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REVOCABLE PROXY
[INSERT FUND NAME]
THIS PROXY SOLICITED IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF [INSERT
FUND NAME] FOR USE ONLY AT THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
[___________, 2003] AND ANY ADJOURNMENTS AND POSTPONEMENTS THEREOF.
The undersigned shareholder of [INSERT FUND NAME], a Minnesota corporation,
acting under the laws of the State of Minnesota, hereby constitutes and appoints
[______________________], and each of them, the attorneys and proxies of the
undersigned, each with the power of substitution, to attend and act for the
undersigned at the Special Meeting of Shareholders of [INSERT FUND NAME] to be
held on [__________, 2003] at 10:00 a.m., Minnesota time, at [800 Nicollet Mall,
Minneapolis, MN 55402], and at any adjournments thereof, and in
connection therewith to vote all of the shares of said Fund which the
undersigned would be entitled to vote, as follows on the reverse side of this
proxy.
Each of the above-named proxies present at the Special Meeting, either in person
or by substitute, shall have and exercise all the power as attorneys and proxies
of the undersigned hereunder. The undersigned hereby revokes any prior proxy to
vote at the Special Meeting and hereby ratifies and confirms all that the
above-named proxies, and each of them, may lawfully do by virtue hereof. The
above-named proxies, without hereby limiting their general authority, are
specifically authorized to vote in accordance with their best judgment with
respect to all matters incident to the conduct of, and all matters presented at,
the Special Meeting and any adjournments or postponements thereof, regardless of
whether such matters are known to the Board of Directors at the time of the
solicitation of this proxy.
This proxy shall be voted in accordance with the choices specified by the
undersigned on this proxy. IF NO INSTRUCTIONS TO THE CONTRARY ARE INDICATED
HEREON, THIS PROXY WILL BE TREATED AS A GRANT OF AUTHORITY TO VOTE FOR THE
PROPOSALS SET FORTH ON THE REVERSE SIDE OF THIS PROXY AND ON ANY OTHER MATTER TO
BE VOTED UPON.
This proxy is revocable and the undersigned may revoke it at any time prior
to the Special Meeting by giving written notice of such revocation to
[INSERT FUND NAME] or by submitting a later-dated proxy. Should the
undersigned be present and want to vote in person at the Special Meeting, or
at any adjournment or postponement thereof, the undersigned may revoke this
proxy by giving written notice of such revocation to [INSERT FUND NAME] on a
form provided at the Special Meeting. The undersigned represents that the
undersigned is a holder of shares in [INSERT FUND NAME]. The undersigned
acknowledges receipt from the Board of Directors of the Notice of Special
Meeting of Shareholders and the Proxy Statement, each dated
[____________,2003]. Capitalized terms used in this proxy have the same
meanings given to them in the joint proxy statement/prospectus.
(Continued, and to be signed on the other side)
FOLD AND DETACH HERE
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THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF [INSERT FUND NAME] Please mark your vote as /X/
indicated in the example
1. PROPOSAL 1: Proposal 1 is to approve the merger of [INSERT FUND NAME] with and into First American Strategic Real Estate
Portfolio Inc., a Maryland corporation, substantially on the terms set forth in the Amended and Restated
Agreement and Plan of Reorganization dated as of November 21, 2002, as amended on January 23, 2003.
FOR AGAINST ABSTAIN
/ / / / / /
2. PROPOSAL 2: Proposal 2 is to adopt the Amended and Restated Agreement and Plan of Reorganization dated as of
November 21, 2002, as amended January 23, 2003.
FOR AGAINST ABSTAIN
/ / / / / /
3. PROPOSAL 3: Proposal 3 is to approve the contribution transactions whereby the assets and liabilities of [INSERT FUND
NAME] will be allocated between First American Strategic Real Estate Portfolio Inc. and First American
Strategic Income Portfolio Inc.
FOR AGAINST ABSTAIN
/ / / / / /
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The three proposals are related. The approval of each proposal is contingent
upon the approval of the others. Therefore, no action will be taken on any of
these proposals unless each of them is approved. Accordingly, any Shareholder
desiring to have [INSERT FUND NAME] proceed with the merger must consent to
EACH OF Proposal 1, Proposal 2 and Proposal 3.
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ELECTION OF EACH OF PROPOSAL 1, PROPOSAL 2 AND PROPOSAL 3
ABOVE.
Please sign exactly as name appears on this proxy. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title. If a
corporation, please sign in full corporate name by authorized officer. If a
partnership, please sign in partnership name by authorized person.
The undersigned hereby acknowledges receipt of a Notice of Special Meeting of
Shareholders of [INSERT FUND NAME] called for [DATE] and the Proxy Statement
for the Special Meeting prior to the signing of this Proxy.
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY
IN THE POSTAGE PREPAID ENVELOPE PROVIDED.
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Signature(s)
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Date