<Page>

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 Pursuant to Section 240.14a-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)(4)
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:

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<Page>

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 OCTOBER 28, 2003

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 9:00 a.m., Central Time, on Tuesday, October 28, 2003, at 800 Nicollet Mall
on the 3rd floor. The purposes of the meeting are as follow:

1. To elect directors.

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

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

2. To ratify the selection of Ernst & Young LLP as independent public
accountants 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 September 8, 2003 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.

September 16, 2003 James D. Alt
Secretary

<Page>

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 -- OCTOBER 28, 2003

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 Tuesday, October 28, 2003, and any adjournments thereof.

The investment adviser for the Funds is U.S. Bancorp Asset Management, Inc.
(the "Adviser"). U.S. Bancorp Asset Management also acts as the administrator
for First American Minnesota Municipal Income Fund II, Inc. and as a
co-administrator for the other Funds along with U.S. Bancorp Fund Services, Inc.
("Fund Services"). The address of the Funds and the Adviser is 800 Nicollet
Mall, Minneapolis, Minnesota 55402. The address of Fund Services is 615 E.
Michigan Street, Milwaukee, Wisconsin 53202.

The costs of solicitation, including the cost of preparing and mailing the
Notice of Annual Meeting of Shareholders and this Proxy Statement, will be
allocated among and borne by the Funds. Mailing of the Notice of Annual Meeting
of Shareholders and this Proxy Statement will take place on approximately
September 22, 2003. Representatives of the Adviser may, without cost to the
Funds, solicit proxies on behalf of management of the Funds by means of mail,
telephone or personal calls.

In order for the shareholder meeting to go forward for a Fund, there must
be a quorum. This means that at least a majority of that Fund's shares must be
represented at the meeting -- either in person or by proxy.

For American Municipal Income Portfolio, Minnesota Municipal Income
Portfolio and First American Minnesota Municipal Income Fund II (the "Municipal
Bond Funds"), all returned proxies count toward a quorum, regardless of how they
are voted. An abstention will be counted as shares present at the meeting in
determining whether a proposal has been approved, and will have the same effect
as a vote against the proposal. If a shareholder withholds authority to vote on
a director, the shareholder will not be considered as present and entitled to
vote on the election of that director. Similarly, if a proxy is returned with a
broker non-vote on a proposal, the shareholder will not be counted as present
and entitled to vote with respect to that proposal. (Broker non-votes are shares
for which (a) the underlying owner has not voted and (b) the broker holding the
shares does not have discretionary authority to vote on the particular matter.)

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
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If a quorum is not obtained or if sufficient votes to approve any of the
proposals 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 September 8, 2003 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:

<Table>
<Caption>
AMERICAN FIRST AMERICAN
MUNICIPAL INCOME MINNESOTA MUNICIPAL MINNESOTA MUNICIPAL AMERICAN INCOME
PORTFOLIO INCOME PORTFOLIO INCOME 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
</Table>

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 September 8, 2003, except as follows:

2
<Page>

<Table>
<Caption>
NUMBER OF PERCENTAGE
SHARES OF OWNERSHIP OF
FUND NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK COMMON STOCK
- ---- ------------------------------------ ------------ ------------

American Income Fund Karpus Management, Inc.
14 Toby Village Office Park
Pittsford, NY 488,412 5.17%

Sit Investment Associates, Inc. and
affiliated entities
4600 Wells Fargo Center
Minneapolis, MN 581,442 6.15%
</Table>

COPIES OF EACH FUND'S MOST RECENT ANNUAL REPORT AND SUBSEQUENT SEMI-ANNUAL
REPORT, IF ANY, ARE AVAILABLE TO SHAREHOLDERS UPON REQUEST. IF YOU WOULD LIKE TO
RECEIVE A COPY, PLEASE CONTACT THE FUNDS AT 800 NICOLLET MALL, MINNEAPOLIS,
MINNESOTA 55402, OR CALL 800-677-FUND AND ONE WILL BE SENT, WITHOUT CHARGE, BY
FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.

PROPOSAL ONE
ELECTION OF DIRECTORS

AMERICAN INCOME FUND. The Restated and Amended Articles of Incorporation of
American Income Fund provide that the Fund's Board of Directors shall be divided
into three classes, each having a term of three years. Each year, the term of
office of one class will expire. The term of office of the Class III directors
expires at this year's annual meeting. (The terms of office of the Class I and
Class II directors expire at the 2004 and 2005 annual meetings of shareholders,
respectively.) Shareholders will be asked to elect Joseph D. Strauss, Virginia
L. Stringer and James M. Wade to serve as Class III directors for a three-year
term to expire at the 2006 annual meeting of shareholders. It is intended that
the enclosed proxy for American Income Fund will be voted for the election of
Messrs. Strauss and Wade and Ms. Stringer as Class III directors of the Fund
unless such authority has been withheld in the proxy.

MUNICIPAL BOND FUNDS. The directors of the Municipal Bond Funds do not have
staggered terms. Each director serves until the next annual meeting of
shareholders. The shareholders of each Municipal Bond Fund will be asked to
elect 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, Mickey P.
Foret, Victoria J. Herget, Richard K. Riederer, Joseph D. Strauss, Virginia L.
Stringer and James M. Wade are to be elected by the preferred shareholders and
the common shareholders of each Municipal Bond Fund, voting together. It is
intended that the enclosed proxy will be voted for the election of each of these
individuals as directors of the Municipal Bond Funds unless such authority has
been withheld in the proxy.

BIOGRAPHICAL INFORMATION. Biographical information regarding each nominee
is set forth below. Each nominee also serves as a director of the other
closed-end and open-end investment companies managed by the Adviser (the "Fund
Complex"). The Fund Complex currently consists of eight closed-end funds (each
of which is a registered investment company) and 53 open-end funds (which are
portfolios of four registered investment companies). The business address of
each of the nominees is that of the Funds. Each nominee has served as a

3
<Page>

director since the last annual meeting of shareholders with the exception of
Messrs. Field and Foret, and Ms. Herget. These three individuals were elected by
the other directors to fill vacancies on the Board, effective September 16,
2003.

NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS

<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN OTHER
POSITION FUND DIRECTOR-
HELD PRINCIPAL OCCUPATION(S) COMPLEX SHIPS
WITH THE TERM OF OFFICE* AND LENGTH DURING LAST OVERSEEN BY HELD BY
NAME AND AGE FUNDS OF TIME SERVED 5 YEARS DIRECTOR DIRECTOR**
- ------------ -------- -------------------------- ----------------------- ----------- ----------

Benjamin R. Field III Director Mr. Field has served as a Senior Financial 61 None
(Age 64) director of each of the Advisor, Bemis Company,
Funds since September 2003. Inc. since 2002; prior
As a Municipal Bond Fund positions with Bemis
director he serves for a since 1963 include
one-year term that expires Senior Vice President
at the next annual meeting and Chief Financial
of shareholders. As a Class Officer & Treasurer
I director of American (1992-2002), Vice
Income Fund his term will President & Treasurer,
expire at the 2004 annual and various other
meeting of shareholders. finance positions.

Mickey P. Foret Director Mr. Foret has served as a Consultant to Northwest 61 ADC
(Age 57) director of each of the Airlines, Inc. since Telecommunications,
Funds since September 2003. 2002; prior positions Inc.
As a Municipal Bond Fund with Northwest Airlines
director he serves for a include Executive Vice URS
one-year term that expires President & Chief Corporation
at the next annual meeting Financial Officer
of shareholders. As a Class (1998-2002), and Champion
I director of American Chairman & CEO, Cargo. Airlines,
Income Fund his term will Inc.
expire at the 2004 annual
meeting of shareholders.

Roger A. Gibson Director Mr. Gibson has served as a Vice President - Cargo, 61 None
(Age 56) director of each of the United Airlines, since
Municipal Bond Funds since July 2001; Vice
August 1998. As a Municipal President, North
Bond Fund director he serves America - Mountain
for a one-year term that Region for United
expires at the next annual Airlines (1995 - 2001).
meeting of shareholders.
Mr. Gibson has served as a
Class I director of American
Income Fund since October
2000. His current term
expires at the 2004 annual
meeting of shareholders.
</Table>

4
<Page>

Victoria J. Herget Director Ms. Herget has served as a Investment consultant 61 None
(Age 51) director of each of the and not-for-profit
Funds since September 2003. board member since
As a Municipal Bond Fund 2001; Managing Director
director she serves for a of Zurich Scudder
one-year term that expires Investments
at the next annual meeting (1993-2001); previous
of shareholders. As a Class positions with Zurich
II director of American Scudder and predecessor
Income Fund her term will firms include Equity
expire at the 2005 annual Portfolio Manager, Head
meeting of shareholders. of Institutional Sales
and other related
positions (1973-1993).

Leonard W. Kedrowski Director Mr. Kedrowski has served as Owner, Executive and 61 None
(Age 61) a director of each of the Management Consulting,
Municipal Bond Funds since Inc., a management
August 1998. As a Municipal consulting firm, since
Bond Fund director he serves 1992; Chief Executive
for a one-year term that Officer, Creative
expires at the next annual Promotions
meeting of shareholders. International, LLC, a
Mr. Kedrowski has served as promotional award
a Class II director of programs and products
American Income Fund since company, since 1999;
October 2000. His current Board member, GC
term expires at the 2005 McGuiggan Corporation
annual meeting of (dba Smyth Companies),
shareholders. manufacturer of
designer doors; acted
as CEO of Graphics
Unlimited from 1996 to
1998.

Richard K. Riederer Director Mr. Riederer has served as a Retired; President and 61 None
(age 58) director of each of the Chief Executive
Funds since August 2001. As Officer, Weirton Steel
a Municipal Bond Fund (1995 - 2001);
director he serves for a Director, Weirton Steel
one-year term that expires (1993 - 2001).
at the next annual meeting
of shareholders. As a
Class II director of
American Income Fund, his
term will expire at the
2005 annual meeting of
shareholders.
</Table>

5
<Page>

Joseph D. Strauss Director Mr. Strauss has served as a Owner and President, 61 None
(Age 62) director of each of the Excensus(TM), LLC, a
Municipal Bond Funds since consulting firm, since
August 1998. As a Municipal 2001; owner and
Bond Fund director he serves President, Strauss
for a one-year term that Management Company, a
expires at the next annual Minnesota holding
meeting of shareholders. company for various
Mr. Strauss has served as a organizational
Class III director of management business
American Income Fund since ventures, since 1993;
October 2000. His current owner, Chairman and
term expires at the 2003 Chief Executive
annual meeting of Officer, Community
shareholders. He has been Resource Partnerships,
nominated for a three year Inc., a strategic
term that will expire at the planning, operations
2006 annual meeting of management, government
shareholders. relations,
transportation planning
and public relations
organization, since
1993; attorney at law.

Virginia L. Stringer Chair; Ms. Stringer has served as a Owner and President, 61 None
(Age 58) Director director of each of the Strategic Management
Municipal Bond Funds since Resources, Inc., a
August 1998. As a Municipal management consulting
Bond Fund director she firm, since 1993;
serves for a one-year term Executive Consultant
that expires at the next for State Farm
annual meeting of Insurance Company since
shareholders. She has 1997; formerly
served as a Class III President and director
director of American Income of The Inventure Group,
Fund since October 2000. a management consulting
Her current term expires at and training company,
the 2003 annual meeting of President of Scott's,
shareholders. She has been Inc., a transportation
nominated for a three year company, and Vice
term that will expire at the President of Human
2006 annual meeting of Resources of The
shareholders. Pillsbury Company.
</Table>

6
<Page>

James M. Wade Director Mr. Wade has served as a Owner and President, 61 None
(Age 58) director of each of the Jim Wade Homes, a
Funds since August 2001. As homebuilding company,
a Municipal Bond Fund since 1999; Vice
director he serves for a President and Chief
one-year term that expires Financial Officer,
at the next annual meeting Johnson Controls, Inc.,
of shareholders. As a Class a controls
III director of American manufacturing company,
Income Fund, his current (January 1987-May 1991).
term expires at the 2003
annual meeting of
shareholders. He has been
nominated for a three year
term that will expire at the
2006 annual meeting of
shareholders.
</Table>

- ----------
* 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 eight meetings of the Board of Directors during the fiscal year
of American Municipal Income Portfolio, Minnesota Municipal Income Portfolio and
First American Minnesota Municipal Income Fund II ended January 31, 2003 and six
meetings of the Board of Directors during the fiscal year of American Income
Fund ended October 31, 2002. During each such fiscal year, each of the directors
standing for re-election attended at least 75% of all meetings of the Board of
Directors and of committees of which he or she was a regular member that were
held while he or she was serving on the Board of Directors or on such committee.

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

The purposes of the Audit Committee are (a) to oversee the Funds'
accounting and financial reporting policies and practices, their internal
controls and, as appropriate, the internal controls of certain service
providers; (b) to oversee the quality of the Funds' financial statements and the
independent audit thereof; and (c) to act as a liaison between the Funds'
independent auditors and the full Board of Directors. The 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. The Audit Committee currently consists of
Messrs. Gibson and Riederer, Ms. Stringer (ex officio) and Mr. Kedrowski, who
serves as its chairperson. Each member of the Audit Committee has been
determined by the Board of Directors to be "independent" within the meaning of
both the applicable New York Stock Exchange Rule and the applicable American
Stock Exchange Rule and within the meaning of SEC Form N-CSR, Item 3(a)(2), and
is not an "interested person" of the Funds within the

7
<Page>

meaning of the Investment Company Act of 1940 The Board of Directors of each
Fund has designated Mr. Kedrowski and Mr. Riederer as the Audit Committee
financial experts. A copy of the Audit Committee's current charter is attached
as Appendix A to the Proxy Statement. The Audit Committee met nine times during
the fiscal year of American Municipal Income Portfolio, Minnesota Municipal
Income Portfolio and First American Minnesota Municipal Income Fund II ended
January 31, 2003 and seven times during the fiscal year of American Income Fund
ended October 31, 2002.

The Nominating Committee of each Fund's Board of Directors is responsible
for recommending to the Board (i) nominees for election as directors, (ii) a
successor to the Chair when a vacancy occurs, and (iii) compensation plans and
arrangements for the directors, and for reviewing with the Chair the Chair's
recommended Committee assignments. Current members of the Nominating Committee
are Messrs. Gibson and Wade, Ms. Stringer (ex officio), and Mr. Riederer, who
serves as its chairperson. The Nominating Committee met once during the fiscal
year of American Municipal Income Portfolio, Minnesota Municipal Income
Portfolio and First American Minnesota Municipal Income Fund II ended
January 31, 2003 and two times during the fiscal year of American Income Fund
ended October 31, 2002. The nominating committee does not consider nominees
recommended by shareholders.

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. Kedrowski and Ms. Stringer (ex
officio), and Mr. Strauss, who serves as its chairperson. The Pricing Committee
met six times during the fiscal year of American Municipal Income Portfolio,
Minnesota Municipal Income Portfolio and First American Minnesota Municipal
Income Fund II ended January 31, 2003 and five times during the fiscal year of
American Income Fund ended October 31, 2002.

DIRECTOR COMPENSATION. No compensation is paid by the Funds to any director
who is an officer or employee of the Adviser or any of its affiliates. Each
director, other than the Chair, currently receives from the Fund Complex a fee
of $40,000 per year ($60,000 in the case of the Chair) plus $10,000 ($15,000 in
the case of the Chair) per meeting of the full Board of Directors attended and
$2,500 per Nominating Committee or Audit Committee meeting attended ($3,750 in
the case of a committee chair). Directors are also reimbursed for their travel
expenses to attend meetings. In the event of telephonic Board meetings, each
participating director receives a fee of $5,000 ($7,500 in the case of the
Chair), and in the event of telephonic Nominating or Audit Committee meetings,
each participating director receives a fee of $1,250 ($1,875 in the case of the
Committee chair). In addition, directors may receive a per diem fee of $2,500
per day, plus travel expenses, when directors travel out of town on Fund
business. However, directors do not receive the $2,500 per diem amount plus the
foregoing Board or Committee fee for an out-of-town Committee or Board meeting
but instead receive the greater of the total per diem fee or meeting fee. The
amounts specified in this paragraph are allocated among the Funds and the other
closed- and open-end investment companies in the Fund Complex on the basis of
net assets.

The directors may elect to defer payment of up to 100% of the fees they
receive in accordance with a Deferred Compensation Plan (the "Plan"). Under the
Plan, a director may elect to have his or her deferred fees treated as if they
had been invested in shares of one or more funds and the amount paid to the
director under the Plan will be determined based on the performance of such
investments. Distributions may be taken in a lump sum or over a period of years.
The Plan will remain unfunded for federal income tax purposes under the Internal
Revenue Code of 1986, as amended. Deferral of director fees in accordance with
the Plan will have a negligible impact on Fund assets and liabilities and will
not obligate the Funds to retain any director or pay any particular level of
compensation. The Funds do not provide any other pension or retirement benefits
to directors.

8
<Page>

The following table sets forth the compensation received by each director
standing for re-election from each Fund for its most recent fiscal year, as well
as the total compensation received by each such director from the Fund Complex
for the twelve months ended December 31, 2002.* Messrs. Field and Foret and
Ms. Herget were not directors of the Funds during these periods.

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

Roger A. Gibson $ 978 $ 703 $ 5 $ 111 $ 121,250

Leonard W. Kedrowski $ 1,728 $ 1,242 $ 12 $ 192 $ 184,375

Richard K. Riederer $ 1,002 $ 720 $ 2 $ 126 $ 155,000

Joseph D. Strauss $ 739 $ 531 $ 1 $ 94 $ 118,750

Virginia L. Stringer $ 1,316 $ 946 $ 2 $ 174 $ 205,000

James M. Wade $ 717 $ 515 $ 1 $ 89 $ 110,000
</Table>

(1) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $577, Leonard W. Kedrowski, $1,728.
(2) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $415, Leonard W. Kedrowski, $1,242.
(3) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $4, Leonard W. Kedrowski, $12.
(4) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $62, Leonard W. Kedrowski, $192.
(5) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $60,625, Leonard W. Kedrowski, $184,375.
(6) As of December 31, 2002, the Fund Complex consisted of four open-end and 10
closed-end investment companies, totaling 71 funds, managed by the Adviser,
including the Funds.

9
<Page>

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.

<Table>
<Caption>
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 None

Mickey P. Foret None None

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

Victoria J. Herget None None

Leonard W. Kedrowski None Over $100,000

Richard K. Riederer None $50,001-$100,000

Joseph D. Strauss None Over $100,000

Virginia L. Stringer None Over $100,000

James M. Wade None Over $100,000
</Table>

- ----------
The dollar range disclosed is based on the value of the securities as of
October 1, 2002 (July 2003 for Messrs. Field and Foret and Ms. Herget.)

To the knowledge of the Funds, as of September 8, 2003, 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.

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 majority of the preferred shares represented at the meeting is sufficient
for the election of Mr. Gibson and Mr. Kedrowski, provided at least a quorum (a
majority of the outstanding preferred shares) is represented in person or by
proxy, and (ii) the vote of a majority of the preferred shares and common shares
represented at the meeting, voting together as a single class, is sufficient for
the election of each of the other nominees, provided at least a quorum (a
majority of the outstanding preferred shares and common shares) is represented
in person or by proxy. For American Income Fund, the vote of a plurality of the
shares voted at the meeting is sufficient for the election of each of the
nominees, provided at least a quorum (a majority of the outstanding shares) is
represented in person or by proxy. Unless otherwise instructed, the proxies will
vote for all nominees. In the event any of the above nominees are not candidates
for election at the meeting due to events not now known or anticipated, the
proxies will vote for such other persons as the Board of Directors may
designate.

10
<Page>

PROPOSAL TWO
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

The 1940 Act provides that every registered investment company shall be
audited at least once each year by independent public accountants selected by a
majority of the directors of the investment company who are not interested
persons of the investment company or its investment adviser. 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 Adviser or the Funds, have selected Ernst & Young LLP
("Ernst & Young") to be the Funds' independent public accountants for each
Fund's current fiscal year. Ernst & Young examines the annual financial
statements of the Funds and provides certain other non-audit and tax-related
services to the Funds. Representatives of Ernst & Young are expected to be
present at the meeting. These representatives will have the opportunity to make
a statement to shareholders if they choose to do so and are expected to be
available to respond to appropriate questions.

AUDIT COMMITTEE REPORT

The Audit Committee recommends to the Funds' Board of Directors the
appointment of each Fund's independent accountants. Management is responsible
for the Funds' internal controls and the financial reporting process. The Funds'
independent accountants are responsible for performing an independent audit of
the Funds' financial statements in accordance with generally accepted auditing
standards and to issue a report on the Funds' financial statements. The Audit
Committee's responsibility is to monitor and oversee these processes.

In this context, the Audit Committee has met and held discussions with
management and the independent accountants. Management represented to the Audit
Committee that the Funds' financial statements were prepared in accordance with
generally accepted accounting principles, and the Audit Committee has reviewed
and discussed the financial statements with management and the independent
accountants. The Audit Committee discussed with the independent accountants
matters required to be discussed by Statement on Auditing Standards No. 61
(Communications with Audit Committees).

The Funds' independent accountants also provided to the Audit Committee the
written disclosure required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Audit Committee
discussed with the independent accountants the accounting firm's independence.
The Committee also considered whether non-audit services provided by the
independent accountants during the last fiscal year were compatible with
maintaining the independent accountants' independence.

11
<Page>

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 Securities and Exchange Commission.

Members of the Audit Committee

Leonard W. Kedrowski, Chair
Roger A. Gibson
Richard K. Riederer
Virginia L. Stringer

FEES PAID TO ERNST & YOUNG

AUDIT FEES. Ernst & Young's fees for professional services rendered for the
audit of each Fund's annual financial statements for its most recently completed
fiscal year were as follows:

<Table>
<Caption>
FUND AUDIT FEES
- ---- ----------

American Municipal Income Portfolio $ 18,566
Minnesota Municipal Income Portfolio $ 1,918
First American Minnesota Municipal Income Fund II $ 1,237
American Income Fund $ 7,463
</Table>

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. Ernst & Young
did not provide any financial information systems design and implementation
services to the Funds during their most recently ended fiscal years.

ALL OTHER FEES. Ernst & Young's fees for tax-related services and
audit-related services during each Fund's most recently completed fiscal year
were as follows:

<Table>
<Caption>
FUND TAX-RELATED SERVICES AUDIT-RELATED SERVICES
- ---- -------------------- ----------------------

American Municipal Income Portfolio $ 5,455 $ 5,626
Minnesota Municipal Income Portfolio $ 417 $ 581
First American Minnesota Municipal Income Fund II $ 269 $ 375
American Income Fund $ 2,548 $ 2,261
</Table>

12
<Page>

Audit-related services principally include services related to Rule 17f-2
security counts and rating agency agreed-upon procedures. Fees for tax-related
services include tax compliance, tax advice and tax planning. In addition, Ernst
& Young billed the Adviser $3,500 during the fiscal year ended January 31, 2003
of American Municipal Income Portfolio, Minnesota Municipal Income Portfolio and
First American Minnesota Municipal Income Fund II and $3,500 during the fiscal
year ended October 31, 2002 of American Income Fund.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR OF
THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG. For each Fund, the vote of a
majority of the shares represented at the meeting is sufficient for the
ratification of the selection of the independent public accountants, provided at
least a quorum (a majority of the outstanding shares) is represented in person
or by proxy. For the Municipal Bond Funds, the preferred shareholders and the
common shareholders vote together as a single class. Unless otherwise
instructed, the proxies will vote for the ratification of the selection of Ernst
& Young as each Fund's independent public accountants.

OFFICERS OF THE FUNDS

Information about each officer's position and term of office with the Funds
and business experience during the past five years is set forth below. Unless
otherwise indicated, all positions have been held more than five years. No
officer receives any compensation from the Funds. Unless otherwise indicated,
the address of each of the officers is U.S. Bancorp Asset Management, Inc., 800
Nicollet Mall, Minneapolis, Minnesota 55402.

<Table>
<Caption>
POSITION HELD TERM OF OFFICE* AND
NAME AND AGE WITH THE FUNDS LENGTH OF TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ------------ -------------- --------------------- ----------------------------------------------

Thomas S. President Since February 2001 Chief Executive Officer of the Adviser since
Schreier, Jr. May 2001; prior thereto, Chief Executive
(Age 40) Officer of First American Asset Management
since December 2000 and of Firstar Investment
& Research Management Company ("FIRMCO")
since February 2001; Senior Managing Director
and Head of Equity Research of U.S. Bancorp
Piper Jaffray from October 1998 through
December 2000; Senior Airline Analyst and
Director of Equity Research of Credit Suisse
First Boston from 1996 to 1998.

Mark S. Jordahl Vice President -- Since September 2001 Chief Investment Officer of the Adviser since
(Age 42) Investments September 2001; prior thereto, President and
Chief Investment Officer, ING Investment
Management - Americas, September 2000 to June
2001, Senior Vice President and Chief
Investment Officer, ReliaStar Financial Corp,
January 1998 to September 2000, Executive
Vice President and Managing Director,
Washington Square Advisers, January 1996 to
December 1997.

Jeffery M. Wilson Vice President -- Since March 2000 Senior Vice President of the Adviser since May
(Age 46) Administration 2001; prior thereto, Senior Vice President of
First American Asset Management.
</Table>

13
<Page>

Robert H. Nelson Treasurer Since 1995 Senior Vice President of the Adviser since
(Age 39) May 2001; prior thereto, Senior Vice
President of First American Asset Management
since 1998 and of FIRMCO since February 2001;
Senior Vice President of Piper Capital
Management Inc. from 1994 to 1998.

James D. Alt Secretary Since June 2002; Partner, Dorsey & Whitney LLP, a Minneapolis
(Age 51) Assistant Secretary based law firm
50 South Sixth of the Funds from
Street, Suite September 1998 to
1500 June 2002.
Minneapolis, MN
55402

Richard J. Ertel Assistant Since June 2003 Disclosure Counsel, U.S. Bancorp Asset
(Age 36) Secretary Management, Inc. since May 2003; Associate
Counsel, Hartford Life and Accident Insurance
Company from April 2001 through May 2003;
from January 1997 through March 2001,
Attorney and Law Clerk, Fortis Financial
Group.

Kathleen L. Assistant Since September 1998 Partner, Dorsey & Whitney LLP, a Minneapolis
Prudhomme Secretary based law firm
(Age 50)
50 South Sixth
Street, Suite
1500
Minneapolis, MN
55402

Michael J. Radmer Assistant Since March 2000; Partner, Dorsey & Whitney LLP, a Minneapolis
(Age 58) Secretary Secretary of the based law firm
50 South Sixth Funds from September
Street, Suite 1998 to March 2000
1500
Minneapolis, MN
55402
</Table>

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

14
<Page>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on Fund records and other information, the Funds believe that all
Securities and Exchange Commission filing requirements applicable to their
directors and officers, the Adviser and companies affiliated with the Adviser,
pursuant to Section 16(a) of the Securities Exchange Act of 1934, with respect
to each Fund's fiscal year end were satisfied.

SHAREHOLDER PROPOSALS

Under the Securities Exchange Act of 1934, Fund shareholders may submit
proposals to be considered at the next Annual Meeting. Rule 14a-8 under the
Exchange Act sets forth the procedures and requirements for requesting that a
Fund include these proposals in its proxy statement. Any proposal submitted
under Rule 14a-8 must be received at the Funds' offices, 800 Nicollet Mall,
Minneapolis, Minnesota 55402, no later than May 19, 2004. 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 August 18, 2004.

Dated: September 16, 2003

James D. Alt
Secretary

15
<Page>

APPENDIX A

FIRST AMERICAN FUNDS
AUDIT COMMITTEE
CHARTER
As amended June 4, 2003

PRELIMINARY NOTE: This Charter reflects rules amendments adopted by the
Securities and Exchange Commission (SEC) through January 2003. It does not yet
reflect listing standards amendments which will be adopted by the New York Stock
Exchange and the American Stock Exchange in order to conform their listing
standards to the requirements of Section 301 of the Sarbanes-Oxley Act of 2002
and SEC rules thereunder.

1. The First American Funds Complex Audit Committee (Audit Committee) shall
be composed entirely of independent directors(1) who are not "interested
persons" of the Funds within the meaning of the Investment Company Act of
1940. The Audit Committee shall be comprised of at least three members
with one member appointed as chairperson. All committee members shall be
financially literate(2), at least one member shall have accounting or
related financial management expertise(3), and at least one member shall
be an "audit committee financial expert" as determined by the Board of
Directors of the Funds pursuant to SEC Form N-CSR, Items 3(b) and (c).

2. The purposes of the Audit Committee are:

(a) to oversee the Funds' accounting and financial reporting policies and
practices, their internal controls and, as appropriate, the internal
controls of certain service providers;

(b) to oversee the quality of the Funds' financial statements and the
independent audit thereof; and

The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control and for preparing the Funds' financial statements, and the
independent auditor's responsibility is to plan and carry out a proper
audit of the financial statements.

- ----------
(1) A director shall be deemed "independent" for this purpose only if he or she
is independent within the meaning of both the applicable New York Stock
Exchange Rule and the applicable American Stock Exchange Rule and within
the meaning of SEC Form N-CSR, Item 3(a)(2). The full Board of Directors
has reviewed information provided by each Audit Committee member and has
found that each such member is "independent" within the meaning of these
rules.
(2) For purposes of the applicable New York Stock Exchange Rule, the full Board
of Directors, in its business judgment, interprets the term "financially
literate" in a manner consistent with the counterpart American Stock
Exchange Rule, as meaning that an Audit Committee member is able to read
and understand fundamental financial statements, including a balance
sheet, income statement, and cash flow statement.
(3) For purposes of the applicable New York Stock Exchange Rule, the full Board
of Directors, in its business judgment, interprets this qualification in a
manner consistent with the counterpart American Stock Exchange Rule, as
meaning that an Audit Committee member has past employment experience in
finance or accounting, requisite professional certification in accounting,
or any other comparable experience or background which results in the
individual's financial sophistication, including being or having been a
chief executive officer, chief financial officer, or other senior officer
with financial oversight responsibilities.

16
<Page>

The outside auditor for the Funds is ultimately accountable to the Board
of Directors and Audit Committee as representatives of shareholders. The
Audit Committee and Board of Directors have the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the
outside auditor (or to nominate the outside auditor to be proposed for
shareholder approval in any proxy statement).

3. To carry out its purposes, the Audit Committee shall have the following
duties and powers:

(a) to review with management and the independent auditors the audited
annual financial statements of the Funds, including their judgment about
the quality, not just the acceptability, of accounting principles, the
reasonableness of significant judgments, and the clarity of the
disclosures in the financial statements;

(b) to meet with the Funds' independent auditors, including private
meetings, as necessary (i) to review the arrangements for and scope of the
annual audit and any special audits; (ii) to discuss any matters or
concern relating to the Funds' financial statements, including any
adjustments to such statements recommended by the auditors, or other
results of said audit(s); (iii) to consider the auditors' comments with
respect to the Funds' financial policies, procedures, and internal
accounting controls and management's responses thereto; (iv) to review the
form of opinion the independent auditors propose to render to the Board
and shareholders with respect to the Funds' financial statements; and (v)
to review the results of internal audits of areas that impact the Funds;

(c) to prepare and deliver the audit committee reports required to be
included in the closed-end funds' proxy statements;

(d) to receive and consider any communications which the Funds' principal
executive officer and principal financial officer are required to make to
the Audit Committee in connection with their certifications of the Funds'
filings on SEC Form N-CSR;

(e) to receive and consider the communications which the Funds'
independent auditors are required to make to the Audit Committee pursuant
to SEC Reg. S-X, Rule 2-07(a);

(f) to consider the effect upon the Funds of any changes in accounting
principles or practices proposed by management or the auditors;

(g) to ensure that the auditor submits on a periodic basis to the Audit
Committee a formal written statement delineating all relationships between
the auditor and the Funds, consistent with Independence Standards Board
Statement No. 1, to engage in a dialogue with the auditor with respect to
any disclosed relationships or services that may impact the objectivity
and independence of the auditor, to evaluate the independence of the
auditor, and to recommend that the Board of Directors take appropriate
action in response to the auditors' report to satisfy itself of the
auditors' independence;

(h) to consider pre-approving any accounting firm's engagement to render
audit or non-audit services to the Funds or, under the circumstances
contemplated by SEC Reg. S-X, Rule 2-01(c)(7)(ii), to the Funds'
investment adviser or any entity controlling, controlled by or under
common control with the investment adviser that provides ongoing services
to the Funds and the accounting firm's services have a direct impact on
the Funds' operations or financial reporting; provided, that the Audit
Committee may establish written pre-approval policies and procedures which
conform to the requirements of SEC Reg. S-X, Rule 2-01(c)(7)(i)(B);

17
<Page>

(i) to review the fees charged to the Funds by the auditors for audit and
non-audit services;

(j) to investigate improprieties or suspected improprieties in Fund
operations;

(k) to review procedures to safeguard portfolio securities;

(l) to review the Funds' back-up procedures and disaster recovery plans
(except those pertaining to primary pricing services system); and

(m) to report its activities to the full Board on a regular basis and to
make such recommendation with respect to the above and other matters as
the Committee may deem necessary or appropriate.

4. The Committee shall meet on a regular basis and is empowered to hold
special meetings, as circumstances require.

5. The Committee shall regularly meet with the Treasurer of the Funds.

6. The Committee also shall act as the Funds' "qualified legal compliance
committee," as defined in 17 CFR Section 205.2(k). In this role, the
Committee shall:

(a) adopt written procedures for the confidential receipt, retention and
consideration of any report of evidence of a material violation of
United States federal or state securities law, material breach of
fiduciary duty to the Funds arising under United States federal or
state law, or similar material violation of United States federal or
state law which is required to be made with respect to the Funds by
attorneys who are subject to the reporting rules set forth in 17 CFR
Part 205;

(b) have the authority and responsibility:

(i) to inform the Funds' chief legal officer and chief executive
officer (or the equivalents thereof) of any report of evidence
of a material violation received by the Committee (except in the
circumstances described in 17 CFR Section 205.3(b)(4));

(ii) to determine whether an investigation is necessary regarding
any report of evidence of a material violation received by the
Committee and, if the Committee determines an investigation is
necessary or appropriate, to (A) notify the Funds' Board of
Directors, (B) initiate an investigation, which may be conducted
either by the Funds' chief legal officer (or the equivalent
thereof) or by outside attorneys, and (C) retain such additional
expert personnel as the Committee deems necessary;

(iii) at the conclusion of the investigation, to (A) recommend to
the full Board of Directors, by majority vote, that the Funds
implement an appropriate response to evidence of a material
violation, and (B) inform the Funds' chief legal officer and
chief executive officer and their Board of Directors of the
results of any such investigation and the appropriate remedial
measures to be adopted; and

(c) have the authority and responsibility, acting by majority vote, to
take all other appropriate action, including the authority to notify
the SEC in the event that the Funds fail in any material respect to
implement an appropriate response that the Committee has recommended
the Funds to take.

7. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the power to investigate any
matter brought to its attention with full access to all books, records,
facilities, and

18
<Page>

personnel related to the Funds and the authority to retain special counsel
and other experts or consultants at the expense of the appropriate
Fund(s).

8. The Committee shall review this Charter at least annually and recommend
any changes to the full Board of Directors. The full Board of Directors
shall approve this charter at least annually.

19
<Page>

NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS

TIME:
Tuesday, October 28, 2003
at 9:00 a.m.

PLACE:
800 Nicollet Mall
3rd Floor
Minneapolis, Minnesota

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

USBAM1-PS-03

<Page>

DETACH HERE

AMERICAN INCOME FUND, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Mark S. Jordahl, Robert H. Nelson and Jeffery M. Wilson
and each of them, with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all common shares
of American Income Fund, Inc. (the "Fund"), held by the undersigned at the
annual meeting of shareholders of the Fund to be held on October 28, 2003, and
at any adjournments thereof, with all the powers the undersigned would possess
if present in person. All previous proxies given with respect to the meeting are
revoked.

THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE
SIDE OF THIS CARD. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY
WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS
THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND
PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND
RETURN IN THE ADDRESSED ENVELOPE -NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO
SAVE THE FUND FURTHER SOLICITATION EXPENSE.

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

IMPORTANT: Please date and sign this Proxy. If the stock is held jointly,
signature should include both names. Executors, administrators, trustees,
guardians, and others signing in a representative capacity should give their
full title as such.

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

<Page>

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

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY

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

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

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

/X/ Please mark
votes as in
this example

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

(01) Joseph D. Strauss, (02) Virginial L. Stringer, and
(03) James M. Wade

FOR VOTE
ALL / / / / WITHHELD
NOMINEES FROM ALL
NOMINEES

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

- --------------------------------------------------------------------------------

AMERICAN INCOME FUND, INC.

- --------------------------------------------------------------------------------

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

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the annual meeting or any adjournments or
postponements thereof.

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

Please be sure to sign and date this Proxy.

Shareholder Co-owner
sign here: Date: sign here: Date:
------------- -------- ------------- --------

2
<Page>

DETACH HERE

MINNESOTA MUNICIPAL INCOME PORTFOLIO INC.

COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Mark S. Jordahl, Robert H. Nelson and Jeffery M. Wilson
and each of them, with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all common shares
of Minnesota Municipal Income Portfolio Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
October 28, 2003, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

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

<Page>

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

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY

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

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

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

/X/ Please mark
votes as in
this example

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

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

FOR VOTE
ALL / / / / WITHHELD
NOMINEES FROM ALL
NOMINEES

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

- --------------------------------------------------------------------------------

MINNESOTA MUNICIPAL INCOME PORTFOLIO INC.

- --------------------------------------------------------------------------------
COMMON STOCK

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

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the annual meeting or any adjournments or
postponements thereof.

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

Please be sure to sign and date this Proxy.

Shareholder Co-owner
sign here: Date: sign here: Date:
------------- -------- ------------- --------

2
<Page>

[FRONT]

MINNESOTA MUNICIPAL INCOME PORTFOLIO INC.

PREFERRED STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Mark S. Jordahl, Robert H. Nelson and Jeffery M. Wilson
and each of them, with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all common shares
of Minnesota Municipal Income Portfolio Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
October 28, 2003, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

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

<Page>

[BACK]

/X/ Please mark
votes as in
this example

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

(01) Benjamin R. Field, (02) Mickey P. Foret, (03) Roger
A. Gibson, (04) Victoria J. Herget, (05) Leonard W.
Kedrowski, (06) Richard K. Riederer, (07) Joseph D.
Strauss, (08) Virginial L. Stringer, and (09) James M.
Wade

FOR VOTE
ALL / / / / WITHHELD
NOMINEES FROM ALL
NOMINEES

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

- --------------------------------------------------------------------------------

MINNESOTA MUNICIPAL INCOME PORTFOLIO INC.

- --------------------------------------------------------------------------------

PREFERRED STOCK

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

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the annual meeting or any adjournments or
postponements thereof.

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

Please be sure to sign and date this Proxy.

Shareholder Co-owner
sign here: Date: sign here: Date:
------------ -------- ------------- --------

2
<Page>

DETACH HERE

FIRST AMERICAN MINNESOTA MUNICIPAL INCOME FUND II, INC.

COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Mark S. Jordahl, Robert H. Nelson and Jeffery M. Wilson
and each of them, with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all common shares
of First American Minnesota Municipal Income Fund II, Inc. (the "Fund"), held by
the undersigned at the annual meeting of shareholders of the Fund to be held on
October 28, 2003, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

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

<Page>

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

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY

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

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

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

/X/ Please mark
votes as in
this example

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

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

FOR VOTE
ALL / / / / WITHHELD
NOMINEES FROM ALL
NOMINEES

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

- --------------------------------------------------------------------------------

FIRST AMERICAN MINNESOTA
MUNICIPAL INCOME FUND II, INC.

- --------------------------------------------------------------------------------

COMMON STOCK

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

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the annual meeting or any adjournments or
postponements thereof.

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

Please be sure to sign and date this Proxy.

Shareholder Co-owner
sign here: Date: sign here: Date:
------------- -------- ------------- --------

2
<Page>

[FRONT]

FIRST AMERICAN MINNESOTA MUNICIPAL INCOME FUND II, INC.

PREFERRED STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Mark S. Jordahl, Robert H. Nelson and Jeffery M. Wilson
and each of them, with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all common shares
of First American Minnesota Municipal Income Fund II, Inc. (the "Fund"), held by
the undersigned at the annual meeting of shareholders of the Fund to be held on
October 28, 2003, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

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

<Page>

[BACK]

/X/ Please mark
votes as in
this example

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

FOR VOTE
ALL / / / / WITHHELD
NOMINEES FROM ALL
NOMINEES

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

- --------------------------------------------------------------------------------

FIRST AMERICAN MINNESOTA
MUNICIPAL INCOME FUND II, INC.

- --------------------------------------------------------------------------------

PREFERRED STOCK

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

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the annual meeting or any adjournments or
postponements thereof.

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

Please be sure to sign and date this Proxy.

Shareholder Co-owner
sign here: Date: sign here: Date:
------------- -------- ------------- --------

2
<Page>

DETACH HERE

AMERICAN MUNICIPAL INCOME PORTFOLIO INC.

COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Mark S. Jordahl, Robert H. Nelson and Jeffery M. Wilson
and each of them, with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all common shares
of American Municipal Income Portfolio Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
October 28, 2003, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

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

<Page>

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

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY

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

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

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

/X/ Please mark
votes as in
this example

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

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

FOR VOTE
ALL / / / / WITHHELD
NOMINEES FROM ALL
NOMINEES

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

- --------------------------------------------------------------------------------

AMERICAN MUNICIPAL INCOME PORTFOLIO INC.

- --------------------------------------------------------------------------------

COMMON STOCK

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

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the annual meeting or any adjournments or
postponements thereof.

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

Please be sure to sign and date this Proxy.

Shareholder Co-owner
sign here: Date: sign here: Date:
------------- -------- ------------- --------

2
<Page>

[FRONT]

AMERICAN MUNICIPAL INCOME PORTFOLIO INC.

PREFERRED STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Mark S. Jordahl, Robert H. Nelson and Jeffery M. Wilson
and each of them, with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all common shares
of American Municipal Income Portfolio Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
October 28, 2003, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

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

<Page>

[BACK]

/X/ Please mark
votes as in
this example

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

FOR VOTE
ALL / / / / WITHHELD
NOMINEES FROM ALL
NOMINEES
NOMINEES

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

- --------------------------------------------------------------------------------

AMERICAN MUNICIPAL INCOME PORTFOLIO INC.

- --------------------------------------------------------------------------------

PREFERRED STOCK

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

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the annual meeting or any adjournments or
postponements thereof.

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

Please be sure to sign and date this Proxy.

Shareholder Co-owner
sign here: Date: sign here: Date:
------------- -------- ------------- --------