EXHIBIT (17)(c) PROXY CARD PROXY CARD FIRST AMERICAN INVESTMENT FUNDS, INC. Growth & Income Fund SPECIAL MEETING OF SHAREHOLDERS MAY 14, 2002 This Proxy is Solicited on Behalf of the Board of Directors. The undersigned revoke(s) all previous proxies and appoint(s) ____________________, _____________________ or __________________ or either one of them, attorneys, with full power of substitution, to vote all shares of Growth & Income Fund, a series of First American Investment Funds, Inc. ("FAIF"), which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Equity Income Fund to be held at the offices of FAIF at 800 Nicollet Mall, Minneapolis, Minnesota 55402, on Tuesday, May 14, 2002 at 10:00 a.m. Central time, and at any adjournments or postponements thereof. I (we) acknowledge receipt of the Notice of Special Meeting of Shareholders, the Prospectus/Proxy Statement and the various accompanying materials, as referenced in the Prospectus/Proxy Statement relating to the proposed reorganization of Growth & Income Fund with and into Equity Income Fund, a separate series of FAIF. VOTE VIA FACSIMILE: ____________________________ VOTE VIA THE INTERNET: _________________________ VOTE VIA THE TELEPHONE: 1-800-__________________ ------------------------------------ CONTROL NUMBER: __________________ ------------------------------------ NOTE: Please sign your name exactly as it appears in the registration on the proxy card. If signing for an estate, trust or corporation, please state your title or capacity. If joint owners, EITHER may sign. ------------------------------------ Signature and Title, if applicable ------------------------------------ Date PLEASE VOTE ON THE REVERSE SIDE, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: [X] IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL. As to any other matter, said attorneys will vote in accordance with their best judgment. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL. - ----------------------------------------------- -------------------------------- 1. To approve an Agreement and Plan of FOR AGAINST ABSTAIN Reorganization, attached to the Prospectus/Proxy Statement for the [__] [__] [__] Special Meeting, which provides for and contemplates (a) the acquisition of all of the assets of Growth & Income Fund by Equity Income Fund and the assumption of all identified and stated liabilities of Growth & Income Fund by Equity Income Fund in exchange for shares of Equity Income Fund and (b) the subsequent liquidation of Growth & Income Fund and the pro rata distribution of Equity Income Fund shares to Growth & Income Fund shareholders. - ----------------------------------------------- -------------------------------- 2. To transact such other business as may properly come before the Special Meeting or any adjournment or postponements thereof. - ----------------------------------------------- -------------------------------- Please refer to the Prospectus/Proxy Statement for a discussion of this matter. Check here if you plan to attend the Special Meeting. __________ PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED.