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 Under Rule 14a-12
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)
-------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(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 with 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.--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 27, 2001
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
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 2:00 p.m., Central Time, on Monday, August 27, 2001, 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 elect a Board of Directors and set the number of directors
at ten, with
* the common shareholders and the preferred
shareholders, voting together as a single class,
electing eight directors; and
* the preferred shareholders, voting alone, electing
two directors.
2. To ratify the selection of Ernst & Young LLP as independent
public accountants of each Fund for the current fiscal year.
3. For each of American Municipal Term Trust Inc.--II and
Minnesota Municipal Term Trust Inc., 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, 2002.
4. To transact any other business properly brought before the
meeting.
EACH FUND'S BOARD OF DIRECTORS RECOMMENDS APPROVAL OF EACH ITEM LISTED ON THIS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS.
Shareholders of record as of the close of business on July 5, 2001 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 FUNDS AVOID THE COST OF A FOLLOW-UP MAILING BY VOTING TODAY.
July 16, 2001
James L. Chosy
Secretary
PROXY STATEMENT
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 27, 2001
The enclosed proxy is solicited by the Board of Directors of 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 Monday,
August 27, 2001, and any adjournments thereof.
The investment adviser for the Funds is U.S. Bancorp Piper Jaffray
Asset Management, Inc. (the "Adviser") and the administrator for the Funds is
U.S. Bank National Association ("U.S. Bank"). The address of the Funds, the
Adviser and U.S. Bank is 601 Second Avenue South, Minneapolis, Minnesota 55402.
The costs of solicitation, including the cost of preparing and mailing
the Notice of Annual Meeting of Shareholders and this Proxy Statement, will be
allocated among and borne by the Funds. Mailing of the Notice of Annual Meeting
of Shareholders and this Proxy Statement will take place on approximately July
16, 2001. Representatives of the Adviser 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, Georgeson
Shareholder Communications Inc., to solicit shareholder votes by telephone on
behalf of American Municipal Term Trust--II and Minnesota Municipal Term Trust.
This procedure is expected to cost approximately $4,375 for American Municipal
Term Trust II and $4,200 for Minnesota Municipal Term Trust.
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
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 shareholder withholds authority to vote on a director, the
shareholder will not be considered as present and entitled to vote on the
election of that director. Similarly, if a proxy is returned with a broker
non-vote on a proposal, the shareholder 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 adjourned 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.
The following table indicates which shareholders are solicited with
respect to each proposal:
COMMON PREFERRED
SHAREHOLDERS OF SHAREHOLDERS OF
AMERICAN MUNICIPAL AMERICAN MUNICIPAL
COMMON PREFERRED TERM TRUST II AND TERM TRUST II AND
SHAREHOLDERS SHAREHOLDERS MINNESOTA MUNICIPAL MINNESOTA MUNICIPAL
PROPOSAL OF ALL FUNDS OF ALL FUNDS TERM TRUST ONLY TERM TRUST ONLY
- -------- ------------ ------------ --------------- ---------------
Elect eight directors (Robert J. Dayton,
Andrew S. Duff, Andrew M. Hunter III, John
M. Murphy, Jr., Richard K. Riederer, Joseph X X N/A N/A
D. Strauss, Virginia L. Stringer and James
M. Wade)
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
Only shareholders of record of each Fund on July 5, 2001 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
MUNICIPAL MUNICIPAL MINNESOTA MUNICIPAL MUNICIPAL MUNICIPAL
TERM TRUST TERM TRUST MUNICIPAL TERM TRUST INCOME INCOME
II III TERM TRUST II PORTFOLIO PORTFOLIO
------------ ------------ ------------ ------------ ----------- -----------
Common Shares 7,355,820 5,300,000 5,732,710 3,460,000 5,756,267 4,146,743
Preferred Shares 980 1,064 432 694 1,740 1,244
2
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 July 5, 2001, except as follows:
NUMBER OF PERCENTAGE
SHARES OF OWNERSHIP OF
FUND* NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK COMMON STOCK
- ---- ------------------------------------ ------------ ------------
American Municipal Term Trust II Sit Investment Associates, Inc. and 776,200 10.55%
affiliated entities
("Sit Investment Associates")
4600 Norwest Center
Minneapolis, MN
Karpus Management, Inc. ("Karpus Management") 757,650 10.30%
14 Toby Village Office Park
Pittsford, NY
American Municipal Term Trust III Sit Investment Associates 762,900 14.39%
Karpus Management 363,425 6.86%
Minnesota Municipal Term Trust Sit Investment Associates 765,400 13.35%
Minnesota Municipal Term Trust II Sit Investment Associates 556,600 16.09%
- -----------------------
* For each of the Funds, the directors, nominees for director and executive
officers, as a group, beneficially owned less than 1% of each class of
outstanding shares as of July 5, 2001.
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
ELECTION OF DIRECTORS
At the meeting, shareholders of each Fund will be asked to elect the
nominees listed below as members of that Fund's Board of Directors, thereby
setting the number of directors for each Fund at ten. Each of the nominees other
than Messrs. Duff, Riederer and Wade 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. Messrs. Duff, Riederer and Wade have been
nominated to fill a vacancy left by Robert L. Spies, a current director who is
not standing for re-election, and to fill two newly created vacancies resulting
from an increase in the number of directors from eight to ten.
3
Under normal circumstances, each Fund's preferred shareholders are
entitled to elect two of the 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 (or, in the case of the new nominees, has
been nominated to serve) as a director of all other closed-end and open-end
investment companies managed by the Adviser (the "Fund Complex"). There are
currently a total of eleven closed-end investment companies and four open-end
investment companies consisting of 43 funds in the Fund Complex.
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE DURING
NAME AND AGE PAST 5 YEARS
- ------------ ---------------------------------------------------
Robert J. Dayton, 59 Retired; formerly Chief Executive Officer
(1993-2001) and Chairman (1989-1993) of Okabena
Company (a private family investment office).
Andrew S. Duff,* 43 President and Chief Executive Officer of U.S.
Bancorp Piper Jaffray and Vice Chairman of U.S. Bank
National Association since 2000; President and Chief
Operating Officer of U.S. Bancorp Piper Jaffray
(1995-2000); employee at Piper Jaffray since 1980.
Roger A. Gibson, 55 Vice President of Cargo for United Airlines since
2001; Vice President of North America-Mountain
Region for United Airlines (1995-2001); employed at
United Airlines since 1967.
Andrew M. Hunter III, 54 Chairman of Hunter, Keith Industries, Inc., a
diversified manufacturing and management services
company, since 1975.
Leonard W. Kedrowski, 59 Owner of Executive Management Consulting, Inc., a
management consulting firm; Chief Executive Officer
of Creative Promotions International LLC,
promotional award programs and products; Vice
President, Chief Financial Officer, Treasurer,
Secretary and Director of Anderson Corporation, a
large privately-held manufacturer of wood windows
(1983-1992).
John M. Murphy, Jr.,* 59 Chairman Minnesota - U.S. Bancorp since 2000;
Executive Vice President of U.S. Bancorp since
January 1999; 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 (1991-1999).
Richard K. Riederer, 57 Retired; President and Chief Executive Officer of
Weirton Steel (1995-2001); Director of Weirton Steel
(1993-2001); Executive Vice President and Chief
Financial Officer, Weirton Steel (1994-1995); Vice
President of Finance and Chief Financial Officer,
Weirton Steel (1989-1994).
Joseph D. Strauss, 61 Owner and President, Excensus(TM), LLC, a consulting
firm, since 2000; owner and President, Strauss
Management Company since 1993; owner and President,
Community Resource Partnerships, Inc., a community
business retention survey company, since 1993;
attorney at law.
4
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE DURING
NAME AND AGE PAST 5 YEARS
- ------------ ---------------------------------------------------
Virginia L. Stringer, 56 Owner and President, Strategic Management Resources,
Inc., since 1993; formerly 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.
James M. Wade, 57 Owner and President, Jim Wade Homes, a manufacturing
company, since 1999; Vice President and Chief
Financial Officer, Johnson Controls, Inc. (a
controls manufacturing company) (January 1987-May
1991).
- -----------------------
* Denotes directors who are considered to be "interested persons" (as defined
by the Investment Company Act of 1940, as amended) of the Funds. Mr. Duff
and Mr. Murphy are considered "interested" as a result of their positions
with U.S. Bancorp and other entities affiliated with the Adviser.
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. Although Mr. Spies
(who is not standing for re-election) is considered an "interested person" of
the Funds under the Investment Company Act of 1940, as amended (the "1940 Act"),
each member of the Audit Committee has been determined by the Board of Directors
to be "independent" within the meaning of the listing standards of the New York
and American Stock Exchanges. The Audit Committee met four times during the
fiscal year of American Municipal Term Trust II, American Municipal Term Trust
III, Minnesota Municipal Term Trust and Minnesota Municipal Term Trust II ended
December 31, 2000 and five times during the fiscal year of American Municipal
Income Portfolio and Minnesota Municipal Income Portfolio ended January 31,
2001. A copy of the Audit Committee charter is attached to this proxy statement
as Appendix A.
Each 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 each Fund. Any
recommendations for nominees 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 five meetings of
the Board of Directors. Each incumbent director attended at least 75% of all
meetings of the Board of Directors and of committees of which he or she was a
regular member that were held while he or she was serving on the Board of
Directors or on such committee, except that Mr. Dayton attended 71% of the
meetings held during the fiscal year of American Municipal Term Trust II,
American Municipal Term Trust III, Minnesota Municipal Term Trust and Minnesota
Municipal Term Trust II ended December 31, 2000.
5
No compensation is paid by the Funds to any director who is an officer
or employee of the Adviser 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 for each meeting
attended. 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 directors may elect to defer payment of up to 100% of the fees they
receive in accordance with a Deferred Compensation Plan (the "Plan"). Under the
Plan, a director may elect to have his or her deferred fees treated as if they
had been invested in shares of one or more funds and the amount paid to the
director under the Plan will be determined based on the performance of such
investments. Distributions may be taken in a lump sum or over a period of years.
The Plan will remain unfunded for federal income tax purposes under the Internal
Revenue Code of 1986, as amended. Deferral of director fees in accordance with
the Plan will have a negligible impact on Fund assets and liabilities and will
not obligate the Funds to retain any director or pay any particular level of
compensation. The Funds do not provide any other pension or retirement benefits
to directors.
6
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, 2000. Mr. Murphy did not receive any compensation from
any of the Funds during these periods.
AGGREGATE AGGREGATE
AGGREGATE AGGREGATE AGGREGATE COMPENSATION AGGREGATE COMPENSATION TOTAL
COMPENSATION COMPENSATION COMPENSATION FROM COMPENSATION FROM COMPENSATION
FROM AMERICAN FROM AMERICAN FROM MINNESOTA FROM AMERICAN MINNESOTA FROM FUND
MUNICIPAL MUNICIPAL MINNESOTA MUNICIPAL MUNICIPAL MUNICIPAL COMPLEX PAID
TERM TRUST II TERM TRUST III MUNICIPAL TERM TRUST II INCOME INCOME TO DIRECTORS
NAME OF DIRECTOR (1) (2) TERM TRUST (3) (4) PORTFOLIO (5) PORTFOLIO (6) (7)(8)
- ------------------ ------------- -------------- -------------- ------------- ------------- ------------- ------------
Robert J. Dayton $ 193 $ 140 $ 147 $ 88 $ 208 $ 149 $ 57,200
Roger A. Gibson 421 306 320 193 454 327 55,400
Andrew M. Hunter 663 482 504 303 715 514 56,000
Leonard W. Kedrowski 463 336 351 212 498 358 60,800
Robert L. Spies(9) 749 544 569 342 807 580 63,200
Joseph D. Strauss 357 259 271 163 384 276 70,400
Virginia L. Stringer 263 191 200 120 284 204 78,100
- -----------------------
(1) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $328; Hunter, $663; Kedrowski, $360; Spies, $749; and
Strauss, $167.
(2) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $238; Hunter, $482; Kedrowski, $262; Spies, $544; and
Strauss, $121.
(3) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $249; Hunter, $504; Kedrowski, $274; Spies, $569; and
Strauss, $127.
(4) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $150; Hunter, $303; Kedrowski, $165; Spies, $342; and
Strauss, $76.
(5) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $354; Hunter, $715; Kedrowski, $388; Spies, $807; and
Strauss, $180.
(6) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $254; Hunter, $514; Kedrowski, $279; Spies, $580; and
Strauss, $129.
(7) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $27,700; Hunter, $56,000; Kedrowski, $30,400; Spies,
$63,200; and Strauss, $14,080.
(8) As of December 31, 2000, the Fund Complex consisted of four open-end and
twelve closed-end investment companies, totaling 44 funds, managed by the
Adviser, including the Funds.
(9) Mr. Spies is not standing for re-election.
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 due to events not now known or anticipated, the proxies
will vote for such other persons as the Board of Directors may designate.
7
PROPOSAL TWO
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
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 if, among
other things, the Audit Committee is not composed solely of directors who are
not interested persons, as defined in the 1940 Act, of the company.
Based on the Audit Committee's recommendation, as discussed below under
"Audit Committee Report," the directors, including a majority who are not
interested persons of the Adviser 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 examines the annual financial
statements of the Funds and provides certain other non-audit and tax-related
services to the Funds. Representatives of Ernst & Young are expected to be
present at the meeting. These 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.
AUDIT COMMITTEE REPORT
The Audit Committee recommends to the Funds' Board of Directors the
appointment of each Fund's independent accountants. Management is responsible
for the Funds' internal controls and the financial reporting process. The Funds'
independent accountants are responsible for performing an independent audit of
the Funds' financial statements in accordance with generally accepted auditing
standards and to issue a report on the Funds' financial statements. The Audit
Committee's responsibility is to monitor and oversee these processes.
In this context, the Audit Committee has met and held discussions with
management and the independent accountants. Management represented to the Audit
Committee that the Funds' financial statements were prepared in accordance with
generally accepted accounting principles, and the Audit Committee has reviewed
and discussed the financial statements with management and the independent
accountants. The Audit Committee discussed with the independent accountants
matters required to be discussed by Statement on Auditing Standards No. 61
(Communications with Audit Committees).
The Funds' independent accountants also provided to the Audit Committee
the written disclosure required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Audit Committee
discussed with the independent accountants the accounting firm's independence.
The Committee also considered whether non-audit services provided by the
independent accountants during the last fiscal year were compatible with
maintaining the independent accountants' independence.
Based upon the Audit Committee's discussion with management and the
independent accountants and the Audit Committee's review of the representation
of management and the report of the independent accountants to the Audit
Committee, the Audit Committee recommended to the Board of Directors that, with
respect to each Fund, the
8
audited financial statements for the Fund's most recent fiscal year be included
in the Fund's Annual Report for that fiscal year filed with the Securities and
Exchange Commission.
Members of the Audit Committee
Leonard W. Kedrowski, Chair
Roger A. Gibson
Robert L Spies
Joseph D. Strauss
Virginia L. Stringer
FEES PAID TO ERNST & YOUNG
AUDIT FEES. Ernst & Young billed $17,900 to each Fund during its most
recently ended fiscal year for professional services rendered for the audit of
the Fund's annual financial statements.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. Ernst &
Young did not provide any financial information systems design and
implementation services to the Funds during their most recently ended fiscal
years.
ALL OTHER FEES. Ernst & Young billed $4,400 to each Fund for
tax-related services and $8,400 to each Fund for audit-related services during
such Fund's most recently ended fiscal year.
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 THREE
APPROVAL OF A PLAN OF LIQUIDATION AND DISSOLUTION
FOR AMERICAN MUNICIPAL TERM TRUST INC.--II
AND MINNESOTA MUNICIPAL TERM TRUST INC.
Common shares of American Municipal Term Trust II and Minnesota
Municipal Term Trust were first offered to the public in September 1991 and have
been listed on the New York Stock Exchange since that time under the symbols
"BXT" and "MNA," respectively. The investment objectives of American Municipal
Term Trust II are to provide high current income exempt from regular federal
income tax and to return to investors $10 per
9
share of common stock then outstanding (the initial offering price per share)
upon termination of the Fund. The investment objectives of Minnesota Municipal
Term Trust are to provide high current income exempt from both regular federal
income tax and State of Minnesota personal income tax and to return $10 per
share (the initial offering price per share) to the holders of common stock
outstanding upon termination of the Fund. Termination of each Fund is expected
to occur on or shortly before April 15, 2002, although each Fund's termination
may be extended to a date no later than April 15, 2007 to assist the Fund in
meeting its objective of returning $10 per share of common stock.
As of December 31, 2000, the net asset value per share of common stock
was $10.80 for American Municipal Term Trust II and $10.41 for Minnesota
Municipal Term Trust. The components of this net asset value can be summarized
as follows:
American Minnesota
Municipal Term Municipal
Trust II Term Trust
---------------- ------------
Initial offering price $10.00 $10.00
Initial offering and underwriting expenses (common and preferred stock) ($ 0.66) ($0.66)
Accumulated realized gains or losses at 12/31/00 $ 0.01 ($0.05)
------ -------
SUBTOTAL $ 9.35 $9.29
------ -----
Dividend reserve (undistributed net investment income) at 12/31/00 $ 0.77 $0.65
Unrealized appreciation on investments at 12/31/00 $ 0.68 $0.47
------ -----
NET ASSET VALUE PER SHARE ON 12/31/00 $10.80 $10.41
====== ======
Each 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 Funds 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 Funds approach 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 Funds'
targeted termination date. Any gains realized as a result of these sales will be
distributed to shareholders, reducing the respective Fund's net asset value. In
addition, if the newly purchased, shorter-maturity bonds in a Fund's portfolio
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 each Fund
will be able to return at least $10 per share to common shareholders on or
shortly before April 15, 2002. However, in order for a Fund to do so,
shareholder approval of the Fund's liquidation is required.
On June 1, 2001, the Funds' Board of Directors held a meeting at which
the liquidation of the Funds was discussed. Because of the likelihood that each
Fund will be able to distribute $10 per share to common shareholders on or
shortly before its targeted termination date of April 15, 2002, the Board
adopted a Plan of Liquidation and Dissolution ("Liquidation Plan") for each
Fund, subject to shareholder approval. A form of Liquidation Plan is attached as
Appendix B to this Proxy Statement. If the Liquidation Plan is approved by
shareholders of a Fund, 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, 2002.
10
Before commencing the liquidation of a Fund, the Fund will redeem any
shares of preferred stock that remain outstanding at a liquidation preference of
$25,000 per share. American Municipal Term Trust II has announced that it will
redeem 700 shares of preferred stock on July 17, 2001 and Minnesota Municipal
Term Trust has announced that it will redeem 360 shares of preferred stock on
August 8, 2001. The remainder of the shares of preferred stock of both Funds
will be redeemed over time, as market conditions dictate. To date, having
preferred stock outstanding has worked to the benefit of the common shareholders
of both Funds. Intermediate- and long-term interest rates that the Funds have
earned on investments made with the proceeds from the sale of preferred stock
have generally been higher than the short-term rates the Funds have had to pay
on the preferred stock. However, as longer-term bonds in each Fund's portfolio
have matured, the Funds have reinvested the proceeds in shorter-term bonds
maturing closer to the Funds' 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 rates the Funds are
currently required to pay on their outstanding preferred stock. Thus, it will be
advantageous to common shareholders to redeem preferred shares.
Each 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, 2002, the Adviser, in its sole discretion, may delay
the commencement of liquidation in an 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, 2007. However, the Adviser
currently anticipates that each Fund will be able to return at least $10 per
share to common shareholders on or shortly before April 15, 2002. EVEN IF THE
ADVISER BELIEVES, AT THE COMMENCEMENT OF THE LIQUIDATION PROCESS, THAT A FUND
WILL BE ABLE TO DISTRIBUTE $10 PER SHARE, THERE CAN BE NO GUARANTEE THAT THIS
WILL OCCUR.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS OF EACH FUND VOTE
FOR THE LIQUIDATION PLAN.
DESCRIPTION OF THE LIQUIDATION PLAN AND RELATED TRANSACTIONS
With respect to each of American Municipal Term Trust II and Minnesota
Municipal Term Trust, 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, 2002, 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, 2007.
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 its portfolio securities
and other assets for cash at one or more public or private sales and at such
prices and on such 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.
11
If the Liquidation Plan for a Fund is adopted by the Fund's
shareholders, the Adviser currently estimates that the liquidation distributions
will be paid to shareholders on or before April 15, 2002. 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.
Neither Fund currently intends to create a trust to administer
liquidation distributions; however, in the event a 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 a 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 1940 Act, 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 of either Fund 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.
EXCHANGE OF STOCK CERTIFICATES FOR LIQUIDATION DISTRIBUTIONS
Prior to completion of the liquidation of a Fund, 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, each 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
12
to sell his or her Fund shares on the Exchange will not be impaired. Each 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 A 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 LIQUIDATION DISTRIBUTION.
Each 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.
Each 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 federal
income tax consequences to shareholders who are corporations, trusts, estates,
tax-exempt organizations or non-resident aliens. This summary also 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.
13
FINANCIAL HIGHLIGHTS
The following financial highlights for the Funds for the fiscal years
ended December 31, 1999 and 2000 have been audited by Ernst & Young LLP,
independent auditors, whose report thereon appears in the Funds' annual reports
to shareholders for such year. Financial highlights for each of the three years
in the period ended December 31, 1998 were audited by KPMG LLP, whose report
dated February 12, 1999 expressed an unqualified opinion.
AMERICAN MUNICIPAL TERM TRUST INC.--II
YEAR ENDED DECEMBER 31,
------------------------------------------------------------
2000 1999 1998(g) 1997 1996
-------- -------- -------- -------- --------
PER-SHARE DATA
Net asset value, common stock, beginning of period ........... $ 10.82 $ 11.55 $ 11.60 $ 11.43 $ 11.71
-------- -------- -------- -------- --------
Operations:
Net investment income ...................................... 0.84 0.88 0.89 0.89 0.90
Net realized and unrealized gains (losses) on investments .. 0.01 (0.72) (0.09) 0.14 (0.35)
-------- -------- -------- -------- --------
Total from operations ..................................... 0.85 0.16 0.80 1.03 0.55
-------- -------- -------- -------- --------
Distributions to shareholders:
From net investment income
Paid to common shareholders ............................... (0.65) (0.72) (0.62) (0.62) (0.62)
Paid to preferred shareholders ............................ (0.20) (0.17) (0.18) (0.17) (0.17)
From net realized gains
Paid to common shareholders ............................... (0.01) -- (0.04) (0.05) (0.03)
Paid to preferred shareholders ............................ (0.01) -- (0.01) (0.02) (0.01)
-------- -------- -------- -------- --------
Total distributions to shareholders .................. (0.87) (0.89) (0.85) (0.86) (0.83)
-------- -------- -------- -------- --------
Net asset value, common stock, end of period ................. $ 10.80 $ 10.82 $ 11.55 $ 11.60 $ 11.43
======== ======== ======== ======== ========
Market value, common stock, end of period .................... $ 10.44 $ 10.13 $ 11.56 $ 11.38 $ 10.75
======== ======== ======== ======== ========
SELECTED INFORMATION
Total return, common stock, net asset value (a) .............. 6.16% (0.13)% 5.36% 7.57% 3.33%
Total return, common stock, market value (b) ................. 9.86% (6.49)% 7.65% 12.46% 7.66%
Net assets at end of period (in millions) .................... $ 116 $ 117 $ 122 $ 122 $ 121
Ratio of expenses to average weekly net assets
applicable to common stock (c) .............................. 0.98% 0.97% 0.89% 0.91% 0.92%
Ratio of net investment income to average weekly net
assets applicable to common stock (d) (e) ................... 6.00% 6.33% 6.12% 6.21% 6.41%
Portfolio turnover rate (excluding short-term securities) .... 15% 2% 2% 6% 6%
Remarketed preferred stock outstanding end of period
(in millions) ............................................... $ 37 $ 37 $ 37 $ 37 $ 37
Asset coverage per share (in thousands) (f) .................. $ 79 $ 79 $ 82 $ 83 $ 82
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.
14
(c) Ratio of expenses to total average weekly net assets is 0.67%, 0.67%,
0.62%, 0.64% and 0.64% for fiscal years 2000, 1999, 1998, 1997 and 1996,
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 5.36%,
5.44%, 5.32%, 5.36% and 5.48% for fiscal years 2000, 1999, 1998, 1997 and
1996, 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.
MINNESOTA MUNICIPAL TERM TRUST INC.
YEAR ENDED DECEMBER 31,
------------------------------------------------------------
2000 1999 1998(g) 1997 1996
-------- -------- -------- -------- --------
PER-SHARE DATA
Net asset value, common stock, beginning of period ........... $ 10.38 $ 11.12 $ 11.28 $ 11.15 $ 11.31
-------- -------- -------- -------- --------
Operations:
Net investment income ...................................... 0.80 0.78 0.86 0.88 0.87
Net realized and unrealized gains (losses) on investments .. 0.05 (0.64) (0.08) 0.07 (0.25)
-------- -------- -------- -------- --------
Total from operations ..................................... 0.85 0.14 0.78 0.95 0.62
-------- -------- -------- -------- --------
Distributions to shareholders:
From net investment income
Paid to common shareholders ............................... (0.61) (0.72) (0.66) (0.61) (0.61)
Paid to preferred shareholders ............................ (0.21) (0.16) (0.15) (0.16) (0.16)
From net realized gains
Paid to common shareholders ............................... -- -- (0.10) (0.04) (0.01)
Paid to preferred shareholders ............................ -- -- (0.03) (0.01) --
-------- -------- -------- -------- --------
Total distributions to shareholders .................. (0.82) (0.88) (0.94) (0.82) (0.78)
-------- -------- -------- -------- --------
Net asset value, common stock, end of period ................. $ 10.41 $ 10.38 $ 11.12 $ 11.28 $ 11.15
======== ======== ======== ======== ========
Market value, common stock, end of period .................... $ 10.00 $ 9.81 $ 11.44 $ 11.13 $ 10.50
======== ======== ======== ======== ========
SELECTED INFORMATION
Total return, common stock, net asset value (a) .............. 6.36% (0.16)% 5.47% 7.15% 4.23%
Total return, common stock, market value (b) ................. 8.25% (8.15)% 10.04% 12.48% 4.86%
Net assets at end of period (in millions) .................... $ 89 $ 88 $ 93 $ 93 $ 93
Ratio of expenses to average weekly net assets
applicable to common stock (e) .............................. 1.03% 1.03% 0.96% 0.97% 0.99%
Ratio of net investment income to average weekly net
assets applicable to common stock (c) (f) ................... 5.73% 5.79% 6.25% 6.37% 6.40%
Portfolio turnover rate (excluding short-term securities) .... 20% 19% 11% 8% 2%
Remarketed preferred stock outstanding end of period
(in millions) ............................................... $ 29 $ 29 $ 29 $ 29 $ 29
Asset coverage per share (in thousands) (d) .................. $ 77 $ 77 $ 80 $ 81 $ 80
Liquidation preference and market value per share (in
thousands) .................................................. $ 25 $ 25 $ 25 $ 25 $ 25
15
- ------------------
(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 reflects total net investment income less dividends paid to preferred
shareholders from net investment income divided by net assets applicable to
common stock.
(d) Represents total net assets divided by preferred stock outstanding.
(e) Ratio of expenses to total average weekly net assets is 0.70%, 0.70%,
0.66%, 0.67% and 0.68% for fiscal years 2000, 1999, 1998, 1997 and 1996,
respectively. Dividends paid to preferred shareholders are not considered
an expense.
(f) Ratio of net investment income to total average weekly net assets is 5.21%,
4.94%, 5.26%, 5.41% and 5.42% for fiscal years 2000, 1999, 1998, 1997 and
1996, respectively.
(g) Effective August 10, 1998, the advisor was changed from Piper Capital
Management Incorporated to U.S. Bank.
NET ASSET VALUE AND MARKET PRICE
Each Fund's shares currently trade on the New York Stock Exchange. The
following tables show the history of public trading of the Funds' 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.
AMERICAN MUNICIPAL TERM TRUST INC.--II
PERCENTAGE PERCENTAGE
NET ASSET VALUE MARKET PRICE DISCOUNT PREMIUM
--------------------- ----------------------- ---------------------- ---------------------
QUARTER ENDED HIGH LOW HIGH LOW HIGH LOW HIGH LOW
- -------------- --------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
03/31/99 $ 11.66 $ 11.48 $ 11.6875 $ 11.2500 2.34% 0.41% 0.48% 0.19%
06/30/99 11.52 11.14 11.3750 10.6250 4.49% 1.17% n/a n/a
09/30/99 11.15 11.03 10.8750 10.1875 7.81% 2.47% n/a n/a
12/31/99 11.06 10.82 10.3750 10.0625 8.27% 5.60% n/a n/a
03/31/00 10.84 10.77 10.5000 10.1250 6.42% 3.45% n/a n/a
06/30/00 10.81 10.67 10.5000 10.1875 4.52% 3.22% n/a n/a
09/30/00 10.88 10.76 10.5625 10.2500 4.69% 2.92% n/a n/a
12/31/00 10.83 10.74 10.5000 10.3125 3.85% 2.82% n/a n/a
03/31/01 10.97 10.87 10.8000 10.5000 3.40% 0.92% n/a n/a
06/30/01 10.86 10.64 10.8900 10.7200 1.20% 0.28% 1.41% 0.18%
On June 21, 2001, the high, low and closing prices of the shares of
American Municipal Term Trust II quoted on the New York Stock Exchange were
$10.78, $10.76 and $10.78, respectively. The closing price on such date was at a
discount of 0.74% from the net asset value of $10.86 per share.
16
MINNESOTA MUNICIPAL TERM TRUST INC.
PERCENTAGE PERCENTAGE
NET ASSET VALUE MARKET PRICE DISCOUNT PREMIUM
--------------------- ----------------------- ---------------------- ---------------------
QUARTER ENDED HIGH LOW HIGH LOW HIGH LOW HIGH LOW
- -------------- --------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
03/31/99 $ 11.19 $ 11.03 $ 11.5000 $ 11.0000 1.70% 0.22% 3.32% 0.34%
06/30/99 11.07 10.72 11.1250 10.4375 3.31% 0.63% 0.20% 0.20%
09/30/99 10.71 10.58 10.6250 10.0625 4.89% 1.59% n/a n/a
12/31/99 10.61 10.38 10.1875 9.8125 5.50% 3.39% n/a n/a
03/31/00 10.39 10.30 10.2500 9.6250 6.07% 1.57% n/a n/a
06/30/00 10.35 10.24 10.1250 9.8125 4.40% 1.83% n/a n/a
09/30/00 10.42 10.31 10.3125 9.9375 3.47% 1.03% n/a n/a
12/31/00 10.44 10.32 10.1875 9.8125 5.41% 2.04% n/a n/a
03/31/01 10.57 10.46 10.5200 10.0000 4.08% 0.29% n/a n/a
06/30/01 10.45 10.40 10.4000 10.2000 1.92% 0.67% n/a n/a
On June 21, 2001, the high, low and closing prices of the shares of
Minnesota Municipal Term Trust quoted on the New York Stock Exchange each were
$10.34. The closing price on such date was at a discount of 0.96% from the net
asset value of $10.44 per share.
REQUIRED VOTE
For each Fund, 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.
17
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 S. Schreier, Jr. (38) President since President of the Adviser since May 2001; prior
February 2001 thereto, Chief Executive Officer of First American
Asset Management since December 2000 and of Firstar
Investment & Research Management Company ("FIRMCO")
since February 2000; Senior Managing Director and
Head of Equity Research of U.S. Bancorp Piper
Jaffray from 1998 to December 2000; Senior Airline
Analyst and Director of Equity Research of Credit
Suisse First Boston from 1996 to 1998.
Peter O. Torvik (47) Vice President -- Director and Executive Vice President of the Adviser
Marketing since since April 2001; prior thereto, Executive Vice
September 2000 President of First American Asset Management since
August 2000; President and Partner, DPG Group,
January 1995 to July 2000.
Jeffrey M. Wilson (44) Vice President -- Senior Vice President of the Adviser since May 2001;
Administration since prior thereto, Senior Vice President of First
February 2000 American Asset Management.
Marian E. Zentmyer (45) Vice President -- Director and Chief Equity Investment Officer of the
Investments since Adviser since April 2001; prior thereto, Board
June 2001 member and Chief Equity Investment Officer of FIRMCO
since November 1998; Senior Vice President and
Senior Portfolio Manager of FIRMCO, 1993 to 1998.
Robert H. Nelson (37) Treasurer since 1995 Senior Vice President of the Adviser since May 2001;
prior thereto, Senior Vice President of First
American Asset Management since 1998 and of FIRMCO
since February 2001; Senior Vice President of Piper
Capital Management Inc. from 1994 to 1998.
James L. Chosy (37) Secretary since 2000 General Counsel of the Adviser and U.S. Bancorp Piper
Jaffray Inc. since March 2001; Associate General Counsel
of U.S. Bancorp from November 1995 through March 2001.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on Fund records and other information, the Funds believe that all
Securities and Exchange Commission filing requirements applicable to their
directors and officers, the Adviser and companies affiliated with the Adviser,
pursuant to Section 16(a) of the Securities Exchange Act of 1934, with respect
to each Fund's fiscal year end were satisfied, except that the Adviser filed
late Forms 3 with respect to each Fund in connection with its assumption of the
Funds' advisory contracts from its affiliate, U.S. Bank, in May 2001.
18
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 March 18, 2002.
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 June 1, 2002.
Dated: July 16, 2001
James L. Chosy
Secretary
19
APPENDIX A
FIRST AMERICAN FUNDS
AUDIT COMMITTEE
CHARTER
1. The First American Funds Complex Audit Committee (Audit Committee)
shall be composed entirely of independent directors.(1) The Audit
Committee shall be comprised of at least three members with one member
appointed as chairperson. All committee members shall be financially
literate(2) and at least one member shall have accounting or related
financial management expertise.(3)
2. The purposes of the Audit Committee are:
a) to oversee the Funds' accounting and financial reporting
policies and practices, their internal controls and, as
appropriate, the internal controls of certain service
providers;
b) to oversee the quality of the Funds' financial statements and
the independent audit thereof; and
c) to act as a liaison between the Funds' independent auditors
and the full Board of Directors.
The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and
internal control and for preparing the Funds' financial statements, and
the independent auditor's responsibility is to plan and carry out a
proper audit of the financial statements.
The outside auditor for the Funds is ultimately accountable to the
Board of Directors and Audit Committee as representatives of
shareholders. The Audit Committee and Board of Directors have the
ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the outside auditor (or to nominate the outside
auditor to be proposed for shareholder approval in any proxy
statement).
- -------------------------------
(1) A director shall be deemed "independent" for this purpose only if he or she
is independent within the meaning of both the applicable New York Stock
Exchange Rule and the applicable American Stock Exchange Rule. The full
Board of Directors has reviewed information provided by each Audit
Committee member and has found that each such member is "independent"
within the meaning of these rules.
(2) For purposes of the applicable New York Stock Exchange Rule, the full Board
of Directors, in its business judgment, interprets the term "financially
literate" in a manner consistent with the counterpart American Stock
Exchange Rule, as meaning that an Audit Committee member is able to read
and understand fundamental financial statements, including a balance sheet,
income statement and cash flow statement.
(3) For purposes of the applicable New York Stock Exchange Rule, the full Board
of Directors, in its business judgment, interprets this qualification in a
manner consistent with the counterpart American Stock Exchange Rule, as
meaning that an Audit Committee member has past employment experience in
finance or accounting, requisite professional certification in accounting,
or any other comparable experience or background which results in the
individual's financial sophistication, including being or having been a
chief executive officer, chief financial officer or other senior officer
with financial oversight responsibilities.
A-1
3. To carry out its purposes, the Audit Committee shall have the following
duties and powers:
a) to review with management and the independent auditors the
financial statements of closed-end funds included in the
annual report to shareholders, including their judgment about
the quality, not just the acceptability, of accounting
principles, the reasonableness of significant judgments, and
the clarity of the disclosures in the financial statements;
b) to meet with the Funds' independent auditors, including
private meetings, as necessary (i) to review the arrangements
for and scope of the annual audit and any special audits; (ii)
to discuss any matters or concern relating to the Funds'
financial statements, including any adjustments to such
statements recommended by the auditors, or other results of
said audit(s); (iii) to consider the auditors' comments with
respect to the Funds' financial policies, procedures and
internal accounting controls and management's responses
thereto; (iv) to review the form of opinion the independent
auditors propose to render to the Board and shareholders with
respect to the Funds' financial statements; and (v) to review
the results of internal audits of areas that impact the Funds;
c) to consider the effect upon the Funds of any changes in
accounting principles or practices proposed by management or
the auditors;
d) to ensure that the auditor submits on a periodic basis to the
Audit Committee a formal written statement delineating all
relationships between the auditor and the Funds, consistent
the Independence Standards Board Statement No. 1, to engage in
a dialogue with the auditor with respect to any disclosed
relationships or services that may impact the objectivity and
independence of the auditor, to evaluate the independence of
the auditor, and to recommend that the Board of Directors take
appropriate action in response to the auditors' report to
satisfy itself of the auditors' independence;
e) to recommend the selection, retention or termination of
auditors;
f) to review the fees charged to the Funds by the auditors for
audit and non-audit services;
g) to investigate improprieties or suspected improprieties in
Fund operations;
h) to review procedures to safeguard portfolio securities;
i) to review the Funds' back-up procedures and disaster recovery
plans (except those pertaining to primary pricing services
system); and
j) to report its activities to the full Board on a regular basis
and to make such recommendation with respect to the above and
other matters as the Committee may deem necessary or
appropriate.
4. The Committee shall meet on a regular basis and is empowered to hold
special meetings as circumstances require.
5. The Committee shall regularly meet with the Treasurer of the Funds.
6. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the power to investigate any
matter brought to its attention with full access to all books, records,
facilities, and personnel related to the Funds and the authority to
retain special counsel and other experts or consultants at the expense
of the appropriate Fund(s).
7. The Committee shall review this Charter at least annually and recommend
any changes to the full Board of Directors. The full Board of Directors
shall approve this charter at least annually.
A-2
APPENDIX B
PLAN OF LIQUIDATION AND DISSOLUTION
OF [AMERICAN MUNICIPAL TERM TRUST INC.--II]
[MINNESOTA 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.--II]
[Minnesota 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, 2002, 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,
2002, provided that the final distribution of the Corporation's assets to
shareholders may occur no later than April 15, 2007.
(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 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.
B-1
(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.
B-2
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
TIME:
Monday, August 27, 2001
at 2:00 p.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:
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
FAAM-PS-AM2
AMERICAN MUNICIPAL TERM TRUST II
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik
and Jeffrey M. Wilson, 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 II (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 27, 2001, 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.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE
SIDE OF THIS CARD. 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.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
AMERICAN MUNICIPAL TERM TRUST II
COMMON STOCK
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date ___________________
_____________________________________________________________________
|
|
_____________________________________________________________________|
Shareholder sign here Co-owner sign here
RECORD DATE SHARES:
1. To elect all nominees listed below (except as marked to the contrary below).
[ ] FOR ALL [ ] WITH- [ ] FOR ALL
NOMINEES HOLD EXCEPT
(01) ROBERT J. DAYTON,
(02) ANDREW S. DUFF,
(03) ANDREW M. HUNTER III,
(04) JOHN M. MURPHY, JR.,
(05) RICHARD K. RIEDERER,
(06) JOSEPH D. STRAUSS,
(07) VIRGINIA L. STRINGER, AND
(08) JAMES M. WADE
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. To ratify the selection of Ernst [ ] FOR [ ] AGAINST [ ] ABSTAIN
& Young LLP as independent public
accountants for the Fund.
3. To approve the Plan of Liquidation [ ] FOR [ ] AGAINST [ ] ABSTAIN
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.
AMERICAN MUNICIPAL TERM TRUST II
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik
and Jeffery M. Wilson 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 II (the "Fund"), held by
the undersigned at the annual meeting of shareholders of the Fund to be held on
August 27, 2001, 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.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE
SIDE OF THIS CARD. 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.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
AMERICAN MUNICIPAL TERM TRUST II
PREFERRED STOCK
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date ___________________
_____________________________________________________________________
|
|
_____________________________________________________________________|
Shareholder sign here Co-owner sign here
RECORD DATE SHARES:
1. To elect all nominees listed below (except as marked to the contrary below).
[ ] FOR ALL [ ] WITH- [ ] FOR ALL
NOMINEES HOLD EXCEPT
(01) ROBERT J. DAYTON,
(02) ANDREW S. DUFF,
(03) ROGER A. GIBSON,
(04) ANDREW M. HUNTER III,
(05) LEONARD W. KEDROWSKI,
(06) JOHN M. MURPHY, JR.,
(07) RICHARD K. RIEDERER,
(08) JOSEPH D. STRAUSS,
(09) VIRGINIA L. STRINGER, AND
(10) JAMES M. WADE
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. To ratify the selection of Ernst [ ] FOR [ ] AGAINST [ ] ABSTAIN
& Young LLP as independent public
accountants for the Fund.
3. To approve the Plan of Liquidation [ ] FOR [ ] AGAINST [ ] ABSTAIN
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.
AMERICAN MUNICIPAL TERM TRUST III
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OFTHE BOARD OF DIRECTORS
The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik
and Jeffrey M. Wilson 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 III (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 27, 2001, 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.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE
SIDE OF THIS CARD. 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.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
AMERICAN MUNICIPAL TERM TRUST III
COMMON STOCK
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date ___________________
_____________________________________________________________________
|
|
_____________________________________________________________________|
Shareholder sign here Co-owner sign here
RECORD DATE SHARES:
1. To elect all nominees listed below (except as marked to the contrary below).
[ ] FOR ALL [ ] WITH- [ ] FOR ALL
NOMINEES HOLD EXCEPT
(01) ROBERT J. DAYTON,
(02) ANDREW S. DUFF
(03) ANDREW M. HUNTER III,
(04) JOHN M. MURPHY, JR.
(05) RICHARD K. RIEDERER,
(06) JOSEPH D. STRAUSS,
(07) VIRGINIA L. STRINGER, AND
(08) JAMES M. WADE
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. To ratify the selection of Ernst [ ] FOR [ ] AGAINST [ ] ABSTAIN
& 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.
AMERICAN MUNICIPAL TERM TRUST III
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik,
and Jeffrey M. Wilson, 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 III (the "Fund"), held by
the undersigned at the annual meeting of shareholders of the Fund to be held on
August 27, 2001, 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.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE
SIDE OF THIS CARD. 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.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
AMERICAN MUNICIPAL TERM TRUST III
PREFERRED STOCK
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date ___________________
_____________________________________________________________________
|
|
_____________________________________________________________________|
Shareholder sign here Co-owner sign here
RECORD DATE SHARES:
1. To elect all nominees listed below (except as marked to the contrary below).
[ ] FOR ALL [ ] WITH- [ ] FOR ALL
NOMINEES HOLD EXCEPT
(01) ROBERT J. DAYTON,
(02) ANDREW S. DUFF
(03) ROGER A. GIBSON,
(04) ANDREW M. HUNTER III,
(05) LEONARD W. KEDROWSKI,
(06) JOHN M. MURPHY, JR.,
(07) RICHARD K. RIEDERER,
(08) JOSEPH D. STRAUSS,
(09) VIRGINIA L. STRINGER, AND
(10) JAMES M. WADE
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. To ratify the selection of Ernst [ ] FOR [ ] AGAINST [ ] ABSTAIN
& 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.
MINNESOTA MUNICIPAL TERM TRUST
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik
and Jeffrey M. Wilson, 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 Minnesota Municipal Term Trust (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 27, 2001, 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.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE
SIDE OF THIS CARD. 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.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
MINNESOTA MUNICIPAL TERM TRUST
COMMON STOCK
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date ___________________
_____________________________________________________________________
|
|
_____________________________________________________________________|
Shareholder sign here Co-owner sign here
RECORD DATE SHARES:
1. To elect all nominees listed below (except as marked to the contrary below).
[ ] FOR ALL [ ] WITH- [ ] FOR ALL
NOMINEES HOLD EXCEPT
(01) ROBERT J. DAYTON,
(02) ANDREW S. DUFF,
(03) ANDREW M. HUNTER III
(04) JOHN M. MURPHY, JR.,
(05) RICHARD K. RIEDERER,
(06) JOSEPH D. STRAUSS,
(07) VIRGINIA L. STRINGER, AND
(08) JAMES M. WADE
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. To ratify the selection of Ernst [ ] FOR [ ] AGAINST [ ] ABSTAIN
& Young LLP as independent public
accountants for the Fund.
3. To approve the Plan of Liquidation [ ] FOR [ ] AGAINST [ ] ABSTAIN
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.
MINNESOTA MUNICIPAL TERM TRUST
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik
and Jeffery M. Wilson 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 Minnesota Municipal Term Trust (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 27, 2001, 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.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE
SIDE OF THIS CARD. 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.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
MINNESOTA MUNICIPAL TERM TRUST
PREFERRED STOCK
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date ___________________
_____________________________________________________________________
|
|
_____________________________________________________________________|
Shareholder sign here Co-owner sign here
RECORD DATE SHARES:
1. To elect all nominees listed below (except as marked to the contrary below).
[ ] FOR ALL [ ] WITH- [ ] FOR ALL
NOMINEES HOLD EXCEPT
(01) ROBERT J. DAYTON,
(02) ANDREW S. DUFF,
(03) ROGER A. GIBSON,
(04) ANDREW M. HUNTER III,
(05) LEONARD W. KEDROWSKI,
(06) JOHN M. MURPHY, JR.,
(07) RICHARD K. RIEDERER,
(08) JOSEPH D. STRAUSS,
(09) VIRGINIA L. STRINGER, AND
(10) JAMES M. WADE
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. To ratify the selection of Ernst [ ] FOR [ ] AGAINST [ ] ABSTAIN
& Young LLP as independent public
accountants for the Fund.
3. To approve the Plan of Liquidation [ ] FOR [ ] AGAINST [ ] ABSTAIN
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.
MINNESOTA MUNICIPAL TERM TRUST II
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OFTHE BOARD OF DIRECTORS
The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik
and Jeffrey M. Wilson 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 Minnesota Municipal Term Trust II (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 27, 2001, 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.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE
SIDE OF THIS CARD. 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.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
MINNESOTA MUNICIPAL TERM TRUST II
COMMON STOCK
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date ___________________
_____________________________________________________________________
|
|
_____________________________________________________________________|
Shareholder sign here Co-owner sign here
RECORD DATE SHARES:
1. To elect all nominees listed below (except as marked to the contrary below).
[ ] FOR ALL [ ] WITH- [ ] FOR ALL
NOMINEES HOLD EXCEPT
(01) ROBERT J. DAYTON,
(02) ANDREW S. DUFF
(03) ANDREW M. HUNTER III,
(04) JOHN M. MURPHY, JR.
(05) RICHARD K. RIEDERER,
(06) JOSEPH D. STRAUSS,
(07) VIRGINIA L. STRINGER, AND
(08) JAMES M. WADE
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. To ratify the selection of Ernst [ ] FOR [ ] AGAINST [ ] ABSTAIN
& 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.
MINNESOTA MUNICIPAL TERM TRUST II
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik,
and Jeffrey M. Wilson, 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 Minnesota Municipal Term Trust II (the "Fund"), held by
the undersigned at the annual meeting of shareholders of the Fund to be held on
August 27, 2001, 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.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE
SIDE OF THIS CARD. 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.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
MINNESOTA MUNICIPAL TERM TRUST II
PREFERRED STOCK
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date ___________________
_____________________________________________________________________
|
|
_____________________________________________________________________|
Shareholder sign here Co-owner sign here
RECORD DATE SHARES:
1. To elect all nominees listed below (except as marked to the contrary below).
[ ] FOR ALL [ ] WITH- [ ] FOR ALL
NOMINEES HOLD EXCEPT
(01) ROBERT J. DAYTON,
(02) ANDREW S. DUFF
(03) ROGER A. GIBSON,
(04) ANDREW M. HUNTER III,
(05) LEONARD W. KEDROWSKI,
(06) JOHN M. MURPHY, JR.,
(07) RICHARD K. RIEDERER,
(08) JOSEPH D. STRAUSS,
(09) VIRGINIA L. STRINGER, AND
(10) JAMES M. WADE
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. To ratify the selection of Ernst [ ] FOR [ ] AGAINST [ ] ABSTAIN
& 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.
MINNESOTA MUNICIPAL INCOME PORTFOLIO
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OFTHE BOARD OF DIRECTORS
The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik
and Jeffrey M. Wilson 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 Minnesota Municipal Income Portfolio (the "Fund"), held by
the undersigned at the annual meeting of shareholders of the Fund to be held on
August 27, 2001, 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.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE
SIDE OF THIS CARD. 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.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
MINNESOTA MUNICIPAL INCOME PORTFOLIO
COMMON STOCK
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date ___________________
_____________________________________________________________________
|
|
_____________________________________________________________________|
Shareholder sign here Co-owner sign here
RECORD DATE SHARES:
1. To elect all nominees listed below (except as marked to the contrary below).
[ ] FOR ALL [ ] WITH- [ ] FOR ALL
NOMINEES HOLD EXCEPT
(01) ROBERT J. DAYTON,
(02) ANDREW S. DUFF
(03) ANDREW M. HUNTER III,
(04) JOHN M. MURPHY, JR.
(05) RICHARD K. RIEDERER,
(06) JOSEPH D. STRAUSS,
(07) VIRGINIA L. STRINGER, AND
(08) JAMES M. WADE
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. To ratify the selection of Ernst [ ] FOR [ ] AGAINST [ ] ABSTAIN
& 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.
MINNESOTA MUNICIPAL INCOME PORTFOLIO
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik,
and Jeffrey M. Wilson, 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 Minnesota Municipal Income Portfolio (the "Fund"), held
by the undersigned at the annual meeting of shareholders of the Fund to be held
on August 27, 2001, 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.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE
SIDE OF THIS CARD. 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.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
MINNESOTA MUNICIPAL INCOME PORTFOLIO
PREFERRED STOCK
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date ___________________
_____________________________________________________________________
|
|
_____________________________________________________________________|
Shareholder sign here Co-owner sign here
RECORD DATE SHARES:
1. To elect all nominees listed below (except as marked to the contrary below).
[ ] FOR ALL [ ] WITH- [ ] FOR ALL
NOMINEES HOLD EXCEPT
(01) ROBERT J. DAYTON,
(02) ANDREW S. DUFF
(03) ROGER A. GIBSON,
(04) ANDREW M. HUNTER III,
(05) LEONARD W. KEDROWSKI,
(06) JOHN M. MURPHY, JR.,
(07) RICHARD K. RIEDERER,
(08) JOSEPH D. STRAUSS,
(09) VIRGINIA L. STRINGER, AND
(10) JAMES M. WADE
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. To ratify the selection of Ernst [ ] FOR [ ] AGAINST [ ] ABSTAIN
& 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.
AMERICAN MUNICIPAL INCOME PORTFOLIO
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OFTHE BOARD OF DIRECTORS
The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik
and Jeffrey M. Wilson 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 Income Portfolio (the "Fund"), held by
the undersigned at the annual meeting of shareholders of the Fund to be held on
August 27, 2001, 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.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE
SIDE OF THIS CARD. 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.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
AMERICAN MUNICIPAL INCOME PORTFOLIO
COMMON STOCK
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date ___________________
_____________________________________________________________________
|
|
_____________________________________________________________________|
Shareholder sign here Co-owner sign here
RECORD DATE SHARES:
1. To elect all nominees listed below (except as marked to the contrary below).
[ ] FOR ALL [ ] WITH- [ ] FOR ALL
NOMINEES HOLD EXCEPT
(01) ROBERT J. DAYTON,
(02) ANDREW S. DUFF
(03) ANDREW M. HUNTER III,
(04) JOHN M. MURPHY, JR.
(05) RICHARD K. RIEDERER,
(06) JOSEPH D. STRAUSS,
(07) VIRGINIA L. STRINGER, AND
(08) JAMES M. WADE
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. To ratify the selection of Ernst [ ] FOR [ ] AGAINST [ ] ABSTAIN
& 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.
AMERICAN MUNICIPAL INCOME PORTFOLIO
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik,
and Jeffrey M. Wilson, 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 Income Portfolio (the "Fund"), held
by the undersigned at the annual meeting of shareholders of the Fund to be held
on August 27, 2001, 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.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE
SIDE OF THIS CARD. 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.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
- -------------------------------- ----------------------------------------
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
AMERICAN MUNICIPAL INCOME PORTFOLIO
PREFERRED STOCK
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [ ]
CONTROL NUMBER:
Please be sure to sign and date this Proxy. Date ___________________
_____________________________________________________________________
|
|
_____________________________________________________________________|
Shareholder sign here Co-owner sign here
RECORD DATE SHARES:
1. To elect all nominees listed below (except as marked to the contrary below).
[ ] FOR ALL [ ] WITH- [ ] FOR ALL
NOMINEES HOLD EXCEPT
(01) ROBERT J. DAYTON,
(02) ANDREW S. DUFF
(03) ROGER A. GIBSON,
(04) ANDREW M. HUNTER III,
(05) LEONARD W. KEDROWSKI,
(06) JOHN M. MURPHY, JR.,
(07) RICHARD K. RIEDERER,
(08) JOSEPH D. STRAUSS,
(09) VIRGINIA L. STRINGER, AND
(10) JAMES M. WADE
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. To ratify the selection of Ernst [ ] FOR [ ] AGAINST [ ] ABSTAIN
& 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.
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 voting instruction form in the postage-paid envelope found
within your proxy package.
YOUR VOTE IS IMPORTANT! PLEASE VOTE TODAY.