMG LLP, whose report dated
February 12, 1999 expressed an unqualified opinion.

YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1999 1998(g) 1997 1996 1995
-------- -------- -------- -------- --------

PER-SHARE DATA
Net asset value, common stock, beginning of period..... $ 11.37 $ 11.51 $ 11.52 $ 11.83 $ 10.52
Operations:
Net investment income............................... 0.90 0.90 0.91 0.93 0.94
Net realized and unrealized gains (losses) on
investments....................................... (0.65) (0.12) (0.02) (0.35) 1.22
-------- -------- -------- -------- --------
Total from operations............................. 0.25 0.78 0.89 0.58 2.16
-------- -------- -------- -------- --------
Distributions to shareholders:
Paid to common shareholders......................... (0.73) (0.65) (0.65) (0.65) (0.65)
Paid to preferred shareholders...................... (0.17) (0.16) (0.17) (0.17) (0.20)
From net realized gains
Paid to common shareholders......................... -- (0.08) (0.06) (0.05) --
Paid to preferred shareholders...................... -- (0.03) (0.02) (0.02) --
-------- -------- -------- -------- --------
Total distributions to shareholders............... (0.90) (0.92) (0.90) (0.89) (0.85)
-------- -------- -------- -------- --------
Net asset value, common stock, end of period........... $ 10.72 $ 11.37 $ 11.51 $ 11.52 $ 11.83
======== ======== ======== ======== ========
Market value, common stock, end of period.............. $ 10.25 $ 11.56 $ 11.50 $ 11.25 $ 11.00
======== ======== ======== ======== ========

- 12 -

YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1999 1998(g) 1997 1996 1995
-------- -------- -------- -------- --------

SELECTED INFORMATION
Total return, common stock, net asset value (a)........ 0.76% 5.37% 6.22% 3.47% 18.93%
Total return, common stock, market value (b)........... (5.17)% 7.11% 8.89% 9.06% 16.91%
Net assets at end of period (in millions).............. $ 133 $ 139 $ 140 $ 140 $ 143
Ratio of expenses to average weekly net assets
applicable to common stock (c)....................... 0.95% 0.90% 0.90% 0.91% 0.88%
Ratio of net investment income to average weekly net
assets applicable to common stock (d) (e)............ 6.58% 6.40% 6.39% 6.57% 6.53%
Portfolio turnover rate (excluding short-term
securities).......................................... 4% 8% 4% 9% 1%
Remarketed preferred stock outstanding end of period
(in millions)........................................ $ 43 $ 43 $ 43 $ 43 $ 43
Asset coverage per share (in thousands) (f)............ $ 78 $ 82 $ 82 $ 82 $ 83
Liquidation preference and market value per share (in
thousands)........................................... $ 25 $ 25 $ 25 $ 25 $ 25

- ----------------
(a) Assumes reinvestment of distributions at net asset value and does not
reflect a sales charge.

(b) Assumes reinvestment of distributions at actual prices pursuant to the
Fund's dividend reinvestment plan.

(c) Ratio of expenses to total average weekly net assets is 0.66%, 0.63%,
0.63%, 0.64% and 0.61% for fiscal years 1999, 1998, 1997, 1996 and 1995,
respectively. Dividend payments to preferred shareholders are not
considered an expense.

(d) Ratio reflects total net investment income less dividends paid to preferred
shareholders from net investment income divided by net assets applicable to
common stock.

(e) Ratio of net investment income to total average weekly net assets is 5.57%,
5.43%, 5.49%, 5.59% and 5.72% for fiscal years 1999, 1998, 1997, 1996 and
1995, respectively.

(f) Represents total net assets divided by preferred stock outstanding.

(g) Effective August 10, 1998, the advisor was changed from Piper Capital
Management Incorporated to U.S. Bank.

- 13 -

NET ASSET VALUE AND MARKET PRICE

The Fund's shares currently trade on the New York Stock Exchange. The
following table shows the history of public trading of the Fund's shares, by
quarter, for the last two fiscal years and for each full fiscal quarter since
the beginning of the current fiscal year, as reported on the New York Stock
Exchange.

PERCENTAGE PERCENTAGE
NET ASSET VALUE MARKET PRICE DISCOUNT PREMIUM
-------------------- ---------------------- -------------------- --------------------
QUARTER ENDED HIGH LOW HIGH LOW HIGH LOW HIGH LOW
- ----------------- --------- --------- ---------- ---------- --------- --------- --------- ---------

03/31/98 $ 11.59 $ 11.47 $ 11.6250 $ 11.1875 2.80% 0.04% n/a n/a
06/30/98 11.48 11.38 11.5000 11.0000 2.92% 0.31% 0.70% 0.70%
09/30/98 11.53 11.41 11.6875 11.1875 1.83% 0.02% 1.17% 0.28%
12/31/98 11.57 11.36 11.7500 11.3750 0.61% 0.61% 1.88% 0.11%
03/31/99 11.47 11.31 11.5625 11.1250 1.98% 0.13% 1.78% 0.02%
06/30/99 11.35 11.20 11.2500 10.6250 1.98% 0.36% n/a n/a
09/30/99 11.03 10.90 10.7500 10.1875 6.22% 2.45% n/a n/a
12/31/99 10.94 10.71 10.5000 10.1875 5.44% 3.40% n/a n/a
03/31/00 10.73 10.66 10.5625 10.2500 3.53% 1.10% n/a n/a

On June 1, 2000, the high, low and closing prices of the shares quoted
on the New York Stock Exchange were $10.5000, $10.4375 and $10.5000
respectively. The closing price on such date was at a discount of 0.57% from the
net asset value of $10.56 per share.

REQUIRED VOTE

The affirmative vote of a majority of the Fund's outstanding common and
preferred shares, voting together as a single class, is required to approve the
Liquidation Plan. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
APPROVAL OF THE LIQUIDATION PLAN.

- 14 -

EXECUTIVE OFFICERS OF THE FUNDS

Information about each executive officer's position and term of office
with the Funds and business experience during the past five years is set forth
below. Unless otherwise indicated, all positions have been held more than five
years. No executive officer receives any compensation from the Funds.

NAME AND (AGE) POSITION/TERM OF OFFICE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- -------------- ----------------------- ------------------------------------------

Thomas Plumb (40) President since Chief Executive Officer of First American Asset
February 2000 Management, a division of U.S. Bank, since 1999; prior
thereto, Executive Vice President of First American
Asset Management from 1997 to 1999, Senior Vice
President of First American Asset Management from 1992
to 1997.

Jeffrey M. Wilson (44) Vice President - Senior Vice President of First American Asset
Administration since Management.
February 2000

Paul A. Dow (49) Vice President - Chief Investment Office and President of First American
Investments since Asset Management since 1999; prior thereto, senior vice
February 2000 president of First American Asset Management from 1998
to 1999, Chief Executive Officer of Piper Capital
Management Inc. ("Piper Capital") from 1997 to 1998,
Chief Investment Officer of Piper Capital from 1989 to
1997.

Robert H. Nelson (36) Treasurer since 1995 Senior Vice President of First American Asset
Management since 1998; prior thereto, Senior Vice
President of Piper Capital from 1994 to 1998.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on Fund records and other information, the Funds believe that all
SEC filing requirements applicable to their directors and officers, U.S. Bank
and companies affiliated with U.S. Bank, pursuant to Section 16(a) of the
Securities Exchange Act of 1934, with respect to each Fund's fiscal year end
were satisfied.

- 15 -

SHAREHOLDER PROPOSALS

Under the Securities Exchange Act of 1934, Fund shareholders may submit
proposals to be considered at the next Annual Meeting. Rule 14a-8 under the
Exchange Act sets forth the procedures and requirements for requesting that a
Fund include these proposals in its proxy statement. Any proposal submitted
under Rule 14a-8 must be received at the Funds' offices, U.S. Bank Place, 601
Second Avenue South, Minneapolis, Minnesota 55402, no later than February 26,
2001. Shareholders also may submit proposals to be voted on at the next Annual
Meeting without having the proposals included in the Funds' proxy statement.
These proposals are known as "non-Rule 14a-8 proposals." The Funds' proxies will
be able to exercise their discretionary authority to vote all proxies with
respect to any non-Rule 14a-8 proposal, unless written notice of the proposal is
presented to the Fund not later than May 12, 2001.

Dated: June 26, 2000

Christopher J. Smith
Secretary

- 16 -

EXHIBIT A

PLAN OF LIQUIDATION AND DISSOLUTION
OF AMERICAN MUNICIPAL TERM TRUST INC.

(a) After the date of approval of this Plan of Liquidation and
Dissolution by the shareholders of American Municipal Term Trust Inc. (the
"Corporation"), and at such time as is necessary to result in the distribution
of the Corporation's assets to shareholders on or shortly before April 15, 2001,
the proper officers of the Corporation shall perform such acts, execute and
deliver such documents, and do all things as may be reasonably necessary or
advisable to complete the liquidation and dissolution of the Corporation,
including, but not limited to, the following: (i) file a notice of intent to
dissolve with the Minnesota Secretary of State; (ii) sell all of the portfolio
securities and any and all other property and assets of the Corporation for cash
at one or more public or private sales and at such prices and on such terms and
conditions as such officers shall determine to be reasonable and in the best
interests of the Corporation and its shareholders; (iii) to the extent possible,
prosecute, settle or compromise all claims or actions of the Corporation or to
which the Corporation is subject; (iv) file Form 966 with the Internal Revenue
Service, together with certified copies of the directors' and shareholders'
resolutions approving this Plan; and (v) execute in the name and on behalf of
the Corporation those contracts of sale, deeds, assignments, notices and other
documents as in the judgment of such officers may be necessary, desirable or
convenient in connection with the carrying out of the liquidation and
dissolution of the Corporation. (All references in this Plan of Liquidation and
Dissolution to the "proper officers of the Corporation" shall include, where
appropriate, proper officers of the Corporation's investment adviser, acting on
behalf of the Corporation.) Notwithstanding anything to the contrary set forth
in this Plan of Liquidation and Dissolution, the proper officers of the
Corporation may delay taking the foregoing actions if the Corporation's
investment adviser does not believe that the Corporation will be able to return
at least $10 per share to common shareholders on or shortly before April 15,
2001, provided that the final distribution of the Corporation's assets to
shareholders may occur no later than April 15, 2006.

(b) The proper officers of the Corporation then shall apply the assets
of the Corporation to the payment, satisfaction and discharge of all existing
debts and obligations of the Corporation and distribute in one or more payments
the remaining assets among the shareholders of the Corporation, with each
shareholder receiving his or her proportionate share of each payment.

(c) The proper officers of the Corporation may, if such officers deem
it appropriate, establish a reserve to meet any contingent liabilities of the
Corporation, including any claims or actions to which the Corporation is
subject, and any amount that is placed in such reserve shall be deducted from
the net assets distributable to shareholders until the contingent liabilities
have been settled or otherwise determined and discharged.

(d) In the event the Corporation is unable to distribute all of the net
assets distributable to shareholders because of the inability to locate
shareholders to whom liquidation distributions are payable, the proper officers
of the Corporation may create in the name and on behalf of the Corporation a
liquidation trust with a financial institution and, subject to applicable
abandoned property laws, deposit any remaining assets of the

- 17 -

Corporation in such trust for the benefit of the shareholders that cannot be
located. The expenses of any such trust shall be charged against the assets held
therein.

(e) As soon as practicable after the foregoing, the proper officers of
the Corporation shall file articles of dissolution with the Secretary of State
of the State of Minnesota in accordance with Minnesota law.

- 18 -

NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS

TIME:
Thursday, August 3, 2000
at 9:00 a.m.

PLACE:
U.S. Bank Place, 7th Floor
601 Second Avenue South
Minneapolis, Minnesota

IMPORTANT:
Please date and sign your
proxy card and return it promptly
using the enclosed reply envelope.

Book 1
Cusip Numbers:
027652-10-6 027652-20-5
027653-10-4 027653-20-3
027654-10-2 027654-20-1
604065-10-2 604065-20-1
604066-10-0 604066-20-9
027649-10-2 027649-20-1
604062-10-9 027649-30-0
604062-20-8 604062-30-7

THREE EASY WAYS TO VOTE

THE ACCOMPANYING PROXY STATEMENT DISCUSSES MATTERS REGARDING THE FIRST AMERICAN
CLOSED-END FUNDS. It is important that you vote on these issues. After you have
reviewed the proxy information, please vote your shares by utilizing one of the
methods described below.

BY PHONE:

Simply dial the toll free number located on your voting
instruction form. You will need your 12 digit control number
located on the voting instruction form at the time of the
call.

BY INTERNET:

Visit http://www.proxyvote.com. Once there, enter the 12 digit
control number located on your voting instruction form.

BY MAIL:

Simply enclose your proxy card(s) in the postage-paid envelope
found within your proxy package.

YOUR VOTE IS IMPORTANT!
PLEASE VOTE TODAY.

THREE EASY WAYS TO VOTE

BY PHONE:

Call toll free 800-645-2380. Representatives are available
between the hours of 9:00 a.m. and 11:00 p.m. eastern time.

BY MAIL:

Simply enclose your proxy card(s) in the postage-paid envelope
found within your proxy package.

BY FAX:

Simply fax your executed proxy to 1-800-733-1885.

YOUR VOTE IS IMPORTANT!
PLEASE VOTE TODAY.

[NAME OF FUND -- ALL FUNDS OTHER THAN
AMERICAN MUNICIPAL TERM TRUST INC.]
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Paul A. Dow and Robert H. Nelson, and each of them,
with power to act without the other and with the right of substitution in each,
the proxies of the undersigned to vote all common shares of [INSERT NAME OF
FUND] (the "Fund"), held by the undersigned at the annual meeting of
shareholders of the Fund to be held on August 3, 2000, and at any adjournments
thereof, with all the powers the undersigned would possess if present in person.
All previous proxies given with respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1. To vote: FOR ___ AGAINST ___ ABSTAIN ___ a decrease in the size of the Fund's
Board of Directors to eight members.

2. To vote:
_____FOR all nominees listed below (except as marked to the contrary
below)

_____WITHHOLD AUTHORITY to vote for all nominees listed below

NOMINEES: Robert J. Dayton, Andrew M. Hunter III, John M. Murphy, Jr., Robert
L. Spies, Joseph D. Strauss and Virginia L. Stringer. (Instruction: To withhold
authority to vote for any individual nominee, write that nominee's name on the
line provided below.)

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

3. To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection of
Ernst & Young LLP as independent public accountants for the Fund.

In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting or any adjournments or
postponements thereof.

THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS UNDERSTOOD
THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON
ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF
THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY
YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED
ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER
SOLICITATION EXPENSE.

Dated: _______________________________, 2000

____________________________________________

____________________________________________
IMPORTANT: Please date and sign this Proxy.
If the stock is held jointly, signature
should include both names. Executors,
administrators, trustees, guardians, and
others signing in a representative capacity
should give their full title as such.

[NAME OF FUND -- ALL FUNDS OTHER THAN
AMERICAN MUNICIPAL TERM TRUST INC.]
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Paul A. Dow and Robert H. Nelson, and each of them,
with power to act without the other and with the right of substitution in each,
the proxies of the undersigned to vote all preferred shares of [INSERT NAME OF
FUND] (the "Fund"), held by the undersigned at the annual meeting of
shareholders of the Fund to be held on August 3, 2000, and at any adjournments
thereof, with all the powers the undersigned would possess if present in person.
All previous proxies given with respect to the meeting are revoked.

THE PROXIES ARE INSTRUCTED:

1. To vote: FOR ___ AGAINST ___ ABSTAIN ___ a decrease in the size of the Fund's
Board of Directors to eight members.

2. To vote:
_____FOR all nominees listed below (except as marked to the contrary
below)

_____WITHHOLD AUTHORITY to vote for all nominees listed below

NOMINEES: Robert J. Dayton, Roger A. Gibson, Andrew M. Hunter III, Leonard
W. Kedrowski, John M. Murphy, Jr., Robert L. Spies, Joseph D. Strauss and
Virginia L. Stringer. (Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name on the line provided below.)

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

3. To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection of
Ernst & Young LLP as independent public accountants for the Fund.

In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting or any adjournments or
postponements thereof.

THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS
UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS
ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE
ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.

Dated: _______________________________, 2000

____________________________________________

AMERICAN MUNICIPAL TERM TRUST INC.
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Paul A. Dow and Robert H. Nelson, and each of
them, with power to act without the other and with the right of substitution in
each, the proxies of the undersigned to vote all common shares of American
Municipal Term Trust Inc. (the "Fund"), held by the undersigned at the annual
meeting of shareholders of the Fund to be held on August 3, 2000, and at any
adjournments thereof, with all the powers the undersigned would possess if
present in person. All previous proxies given with respect to the meeting are
revoked.

THE PROXIES ARE INSTRUCTED:

1. To vote: FOR ___ AGAINST ___ ABSTAIN ___ a decrease in the size of the Fund's
Board of Directors to eight members.

2. To vote:
_____FOR all nominees listed below (except as marked to the contrary
below)

______WITHHOLD AUTHORITY to vote for all nominees listed below

NOMINEES: Robert J. Dayton, Andrew M. Hunter III, John M. Murphy, Jr.,
Robert L. Spies, Joseph D. Strauss and Virginia L. Stringer. (Instruction: To
withhold authority to vote for any individual nominee, write that nominee's name
on the line provided below.)

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

3. To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection of
Ernst & Young LLP as independent public accountants for the Fund.

4. To vote: FOR ___ AGAINST ___ ABSTAIN ___ the Plan of Liquidation and
Dissolution.

In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting or any adjournments or
postponements thereof.

THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS
UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL
ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS
ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE
ADDRESSED ENVELOPE-NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND
FURTHER SOLICITATION EXPENSE.

Dated: _______________________________, 2000

____________________________________________

AMERICAN MUNICIPAL TERM TRUST INC.
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Paul A. Dow and Robert H. Nelson, and each of them,
with power to act without the other and with the right of substitution in each,
the proxies of the undersigned to vote all preferred shares of American
Municipal Term Trust Inc. (the "Fund"), held by the undersigned at the annual
meeting of shareholders of the Fund to be held on August 3, 2000, and at any
adjournments thereof, with all the powers the undersigned would possess if
present in person. All previous proxies given with respect to the meeting are
revoked.