0001140361-14-015963 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 7th, 2014 • Bank of America Corp /De/ • National commercial banks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), executed as of April 1, 2014, is made among (i) First American Minnesota Municipal Income Fund II, Inc., a Minnesota corporation (the "Fund"), (ii) Banc of America Preferred Funding Corporation, a Delaware corporation, including its successors by merger or operation of law (“BAPFC”), and (iii) Blue Ridge Investments, L.L.C., a Delaware limited liability company, including its successors by merger or operation of law (“Blue Ridge” and together with BAPFC, collectively, the “Shareholders”).

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VOTING TRUST AGREEMENT
Voting Trust Agreement • April 7th, 2014 • Bank of America Corp /De/ • National commercial banks • New York

THIS VOTING TRUST AGREEMENT (this "Agreement") is made and entered into effective for all purposes and in all respects as of April 1, 2014 by and among Lord Securities Corporation, as trustee (the "Trustee" or any successor thereto), Banc of America Preferred Funding Corporation, a Delaware corporation, including its successors and assigns by operation of law ("PFC" or a "Purchaser"), Blue Ridge Investments, L.L.C., a Delaware limited liability company, including its successors and assigns by operation of law ("Blue Ridge" or a "Purchaser" and, together with PFC, the "Purchasers") and Institutional Shareholder Services Inc. (the "Voting Consultant" or any successor thereto).

VMTP Purchase Agreement First American Minnesota Municipal Income Fund II, Inc. as Issuer and Banc of America Preferred Funding Corporation as a Purchaser and Blue Ridge Investments, L.L.C. as a Purchaser April 1, 2014
VMTP Purchase Agreement • April 7th, 2014 • Bank of America Corp /De/ • National commercial banks • New York

VMTP PURCHASE AGREEMENT dated as of April 1, 2014 (the “Agreement”) by and among FIRST AMERICAN MINNESOTA MUNICIPAL INCOME FUND II, INC., a closed-end fund organized as a Minnesota corporation, as issuer (the “Issuer”), BANC OF AMERICA PREFERRED FUNDING CORPORATION, a Delaware corporation, including its successors by merger or operation of law (“BAPFC” or a “Purchaser”) and Blue Ridge Investments, L.L.C., a Delaware limited liability company, including its successors by merger or operation of law (“Blue Ridge” or a “Purchaser”), as purchasers of the VMTP Shares hereunder (BAPFC together with Blue Ridge, the “Purchasers”).

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