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 ss. 240.14a-11(c) or ss. 240.14a-12
American Municipal Term Trust Inc.
American Municipal Term Trust Inc.--II
American Municipal Term Trust Inc.--III
Minnesota Municipal Term Trust Inc.
Minnesota Municipal Term Trust Inc.--II
American Municipal Income Portfolio Inc.
Minnesota Municipal Income Portfolio Inc.
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(Name of Registrant as Specified in its Charter)
(specify)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a96(i)(4) and O-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction :
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(5) Total fee paid:
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[ ] Fee paid previously by written 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
AMERICAN MUNICIPAL TERM TRUST INC.
AMERICAN MUNICIPAL TERM TRUST INC.--II
AMERICAN MUNICIPAL TERM TRUST INC.--III
MINNESOTA MUNICIPAL TERM TRUST INC.
MINNESOTA MUNICIPAL TERM TRUST INC.--II
AMERICAN MUNICIPAL INCOME PORTFOLIO INC.
MINNESOTA MUNICIPAL INCOME PORTFOLIO INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 16, 1999
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
American Municipal Term Trust Inc., American Municipal Term Trust Inc.--II,
American Municipal Term Trust Inc.--III, Minnesota Municipal Term Trust Inc.,
Minnesota Municipal Term Trust Inc.--II, American Municipal Income Portfolio
Inc. and Minnesota Municipal Income Portfolio Inc. (individually, a "Fund" and
collectively, the "Funds") will be held at 10:30 a.m., Central Time, on Monday,
August 16, 1999, on the 7th floor of U.S. Bank Place, 601 Second Avenue South,
Minneapolis, Minnesota. The purposes of the meeting are as follow:
1. To elect a Board of Directors and set the number of directors
at nine.
2. To ratify the selection of Ernst & Young LLP as independent
public accountants of each Fund for the current fiscal year.
3. To transact such other business as may properly come before
the meeting.
EACH FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS APPROVAL OF EACH
ITEM LISTED ON THIS NOTICE OF ANNUAL MEETING OF SHAREHOLDERS.
Shareholders of record as of the close of business on June 28, 1999 are
entitled to notice of, and to vote at, the meeting or any adjournment(s)
thereof.
SHAREHOLDERS ARE REQUESTED TO MARK, DATE, SIGN AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE THE ACCOMPANYING PROXY CARD, WHICH IS BEING SOLICITED BY
THE BOARD OF DIRECTORS OF THE FUNDS. PROXIES MAY BE REVOKED AT ANY TIME BEFORE
THEY ARE EXERCISED BY SUBMITTING TO THE RESPECTIVE FUND A WRITTEN NOTICE OF
REVOCATION OR A SUBSEQUENTLY EXECUTED PROXY OR BY ATTENDING THE MEETING AND
VOTING IN PERSON. HOWEVER, ATTENDANCE AT THE MEETING WILL NOT BY ITSELF SERVE TO
REVOKE A PROXY.
Michael J. Radmer
July 13, 1999 Secretary
<PAGE>
PROXY STATEMENT
AMERICAN MUNICIPAL TERM TRUST INC.
AMERICAN MUNICIPAL TERM TRUST INC.--II
AMERICAN MUNICIPAL TERM TRUST INC.--III
MINNESOTA MUNICIPAL TERM TRUST INC.
MINNESOTA MUNICIPAL TERM TRUST INC.--II
AMERICAN MUNICIPAL INCOME PORTFOLIO INC.
MINNESOTA MUNICIPAL INCOME PORTFOLIO INC.
ANNUAL MEETING OF SHAREHOLDERS--AUGUST 16, 1999
The enclosed proxy is solicited by the Board of Directors of American
Municipal Term Trust Inc. ("AXT"), American Municipal Term Trust Inc.--II
("BXT"), American Municipal Term Trust Inc.--III ("CXT"), Minnesota Municipal
Term Trust Inc. ("MNA"), Minnesota Municipal Term Trust Inc.--II ("MNB"),
American Municipal Income Portfolio Inc. ("XAA") and Minnesota Municipal Income
Portfolio Inc. ("MXA") (individually, a "Fund" and collectively, the "Funds") in
connection with each Fund's annual meeting of shareholders to be held August 16,
1999, and any adjournments thereof. The costs of solicitation, including the
cost of preparing and mailing the Notice of Meeting of Shareholders and this
Proxy Statement, will be allocated among and borne by the Funds. Mailing of the
Notice of Meeting of Shareholders and this Proxy Statement will take place on
approximately July 13, 1999. Representatives of U.S. Bank National Association
("U.S. Bank"), the investment adviser of each Fund, may, without cost to the
Funds, solicit proxies on behalf of management of the Funds by means of mail,
telephone or personal calls. The address of the Funds and U.S. Bank is 601
Second Avenue South, Minneapolis, Minnesota 55402.
A proxy may be revoked before the meeting by giving written notice of
revocation to the Secretary of the Funds, or at the meeting prior to voting.
Unless revoked, properly executed proxies that have been returned by
shareholders without instructions will be voted "for" each proposal. In
instances where choices are specified in the proxy, those proxies will be voted
as the shareholder has instructed. With regard to the election of directors,
votes may be cast in favor or withheld. Abstentions may be specified with regard
to the ratification of the accountants. If a vote is withheld, the shareholder
will not be considered present and entitled to vote on the proposal. In the case
of an abstention, the shareholder will be considered present and entitled to
vote and the abstention will have the same effect as a vote "against" the
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 June 28, 1999 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>
AXT BXT CXT MNA MNB XAA MXA
--- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Common Shares 8,455,000 7,355,820 5,300,000 5,732,710 3,460,000 5,756,267 4,146,743
Preferred Shares 1,700 1,480 1,064 1,152 694 1,740 1,244
</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 June 28, 1999, except as follows: AXT--Sit Investment
Associates, Inc. and affiliated entities, 4600 Norwest Center, Minneapolis, MN,
951,000 shares (11.25%) and Karpus Management, Inc., 14 Toby Village Office
Park, Pittsford, NY, 509,975 shares (6.03%); BXT--Sit Investment Associates and
affiliated entities, 698,000 shares (9.49%) and Karpus Management, 505,500
shares (6.87%); CXT--Sit Investment Associates and affiliated entities, 347,000
shares (6.55%) and Karpus Management 405,100 shares (7.64%); MNA--Sit Investment
Associates and affiliated entities, 552,300 shares (9.63%) and MNB--Sit
Investment Associates and affiliated entities, 424,700 shares (12.27%).
<PAGE>
In the event that sufficient votes are not received for the adoption of
any proposal, an adjournment or adjournments of the meeting may be sought. Any
adjournment would require a vote in favor of the adjournment by the holders of a
majority of the shares present at the meeting (or any adjournment thereof) in
person or by proxy. In such circumstances, the persons named as proxies will
vote all shares that have voted for the proposal in favor of adjournment; shares
voted against the proposal will be voted against adjournment.
A COPY OF EACH FUND'S MOST RECENT ANNUAL REPORT IS AVAILABLE TO
SHAREHOLDERS UPON REQUEST IF YOU WOULD LIKE TO RECEIVE A COPY, PLEASE CONTACT
THE FUNDS AT 601 SECOND AVENUE SOUTH, MINNEAPOLIS, MINNESOTA 55402, OR CALL
800-722-7161 AND ONE WILL BE SENT, WITHOUT CHARGE, BY FIRST-CLASS MAIL WITHIN
THREE BUSINESS DAYS OF YOUR REQUEST.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the meeting, shareholders of each Fund will be asked to elect the
members of that Fund's Board of Directors. The Bylaws of each Fund provide that
the shareholders have the power to establish the number of directors (subject to
the authority of the Board of Directors to increase or decrease the number as
permitted by law). The directors recommend that the size of the Board of
Directors of each Fund be maintained at nine.
Listed below are the nominees for director to be elected by the
shareholders of each Fund. Each director is currently a director of each Fund.
Mr. Bennett has been a director of each Fund since its inception. Each of the
other directors was elected by shareholders at their last annual meeting in
August 1998, except Mr. Murphy who was elected by the other directors on June 2,
1999.
Under normal circumstances, each Fund's preferred shareholders are
entitled to elect two of such Fund's Directors, and the remaining 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 the
preferred shareholders are David T. Bennett and Leonard W. Kedrowski. The
remaining nominees listed below are to be elected by the preferred shareholders
and the common shareholders, voting together.
It is intended that the enclosed proxy will be voted for the election
of the persons named below as directors of each Fund unless such authority has
been withheld in the proxy. The term of office of each person elected will be
until the next annual meeting of shareholders or until his or her successor is
duly elected and shall qualify. Pertinent information regarding each nominee's
principal occupation and business experience during the past five years is set
forth below. Unless otherwise indicated, all positions have been held more than
five years. Each nominee also serves as a director of all other closed-end and
open-end investment companies managed by U.S. Bank (the "Fund Complex"). There
are currently a total of eleven closed-end investment companies and three
open-end investment companies consisting of 38 funds in the Fund Complex.
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NAME AND AGE DURING PAST 5 YEARS
- ------------ --------------------------------------------
David T. Bennett, 57 Of counsel to the law firm of Gray, Plant,
Mooty, Mooty & Bennett P.A., Minneapolis,
Minnesota; chairman of a group of privately held
companies and member of the board of directors
of a number of non-profit organizations.
Robert J. Dayton, 55 Chief Executive Officer and Chairman (1989-1993)
of Okabena Company (a private family investment
office).
Roger A. Gibson, 52 Vice President of North America-Mountain Region
for United Airlines since June 1995; prior to
which he was Vice President, Customer Service
for United Airlines in the West Region in San
Francisco, California and the Mountain Region in
Denver, Colorado; employed at United Airlines
since 1967.
Andrew M. Hunter III, 50 Chairman of Hunter, Keith Industries, Inc., a
diversified manufacturing and management
services company.
- 2 -
<PAGE>
PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
NAME AND AGE DURING PAST 5 YEARS
- ------------ --------------------------------------------
Leonard W. Kedrowski, 56 Owner and President of Executive Management
Consulting, Inc., a management consulting firm;
prior to which he was Vice President, Chief
Financial Officer, Treasurer, Secretary and
Director of Anderson Corporation, a large
privately-held manufacturer of wood windows,
from 1983 to 1992.
John M. Murphy, Jr.,* 57 Executive Vice President of U.S. Bancorp since
January 1999; prior to which he was Chairman and
Chief Investment Officer of First American Asset
Management and U.S. Bank Trust, N.A., and
Executive Vice President of U.S. Bancorp from
1991 to 1999.
Robert L. Spies,* 63 Director, Iowa Trust and Savings Bank,
Emmetsburg, Iowa; prior to which he was employed
by First Bank System, Inc. (the predecessor of
U.S. Bancorp) and subsidiaries from 1957 to
January 1997, most recently as Vice President,
First Bank National Association.
Joseph D. Strauss, 57 Owner and President, Strauss Management Company
since 1988; owner and President, Community
Resource Partnerships, Inc., a business focused
on creating economic development and
redevelopment tools for local units of
government; attorney-at-law; past Chair of the
Boards of Directors of the open-end investment
companies in the Fund Complex from 1993 to
September 1997.
Virginia L. Stringer, 53 Chair of the Boards of Directors of all open-end
and closed-end investment companies in the Fund
Complex since September 1997; Owner and
President, Strategic Management Resources, Inc.;
prior to which she was President and Director of
The Inventure Group, a management consulting and
training company; President of Scott's, Inc., a
transportation company; and Vice President of
Human Resources of The Pillsbury Company.
- -------------------
* Denotes directors who are considered to be "interested persons" (as defined
by the 1940 Act) of the Funds.
As of June 28, 1999, the officers and directors of each Fund as a group
beneficially owned less than 1% of each class of outstanding shares of such
Fund. No director of the Funds has any material interest in any material
transaction that occurred since the beginning of any Fund's most recently
completed fiscal year, or in any proposed material transaction to which U.S.
Bank or any of its affiliates was or is to be a party.
The Board of Directors of each Fund has established an Audit Committee
which currently consists of Messrs. Bennett, Gibson, Spies and Strauss, and Mr.
Kedrowski, who serves as its chairperson. The Audit Committee met two times
during the fiscal year of AXT, BXT, CXT, MNA and MNB ended December 31, 1998 and
three times during the fiscal year of MXA and XAA ended January 31, 1999. The
functions to be performed by the Audit Committee are to recommend annually to
the Board a firm of independent certified public accountants to audit the books
and records of each Fund for the ensuing year; to monitor that firm's
performance; to review with the firm the scope and results of each audit and
determine the need, if any, to extend audit procedures; to confer with the firm
and representatives of each Fund on matters concerning the Fund's financial
statements and reports including the appropriateness of its accounting practices
and of its financial controls and procedures; to evaluate the independence of
the firm; to review procedures to safeguard portfolio securities; to review the
purchase by each Fund from the firm of non-audit services; to review all fees
paid to the firm; and to facilitate communications between the firm and the
Funds' officers and directors.
The Board of Directors also has a Board Development Committee, the
functions of which are, among others, to recommend to the Board nominees for
election as directors consistent with the needs of the Board and the Funds and
to recommend to the Board compensation plans and arrangements for directors.
Members of the Board Development Committee are Messrs. Bennett, Dayton, Hunter,
Murphy and Strauss and Ms. Stringer. Mr. Murphy is a nonvoting member of the
Committee with respect to director nominations, Board compensation
recommendations and certain other issues. The Board Development Committee met
two times during the last fiscal
- 3 -
<PAGE>
year of AXT, BXT, CXT, MNA and MNB and three times during the last fiscal year
of MXA and XAA. The Board Development Committee will consider nominees
recommended by shareholders if the Committee is considering other nominees at
the time of the recommendation and if the nominee meets the Committee's
criteria. Any recommendations should be directed to the Secretary of the Funds.
During the last fiscal year of each Fund there were two meetings of the
current Board of Directors. Each director attended at least 75% of all meetings
of the Board of Directors and of committees of which he or she was a member that
were held while he or she was serving on the Board of Directors or on such
committee, except Mr. Dayton (with respect to AXT, BXT, CXT, MNA and MNB).
No compensation is paid by the Funds to any director who is an officer
or employee of U.S. Bank or any of its affiliates. Each director, other than the
Chair, currently receives an annual retainer from the Fund Complex of $27,000
and a fee of $4,000 for each full Board meeting attended. The Board Chair
receives an annual retainer of $40,500 and a fee of $6,000 for each full Board
meeting attended. Each committee member, other than the chair of the applicable
committee, receives a fee of $1,200 for each committee meeting attended; the
chair of a committee receives a fee of $1,800. Directors also receive a fee of
$500 for telephonic Board or committee meetings. The Board or Committee Chair
receives a fee of $750 for such meetings. Directors are also reimbursed for
travel expenses and, in certain cases, receive a per diem fee of $1,500 when
traveling out of town on Fund business. Director fees 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 following table sets forth the compensation received by each
director from each Fund for its most recent fiscal year, as well as the total
compensation received by each director from the Fund Complex for the
twelve-months ended December 31, 1998. Mr. Murphy did not receive any
compensation from any of the Funds during these periods.
<TABLE>
<CAPTION>
BENNETT* DAYTON GIBSON HUNTER KEDROWSKI SPIES STRAUSS STRINGER
-------- ------ ------ ------ --------- ----- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AXT $1,556 $57 $59 $54 $74 $68 $76 $87
BXT $1,556 $57 $59 $54 $74 $68 $76 $87
CXT $1,556 $57 $59 $54 $74 $68 $76 $87
MNA $1,556 $57 $59 $54 $74 $68 $76 $87
MNB $1,556 $57 $59 $54 $74 $68 $76 $87
XAA $1,556 $57 $59 $54 $74 $68 $76 $87
MXA $1,556 $57 $59 $54 $74 $68 $76 $87
Total from
Fund Complex** $26,300 $58,200 $52,900 $54,350 $62,400 $57,150 $68,950 $81,150
</TABLE>
- -------------------
* Mr. Bennett was a director of each Fund during its entire fiscal year, but has
been a director of the other investment companies in the Fund Complex only since
September 1998. The other directors have served as directors of the Funds since
August 1998. Prior to August 1998, the Funds had different compensation
arrangements.
**Currently consists of three open-end and eleven closed-end investment
companies managed by U.S. Bank, including the Funds.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR
OF ALL NOMINEES TO SERVE AS DIRECTORS. For each Fund, (i) the vote of a majority
of the preferred shares represented at the meeting is sufficient for the
election of Mr. Bennett 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. 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, the proxies will vote for such other persons as the
Board of directors may designate. Nothing currently indicates that such a
situation will arise.
- 4 -
<PAGE>
PROPOSAL TWO
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Investment Company Act of 1940 (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. The 1940 Act requires that the selection be submitted
for ratification or rejection by the shareholders at their next annual meeting
following the selection.
The directors, including a majority who are not interested persons of
U.S. Bank 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 has no direct or material indirect financial interest in the Funds
or in U.S. Bank, other than receipt of fees for services to the Funds and U.S.
Bank and its affiliates. Ernst & Young also serves as the independent public
accountants for each of the other investment companies managed by U.S. Bank and
as the independent public accountants for U.S. Bank and its affiliates.
On September 9, 1998, the Funds' Board of Directors, upon the
recommendation of the Audit Committee, appointed Ernst & Young the independent
accountants for AXT, BXT, CXT, MNA and MNB for the fiscal year ending December
31, 1999 and for MXA and XXA for the fiscal year ending January 31, 2000, and
dismissed KPMG LLP ("KPMG"). KPMG's reports on the Funds' financial statements
for the past two fiscal years have not contained an adverse opinion or a
disclaimer of opinion, and have not been qualified as to uncertainty, audit
scope, or accounting principles. In addition, there have not been any
disagreements with KPMG during the Funds' two most recent fiscal years on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of KPMG,
would have caused it to make a reference to the subject matter of the
disagreement in connection with its reports.
Representatives of Ernst & Young are expected to be present at the
meeting. Such 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. Representatives of KPMG are not expected to attend the
meeting.
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. 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.
EXECUTIVE OFFICERS OF THE FUNDS
Information about each executive 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 executive officer receives any compensation from the Funds.
BUSINESS EXPERIENCE DURING
NAME AND (AGE) POSITION/TERM OF OFFICE PAST FIVE YEARS
- -------------- ----------------------- ---------------------------
Paul A. Dow (48) President since 1996 Senior Managing Director of
First American Asset
Management, a division of
U.S. Bank, since May 1,
1998; prior thereto, Chief
Executive Officer,
President, Chief Investment
Officer and Chairman of the
Board of Directors of Piper
Capital Management Inc.
("Piper Capital").
Robert H. Nelson (35) Vice President since 1996 Senior Vice President of
and Treasurer since 1995 First American Asset
Management since May 1,
1998; prior thereto, Senior
Vice President of Piper
Capital.
- 5 -
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on Fund records and other information, the Funds believe that all
SEC filing requirements applicable to their directors and officers, U.S. Bank
and companies affiliated with U.S. Bank, pursuant to Section 16(a) of the
Securities Exchange Act of 1934, with respect to each Fund's fiscal year end
were satisfied, except that Douglas White (for MXA) failed to timely file a Form
4. The required Form was subsequently filed.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder to be considered for presentation at the
next Annual Meeting must be received at the Funds' offices, U.S. Bank Place, 601
Second Avenue South, Minneapolis, Minnesota 55402, no later than March 15, 2000.
Michael J. Radmer
Secretary
Dated: July 13, 1999
- 6 -
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME:
Monday, August 16, 1999
at 10:30 a.m.
PLACE:
U.S. Bank Place, 7th Floor
601 Second Avenue South
Minneapolis, Minnesota
IMPORTANT:
Please date and sign your
proxy card and return it promptly
using the enclosed reply envelope.
Book 1
Cusip Numbers:
027652-10-6 027652-20-5
027653-10-4 027653-20-3
027654-10-2 027654-20-1
604065-10-2 604065-20-1
604066-10-0 604066-20-9
027649-10-2 027649-20-1
604062-10-9 027649-30-0
604062-20-8 604062-30-7
<PAGE>
[NAME OF FUND]
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
The undersigned appoints Paul A. Dow and Robert H. Nelson, 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 [INSERT NAME
OF FUND] (the "Fund"), held by the undersigned at the annual meeting of
shareholders of the Fund to be held on August 16, 1999, 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.
THE PROXIES ARE INSTRUCTED:
1. To vote:
_____FOR all nominees listed below (except as marked to the contrary
below)
_____WITHHOLD AUTHORITY to vote for all nominees listed below
NOMINEES: Robert J. Dayton, Roger A. Gibson, Andrew M. Hunter III, John M.
Murphy, Jr., Robert L. Spies, Joseph D. Strauss and Virginia L. Stringer.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided below.)
- --------------------------------------------------------------------------------
2. To vote: FOR____ AGAINST____ ABSTAIN____ ratification of the selection of
Ernst & Young LLP as 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.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. 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.
Dated: ______________________________, 1999
___________________________________________
___________________________________________
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.
<PAGE>
[NAME OF FUND]
PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
The undersigned appoints Paul A. Dow and Robert H. Nelson, 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 [INSERT
NAME OF FUND] (the "Fund"), held by the undersigned at the annual meeting of
shareholders of the Fund to be held on August 16, 1999, 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.
THE PROXIES ARE INSTRUCTED:
1. To vote:
_____FOR all nominees listed below (except as marked to the contrary
below)
_____WITHHOLD AUTHORITY to vote for all nominees listed below
NOMINEES: David T. Bennett, Robert J. Dayton, Roger A. Gibson, Andrew M.
Hunter III, Leonard W. Kedrowski, John M. Murphy, Jr., Robert L. Spies, Joseph
D. Strauss and Virginia L. Stringer. (Instruction: To withhold authority to vote
for any individual nominee, write that nominee's name on the line provided
below.)
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2. To vote: FOR____ AGAINST____ ABSTAIN____ ratification of the selection of
Ernst & Young LLP as 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.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. 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.
Dated: ______________________________, 1999
___________________________________________
___________________________________________
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.
