SCHEDULE 14A INFORMATION

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

(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Prelminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Under Rule 14a-12

American Municipal Income Portfolio Inc.
Minnesota Municipal Income Portfolio Inc.
First American Minnesota Municipal Income Fund II, Inc.
American Income Fund, 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 INCOME PORTFOLIO INC.
MINNESOTA MUNICIPAL INCOME PORTFOLIO INC.
FIRST AMERICAN MINNESOTA MUNICIPAL INCOME FUND II, INC.
AMERICAN INCOME FUND, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
SEPTEMBER 19, 2005

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of American
Municipal Income Portfolio Inc., Minnesota Municipal Income Portfolio Inc.,
First American Minnesota Municipal Income Fund II, Inc. and American Income
Fund, Inc. (individually, a "Fund" and collectively, the "Funds") will be held
at 3:00 p.m., Central Time, on Monday, September 19, 2005, at the Minneapolis
Club, 729 Second Avenue South, Minneapolis, Minnesota 55402. The purposes of the
meeting are as follow:

1. To elect directors.

- Shareholders of American Income Fund are being asked to elect
three individuals to Class II of the Board of Directors.

- Shareholders of the other Funds are being asked to elect eight
individuals to the Board of Directors. For each Fund, common
shareholders and preferred shareholders, voting together as a
single class, will elect six directors and preferred
shareholders, voting alone, will elect two directors.

2. For shareholders of American Income Fund only, to approve amendments
to the Fund's Restated and Amended Articles of Incorporation and
Bylaws to declassify the Board of Directors so that all directors
are elected annually and to eliminate the requirement that directors
may be removed only for cause by the holders of 75% of the Fund's
shares.

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

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 25, 2005 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.

August ___, 2005 Kathleen L. Prudhomme
Secretary

PROXY STATEMENT

AMERICAN MUNICIPAL INCOME PORTFOLIO INC.
MINNESOTA MUNICIPAL INCOME PORTFOLIO INC.
FIRST AMERICAN MINNESOTA MUNICIPAL INCOME FUND II, INC.
AMERICAN INCOME FUND, INC.

ANNUAL MEETING OF SHAREHOLDERS -- SEPTEMBER 19, 2005

The enclosed proxy is solicited by the Board of Directors of American
Municipal Income Portfolio Inc., Minnesota Municipal Income Portfolio Inc.,
First American Minnesota Municipal Income Fund II, Inc. and American Income
Fund, Inc. (sometimes referred to individually as a "Fund" and collectively as
the "Funds") in connection with each Fund's annual meeting of shareholders to be
held Monday, September 19, 2005, and any adjournments thereof.

The investment adviser for the Funds is U.S. Bancorp Asset Management,
Inc. (the "Adviser"). U.S. Bancorp Asset Management also acts as the
administrator for the Funds. The address of the Funds and the Adviser is 800
Nicollet Mall, 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 August
___, 2005. 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.

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.

For American Municipal Income Portfolio, Minnesota Municipal Income
Portfolio and First American Minnesota Municipal Income Fund II (the "Municipal
Bond Funds"), all returned proxies count toward a quorum, regardless of how they
are voted. Abstentions and broker non-votes will have no effect on the proposal
to elect directors. With respect to the proposal to ratify the funds'
independent accountants, an abstention will be counted as shares present at the
meeting in determining whether the proposal has been approved, and will have the
same effect as a vote against the proposal. If a proxy is returned with a broker
non-vote on the 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.)

For American Income Fund, shares represented by proxies that withhold
authority to vote or that reflect abstentions or broker non-votes are counted as
shares that are present and entitled to vote on the matter for purposes of
determining the presence of a quorum. Abstentions and broker non-votes will have
no effect on the proposal to elect directors, but will have the same effect as a

vote against the proposal to amend the Fund's Restated and Amended Articles of
Incorporation and the Fund's Bylaws and the proposal to ratify the Fund's
independent accountants.

If a quorum is not obtained or if sufficient votes to approve any proposal
are not received for any Fund, the persons named as proxies may propose one or
more adjournments of the meeting for that Fund 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 being solicited with
respect to each proposal:

AMERICAN MINNESOTA FIRST AMERICAN
MUNICIPAL MUNICIPAL MINNESOTA
INCOME INCOME MUNICIPAL AMERICAN
PROPOSAL PORTFOLIO PORTFOLIO INCOME FUND II INCOME FUND
- ---------------------------- --------- ---------- -------------- ------------

Elect directors X X X X

Approve amendments to the N/A N/A N/A X
Restated and Amended
Articles of Incorporation
and Bylaws to declassify the
Board of Directors and to
eliminate certain
restriction on removing
directors

Ratify the selection of X X X X
independent public
accountants

Only shareholders of record of each Fund on July 25, 2005 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 MINNESOTA FIRST AMERICAN
MUNICIPAL INCOME MUNICIPAL INCOME MINNESOTA MUNICIPAL AMERICAN INCOME
PORTFOLIO PORTFOLIO INCOME FUND II FUND
---------------- ---------------- ------------------- ---------------

Common Shares

Preferred Shares None

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 25, 2005, except as follows:

PERCENTAGE
NAME AND ADDRESS OF NUMBER OF SHARES OWNERSHIP OF
FUND BENEFICIAL OWNER OF COMMON STOCK COMMON STOCK
- -------------------- ------------------------------- ---------------- ------------

American Income Fund Karpus Management, Inc. %
14 Toby Village Office Park
Pittsford, NY

Sit Investment Associates, Inc. %
and affiliated entities
4600 Wells Fargo Center
Minneapolis, MN

Copies of each Fund's most recent annual report and subsequent semi-annual
report, if any, are available to shareholders upon request. If you would like to
receive a copy, please contact the Funds at 800 Nicollet Mall, Minneapolis,
Minnesota 55402, or call 800-677-FUND and one will be sent, without charge, by
first-class mail within three business days of your request.

PROPOSAL ONE
ELECTION OF DIRECTORS

American Income Fund. The Restated and Amended Articles of Incorporation
of American Income Fund provide that the Fund's Board of Directors shall be
divided into three classes, each having a term of three years. Each year, the
term of office of one class expires. The term of office of the Class II
directors expires at this year's annual meeting. Shareholders will be asked to
elect Victoria J.Herget, Leonard W. Kedrowski and Richard K. Riederer to serve
as Class II directors of the Fund. If Fund shareholders approve Proposal Two to
declassify the Fund's Board of Directors, these directors will hold office until
the 2006 annual meeting of shareholders and until their successors are elected
and qualified. If Fund shareholders do not approve Proposal Two, these directors
will hold office for a three-year term to expire at the 2008 annual meeting of
shareholders. (The terms of office of the Class I and Class III directors expire
at the 2007 and 2006 annual meetings of shareholders, respectively, except that
if shareholders approve Proposal Two, the terms of all such directors will
expire at the 2006 annual meeting. ) It is intended that the enclosed proxy for
American Income Fund will be voted for the election of Ms. Herget, Mr. Kedrowski
and Mr. Riederer as Class II directors of the Fund unless such authority has
been withheld in the proxy.

Municipal Bond Funds. The directors of the Municipal Bond Funds do not
have staggered terms. Each director serves until the next annual meeting of
shareholders. The shareholders of each Municipal Bond Fund will be asked to
elect eight nominees to the Fund's Board of Directors. Each Municipal Bond
Fund's preferred shareholders are entitled to elect two of the Fund's directors,
and the remaining six 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 each Municipal Bond Fund's preferred shareholders are
Roger A. Gibson and Leonard W. Kedrowski. Benjamin R. Field III, Victoria J.
Herget, Richard K. Riederer, Joseph D. Strauss, Virginia L. Stringer and James
M. Wade are to be elected by the preferred shareholders and the common
shareholders of each Municipal Bond Fund, voting together. It is

intended that the enclosed proxy will be voted for the election of each of these
individuals as directors of the Municipal Bond Funds unless such authority has
been withheld in the proxy.

Biographical Information. Biographical information regarding each nominee
is set forth below. Each nominee also serves as a director of the other
closed-end and open-end investment companies managed by the Adviser (the "Fund
Complex"). The Fund Complex currently consists of eight closed-end funds (each
of which is a registered investment company) and 48 open-end funds (which are
portfolios of three registered investment companies). The business address of
each of the nominees is First American Funds, P.O. Box 1329, Minneapolis,
Minnesota 55440-1329.

NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS

NUMBER OF
PORTFOLIOS IN OTHER
POSITION FUND DIRECTOR-
HELD COMPLEX SHIPS HELD
NAME AND WITH THE TERM OF OFFICE* AND PRINCIPAL OCCUPATION(s) OVERSEEN BY BY
YEAR OF BIRTH FUNDS LENGTH OF TIME SERVED DURING LAST 5 YEARS DIRECTOR DIRECTOR**
- ------------- --------- -------------------------- ----------------------- ------------- --------------

Benjamin R. Field Director Mr. Field has served as a Retired; Senior 56 None
III director of each of the Financial Advisor, Bemis
(1938) Funds since September Company, Inc. from May
2003. As a Municipal Bond 2002 through June 2004;
Fund director he serves Senior Vice President,
for a one-year term that Chief Financial Officer
expires at the next annual & Treasurer, Bemis,
meeting of shareholders. through April 2002.
As a Class I director of
American Income Fund his
term will expire at the
2007 annual meeting of
shareholders, except that
if shareholders approve
Proposal Two, his term
will expire at the next
annual meeting of
shareholders.

Roger A. Gibson Director Mr. Gibson has served as a Vice President - Cargo, 56 None
(1946) director of each of the United Airlines, since
Municipal Bond Funds since July 2001; Vice
August 1998. As a President, North America
Municipal Bond Fund - Mountain Region for
director he serves for a United Airlines, prior
one-year term that expires to July 2001.
at the next annual meeting
of shareholders. Mr.
Gibson has served as a
Class I director of
American Income Fund since
October 2000. His term as
a director of American
Income Fund will expire at
the 2007 annual meeting of
shareholders, except that
if shareholders approve
Proposal Two, his term
will expire at the next
annual meeting of
shareholders.

Victoria J. Herget Director Ms. Herget has served as a Investment consultant 56 None
(1951) director of each of the and non-profit board
Funds since September member since 2001;
2003. As a Municipal Bond Managing Director of
Fund director she serves Zurich Scudder
for a one-year term that Investments through
expires at the next annual 2001.
meeting of shareholders.
As a Class II director of
American Income Fund she
has been nominated for a
three-year term that will
expire at the 2008 annual
meeting of shareholders,
except that if
shareholders approve
Proposal Two, her term
will expire at the next
annual meeting of
shareholders.

Leonard W. Director Mr. Kedrowski has served Owner, Executive and 56 None
Kedrowski as a director of each of Management Consulting,
(1941) the Municipal Bond Funds Inc., a management
since August 1998. As a consulting firm; Board
Municipal Bond Fund member, GC McGuiggan
director he serves for a Corporation (dba Smyth
one-year term that expires Companies), a label
at the next annual meeting printer; former Chief
of shareholders. Mr. Executive Officer,
Kedrowski has served as a Creative Promotions
Class II director of International, LLC, a
American Income Fund since promotional award
October 2000. He has been programs and products
nominated for a three-year company, through October
term that will expire at 2003; Advisory Board
the 2008 annual meeting of member, Designer Doors,
shareholders, except that manufacturer of designer
if shareholders approve doors, through 2002.
Proposal Two, his term
will expire at the next
annual meeting of
shareholders

Richard K. Director Mr. Riederer has served as Retired; Director, 56 None
Riederer a director of each of the President and Chief
(1944) Funds since August 2001. Executive Officer,
As a Municipal Bond Fund Weirton Steel through
director he serves for a 2001.
one-year term
that expires at the next
annual meeting of
shareholders. As a Class
II director of American
Income Fund he has been
nominated for a three-year
term that will expire at
the 2008 annual meeting of
shareholders, except that
if shareholders approve
Proposal Two, his term
will expire at the next
annual meeting of
shareholders.

Joseph D. Strauss Director Mr. Strauss has served as Owner, Chairman and 56 None
(1940) a director of each of the Chief Executive Officer,
Municipal Bond Funds since Excensus(TM), LLC, a
August 1998. As a consulting firm, since
Municipal Bond Fund 2001; owner and
director he serves for a President, Strauss
one-year term that expires Management Company, a
at the next annual meeting Minnesota holding
of shareholders. Mr. company for various
Strauss has served as a organizational
Class III director of management business
American Income Fund since ventures; owner,
October 2000. His current Chairman and Chief
term expires at the 2006 Executive Officer,
annual meeting of Community Resource
shareholders. Partnerships, Inc., a
strategic
planning,
operations
management,
government
relations,
transportation
planning and
public relations
organization;
attorney at law.

Virginia L. Chair; Ms. Stringer has served as Owner and President, 56 None
Stringer Director a director of each of the Strategic Management
(1944) Municipal Bond Funds since Resources, Inc., a
August 1998. As a management consulting
Municipal Bond Fund firm; Executive
director she serves for a Consultant for State
one-year term that expires Farm Insurance Cos.
at the next annual meeting through 2003.
of shareholders. She has
served as a Class III
director of American
Income Fund since October
2000. Her current term
expires at the 2006 annual
meeting of shareholders.

James M. Wade Director Mr. Wade has served as a Owner and President, Jim 56 None
(1943) director of each of the Wade Homes, a
Funds since August 2001. homebuilding company,
As a Municipal Bond Fund since 1999.
director he serves for a
one-year term that expires
at the next annual meeting
of shareholders. As a
Class III director of
American Income Fund, his
current term expires at
the 2006 annual meeting of
shareholders.

- -------------------
* Each director serves for the term specified or, if earlier, until his or her
death, resignation, removal or disqualification.

** Includes only directorships in a company with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act or subject
to the requirements of Section 15(d) of the Securities Exchange Act, or any
company registered as an investment company under the Investment Company Act.

There were ____ meetings of the Board of Directors during the fiscal year
of American Municipal Income Portfolio, Minnesota Municipal Income Portfolio and
First American Minnesota Municipal Income Fund II ended January 31, 2005 and
____ meetings of the Board of Directors during the fiscal year of American
Income Fund ended October 31, 2004. During each such fiscal year, each of the
directors standing for re-election 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.

STANDING COMMITTEES

The Board of Directors of each Fund currently has three standing
committees: an Audit Committee, a Pricing Committee and a Governance Committee.

The purposes of the Audit Committee are (1) to oversee the Funds'
accounting and financial reporting policies and practices, their internal
controls and, as appropriate, the internal controls of certain service
providers; (2) to oversee the quality of the Funds' financial statements and the
independent audit thereof; (3) to assist Board oversight of the Funds'
compliance with legal and regulatory requirements; and (4) to act as a liaison
between the Funds' independent auditors and the full Board of Directors. The
Audit Committee, together with the Board of Directors, has 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). The Audit Committee has adopted a
written charter setting forth, among other things, requirements with respect to
the composition of the Committee, the purposes of the Committee, and the
Committee's duties and powers. A copy of this charter was included as an
appendix to the proxy statement for last year's annual shareholders meeting. The

Audit Committee currently consists of Mr. Kedrowski (chair), Mr. Field, Mr.
Riederer and Ms. Stringer (ex officio). The Board has determined that each
member of the Audit Committee is "independent" within the meaning of New York
Stock Exchange and American Stock Exchange listing standards and is not an
"interested person" as defined in the Investment Company Act of 1940. The Board
of Directors of each Fund has designated Mr. Kedrowski, Mr. Field and Mr.
Riederer as Audit Committee financial experts. The Audit Committee met ___ times
during the fiscal year of American Municipal Income Portfolio, Minnesota
Municipal Income Portfolio and First American Minnesota Municipal Income Fund II
ended January 31, 2005 and ___ times during the fiscal year of American Income
Fund ended October 31, 2004.

The Pricing Committee of each Fund's Board of Directors is responsible for
valuing portfolio securities for which market quotations are not readily
available, pursuant to procedures established by the Board of Directors. Current
members of the Pricing Committee are Mr. Gibson (Chair), Mr. Wade, Mr. Field and
Ms. Stringer (ex-officio). The Pricing Committee met ___ times during the fiscal
year of American Municipal Income Portfolio, Minnesota Municipal Income
Portfolio and First American Minnesota Municipal Income Fund II ended January
31, 2005 and ___ times during the fiscal year of American Income Fund ended
October 31, 2004.

The Governance Committee of the Board of Directors is responsible for
nominating directors and making recommendations to the Board concerning Board
composition, committee structure and governance, director education, and
governance practices. The members of the Governance Committee are Mr. Strauss
(Chair), Mr. Wade, Ms. Herget, and Ms. Stringer (ex officio). The Board has
determined that each member of the Governance Committee is "independent" within
the meaning of New York Stock Exchange and American Stock Exchange listing
standards and is not an "interested person" as defined in the Investment Company
Act of 1940. The Governance Committee met ___ times during the fiscal year of
American Municipal Income Portfolio, Minnesota Municipal Income Portfolio and
First American Minnesota Municipal Income Fund II ended January 31, 2005 and ___
times during the fiscal year of American Income Fund ended October 31, 2004. The
current Governance Committee Charter is attached as Appendix A to this proxy
statement.

In addition to the above committees, the Board of Directors also appoints
a Fund Review Liaison. The responsibility of the Fund Review Liaison is to lead
the Board of Directors, together with the Board Chair, in evaluating Fund
performance, Fund service provider contracts and arrangements for execution of
Fund trades. Ms. Herget is the current Fund Review Liaison.

SELECTION OF DIRECTOR NOMINEES

The Governance Committee will consider shareholder recommendations for
director nominees in connection with each annual shareholders meeting of the
Funds and any special shareholders meeting which is called for the purpose of
electing directors. There are no differences in the manner in which the
Governance Committee evaluates nominees for director based on whether the
nominee is recommended by a shareholder.

A shareholder who wishes to recommend a director nominee should submit his
or her recommendation in writing to the Chair of the Board (Ms. Stringer) or the
Chair of the

Governance Committee (Mr. Strauss), in either case at First American Funds, P.O.
Box 1329, Minneapolis, Minnesota 55440-1329. At a minimum, the recommendation
should include:

- the name, address, and business, educational, and/or other pertinent
background of the person being recommended;

- a statement concerning whether the person is "independent" within
the meaning of New York Stock Exchange and American Stock Exchange
listing standards and is not an "interested person" as defined in
the Investment Company Act of 1940;

- any other information that the Funds would be required to include in
a proxy statement concerning the person if he or she was nominated;
and

- the name and address of the person submitting the recommendation,
together with the number of Fund shares held by such person and the
period for which the shares have been held.

The recommendation also can include any additional information which
the person submitting it believes would assist the Governance Committee in
evaluating the recommendation. In order for the Governance Committee to consider
a shareholder's recommended nominee for election at the annual shareholders
meeting in a given year, the recommendation should be submitted to the
Governance Committee no later than May 31 in that year.

The Board of Directors currently is composed entirely of persons who
are not "interested persons" as defined in the Investment Company Act of 1940.
The Board presently intends to remain composed only of such persons.
Shareholders should note that a person who owns securities issued by U.S.
Bancorp (the parent company of the Funds' investment advisor) would be deemed an
"interested person" under the Investment Company Act of 1940. In addition,
certain other relationships with U.S. Bancorp or its subsidiaries, with
registered broker-dealers, or with the Funds' outside legal counsel may cause a
person to be deemed an "interested person."

The Governance Committee has not established specific, minimum
qualifications that it believes must be met by a director nominee. In evaluating
director nominees, the Governance Committee considers, among other things, an
individual's background, skills, and experience; whether the individual is
"independent" within the meaning of applicable stock exchange listing standards
and is not an "interested person" as defined in the Investment Company Act of
1940; and whether the individual is "financially literate" or would be deemed an
"audit committee financial expert" within the meaning of such listing standards
and applicable Securities and Exchange Commission ("SEC") rules. The Governance
Committee also considers whether the individual's background, skills, and
experience will complement the background, skills, and experience of other
nominees and will contribute to the diversity of the Board. In addition to
considering shareholder recommendations, the Governance Committee may consider
recommendations by business and personal contacts of current Board members, by
Fund management, and by executive search firms which the committee may engage
from time to time.

Before the Governance Committee decides to nominate an individual as
a director, committee members and other directors customarily interview the
individual in person. In

addition, the individual customarily is asked to complete a detailed
questionnaire which is designed to elicit information which must be disclosed
under SEC and stock exchange rules and to determine whether the individual is
subject to any statutory disqualification from serving as a director of a
registered investment company.

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS

Shareholders of the Funds can communicate directly with the Board of
Directors by writing to the Chair of the Board, First American Funds, P.O. Box
1329, Minneapolis, Minnesota 55440-1329. Shareholders can communicate directly
with an individual director by writing to that director at P.O. Box 1329,
Minneapolis, Minnesota 55440-1329. Such communications to the Board or
individual directors are not screened before being delivered to the addressee.

DIRECTOR ATTENDANCE AT SHAREHOLDERS MEETINGS

The Board of Directors encourages directors to attend annual shareholders
meetings of the Funds in person or by telephone. ____ directors attended the
Funds' 2004 annual shareholders meeting in person.

DIRECTOR COMPENSATION

The Fund complex currently pays directors who are not paid employees or
affiliates of the Funds an annual retainer of $40,000 ($60,000 in the case of
the Chair). The Fund Review Liaison receives an additional annual retainer of
$10,000. In addition, directors are paid the following fees for attending Board
and committee meetings:

- $5,000 per day for in-person attendance at Board of Directors
meetings ($7,500 per day in the case of the Chair);

- $2,500 per day for telephonic attendance at Board of Directors
meetings ($3,750 in the case of the Chair);

- $2,500 for in-person attendance at any committee meeting ($3,750 in
the case of the committee chair); and

- $1,250 for telephonic attendance at any committee meeting ($1,875 in
the case of the committee chair).

Directors also receive $2,500 per day when traveling, on behalf of a Fund, out
of town on Fund business which does not involve a Board or committee meeting. In
addition, directors are reimbursed for their out-of-pocket expenses in traveling
from their primary or secondary residence to Board and committee meetings, on
Fund business and to attend mutual fund industry conferences or seminars. The
amounts specified in this paragraph are allocated among the funds 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.

The following table sets forth the compensation received by each director
standing for re-election from each Fund for its most recent fiscal year, as well
as the total compensation received by each such director from the Fund Complex
for the twelve months ended December 31, 2004.

AGGREGATE
COMPENSATION
AGGREGATE FROM FIRST
AGGREGATE COMPENSATION AMERICAN AGGREGATE TOTAL
COMPENSATION FROM MINNESOTA MINNESOTA COMPENSATION COMPENSATION
FROM AMERICAN MUNICIPAL MUNICIPAL FROM AMERICAN FROM FUND
MUNICIPAL INCOME INCOME PORTFOLIO INCOME FUND II INCOME FUND COMPLEX PAID TO
NAME OF DIRECTOR PORTFOLIO (1) (2) (3) (4) DIRECTORS (5)(6)
- ------------------ ---------------- ---------------- -------------- ------------- ----------------

Benjamin R. Field $ $ $ $ $
III

Roger A. Gibson

Victoria J. Herget

Leonard W.
Kedrowski

Richard K.
Riederer

Joseph D. Strauss

Virginia L.
Stringer

James M. Wade

(1) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $; and Leonard W. Kedrowski, $.

(2) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $; and Leonard W. Kedrowski, $.

(3) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $ and Leonard W. Kedrowski, $.

(4) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $; and Leonard W. Kedrowski, $.

(5) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $; and Leonard W. Kedrowski, $.

(6) As of December 31, 2004, the Fund Complex consisted of three open-end and
eight closed-end investment companies, totaling 56 funds, managed by the
Adviser, including the Funds.

DIRECTOR SHAREHOLDINGS

The following table discloses the dollar range of equity securities
beneficially owned by each director standing for re-election (i) in each Fund
and (ii) on an aggregate basis in any of the funds in the Fund Complex.

Dollar Range of Equity Aggregate Dollar Range of Equity
Name of Director Securities in the Funds Securities in the Fund Complex*
- ---------------- ----------------------- ------------------------------

Benjamin R. Field III None $50,001-$100,000

Mickey P. Foret None Over $100,000

Roger A. Gibson None $10,001-$50,000

Victoria J. Herget None Over $100,000

Leonard W. Kedrowski None Over $100,000

Richard K. Riederer None Over $100,000

Joseph D. Strauss None Over $100,000

Virginia L. Stringer None Over $100,000

James M. Wade None Over $100,000

- ------------------------------------
*The dollar range disclosed is based on the value of the securities as of June
30, 2005.

To the knowledge of the Funds, as of July 25, 2005, the officers and
directors of each Fund as a group beneficially owned less than 1% of each class
of the outstanding shares of each Fund.

BOARD RECOMMENDATION; REQUIRED VOTE

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR OF
ALL NOMINEES TO SERVE AS DIRECTORS. For each Municipal Bond Fund, (i) the vote
of a plurality 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 plurality 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. For American Income Fund, the vote of a
plurality of the shares voted at the meeting is sufficient for the election of
each of the nominees, provided at least a quorum (a majority of the outstanding
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.

PROPOSAL TWO

AMENDMENTS TO THE ARTICLES OF INCORPORATION AND BYLAWS OF
AMERICAN INCOME FUND TO DECLASSIFY THE BOARD OF DIRECTORS AND
ELIMINATE CERTAIN RESTRICTIONS ON REMOVING DIRECTORS

Article V of American Income Fund's Restated and Amended Articles of
Incorporation (the "Articles of Incorporation") and Section 3.1 of American
Income Fund's Bylaws provide that the Board be divided into three classes, each
class consisting of a number of directors as nearly equal as possible. The
classes serve staggered three year terms, with the result that approximately
one-third of the directors stand for re-election at any given annual meeting.
Article V of the Articles of Incorporation and Section 3.4 of the Bylaws contain
a related provision intended to assure that that directors continue to hold
office for the entire length of their term by providing that a director may be
removed only for cause, and only by the vote of 75% of the Fund's shares. The
Board of Directors has recommended that shareholders approve amendments to these
and certain related sections of American Income Fund's Articles of Incorporation
and Bylaws, as more fully described below, in order to implement an annual
election of all directors and eliminate the current restrictions on removing
directors.

REASONS FOR THE PROPOSAL

American Income Fund had a classified Board of Directors at the time U.S.
Bancorp Asset Management was appointed the Fund's investment adviser in October
2000. The other funds in the Fund Complex do not have classified Boards.

Proponents of classified boards generally assert that they promote the
independence of directors because directors elected for multi-year terms are
less subject to outside influence. Proponents of classified boards also believe
that they provide continuity and stability in the management of the business and
affairs of a company since a majority of the directors always will have prior
experience as directors of the company.

Because classified board structures do not permit annual shareholder
election of all directors, these structures have been subject to criticism from
a corporate governance perspective. The election of directors is the primary
avenue for shareholders to influence corporate governance policies and to hold
management accountable for the implementation of those policies. A
non-classified board structure enables shareholders to hold all directors
accountable on an annual basis, rather than over a three-year period.

The Fund's Board believes that providing the Fund's shareholders with the
opportunity annually to register their views on the collective performance of
the Board and on each director individually is consistent with good governance
practices and provides greater accountability of the Board to the Fund's
shareholders. For these reasons, the Board has proposed amendments to the Fund's
Articles of Incorporation and Bylaws that will declassify the Board and provide
for the annual election of all directors.

Similarly, the Fund's Board does not believe that it is consistent with
good governance practices to have any other provisions in the Fund's Articles of
Incorporation and Bylaws that are designed to entrench directors. Therefore, the
Board has proposed amendments to the Fund's Articles of Incorporation and Bylaws
eliminating the requirement that a director may be removed only for cause, and
only by the vote of 75% of the Fund's shares. Under Virginia law (the state in
which the Fund is incorporated), shareholders may remove a director with or
without cause, at a meeting called for the purpose of removing the director,
unless the articles of incorporation provide that directors may be removed only
with cause.

AMENDMENTS TO THE ARTICLES OF INCORPORATION

Article V of the Fund's Articles of Incorporation currently divides the
Board into three classes and provides that a director may be removed from office
only for cause and only at meeting called expressly for that purpose by the vote
of shareholders holding more than 75% of the shares entitled to vote at an
election of directors. The proposed amended Article V provides that all
directors shall be elected at each annual meeting and contains no limitations on
the removal of directors. The Board has also proposed a corresponding amendment
to Article VIII of the Articles of Incorporation, which currently provides that
the amendment or repeal of Article V of the Articles of Incorporation requires
the affirmative vote of holders of more than two-thirds of the capital stock of
the Corporation at the time outstanding and entitled to vote. The proposed
amended Article VIII does not include this requirement. Current and amended
versions of Article V and Article VIII are set forth in Appendix B.

AMENDMENTS TO BYLAWS

Section 3.1 of the Fund's Bylaws currently divides the Board into three
classes. The proposed amended Section 3.1 deletes all provisions relating to a
classified Board, and provides that directors shall be elected at each annual
meeting of shareholders. Section 3.4 of the Bylaws currently provides that,
subject to the Articles of Incorporation, any director may be removed from
office only for cause and only at meeting called expressly for that purpose by
the vote of shareholders holding more than 75% of the shares entitled to vote at
an election of directors. The Board has proposed that this section of the Bylaws
be deleted. Finally, the Board has proposed an amendment to Section 9.1 of the
Bylaws, which currently requires that Sections 3.1 and 3.4 of the Bylaws may be
amended only by a vote of the holders of 75% of the fund's stock unless such
action has previously been approved, adopted or authorized by the affirmative
vote of two-thirds of the directors, in which case the affirmative vote of a
majority of the outstanding shares is required. The proposed amended Section 9.1
deletes this requirement. Current and amended versions of the foregoing sections
of the Bylaws are set forth in Appendix C.

BOARD RECOMMENDATION; REQUIRED VOTE

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR OF
THE PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION AND BYLAWS OF AMERICAN
INCOME FUND AS DESCRIBED ABOVE. In order for the amendments to the Articles of
Incorporation and Bylaws to become effective, the proposal must receive the
affirmative vote of at least 75% of the outstanding shares of the Fund entitled
to vote.

PROPOSAL THREE
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Investment Company Act of 1940 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. This selection is being submitted for ratification or
rejection by the shareholders of each Fund.

The Audit Committee and the full Board of Directors, including a majority
of the Directors 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
audit-related 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 and the Board of Directors have the ultimate authority
and responsibility to select, evaluate and, where appropriate, replace the
Funds' independent public accountants (or to nominate the independent public
accountants to be proposed for shareholder approval in any proxy statement). 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 public
accountants' responsibility is to plan and carry out a proper audit of the
financial statements.

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 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 SEC.

Members of the Audit Committee

Leonard W. Kedrowski, Chair
Benjamin R. Field III
Richard K. Riederer
Virginia L. Stringer

FEES PAID TO ERNST & YOUNG

Audit Fees. Ernst & Young's fees for professional services rendered for
the audit of each Fund's annual financial statements for its two most recently
completed fiscal years were as set forth in the following table. These amounts
included fees associated with the annual audit, SEC Rule 17f-2 security count
filings and filings of the Funds' Annual Reports on Form N-CSR.

Fiscal year ended Fiscal year ended Fiscal year ended Fiscal year ended
1/31/05 1/31/04 10/31/04 10/31/03
----------------- ----------------- ----------------- -----------------

American Municipal Income $ $ 35,076 N/A N/A
Portfolio

Minnesota Municipal Income $ $ 25,304 N/A N/A
Portfolio

First American Minnesota $ $ 28,957 N/A N/A
Municipal Income Fund II

American Income Fund N/A N/A $ $ 24,735

Audit-Related Fees. Ernst & Young's fees for audit-related services for
each Fund's two most recently completed fiscal years were as set forth in the
following table. These audit-related services primarily related to rating agency
agreed upon procedures.

Fiscal year ended Fiscal year ended Fiscal year ended Fiscal year ended
1/31/05 1/31/04 10/31/04 10/31/03
----------------- ----------------- ----------------- -----------------

American Municipal Income $ $ 3,977 N/A N/A
Portfolio

Minnesota Municipal Income $ $ 2,870 N/A N/A
Portfolio

First American Minnesota $ $ 2,328 N/A N/A
Municipal Income Fund II

American Income Fund N/A N/A -- --

Tax Fees. Ernst & Young's fees for tax services for each Fund's two most
recently completed fiscal years were as set forth in the following table. These
tax services included tax compliance, tax advice and tax planning services. Tax
compliance, tax advice and tax planning services primarily relate to the
preparation of original and amended tax returns, timely RIC qualification
reviews and tax distribution analysis and planning.

Fiscal year ended Fiscal year ended Fiscal year ended Fiscal year ended
1/31/05 1/31/04 10/31/04 10/31/03
----------------- ----------------- ----------------- -----------------

American Municipal Income $ $ 7,763 N/A N/A
Portfolio

Minnesota Municipal Income $ $ 5,684 N/A N/A
Portfolio

First American Minnesota $ $ 4,053 N/A N/A
Municipal Income Fund II

American Income Fund N/A N/A $ $ 4,879

All Other Fees. There were no fees billed by Ernst & Young for other
services during each Fund's two most recently completed fiscal years.

Aggregate Non-Audit Fees. The aggregate non-audit fees billed by Ernst & Young
to each of the Funds and the Adviser and entities controlling, controlled by or
under common control with the Adviser that provide ongoing services to the Funds
for the two most recently completed fiscal years are set forth in the following
table.

Fiscal year ended Fiscal year ended Fiscal year ended Fiscal year ended
1/31/05 1/31/04 10/31/04 10/31/03
----------------- ----------------- ----------------- -----------------

American Municipal Income $ $ 98,670 N/A N/A
Portfolio

Minnesota Municipal Income $ $ 95,484 N/A N/A
Portfolio

First American Minnesota $ $ 93,311 N/A N/A
Municipal Income Fund II

American Income Fund N/A N/A $ $ 137,109

AUDIT COMMITTEE PRE-APPROVAL POLICIES

The Audit Committee has established procedures requiring the pre-approval
of all audit and non-audit services performed for the Funds by Ernst & Young.
Such procedures also require the pre-approval of non-audit service provided to
U.S. Bancorp Asset Management, U.S. Bank National Association, Quasar
Distributors, U.S. Bancorp Fund Services, LLC and any other entity under common
control with U.S. Bancorp Asset Management that provides ongoing services to

the Funds, but only if those services relate directly to the operations and
financial reporting of the Funds. All of the services described above that were
provided on or after May 6, 2003, the effective date of SEC rules relating to
the pre-approval of non-audit services, were pre-approved in accordance with the
Audit Committee's pre-approval procedures.

BOARD RECOMMENDATION; REQUIRED VOTE

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. For the Municipal Bond Funds, 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 accountant.

OFFICERS OF THE FUNDS

Information about each 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 officer receives any compensation from the Funds.* Unless otherwise
indicated, the address of each of the officers is U.S. Bancorp Asset Management,
Inc., 800 Nicollet Mall, Minneapolis, Minnesota 55402.

NAME AND POSITION HELD TERM OF OFFICE** AND PRINCIPAL OCCUPATION(S) DURING PAST
YEAR OF BIRTH WITH THE FUNDS LENGTH OF TIME SERVED FIVE YEARS
- --------------- -------------- ---------------------- -------------------------------------

Thomas S. President Since February 2001 Chief Executive Officer of the
Schreier, Jr. Adviser since May 2001; prior
(1962) thereto, Chief Executive Officer of
First American Asset Management
since December 2000 and of Firstar
Investment & Research Management
Company ("FIRMCO") since February
2001; Senior Managing Director and
Head of Equity Research of U.S.
Bancorp Piper Jaffray from October
1998 through December 2000; prior to
October 1998, Senior Airline Equity
Analyst and a Director in the Equity
Research Department of Credit Suisse
First Boston.

Mark S. Jordahl Vice Since September 2001 Chief Investment Officer of the
(1960) President -- Adviser since September 2001; prior
Investments thereto, President and Chief
Investment Officer, ING Investment
Management - Americas, September
2000 to June 2001, Senior Vice
President and Chief Investment
Officer, ReliaStar Financial Corp,
January 1998 to September 2000.

Jeffery M. Vice Since March 2000 Senior Vice President of the Adviser
Wilson President -- since May 2001; prior thereto,
(1957) Administration Senior Vice President of First
American Asset Management.

NAME AND POSITION HELD TERM OF OFFICE** AND PRINCIPAL OCCUPATION(s) DURING PAST
YEAR OF BIRTH WITH THE FUNDS LENGTH OF TIME SERVED FIVE YEARS
- --------------- -------------- ---------------------- -------------------------------------

David H. Lui Chief Since February 2005 Chief Compliance Officer for First
(1960) Compliance American Funds and the Adviser since
Officer February 2005. Prior thereto, Chief
Compliance Officer, Franklin
Advisers, Inc. and Chief Compliance
Counsel, Franklin Templeton
Investments from March 2004. Prior
to that, Vice President, Charles
Schwab & Co., Inc.

Charles D. Treasurer Since December 2004 Mutual Funds Treasurer for the
Garibaldi, Jr. Adviser since October 2004; prior
(1959) thereto, Vice President for
investment accounting and Fund
Treasurer of Thrivent Financial for
Lutherans.

Kathleen L. Secretary Since December 2004; Deputy General Counsel of the
Prudhomme Assistant Secretary Adviser since November 2004; prior
(1953) from September 1999 thereto, Partner, Dorsey & Whitney
to December 2004 LLP, a Minneapolis based law firm.

Brett L. Agnew Assistant Since December 2004 Attorney for the Adviser since
(1971) Secretary August 2004; 2001-2004, Senior
Counsel, Thrivent Financial for
Lutherans; prior thereto,
Consultant, Principal Financial
Group.

James D. Alt* Assistant Since December Partner, Dorsey & Whitney LLP, a
(1951) Secretary 2004; prior Minneapolis based law firm.
50 South Sixth thereto, Secretary
Street, Suite of the Funds from
1500 June 2002 to
Minneapolis, December 2004 and
MN 55402 Assistant Secretary
of the Funds from
September 1998 to
June 2002

* Legal fees and expenses are paid to Dorsey & Whitney LLP, the law firm of
which Mr. Alt is a partner.

** Officers serve at the pleasure of the Board of Directors and are
re-elected by the Board annually.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on Fund records and other information, the Funds believe that all
SEC filing requirements with respect to the Funds 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 Charles R. Manzoni and Joseph
M. Ulrey III, officers of the Adviser, and David H. Lui, an officer of the Funds
and the Adviser, did not file their Form 3 Initial Statements of Beneficial
Ownership of Securities on a timely basis.

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, 800 Nicollet Mall,
Minneapolis, Minnesota 55402, no later than ______, 2006. 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 ________, 2006.

Dated: August ___, 2005

Kathleen L. Prudhomme
Secretary

APPENDIX A

FIRST AMERICAN FUNDS
GOVERNANCE COMMITTEE
CHARTER

I. PURPOSE

The purpose of the Governance Committee is to enhance the effectiveness of
the Board of Directors of the First American Funds.

II. COMPOSITION

The Governance Committee shall be composed entirely of Directors who are
not "interested persons" of the Funds within the meaning of the Investment
Company Act of 1940. The Governance Committee will have at least three members
and the Board Chair will serve as an "ex-officio" member of the Committee.

III. RESPONSIBILITIES

The Committee will have the following responsibilities:

BOARD COMPOSITION

- Interview and recommend to the Board of Directors of the Funds nominees
for election as directors (whether they are "interested" or
"disinterested" within the meaning of the Investment Company Act of 1940)
consistent with the needs of the Board and the Funds. The Committee will
evaluate candidates' qualifications for Board membership and, with respect
to persons being considered to join the Board as "disinterested"
directors, their independence from management and principal service
providers. These persons must be independent in terms of both the letter
and the spirit of the 1940 Act and the Rules, Regulations and Forms under
the 1940 Act. With respect to "disinterested" director candidates, the
Committee also will consider the effect of any relationships beyond those
delineated in the 1940 Act that might impair independence, such as
business, financial or family relationships with Fund managers or service
providers. In this regard, the Committee will not consider the following
types of candidates to serve as "disinterested" directors: (1) a close
family member1 of an employee, officer or interested director of a Fund or
its affiliates, and (2) a former officer or director of a Fund's
affiliate.

- -----------------
(1) "Close family member" includes any member of the immediate family and any
aunt, uncle or cousin.

- Review, annually, the independence of all Independent Directors and
report its findings to the Board.

- Review the composition of the Board of Directors to determine whether it
may be appropriate to add individuals with different backgrounds or skills
from those already on the Board.

- Report annually to the Board on which current and potential members of
the Audit Committee qualify as Audit Committee Financial Experts.

- Recommend to the Board a successor to the Board Chair when a vacancy
occurs in that position.

- Consult with the Board Chair regarding the Board Chair's recommended
Committee assignments.

- In anticipation of the Board's request for shareholder approval of a
slate of Directors, recommend to the Board the slate of Directors to be
presented for Board and shareholder approval.

COMMITTEE STRUCTURE

- Assist the Board Chair in his or her annual review of the Board's
Committee structure and membership.

- Review, at least annually, each Committee's Charter and suggest changes
to the appropriate Committee Chair.

DIRECTOR EDUCATION

- Develop an annual education calendar that details the topics to be
addressed in the Board's quarterly education sessions. The educational
calendar will be presented to the full Board at its first quarterly
meeting.

- Monitor the attendance by each Independent Director at educational
seminars, conferences or similar meetings.

- Develop and conduct orientation sessions for new Independent Directors
before or shortly after the new Directors join the Board.

- Manage the Board's education program in a cost-effective manner.

GOVERNANCE PRACTICES

- Review and make recommendations to the Board of Directors concerning
Director compensation at least once every two years.

- As appropriate or necessary, review, on a regular basis, and make
recommendations to the Board of Directors concerning Director expenses,
including those related to Board education, Director education, Director
travel, legal counsel and consultant support.

- Monitor compliance with the Board's requirement that each Director
maintain investments in the Funds that are at least equal to the aggregate
fees for one year that he or she receives for Board-related service to the
Funds.

- Review Director compliance with the requirement that a Director must
retire from Board service by December 31 of the year in which he or she
reaches the age of 70.

- Review Director compliance with the prohibition from serving on the
board of directors of mutual funds that are not part of the First American
Fund Complex.

- If requested, assist the Board Chair in overseeing the Board's
self-evaluation process undertaken each year by the Independent Directors.

- In collaboration with outside counsel and as required by law or deemed
advisable by the Committee, develop policies and procedures addressing
matters which should come before the Committee in the proper exercise of
its duties.

- Review, at least annually, the Board's adherence to industry "best
practices."

- In consultation with the Board Chair, review and, as appropriate,
recommend changes in, Board governance policies, procedures and practices.

- Report the Committee's activities on a regular basis to the Board of
Directors and make such recommendations as the Committee and the Board
Chair deem appropriate.

- Review at least annually and, as appropriate, recommend that the Board
implement changes to this Charter.

IV. RETENTION OF EXPERTS

The Committee will have the resources and authority to discharge its
responsibilities, including the authority to retain special counsel and other
experts or consultants at the expense of any one or more of the Funds, as
appropriate.

APPENDIX B

PROPOSED AMENDMENTS TO THE RESTATED AND AMENDED
ARTICLES OF INCORPORATION OF AMERICAN INCOME FUND

CURRENT ARTICLE V

Board of Directors

The initial Board of Directors shall consist of the following two
individuals, who, together with any additional Directors elected by the
Directors, shall serve until the first annual meeting of shareholders:

Name Address
---- -------

Thomas H. Potts 10221 Wincopin Circle
Columbia, MD 21044

John K. Darr 10221 Wincopin Circle
Columbia, MD 21044

The number of Directors constituting the Board of Directors shall be fixed
in accordance with the Bylaws. At the first annual meeting of shareholders (the
"initial annual meeting"), the shareholders shall elect said number of
directors. Such Directors shall be divided into three classes: class I, class II
and class III. The initial terms of office of the classes of Directors elected
at the initial annual meeting shall be as follows - class I, one year; class II,
two years; and class II, three years - or thereafter in each case until their
respective successors are elected and qualified. At each annual election, the
Directors chosen to succeed those whose terms are expiring shall be identified
as being of the same class as the Directors whom they succeed, and shall be
elected for a term of three years, or thereafter in each case until their
respective successors are elected and qualified. The number of Directors in each
class shall be as nearly equal as possible.

A Director may be removed only for cause, and only by action of the
shareholders taken by the holders of at least seventy-five percent (75%) of the
shares then entitled to vote in an election of Directors.

PROPOSED AMENDMENT TO ARTICLE V

The current Article V will be deleted and replaced with the following:

Board of Directors

The number of Directors constituting the Board of Directors shall be fixed
in accordance with the Bylaws. Directors shall be elected by the shareholders
entitled to vote thereon at each annual meeting of shareholders and shall hold
office until the next annual meeting of shareholders and until each of their
respective successors shall have been elected and qualified. The term of

office of each Director who is in office at the time this ARTICLE V becomes
effective (the "effective time") shall expire at the next annual meeting of
shareholders held after the effective time.

CURRENT ARTICLE VIII

Amendment

From time to time, any of the provisions of these Articles of
Incorporation may be amended, altered or repealed, upon the vote of the holders
of a majority of the shares of capital stock of the Corporation at the time
outstanding and entitled to vote, and other provisions which might, under the
laws of the Commonwealth of Virginia at the time in force, be lawfully contained
in these Articles of Incorporation, may be added or inserted upon the vote of
the holders of a majority of the shares of capital stock of the Corporation at
the time outstanding and entitled to vote, and all rights at any time conferred
upon the shareholders of the Corporation by the Articles of Incorporation are
granted subject to the provisions of this Article VIII.

Notwithstanding any other provisions of these Articles of Incorporation or
the Bylaws of the Corporation, the amendment or repeal of ARTICLE V or ARTICLE
VII of these Articles of Incorporation shall require the affirmative vote of
holders of more than two-thirds of the capital stock of the Corporation at the
time outstanding and entitled to vote.

The term "Articles of Incorporation" as used herein and in the Bylaws of
the Corporation shall be deemed to mean these Articles of Incorporation as from
time to time amended and restated.

PROPOSED AMENDMENT TO ARTICLE VIII

The second paragraph of current Article VIII will be deleted and replaced
with the following:

Notwithstanding any other provisions of these Articles of Incorporation or
the Bylaws of the Corporation, the amendment or repeal of ARTICLE VII of these
Articles of Incorporation shall require the affirmative vote of holders of more
than two-thirds of the capital stock of the Corporation at the time outstanding
and entitled to vote.

APPENDIX C

PROPOSED AMENDMENTS TO THE
BYLAWS OF AMERICAN INCOME FUND

CURRENT SECTION 3.1

Section 3.1. Board of 3 to 15 Directors. The Board of Directors shall
consist of not less than three (3) nor more than fifteen (15) Directors, all of
whom shall be of full legal age and at least 40% of whom shall be persons who
are not "interested persons" of the Company (as defined in the Investment
Company Act of 1940, as amended). Directors need not be Shareholders or
residents of Virginia. The Directors shall have power from time to time, and at
any time when the Shareholders as such are not assembled in a meeting, regular
or special, to increase or decrease their own number. If the number of Directors
is increased, the additional Directors may be elected by a majority of the
Directors in office at the time of the increase. If such additional Directors
are not so elected by the Directors in office at the time they increase the
number of places on the Board, or if the additional Directors are elected by the
existing Directors prior to the first meeting of the Shareholders of the
Company, then in either of such events the additional Directors shall be elected
or re-elected by the Shareholders at their next annual meeting or at an earlier
special meeting called for that purpose.

Commencing with the first annual meeting of shareholders, the Board of
Directors shall be divided into three equal classes having staggered terms of
office as specified in the Articles of Incorporation.

Directors shall be elected at the annual meeting of shareholders to fill
each of the three classes of Directors for the terms of office specified in the
Articles of Incorporation.

Commencing with the second annual meeting of shareholders, Directors shall
be elected at each annual meeting to succeed those Directors whose terms have
expired and to fill any vacancies then existing. Each Director who is re-elected
or elected to succeed a Director whose term has expired shall hold office for
the term of three years as specified in the Articles of Incorporation and until
his successor is elected.

The Board of Directors may elect, but shall not be required to elect, a
Chairman of the Board who must be a Director.

PROPOSED AMENDMENT TO SECTION 3.1

The second, third and fourth paragraphs of Section 3.1 will be deleted and
the following will be inserted in their place:

Directors shall be elected at each annual meeting of shareholders in the
manner specified in Article V of the Company's Restated and Amended Articles of
Incorporation, as amended.

CURRENT SECTION 3.4

Section 3.4. Removal. Subject to the Articles of Incorporation, any
Director may be removed from office only for cause and only at a meeting called
expressly for that purpose by the vote of shareholders holding more than 75% of
the shares entitled to vote at an election of Directors.

PROPOSED AMENDMENT TO SECTION 3.4

Section 3.4 will be deleted in its entirety.

CURRENT SECTION 9.1

Section 9.1. By Shareholders. Except as provided in this Section 9.1,
Bylaws may be adopted, amended or repealed by vote of the holders of a majority
of the Company's stock, as defined by the Investment Company Act of 1940, as
amended, at any annual or special meeting of the Shareholders at which a quorum
is present or represented, provided notice of the proposed amendment shall have
been contained in the notice of the meeting. Sections 3.1 and 3.4 may be amended
only by vote of the holders of 75% of the Company's stock unless such action has
previously been approved, adopted or authorized by the affirmative vote of
two-thirds of the total number of Directors fixed in accordance with these
Bylaws, in which case the affirmative vote of a majority of the outstanding
shares is required.

PROPOSED AMENDMENT TO SECTION 9.1

Section 9.1 will be amended to read in its entirety as follows:

Section 9.1. By Shareholders. Bylaws may be adopted, amended or repealed,
by vote of the holders of a majority of the Company's stock, as defined by the
Investment Company Act of 1940, as amended, at any annual or special meeting of
the Shareholders at which a quorum is present or represented, provided notice of
the proposed amendment shall have been contained in the notice of the meeting.

NOTICE OF ANNUAL

MEETING OF SHAREHOLDERS

TIME:
Monday, September 19, 2005
at 3:00 p.m.

PLACE:
Minneapolis Club
729 Second Avenue South
Minneapolis, Minnesota 55402

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

Book 1
Cusip Numbers:

027649-10-2 027649-20-1
604062-10-9 027649-30-0
604062-20-8 604062-30-7
02672T-10-9 31849P-10-4
31849P-20-3

USBAM2-PS-05

DETACH HERE

AMERICAN MUNICIPAL INCOME PORTFOLIO INC.

COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme 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
common shares of American Municipal Income Portfolio Inc. (the "Fund"), held by
the undersigned at the annual meeting of shareholders of the Fund to be held on
September 19, 2005, 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?
_________________________________ _________________________________
_________________________________ _________________________________
_________________________________ _________________________________

AMERICAN MUNICIPAL INCOME PORTFOLIO INC.
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

__________________________________________

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY

VOTE-BY-INTERNET VOTE-BY-TELEPHONE

Log on to the Internet and go to Call toll-free
http://www.eproxyvote.com/xaa OR 1-877-PRX-VOTE (1-877-779-8683)

If you vote over the Internet or by telephone, please do not mail your card.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

Please mark
|X| votes as in
this example

1. To elect all nominees listed below (except as marked to the contrary
below).

(01) Benjamin R. Field III, (02) Victoria J. Herget,
(03) Richard K. Riederer, (04) Joseph D. Strauss,
(05) Virginia L. Stringer, and (06) James M. Wade

VOTE
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

FOR ALL [ ] ______________________
NOMINEES (INSTRUCTION: To withhold
EXCEPT authority to vote for
any individual nominees,
write that nominee's name
in the space provided
above.)

________________________________________

AMERICAN MUNICIPAL INCOME PORTFOLIO INC.
________________________________________

COMMON STOCK

2. To ratify the selection
of Ernst & Young LLP as FOR AGAINST ABSTAIN
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.

Mark box at right if an address change or
comment has been noted on the reverse side of
this card. [ ]

Please be sure to sign and date this Proxy.

Shareholder
sign here: _________________________ Date: _____________________

Co-owner
sign here: _________________________ Date: ______________________

[FRONT]

AMERICAN MUNICIPAL INCOME PORTFOLIO INC.

PREFERRED STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme 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 Income Portfolio Inc. (the "Fund"), held
by the undersigned at the annual meeting of shareholders of the Fund to be held
on September 19, 2005, 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.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________________ ___________________________________
___________________________________ ___________________________________
___________________________________ ___________________________________

[BACK]

Please mark
|X| votes as in
this example

1. To elect all nominees listed below
(except as marked to the contrary
below).

(01) Benjamin R. Field III, (02) Roger A. Gibson,
(03) Victoria J. Herget, (04) Leonard W. Kedrowski,
(05)Richard K. Riederer, (06) Joseph D. Strauss,
(07)Virginia L. Stringer, and (08) James M. Wade

VOTE
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

FOR ALL [ ] _____________________________________
NOMINEES (INSTRUCTION: To withhold authority to vote
EXCEPT for any individual nominees, write that
nominee's name in the space provided above.)

________________________________________

AMERICAN MUNICIPAL INCOME PORTFOLIO INC.
________________________________________

PREFERRED STOCK

2. To ratify the selection
of Ernst & Young LLP as FOR AGAINST ABSTAIN
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.

Mark box at right if an address change or comment has been noted
on the reverse side of this card. [ ]

Please be sure to sign and date this Proxy.

Shareholder
sign here: _______________________________ Date: ________________

Co-owner
sign here: _______________________________ Date: ________________

DETACH HERE

MINNESOTA MUNICIPAL INCOME PORTFOLIO INC.

COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme 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
common shares of Minnesota Municipal Income Portfolio Inc. (the "Fund"), held by
the undersigned at the annual meeting of shareholders of the Fund to be held on
September 19, 2005, 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.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________________ _____________________________________
___________________________________ _____________________________________
___________________________________ _____________________________________

MINNESOTA MUNICIPAL INCOME PORTFOLIO INC.
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

_________________________________________

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY

VOTE-BY-INTERNET VOTE-BY-TELEPHONE

Log on to the Internet and go to Call toll-free
http://www.eproxyvote.com/mxa OR 1-877-PRX-VOTE (1-877-779-8683)

If you vote over the Internet or by telephone, please do not mail your card.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

Please mark
|X| votes as in
this example

1. To elect all nominees listed below (except as marked to the contrary
below).

(01) Benjamin R. Field III, (02) Victoria J. Herget,
(03) Richard K. Riederer, (04) Joseph D. Strauss,
(05) Virginia L. Stringer, and (06) James M. Wade

VOTE
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

FOR ALL [ ] ______________________________________
NOMINEES (INSTRUCTION: To withhold authority to vote
EXCEPT for any individual nominees, write that
nominee's name in the space provided above.)

_________________________________________

MINNESOTA MUNICIPAL INCOME PORTFOLIO INC.
_________________________________________

COMMON STOCK

2. To ratify the selection
of Ernst & Young LLP as FOR AGAINST ABSTAIN
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.

Mark box at right if an address change or comment has been noted
on the reverse side of this card. [ ]

Please be sure to sign and date this Proxy.

Shareholder
sign here: _____________________________________ Date: ________________

Co-owner
sign here: _____________________________________ Date: ________________

[FRONT]

MINNESOTA MUNICIPAL INCOME PORTFOLIO INC.

PREFERRED STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme 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 Income Portfolio Inc. (the "Fund"), held
by the undersigned at the annual meeting of shareholders of the Fund to be held
on September 19, 2005, 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.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________________ ___________________________________
___________________________________ ___________________________________
___________________________________ ___________________________________

[BACK]

Please mark
|X| votes as in
this example

1. To elect all nominees listed below (except as marked to the contrary
below).

(01) Benjamin R. Field III, (02) Roger A. Gibson,
(03) Victoria J. Herget, (04) Leonard W. Kedrowski,
(05) Richard K. Riederer, (06) Joseph D. Strauss,
(07) Virginia L. Stringer, and (08) James M. Wade

VOTE
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

FOR ALL [ ] _____________________________________
NOMINEES (INSTRUCTION: To withhold authority to vote
EXCEPT for any individual nominees, write that
nominee's name in the space provided above.)

_________________________________________

MINNESOTA MUNICIPAL INCOME PORTFOLIO INC.
_________________________________________

PREFERRED STOCK

2. To ratify the selection
of Ernst & Young LLP as FOR AGAINST ABSTAIN
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.

Mark box at right if an address change or
comment has been noted on the reverse side of
this card. [ ]

Please be sure to sign and date this Proxy.

Shareholder
sign here: _____________________________________ Date: ________________

Co-owner
Sign here: ______________________________________ Date: _________________

DETACH HERE

FIRST AMERICAN MINNESOTA MUNICIPAL INCOME FUND II, INC.

COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme 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
common shares of First American Minnesota Municipal Income Fund II, Inc. (the
"Fund"), held by the undersigned at the annual meeting of shareholders of the
Fund to be held on September 19, 2005, 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.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________________ ____________________________________
____________________________________ ____________________________________
____________________________________ ____________________________________

FIRST AMERICAN MINNESOTA
MUNICIPAL INCOME FUND II, INC.
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

__________________________________________

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY

VOTE-BY-INTERNET VOTE-BY-TELEPHONE

Log on to the Internet and go to Call toll-free
http://www.eproxyvote.com/mxn OR 1-877-PRX-VOTE (1-877-779-8683)

If you vote over the Internet or by telephone, please do not mail your card.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

Please mark
|X| votes as in
this example

1. To elect all nominees listed below (except as marked to the contrary
below).

(01) Benjamin R. Field III, (02) Victoria J. Herget,
(03) Richard K. Riederer, (04) Joseph D. Strauss,
(05) Virginia L. Stringer, and (06) James M. Wade

VOTE
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

FOR ALL [ ] ____________________________________
NOMINEES (INSTRUCTION: To withhold authority to vote
EXCEPT for any individual nominees, write that
nominee's name in the space provided above.)

_____________________________________________

FIRST AMERICAN MINNESOTA
MUNICIPAL INCOME FUND II, INC.
_____________________________________________

COMMON STOCK

2. To ratify the selection
of Ernst & Young LLP as FOR AGAINST ABSTAIN
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.

Mark box at right if an address change or comment has been noted
on the reverse side of this card. [ ]

Please be sure to sign and date this Proxy.

Shareholder
sign here: _____________________________________ Date: ________________

Co-owner
sign here: _____________________________________ Date: _________________

[FRONT]

FIRST AMERICAN MINNESOTA MUNICIPAL INCOME FUND II, INC.

PREFERRED STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme 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 First American Minnesota Municipal Income Fund II, Inc. (the
"Fund"), held by the undersigned at the annual meeting of shareholders of the
Fund to be held on September 19, 2005, 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.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
________________________________ ________________________________
________________________________ ________________________________
________________________________ ________________________________

[BACK]

Please mark
|X| votes as in
this example

1. To elect all nominees listed below (except as marked to the contrary
below).

VOTE
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

FOR ALL [ ] ______________________________________
NOMINEES (INSTRUCTION: To withhold authority to vote
EXCEPT for any individual nominees, write that
nominee's name in the space provided above.)

_________________________________________________

FIRST AMERICAN MINNESOTA
MUNICIPAL INCOME FUND II, INC.
_________________________________________________

PREFERRED STOCK

2. To ratify the selection
of Ernst & Young LLP as FOR AGAINST ABSTAIN
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.

Mark box at right if an address change or comment has
been noted on the reverse side of this card. [ ]

Please be sure to sign and date this Proxy.

Shareholder
sign here: _____________________________________ Date: ________________

Co-owner
sign here: _____________________________________ Date: ________________

DETACH HERE

AMERICAN INCOME FUND, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme 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
common shares of American Income Fund, Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
September 15, 2004, 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.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

AMERICAN INCOME FUND, INC.
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

_________________________________________

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY

VOTE-BY-INTERNET VOTE-BY-TELEPHONE

Log on to the Internet and go to Call toll-free
http://www.eproxyvote.com/mrf OR 1-877-PRX-VOTE (1-877-779-8683)

If you vote over the Internet or by telephone, please do not mail your card.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

Please mark
|X| votes as in
this example

1. To elect all nominees listed below (except as marked to the contrary
below).

(01) Victoria J. Herget, (02) Leonard W. Kedrowski, and
(03) Richard K. Riederer

VOTE
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

FOR ALL [ ] ______________________________________
NOMINEES (INSTRUCTION: To withhold authority to vote
EXCEPT for any individual nominees, write that
nominee's name in the space provided above.)

_________________________________________________

AMERICAN INCOME FUND, INC.
_________________________________________________

2. To ratify the selection
of Ernst & Young LLP as FOR AGAINST ABSTAIN
independent public [ ] [ ] [ ]
accountants for the Fund.

3. To amend the Articles of
Incorporation and Bylaws of FOR AGAINST ABSTAIN
the Fund as described in the [ ] [ ] [ ]
proxy statement.

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.

Mark box at right if an address change or
comment has been noted on the reverse side of
this card. [ ]

Please be sure to sign and date this Proxy.

Shareholder
sign here: _____________________________________ Date: ________________

Co-owner
sign here: _____________________________________ Date: ________________