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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
American Municipal 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
DECEMBER 1, 2008
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 2:30 p.m., Central Time, on Monday, December 1, 2008, at the Minneapolis
Club, 729 Second Avenue South, Minneapolis, Minnesota 55402. The purposes of the
meeting are as follow:
1. To elect a Board of Directors.
2. To ratify the selection of Ernst & Young LLP as the independent
registered public accounting firm of each Fund for the current fiscal
year.
3. 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 October 13, 2008 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.
October 24, 2008 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 -- DECEMBER 1, 2008
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, December 1, 2008, and any adjournments thereof.
The investment advisor for the Funds is FAF Advisors, Inc. (the "Advisor").
FAF Advisors also acts as the administrator for the Funds. The address of the
Funds and the Advisor 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 or about October 24,
2008. Representatives of the Advisor 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 ratify the Fund's independent accountants.
1
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.
Only shareholders of record of each Fund on October 13, 2008 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 FIRST AMERICAN
MUNICIPAL MINNESOTA MINNESOTA
INCOME MUNICIPAL INCOME MUNICIPAL INCOME AMERICAN INCOME
PORTFOLIO PORTFOLIO FUND II FUND
---------- ---------------- ---------------- ---------------
Common Shares 5,756,267 4,146,743 1,472,506 9,454,221
Preferred
Shares 1,740 1,244 520 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 October 13, 2008, except as follows:
NUMBER OF
SHARES
NAME AND ADDRESS OF OF COMMON PERCENTAGE OWNERSHIP OF
FUND BENEFICIAL OWNER STOCK COMMON STOCK
- --------------- ------------------------------- ------------ -----------------------
American Income Sit Investment Associates, Inc. 2,462,292* 26.04%
Fund and affiliated entities ("Sit")
4600 Wells Fargo Center
Minneapolis, MN
* Based on an amended Schedule 13G filing of Sit made on December 31, 2007,
which indicates that Sit has sole voting power and sole dispositive power
with respect to such shares.
2
Copies of each Fund's most recent annual report 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 shareholders of American Income Fund will be
asked to elect the nominees listed below as members of that Fund's Board of
Directors. It is intended that the enclosed proxy will be voted for the election
of the persons named below as directors of the Fund unless such authority has
been withheld in the proxy.
Municipal Bond Funds. The shareholders of each Municipal Bond Fund will be
asked to elect nine 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 seven 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, John P. Kayser, 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 Advisor (the "Fund
Complex"). The Fund Complex currently consists of eight closed-end funds (each
of which is a registered investment company) and 54 open-end funds (which are
portfolios of four registered investment companies). The business address of
each of the nominees is First American Funds, P.O. Box 1329, Minneapolis,
Minnesota 55440-1329. Each nominee has served as a director since the last
annual meeting of shareholders.
NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS
NUMBER OF
POSITION PORTFOLIOS
HELD IN FUND OTHER
WITH PRINCIPAL COMPLEX DIRECTORSHIPS
NAME AND THE TERM OF OFFICE* AND OCCUPATION(S) DURING OVERSEEN BY HELD BY
YEAR OF BIRTH FUNDS LENGTH OF TIME SERVED LAST 5 YEARS DIRECTOR DIRECTOR**
- ----------------- -------- --------------------- ------------------------- ----------- ----------------
Benjamin R. Field Director Mr. Field has served Retired; Senior Financial 62 None
III as a director of each Advisor, Bemis Company,
(1938) of the Funds since Inc. from May 2002
September 2003. Fund through February 2004.
directors serve for a
one-year term that
expires at the next
annual meeting of
shareholders.
3
NUMBER OF
POSITION PORTFOLIOS
HELD IN FUND OTHER
WITH PRINCIPAL COMPLEX DIRECTORSHIPS
NAME AND THE TERM OF OFFICE* AND OCCUPATION(S) DURING OVERSEEN BY HELD BY
YEAR OF BIRTH FUNDS LENGTH OF TIME SERVED LAST 5 YEARS DIRECTOR DIRECTOR**
- ----------------- -------- --------------------- ------------------------- ----------- ----------------
Roger A. Gibson Director Mr. Gibson has served Director, 62 None
(1946) as a director of each Charterhouse Group, Inc.,
of the Municipal Bond a private equity firm,
Funds since August since October 2005; Vice
1998 and of American President and Chief
Income Fund since Operating Officer, Cargo
October 2000. Fund - United Airlines, from
directors serve for a July 2001 through
one-year term that retirement in July 2004.
expires at the next
annual meeting of
shareholders.
Victoria J. Director Ms. Herget has served Investment consultant and 62 None
Herget as a director of each non-profit board member
(1951) of the Funds since since 2001.
September 2003. Fund
directors serve for a
one-year term that
expires at the next
annual meeting of
shareholders.
John P. Kayser Director Mr. Kayser has served Retired; Principal from 62 None
(1949) as a director of each 1983 to 2004, William
of the Funds since Blair & Company, LLC, a
October 2006. Fund Chicago-based investment
directors serve for a firm.
one-year term that
expires at the next
annual meeting of
shareholders.
Leonard W. Director Mr. Kedrowski has Owner and President, 62 None
Kedrowski served as a director Executive and Management
(1941) of each of the Consulting, Inc., a
Municipal Bond Funds management consulting
since August 1998 and firm; Board member, GC
of American Income McGuiggan Corporation
Fund since October (dba Smyth Companies), a
2000. Fund directors label printer; former
serve for a one-year Chief Executive Officer,
term that expires at Creative Promotions
the next annual International, LLC, a
meeting of promotional award
shareholders. programs and products
company, through October
2003.
4
NUMBER OF
POSITION PORTFOLIOS
HELD IN FUND OTHER
WITH PRINCIPAL COMPLEX DIRECTORSHIPS
NAME AND THE TERM OF OFFICE* AND OCCUPATION(S) DURING OVERSEEN BY HELD BY
YEAR OF BIRTH FUNDS LENGTH OF TIME SERVED LAST 5 YEARS DIRECTOR DIRECTOR**
- ----------------- -------- --------------------- ------------------------- ----------- ----------------
Richard K. Director Mr. Riederer has Owner and Chief Executive 62 Cleveland-Cliffs
Riederer served as a director Officer, RKR Consultants, Inc. (a
(1944) of each of the Funds Inc., a consulting producer
since August 2001. company providing advice of iron
Fund directors serve on business strategy, ore
for a one-year term mergers and acquisitions, pellets)
that expires at the and non-profit board
next annual meeting member since 2005.
of shareholders.
Joseph D. Strauss Director Mr. Strauss has Attorney At Law, Owner 62 None
(1940) served as a director and President, Strauss
of each of the Management Company, a
Municipal Bond Funds Minnesota holding company
since August 1998 and American for various
of Income Fund since organizational management
October 2000. Fund business ventures; Owner,
directors serve for a Chairman and Chief
one-year term that Executive Officer,
expires at the next Community Resource
annual meeting of Partnerships, Inc., a
shareholders. strategic planning,
operations management,
government relations,
transportation planning
and public relations
organization; Owner,
Chairman and Chief
Executive Officer,
Excensus(TM), LLC, a
strategic demographic
planning and application
development firm, since
2001.
Virginia L. Chair; Ms. Stringer has Governance consultant 62 None
Stringer Director served as a director and non-profit board
(1944) of each of the member; former Owner
Municipal Bond Funds and President, Strategic
since August 1998 and Management Resources,
of American Income Inc., a management
Fund since October consulting firm;
2000. Fund directors Executive Consultant for
serve for a one-year State Farm Insurance
term that expires at Company through 2003.
the next annual
meeting of
shareholders.
5
NUMBER OF
POSITION PORTFOLIOS
HELD IN FUND OTHER
WITH PRINCIPAL COMPLEX DIRECTORSHIPS
NAME AND THE TERM OF OFFICE* AND OCCUPATION(S) DURING OVERSEEN BY HELD BY
YEAR OF BIRTH FUNDS LENGTH OF TIME SERVED LAST 5 YEARS DIRECTOR DIRECTOR**
- ----------------- -------- --------------------- ------------------------- ----------- ----------------
James M. Wade Director Mr. Wade has served as Owner and President, Jim 62 None
(1943) a director of each of Wade Homes, a
the Funds since August homebuilding company.
2001. Fund directors
serve for a one-year
term that expires at
the next 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 five meetings of the Board of Directors during the fiscal year
ended August 31, 2008. During the 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 attached as an
appendix to the proxy statement for last year's annual shareholder meeting. The
Audit Committee currently consists of Mr. Kedrowski (chair), Mr. Field, Mr.
Kayser, 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, Mr.
Kayser and Mr. Riederer as Audit Committee financial experts. The Audit
Committee met five times during the fiscal year ended August 31, 2008.
6
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 four times during the
fiscal year ended August 31, 2008.
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 five times during the fiscal year
ended August 31, 2008. The Governance Committee Charter was attached as an
appendix to the proxy statement for last year's annual shareholder meeting.
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
7
- 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 August 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 currently 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.
8
DIRECTOR ATTENDANCE AT SHAREHOLDERS MEETINGS
The Board of Directors encourages directors to attend annual shareholders
meetings of the Funds in person or by telephone. Seven of the directors standing
for re-election attended the Funds' 2007 annual shareholder meeting in person.
DIRECTOR COMPENSATION
The Fund Complex currently pays directors who are not paid employees or
affiliates of any fund in the Fund Complex an annual retainer of $135,000
($245,000 in the case of the Chair). The Fund Review Liaison and the Audit
Committee Chair each receive an additional annual retainer of $20,000. The other
standing Committee Chairs receive an additional annual retainer of $15,000. In
addition, directors are paid the following fees for attending Board and
committee meetings:
- $1,000 for attending the first day of an in-person Board of Directors
meeting ($1,500 in the case of the Chair);
- $2,000 for attending the second day of an in-person Board of Directors
meeting ($3,000 in the case of the Chair);
- $1,000 for attending the third day of an in-person Board of Directors
meeting ($1,500 in the case of the Chair), assuming the third day ends
no later than early afternoon;
- $500 for in-person attendance at any committee meeting ($750 in the
case of the Chair of each committee);
A director who participates telephonically in any in-person Board or
committee meeting receives half of the fee that director would have received for
attending, in-person, the Board or committee meeting. For telephonic Board and
committee meetings, the Chair and each director and committee Chair, as
applicable, receive a fee equal to half the fee he or she would have received
for attending an in-person meeting.
Directors also receive $3,500 per day when traveling, on behalf of a fund
in the Fund Complex, 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 above are allocated
evenly among the funds in the Fund Complex.
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,
9
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 fiscal year ended August 31, 2008.
AGGREGATE AGGREGATE
COMPENSATION COMPENSATION
AGGREGATE FROM FROM FIRST TOTAL
COMPENSATION MINNESOTA AMERICAN AGGREGATE COMPENSATION
FROM AMERICAN MUNICIPAL MINNESOTA COMPENSATION FROM FUND
MUNICIPAL INCOME MUNICIPAL FROM AMERICAN COMPLEX PAID
INCOME PORTFOLIO INCOME FUND II INCOME FUND TO DIRECTORS
NAME OF DIRECTOR PORTFOLIO (1) (2) (3) (4) (5)(6)
- ---------------- ------------- ------------ -------------- ------------- ------------
Benjamin R. Field III $1,887 $1,887 $1,887 $1,887 $125,250
Roger A. Gibson 2,016 2,016 2,016 2,016 134,500
Victoria J. Herget 2,051 2,051 2,051 2,051 137,250
John P. Kayser 1,865 1,865 1,865 1,865 123,750
Leonard W. Kedrowski 2,106 2,106 2,106 2,106 141,000
Richard K. Riederer 1,853 1,853 1,853 1,853 123,000
Joseph D. Strauss 2,020 2,020 2,020 2,020 134,250
Virginia L. Stringer 3,304 3,304 3,304 3,304 219,250
James M. Wade 1,872 1,872 1,872 1,872 124,250
(1) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $394; Victoria J. Herget, $604; Leonard W.
Kedrowski, $660; and Joseph D. Strauss, $97.
(2) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $394; Victoria J. Herget, $604; Leonard W.
Kedrowski, $660; and Joseph D. Strauss, $97.
(3) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $394; Victoria J. Herget, $604; Leonard W.
Kedrowski, $660; and Joseph D. Strauss, $97.
(4) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $394; Victoria J. Herget, $604; Leonard W.
Kedrowski, $660; and Joseph D. Strauss, $97.
(5) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $26,900; Victoria J. Herget, $41,175; Leonard W.
Kedrowski, $45,000; and Joseph D. Strauss, $6,619.
(6) As of August 31, 2008, the Fund Complex consisted of 54 open-end funds
(which are portfolios of four investment companies) and eight closed-end
investment companies, totaling 62 funds, managed by the Advisor, including
the Funds.
10
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 Over $100,000
Roger A. Gibson None Over $100,000
Victoria J. Herget None Over $100,000
John P. Kayser None Over $100,000
Leonard W. Kedrowski First American Minnesota Over $100,000
Municipal Income Fund
II:$1-$10,000
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, 2008.
To the knowledge of the Funds, as of October 13, 2008, 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. 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.
11
PROPOSAL TWO
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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 advisor. This selection is being submitted for ratification or
rejection by the shareholders of each Fund.
Based on the Audit Committee's recommendation, as discussed below under
"Audit Committee Report," the directors, including a majority who are not
interested persons of the Advisor 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.
Although the Funds are no longer required by law to submit the selection of
their independent public accountants to shareholders for ratification, the Board
of Directors has elected to continue to do so. If this selection is not
ratified, the Board of Directors will consider what action to take, including
possibly resubmitting the selection to shareholders, continuing the engagement
of Ernst & Young, or retaining a different independent public accountant.
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, as
amended.
The Funds' independent accountants also provided to the Audit Committee the
written disclosures and letter required by applicable requirements of the Public
Company Accounting Oversight Board regarding the independent accountants'
communications with the audit
12
committee concerning independence, 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 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 II
John P. Kayser
Richard K. Riederer
Virginia L. Stringer (ex officio)
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 Fiscal year
ended 8/31/08 ended 8/31/07
------------- -------------
American Municipal Income Portfolio $19,754 $23,038
Minnesota Municipal Income Portfolio $19,754 $23,038
First American Minnesota Municipal Income Fund II $19,754 $23,038
American Income Fund $22,875 $27,367
13
Audit-Related Fees. Ernst & Young's fees for audit-related services for its
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 Fiscal year
ended 8/31/08 ended 8/31/07
------------- -------------
American Municipal Income Portfolio $1,862 $1,896
Minnesota Municipal Income Portfolio $1,862 $1,896
First American Minnesota Municipal Income Fund II $1,862 $1,896
American Income Fund $2,156 $2,251
Tax Fees. Ernst & Young's fees for tax services for its 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 Fiscal year
ended 8/31/08 ended 8/31/07
------------- -------------
American Municipal Income Portfolio $10,463 $3,770
Minnesota Municipal Income Portfolio $10,463 $3,770
First American Minnesota Municipal Income Fund II $10,463 $3,770
American Income Fund $11,065 $4,476
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 Advisor and entities controlling, controlled
by or under common control with the Advisor that provide ongoing services to the
Funds for the two most recently completed fiscal years are set forth in the
following table.
Fiscal year Fiscal year
ended 8/31/08 ended 8/31/07
------------- -------------
American Municipal Income Portfolio $162,488 $43,615
Minnesota Municipal Income Portfolio $162,488 $43,615
First American Minnesota Municipal Income Fund II $162,488 $43,615
American Income Fund $163,384 $44,676
14
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
FAF Advisors, U.S. Bank National Association, Quasar Distributors, U.S. Bancorp
Fund Services, LLC and any other entity under common control with FAF Advisors
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 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 registered public accounting firm.
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 FAF Advisors, Inc., 800
Nicollet Mall, Minneapolis, Minnesota 55402.
POSITION
NAME AND HELD WITH TERM OF OFFICE** AND PRINCIPAL OCCUPATION(S) DURING PAST
YEAR OF BIRTH THE FUNDS LENGTH OF TIME SERVED FIVE YEARS
- -------------- -------------- --------------------- ------------------------------------
Thomas S. President Since February 2001 Chief Executive Officer of the
Schreier, Jr. Advisor; Chief Investment Officer of
(1962) the Advisor since September 2007.
Jeffery M. Vice Since March 2000 Senior Vice President of the Advisor
Wilson President -- since May 2001.
(1956) Administration
David H. Lui Chief Since March 2005 Chief Compliance Officer for First
(1960) Compliance American Funds and the Advisor since
Officer March 2005. Prior thereto, Chief
Compliance Officer, Franklin
Advisers, Inc. and Chief Compliance
Counsel, Franklin Templeton
Investments from March 2004 to March
2005. Prior to that, Vice President,
Charles Schwab & Co., Inc.
15
POSITION
NAME AND HELD WITH TERM OF OFFICE** AND PRINCIPAL OCCUPATION(S) DURING PAST
YEAR OF BIRTH THE FUNDS LENGTH OF TIME SERVED FIVE YEARS
- -------------- -------------- --------------------- ------------------------------------
Mark D. Corns Anti-Money Since September 2008 Director of Compliance of the
(1963) Laundering Advisor since June 2006; Compliance
Officer Manager of the
Advisor from January
2005 to June 2006;
prior thereto,
Compliance Manager,
OppenheimerFunds,
Inc.
Charles D. Treasurer Since December 2004 Mutual Funds Treasurer for the
Gariboldi, Jr. Advisor since October 2004; prior
(1959) thereto, Vice President for
Investment Accounting and Fund
Treasurer for Thrivent Financial for
Lutherans.
Jill M. Assistant Since September 2005 Mutual Funds Assistant Treasurer for
Stevenson Treasurer the Advisor since September 2005;
(1965) prior thereto, Director and Senior
Project Manager for the Advisor from
May 2003 to September 2005.
Kathleen L. Secretary Since December 2004; Deputy General Counsel of the
Prudhomme Assistant Secretary Advisor since November 2004; prior
(1953) of the Funds from thereto, Partner, Dorsey & Whitney
September 1999 to LLP, a Minneapolis-based law firm.
December 2004
Richard J. Assistant Since June 2006 and Counsel for the Advisor since May
Ertel Secretary from June 2003 to 2006; prior thereto, Counsel,
(1967) August 2004 Ameriprise Financial Services, Inc.
from September 2004 to May 2006;
prior thereto, Counsel, FAF
Advisors, Inc. from May 2003 to
August 2004.
James D. Alt* Assistant Since December Partner, Dorsey & Whitney LLP, a
(1951) Secretary 2004; prior Minneapolis-based law firm.
Dorsey & thereto, Secretary
Whitney LLP of the Funds from
50 South Sixth June 2002 to
Street, Suite December 2004 and
1500 Assistant Secretary
Minneapolis, of the Funds from
MN 55402 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 Advisor and companies affiliated with the Advisor, pursuant to
Section 16(a) of the Securities Exchange Act of 1934, with respect to each
Fund's fiscal year end were satisfied.
16
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, not later than June 26, 2009. 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 September 9, 2009. If a shareholder makes a timely notification on a
non-Rule 14a-8 proposal, the proxies may still exercise discretionary voting
authority under circumstances consistent with applicable proxy rules.
Dated: October 24, 2008
Kathleen L. Prudhomme
Secretary
17
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
TIME:
Monday, December 1, 2008
at 2:30 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
002CS62305
AMERICAN INCOME FUND, INC. (BAR CODE)
(BAR CODE) C123456789
000004 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
(BAR CODE) MR A SAMPLE 000000000.000000 ext 000000000.000000 ext
DESIGNATION (IF ANY)
ADD 1
ADD 2 ELECTRONIC VOTING INSTRUCTIONS
ADD 3
ADD 4 YOU CAN VOTE BY INTERNET OR TELEPHONE!
ADD 5 AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK!
ADD 6
Instead of mailing your proxy, you may choose one
(BAR CODE) of the two voting methods outlined below to vote
your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
PROXIES SUBMITTED BY THE INTERNET OR TELEPHONE MUST BE
RECEIVED BY 1:00 A.M., CENTRAL TIME, ON DECEMBER 1,
2008.
(GRAPHIC) VOTE BY INTERNET
- Log on to the internet and go to
WWW.INVESTORVOTE.COM
- Follow the steps outlined on the
secured website
(GRAPHIC) VOTE BY TELEPHONE
- Call toll free 1-800-652-VOTE (8683)
within the United States, Canada &
Puerto Rico any time on a touch tone
telephone. There is NO CHARGE to you
for the call.
Using a BLACK INK pen, mark your votes with an X as shown in - Follow the instructions provided by the
this example. Please do not write outside the designated message
areas. [X]
============================================================================================================================
ANNUAL MEETING PROXY CARD 123456 C0123456789 12345
============================================================================================================================
(ARROW) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. (ARROW)
- ----------------------------------------------------------------------------------------------------------------------------
A PROPOSALS -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND FOR PROPOSAL 2 .
1. Election of Directors: 01 - Benjamin R. Field III 02 - Roger A. Gibson 03 - Victoria J. Herget
04 - John P. Kayser 05 - Leonard W. Kedrowski 06 - Richard K. Riederer +
07 - Joseph D. Strauss 08 - Virginia L. Stringer 09 - James M. Wade
[ ] MARK HERE TO VOTE FOR ALL NOMINEES
[ ] MARK HERE TO WITHHOLD VOTE FROM ALL NOMINEES
01 02 03 04 05 06 07 08 09
[ ] FOR ALL EXCEPT - To withhold a vote for one or more nominees, mark [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
the box to the left and the corresponding numbered box(es) to the right.
FOR AGAINST ABSTAIN
2. To ratify the selection of Ernst & Young LLP as independent [ ] [ ] [ ]
registered 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.
B NON-VOTING ITEMS
CHANGE OF ADDRESS -- Please print new address below. COMMENTS -- Please print your comments below.
- ------------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------------ ------------------------------------------------------
C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) Signature 1 Signature 2
- -- Please print date below. -- Please keep signature within the box. -- Please keep signature within the box.
- --------------------------- ---------------------------------------- ----------------------------------------
/ /
- --------------------------- ---------------------------------------- ----------------------------------------
(SQUARE) (BAR CODE) C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO
1 U P X 0 1 9 7 4 9 1 ACCOMMODATE 140 CHARACTERS) MR A SAMPLE
AND MR A SAMPLE AND MR A SAMPLE AND MR A
SAMPLE AND MR A SAMPLE AND MR A SAMPLE
AND MR A SAMPLE AND MR A SAMPLE AND
(STOCK#) 00YUOA
(ARROW) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. (ARROW)
- -------------------------------------------------------------------------------------------------------------------------
=========================================================================================================================
PROXY -- AMERICAN INCOME FUND, INC.
=========================================================================================================================
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme, Jeffery M. Wilson, and Richard J. Ertel 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 December 1, 2008, and atany 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.
AMERICAN MUNICIPAL (BAR CODE)
INCOME PORTFOLIO INC.
(BAR CODE) C123456789
000004 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
(BAR CODE) MR A SAMPLE 000000000.000000 ext 000000000.000000 ext
DESIGNATION (IF ANY)
ADD 1
ADD 2 ELECTRONIC VOTING INSTRUCTIONS
ADD 3
ADD 4 YOU CAN VOTE BY INTERNET OR TELEPHONE!
ADD 5 AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK!
ADD 6
Instead of mailing your proxy, you may choose one
(BAR CODE) of the two voting methods outlined below to vote
your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
PROXIES SUBMITTED BY THE INTERNET OR TELEPHONE MUST BE
RECEIVED BY 1:00 A.M., CENTRAL TIME, ON DECEMBER 1,
2008.
(GRAPHIC) VOTE BY INTERNET
- Log on to the Internet and go to
WWW.INVESTORVOTE.COM
- Follow the steps outlined on the
secured website.
(GRAPHIC) VOTE BY TELEPHONE
- Call toll free 1-800-652-VOTE (8683)
within the United States, Canada &
Puerto Rico any time on a touch tone
telephone. There is NO CHARGE to you
for the call.
Using a BLACK INK pen, mark your votes with an X as shown in - Follow the instructions provided by the
this example. Please do not write outside the designated recorded message.
areas. [X]
============================================================================================================================
ANNUAL MEETING PROXY CARD 123456 C0123456789 12345
============================================================================================================================
(ARROW) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. (ARROW)
- ----------------------------------------------------------------------------------------------------------------------------
A PROPOSALS -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND FOR PROPOSAL 2 .
1. Election of Directors: 01 - Benjamin R. Field III 02 - Victoria J. Herget 03 - John P. Kayser
04 - Richard K. Riederer 05 - Joseph D. Strauss 06 - Virginia L. Stringer
07 - James M. Wade +
[ ] MARK HERE TO VOTE FOR ALL NOMINEES
[ ] MARK HERE TO WITHHOLD VOTE FROM ALL NOMINEES
01 02 03 04 05 06 07
[ ] FOR ALL EXCEPT - To withhold a vote for one or more nominees, mark [ ] [ ] [ ] [ ] [ ] [ ] [ ]
the box to the left and the corresponding numbered box(es) to the right.
FOR AGAINST ABSTAIN
2. To ratify the selection of Ernst & Young LLP as independent [ ] [ ] [ ]
registered 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.
B NON-VOTING ITEMS
CHANGE OF ADDRESS -- Please print new address below. COMMENTS -- Please print your comments below.
- ------------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------------ ------------------------------------------------------
C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) Signature 1 Signature 2
- -- Please print date below. -- Please keep signature within the box. -- Please keep signature within the box.
- --------------------------- ---------------------------------------- ----------------------------------------
/ /
- --------------------------- ---------------------------------------- ----------------------------------------
(SQUARE) (BAR CODE) C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO
1 U P X 0 1 9 7 4 8 1 ACCOMMODATE 140 CHARACTERS) MR A SAMPLE
AND MR A SAMPLE AND MR A SAMPLE AND MR A
SAMPLE AND MR A SAMPLE AND MR A SAMPLE
AND MR A SAMPLE AND MR A SAMPLE AND
(STOCK#) 00YUSA +
(ARROW) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. (ARROW)
- ----------------------------------------------------------------------------------------------------------------------------
============================================================================================================================
PROXY - 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, Jeffery M. Wilson, and Richard J. Ertel 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 December 1, 2008, 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.
AMERICAN MUNICIPAL (BAR CODE)
INCOME PORTFOLIO INC.
(BAR CODE) C123456789
000004 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
(BAR CODE) MR A SAMPLE 000000000.000000 ext 000000000.000000 ext
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
(BAR CODE)
Using a BLACK INK pen, mark your votes with an X as shown in
this example. Please do not write outside the designated
areas. [X]
============================================================================================================================
ANNUAL MEETING PROXY CARD
============================================================================================================================
(ARROW) PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (ARROW)
- ----------------------------------------------------------------------------------------------------------------------------
A PROPOSALS -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND FOR PROPOSAL 2 .
1. Election of Directors: 01 - Benjamin R. Field III 02 - Roger A. Gibson 03 - Victoria J. Herget
04 - John P. Kayser 05 - Leonard W. Kedrowski 06 - Richard K. Riederer +
07 - Joseph D. Strauss 08 - Virginia L. Stringer 09 - James M. Wade
[ ] MARK HERE TO VOTE FOR ALL NOMINEES
[ ] MARK HERE TO WITHHOLD VOTE FROM ALL NOMINEES
01 02 03 04 05 06 07 08 09
[ ] FOR ALL EXCEPT - To withhold a vote for one or more nominees, mark [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
the box to the left and the corresponding numbered box(es) to the right.
FOR AGAINST ABSTAIN
2. To ratify the selection of Ernst & Young LLP as independent [ ] [ ] [ ]
registered 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.
B NON-VOTING ITEMS
CHANGE OF ADDRESS -- Please print new address below. COMMENTS -- Please print your comments below.
- ------------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------------ ------------------------------------------------------
C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) Signature 1 Signature 2
- -- Please print date below. -- Please keep signature within the box. -- Please keep signature within the box.
- --------------------------- ---------------------------------------- ----------------------------------------
/ /
- --------------------------- ---------------------------------------- ----------------------------------------
(SQUARE) (BAR CODE) C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO
1 U P X 0 1 9 7 4 8 3 ACCOMMODATE 140 CHARACTERS) MR A SAMPLE
AND MR A SAMPLE AND MR A SAMPLE AND MR A
SAMPLE AND MR A SAMPLE AND MR A SAMPLE
AND MR A SAMPLE AND MR A SAMPLE AND
(STOCK#) 00YUVA +
(ARROW) PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (ARROW)
- ----------------------------------------------------------------------------------------------------------------------------
============================================================================================================================
PROXY -- 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, Jeffery M. Wilson, and Richard J. Ertel 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 December 1, 2008, 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.
MINNESOTA MUNICIPAL (BAR CODE)
INCOME PORTFOLIO INC.
(BAR CODE) C123456789
000004 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
(BAR CODE) MR A SAMPLE 000000000.000000 ext 000000000.000000 ext
DESIGNATION (IF ANY)
ADD 1
ADD 2 ELECTRONIC VOTING INSTRUCTIONS
ADD 3
ADD 4 YOU CAN VOTE BY INTERNET OR TELEPHONE!
ADD 5 AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK!
ADD 6
Instead of mailing your proxy, you may choose one
(BAR CODE) of the two voting methods outlined below to vote
your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
PROXIES SUBMITTED BY THE INTERNET OR TELEPHONE MUST BE
RECEIVED BY 1:00 A.M., CENTRAL TIME, ON DECEMBER 1,
2008.
(GRAPHIC) VOTE BY INTERNET
- Log on to the Internet and go to
WWW.INVESTORVOTE.COM
- Follow the steps outlined on the
secured website.
(GRAPHIC) VOTE BY TELEPHONE
- Call toll free 1-800-652-VOTE (8683)
within the United States, Canada &
Puerto Rico any time on a touch tone
telephone. There is NO CHARGE to you
for the call.
Using a BLACK INK pen, mark your votes with an X as shown in - Follow the instructions provided by the
this example. Please do not write outside the designated recorded message.
areas. [X]
============================================================================================================================
ANNUAL MEETING PROXY CARD 123456 C0123456789 12345
============================================================================================================================
(ARROW) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. (ARROW)
- ----------------------------------------------------------------------------------------------------------------------------
A PROPOSALS -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND FOR PROPOSAL 2 .
1. Election of Directors: 01 - Benjamin R. Field III 02 - Victoria J. Herget 03 - John P. Kayser
04 - Richard K. Riederer 05 - Joseph D. Strauss 06 - Virginia L. Stringer
07 - James M. Wade +
[ ] MARK HERE TO VOTE FOR ALL NOMINEES
[ ] MARK HERE TO WITHHOLD VOTE FROM ALL NOMINEES
01 02 03 04 05 06 07
[ ] FOR ALL EXCEPT - To withhold a vote for one or more nominees, mark [ ] [ ] [ ] [ ] [ ] [ ] [ ]
the box to the left and the corresponding numbered box(es) to the right.
FOR AGAINST ABSTAIN
2. To ratify the selection of Ernst & Young LLP as independent [ ] [ ] [ ]
registered 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.
B NON-VOTING ITEMS
CHANGE OF ADDRESS -- Please print new address below. COMMENTS -- Please print your comments below.
- ------------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------------ ------------------------------------------------------
C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) Signature 1 Signature 2
- -- Please print date below. -- Please keep signature within the box. -- Please keep signature within the box.
- --------------------------- ---------------------------------------- ----------------------------------------
/ /
- --------------------------- ---------------------------------------- ----------------------------------------
(SQUARE) (BAR CODE) C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO
1 U P X 0 1 9 7 3 8 1 ACCOMMODATE 140 CHARACTERS) MR A SAMPLE
AND MR A SAMPLE AND MR A SAMPLE AND MR A
SAMPLE AND MR A SAMPLE AND MR A SAMPLE
AND MR A SAMPLE AND MR A SAMPLE AND
(STOCK#) 00YUQB +
(ARROW) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. (ARROW)
- ----------------------------------------------------------------------------------------------------------------------------
============================================================================================================================
PROXY - 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, Jeffery M. Wilson, and Richard J. Ertel 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 December 1, 2008, 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.
FIRST AMERICAN MINNESOTA (BAR CODE)
MUNICIPAL INCOME FUND II, INC.
(BAR CODE) C123456789
000004 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
(BAR CODE) MR A SAMPLE 000000000.000000 ext 000000000.000000 ext
DESIGNATION (IF ANY)
ADD 1
ADD 2 ELECTRONIC VOTING INSTRUCTIONS
ADD 3
ADD 4 YOU CAN VOTE BY INTERNET OR TELEPHONE!
ADD 5 AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK!
ADD 6
Instead of mailing your proxy, you may choose one
(BAR CODE) of the two voting methods outlined below to vote
your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
PROXIES SUBMITTED BY THE INTERNET OR TELEPHONE MUST BE
RECEIVED BY 1:00 A.M., CENTRAL TIME, ON DECEMBER 1,
2008.
(GRAPHIC) VOTE BY INTERNET
- Log on to the Internet and go to
WWW.INVESTORVOTE.COM
- Follow the steps outlined on the
secured website.
(GRAPHIC) VOTE BY TELEPHONE
- Call toll free 1-800-652-VOTE (8683)
within the United States, Canada &
Puerto Rico any time on a touch tone
telephone. There is NO CHARGE to you
for the call.
Using a BLACK INK pen, mark your votes with an X as shown in - Follow the instructions provided by the
this example. Please do not write outside the designated recorded message
areas. [X]
============================================================================================================================
ANNUAL MEETING PROXY CARD 123456 C0123456789 12345
============================================================================================================================
(ARROW) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. (ARROW)
- ----------------------------------------------------------------------------------------------------------------------------
A PROPOSALS -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND FOR PROPOSAL 2.
1. Election of Directors: 01 - Benjamin R. Field III 02 - Victoria J. Herget 03 - John P. Kayser
04 - Richard K. Riederer 05 - Joseph D. Strauss 06 - Virginia L. Stringer
07 - James M. Wade +
[ ] MARK HERE TO VOTE FOR ALL NOMINEES
[ ] MARK HERE TO WITHHOLD VOTE FROM ALL NOMINEES
01 02 03 04 05 06 07
[ ] FOR ALL EXCEPT - To withhold a vote for one or more nominees, mark [ ] [ ] [ ] [ ] [ ] [ ] [ ]
the box to the left and the corresponding numbered box(es) to the right.
FOR AGAINST ABSTAIN
2. To ratify the selection of Ernst & Young LLP as independent [ ] [ ] [ ]
registered 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.
B NON-VOTING ITEMS
CHANGE OF ADDRESS -- Please print new address below. COMMENTS -- Please print your comments below.
- ------------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------------ ------------------------------------------------------
C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) Signature 1 Signature 2
- -- Please print date below. -- Please keep signature within the box. -- Please keep signature within the box.
- --------------------------- ---------------------------------------- ----------------------------------------
/ /
- --------------------------- ---------------------------------------- ----------------------------------------
(SQUARE) (BAR CODE) C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO
1 U P X 0 1 9 7 5 0 1 ACCOMMODATE 140 CHARACTERS) MR A SAMPLE
AND MR A SAMPLE AND MR A SAMPLE AND MR A
SAMPLE AND MR A SAMPLE AND MR A SAMPLE
AND MR A SAMPLE AND MR A SAMPLE AND
(STOCK#) 00YUMA +
(ARROW) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. (ARROW)
- ----------------------------------------------------------------------------------------------------------------------------
============================================================================================================================
PROXY - 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, Jeffery M. Wilson, and Richard J. Ertel 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 December 1, 2008, 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.
MINNESOTA MUNICIPAL (BAR CODE)
INCOME PORTFOLIO INC.
(BAR CODE) C123456789
000004 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
(BAR CODE) MR A SAMPLE 000000000.000000 ext 000000000.000000 ext
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
(BAR CODE)
Using a BLACK INK pen, mark your votes with an X as shown in
this example. Please do not write outside the designated
areas. [X]
============================================================================================================================
ANNUAL MEETING PROXY CARD
============================================================================================================================
(ARROW) PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (ARROW)
- ----------------------------------------------------------------------------------------------------------------------------
A PROPOSALS -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND FOR PROPOSAL 2.
1. Election of Directors: 01 - Benjamin R. Field III 02 - Roger A. Gibson 03 - Victoria J. Herget
04 - John P. Kayser 05 - Leonard W. Kedrowski 06 - Richard K. Riederer +
07 - Joseph D. Strauss 08 - Virginia L. Stringer 09 - James M. Wade
[ ] MARK HERE TO VOTE FOR ALL NOMINEES
[ ] MARK HERE TO WITHHOLD VOTE FROM ALL NOMINEES
01 02 03 04 05 06 07 08 09
[ ] FOR ALL EXCEPT - To withhold a vote for one or more nominees, mark [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
the box to the left and the corresponding numbered box(es) to the right.
FOR AGAINST ABSTAIN
2. To ratify the selection of Ernst & Young LLP as independent [ ] [ ] [ ]
registered 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.
B NON-VOTING ITEMS
CHANGE OF ADDRESS -- Please print new address below. COMMENTS -- Please print your comments below.
- ------------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------------ ------------------------------------------------------
C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) Signature 1 Signature 2
- -- Please print date below. -- Please keep signature within the box. -- Please keep signature within the box.
- --------------------------- ---------------------------------------- ----------------------------------------
/ /
- --------------------------- ---------------------------------------- ----------------------------------------
(SQUARE) (BAR CODE) C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO
1 U P X 0 1 9 7 3 8 3 ACCOMMODATE 140 CHARACTERS) MR A SAMPLE
AND MR A SAMPLE AND MR A SAMPLE AND MR A
SAMPLE AND MR A SAMPLE AND MR A SAMPLE
AND MR A SAMPLE AND MR A SAMPLE AND
(STOCK#) 00YV6A +
(ARROW) PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (ARROW)
- ----------------------------------------------------------------------------------------------------------------------------
============================================================================================================================
PROXY -- 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, Jeffery M. Wilson, and Richard J. Ertel 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 December 1, 2008, 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.
FIRST AMERICAN MINNESOTA (BAR CODE)
MUNICIPAL INCOME FUND II, INC.
(BAR CODE) C123456789
000004 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
(BAR CODE) MR A SAMPLE 000000000.000000 ext 000000000.000000 ext
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
(BAR CODE)
Using a BLACK INK pen, mark your votes with an X as shown in
this example. Please do not write outside the designated
areas. [X]
============================================================================================================================
ANNUAL MEETING PROXY CARD
============================================================================================================================
(ARROW) PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (ARROW)
- ----------------------------------------------------------------------------------------------------------------------------
A PROPOSALS -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND FOR PROPOSAL 2 .
1. Election of Directors: 01 - Benjamin R. Field III 02 - Roger A. Gibson 03 - Victoria J. Herget
04 - John P. Kayser 05 - Leonard W. Kedrowski 06 - Richard K. Riederer +
07 - Joseph D. Strauss 08 - Virginia L. Stringer 09 - James M. Wade
[ ] MARK HERE TO VOTE FOR ALL NOMINEES
[ ] MARK HERE TO WITHHOLD VOTE FROM ALL NOMINEES
01 02 03 04 05 06 07 08 09
[ ] FOR ALL EXCEPT - To withhold a vote for one or more nominees, mark [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
the box to the left and the corresponding numbered box(es) to the right.
FOR AGAINST ABSTAIN
2. To ratify the selection of Ernst & Young LLP as independent [ ] [ ] [ ]
registered 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.
B NON-VOTING ITEMS
CHANGE OF ADDRESS -- Please print new address below. COMMENTS -- Please print your comments below.
- ------------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------------ ------------------------------------------------------
C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) Signature 1 Signature 2
- -- Please print date below. -- Please keep signature within the box. -- Please keep signature within the box.
- --------------------------- ---------------------------------------- ----------------------------------------
/ /
- --------------------------- ---------------------------------------- ----------------------------------------
(SQUARE) (BAR CODE) C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO
1 U P X 0 1 9 7 5 0 3 ACCOMMODATE 140 CHARACTERS) MR A SAMPLE
AND MR A SAMPLE AND MR A SAMPLE AND MR A
SAMPLE AND MR A SAMPLE AND MR A SAMPLE
AND MR A SAMPLE AND MR A SAMPLE AND
(STOCK#) 00YUUA +
(ARROW) PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (ARROW)
- ----------------------------------------------------------------------------------------------------------------------------
============================================================================================================================
PROXY -- 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, Jeffery M. Wilson, and Richard J. Ertel 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 December 1, 2008, and atany 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.