-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K9PzfPeIem/0Tu7AJXoAM4UvT7SRa2EZK3ruS+0oPIo/WIqHUYUHuZst1oJ6ynim BYUQmapSRNBxafiMft9CvQ== 0000897101-95-000234.txt : 20040420 0000897101-95-000234.hdr.sgml : 20040420 19950713090200 ACCESSION NUMBER: 0000897101-95-000234 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950717 FILED AS OF DATE: 19950713 DATE AS OF CHANGE: 19950714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN STRATEGIC INCOME PORTFOLIO INC CENTRAL INDEX KEY: 0000878930 IRS NUMBER: 411705401 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06404 FILM NUMBER: 95553542 BUSINESS ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: US BANK CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123033381 MAIL ADDRESS: STREET 1: 800 NICOLLET AVE CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN STRATEGIC INCOME PORTFOLIO INC II CENTRAL INDEX KEY: 0000886984 IRS NUMBER: 411719822 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06640 FILM NUMBER: 95553553 BUSINESS ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: USBANK CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123033381 MAIL ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: USBANK CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SELECT PORTFOLIO INC CENTRAL INDEX KEY: 0000908785 STATE OF INCORPORATION: MN FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07838 FILM NUMBER: 95553554 BUSINESS ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: US BANK CITY: MINNEAPOLIS STATE: MN ZIP: 55402-3804 BUSINESS PHONE: 6123033381 MAIL ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: US BANK CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN STRATEGIC INCOME PORTFOLIO INC III CENTRAL INDEX KEY: 0000896161 IRS NUMBER: 411739732 STATE OF INCORPORATION: MN FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07444 FILM NUMBER: 95553552 BUSINESS ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: US BANK CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123033381 MAIL ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: US BANK CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN STRATEGIC INCOME INC III DATE OF NAME CHANGE: 19930426 DEF 14A 1 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-11(c) or section 240.14a-12 American Select Portfolio Inc. American Strategic Income Portfolio Inc. American Strategic Income Portfolio Inc.--II American Strategic Income Portfolio Inc.--III (Name of Registrant as Specified in its Charter) [Insert Name] (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] $125 (per Registrant) per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] 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: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: AMERICAN SELECT PORTFOLIO INC. AMERICAN STRATEGIC INCOME PORTFOLIO INC. AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III Piper Jaffray Tower 222 South Ninth Street Minneapolis, Minnesota 55402-3804 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 17, 1995 NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of American Select Portfolio Inc., American Strategic Income Portfolio Inc., American Strategic Income Portfolio Inc.--II and American Strategic Income Portfolio Inc.--III (individually, a "Fund" and collectively, the "Funds") will be held at 10:00 a.m., Central Time, on Thursday, August 17, 1995, on the eleventh floor of the Piper Jaffray Tower, 222 South Ninth Street, Minneapolis, Minnesota. The purposes of the meeting are as follow: 1. To fix the number of members of the Board of Directors of each Fund at six and to elect each Fund's Board of Directors. 2. To ratify the selection by a majority of the independent members of the Board of Directors of each Fund of KPMG Peat Marwick LLP as independent public accountants for each Fund for the fiscal year ending November 30, 1995 for American Select Portfolio Inc. and American Strategic Income Portfolio Inc. and May 31, 1996 for American Strategic Income Portfolio Inc.--II and American Strategic Income Portfolio Inc. -- III. 3. To transact such other business as may properly come before the meeting. Shareholders of record on June 23, 1995, are the only persons entitled to notice of and to vote at the meeting. Your attention is directed to the attached Proxy Statement. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE UPCOMING MEETING, PLEASE FILL IN, SIGN, DATE, AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE THE FUNDS FURTHER SOLICITATION EXPENSE. A stamped return envelope is enclosed for your convenience. David Evans Rosedahl, Secretary Dated: July 7, 1995 AMERICAN SELECT PORTFOLIO INC. AMERICAN STRATEGIC INCOME PORTFOLIO INC. AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III Piper Jaffray Tower 222 South Ninth Street Minneapolis, Minnesota 55402-3804 ANNUAL MEETING OF SHAREHOLDERS--AUGUST 17, 1995 The enclosed proxy is solicited by the Board of Directors of American Select Portfolio Inc. ("SLA"), American Strategic Income Portfolio Inc. ("ASP"), American Strategic Income Portfolio Inc.--II ("BSP") and American Strategic Income Portfolio Inc.--III ("CSP") (individually, a "Fund" and collectively, the "Funds"), in connection with the annual meeting of shareholders of each Fund to be held August 17, 1995, and any adjournments thereof. The costs of solicitation, including the cost of preparing and mailing the Notice of Meeting and this Proxy Statement, will be paid by the Funds, and such mailing will take place on approximately July 12, 1995. Representatives of Piper Capital Management Incorporated (the "Adviser"), the investment adviser and manager of each Fund, may, without cost to the Funds, solicit proxies on behalf of the management of the Funds by means of mail, telephone, or personal calls. The address of the Adviser is that of the Funds as provided above. 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 in which choices are not specified by the shareholders will be voted "for" each item for which no choice is specified, in accordance with the recommendation of each Fund's Board of Directors. In instances where choices are specified by the shareholders in the proxy, those proxies will be voted or the vote will be withheld in accordance with the shareholder's choice. With regard to the election of directors, votes may be cast in favor or withheld; votes that are withheld will be excluded entirely from the vote and will have no effect. Abstentions may be specified on all proposals other than the election of directors and will be counted as present for purposes of determining whether a quorum of shares is present at the meeting with respect to the item on which the abstention is noted, but will be counted as a vote "against" such item. Under the Rules of the New York Stock Exchange, each of the proposals being considered at the meeting is considered a "discretionary" proposal, which means that brokers who hold Fund shares in street name for customers are authorized to vote on such proposal on behalf of their customers with or without specific voting instructions from such customers. Should any other matters properly come before the meeting, it is the intention of the persons named as proxies in the enclosed proxy to act upon them according to their best judgment. Only shareholders of record on June 23, 1995, may vote at the meeting or any adjournments thereof. As of that date, there were issued and outstanding common shares, each with a $.01 par value, of each Fund as follow: SLA--13,437,867; ASP--5,312,521; BSP--20,189,335; and CSP--27,058,496. Common shares represent the only class of securities of each Fund. Each shareholder of the Funds is entitled to one vote for each share held. None of the matters to be presented at the meeting will entitle any shareholder to appraisal rights. No person, to the knowledge of Fund management, was the beneficial owner of more than 5% of the voting shares of any of the Funds as of June 26, 1995. THE FUNDS' ANNUAL REPORTS FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1994 OF SLA AND ASP AND MAY 31, 1995 OF BSP AND CSP, INCLUDING FINANCIAL STATEMENTS, WERE PREVIOUSLY MAILED TO SHAREHOLDERS. IF YOU HAVE NOT RECEIVED A REPORT FOR YOUR FUND OR WOULD LIKE TO RECEIVE ANOTHER COPY, PLEASE CONTACT THE FUNDS AT 222 SOUTH NINTH STREET, MINNEAPOLIS, MINNESOTA 55402, OR CALL 800-866-7778, EXTENSION 6786, AND ONE WILL BE SENT, WITHOUT CHARGE, BY FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS. PROPOSAL ONE ELECTION OF DIRECTORS The Bylaws of each Fund provide that the shareholders have the power to fix the number of Directors. The Directors recommend that the size of the Board of Directors of each Fund be set at six. It is intended that the enclosed proxy will be voted for the shares represented thereby 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 for the past five years is set forth following his or her name below. Each of the nominees also serves as a Director of each of the other closed-end and open-end investment companies managed by the Adviser (except that Mr. Bennett does not serve as a Director of Piper Global Funds Inc.). Each of the nominees, except Ms. Emmerich, has served as a Director of the Funds since each Fund commenced operations. Ms. Emmerich has served as a Director of ASP and BSP since May 18, 1993 and as a Director of SLA and CSP since commencement of operations.
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE DURING PAST 5 YEARS David T. Bennett 54 Of counsel to the law firm of Gray, Plant, Mooty, Mooty & Bennett, P.A., located in Minneapolis, Minnesota. Mr. Bennett is chairman of a group of privately held companies and serves on the board of directors of a number of non-profit organizations. Jaye F. Dyer 68 President of Dyer Management Company, a private management company, since January 1, 1991; prior thereto, Mr. Dyer was President and Chief Executive Officer of Dyco Petroleum Corporation, a Minneapolis based oil and natural gas development company he founded, from 1971 until March 1, 1989, and Chairman of the Board until December 31, 1990. Mr. Dyer serves on the board of directors of Northwestern National Life Insurance Company, The ReliaStar Financial Corp. (the holding company of Northwestern National Life Insurance Company) and various privately held and nonprofit corporations. William H. Ellis* 53 President of Piper Jaffray Companies Inc. and Piper Jaffray Inc. since September 1982 and Chief Operating Officer of the same two companies since August 1983; Director and Chairman of the Board of the Adviser since October 1985 and President of the Adviser since December 1994. Karol D. Emmerich 46 President of The Paraclete Group, a consultant to nonprofit organizations, since May 1993; prior thereto, Ms. Emmerich was Vice President, Treasurer and Chief Accounting Officer of Dayton Hudson Corporation from 1980 to May 1993. Ms. Emmerich is an Executive Fellow at the University of St. Thomas Graduate School of Business and serves on the board of directors of a number of privately held and nonprofit corporations. Luella G. Goldberg 58 Member of the Board of Directors of Northwestern National Life Insurance Company (since 1976), The ReliaStar Financial Corp. (since 1989), TCF Financial Corporation (since 1988), the holding company of TCF Bank Savings fsb (since 1985) and Hormel Foods Corp. (since 1993). Ms. Goldberg also serves as a Trustee of Wellesley College and as a director of a number of other organizations, including the University of Minnesota Foundation and the Minnesota Orchestral Association. Ms. Goldberg was Chairman of the Board of Trustees of Wellesley College from 1985 to 1993 and acting President from July 1, 1993 to October 1, 1993. George Latimer 59 Director, Special Actions Office, Office of the Secretary, Department of Housing and Urban Development since 1993; prior thereto, Mr. Latimer had been Dean of Hamline Law School, Saint Paul, Minnesota, since 1990. Mr. Latimer also serves on the board of directors of Digital Biometrics, Inc. and Payless Cashways, Inc.
*Denotes Directors who are "interested persons" (as defined by the Investment Company Act of 1940, as amended) of the Funds. Mr. Ellis is deemed an "interested person" of the Funds because of his positions with the Adviser and/or its affiliates Except as indicated above, the Directors of the Funds are not directors of any other "reporting companies." As of June 26, 1995, the officers and Directors of the Funds as a group beneficially owned less than 1% of the outstanding shares of each Fund. None of the Funds' officers or Directors has a family relationship with any other Fund officer or Director, except that Michael P. Jansen and Kevin A. Jansen, who are officers of each Fund, are brothers. The Board of Directors of each Fund has established an Audit Committee, currently consisting of Mr. Dyer, Ms. Emmerich and Ms. Goldberg, who serves as its chairperson. The Audit Committee met twice during the most recently ended fiscal year for each of the Funds. The Funds do not have nominating or compensation committees. 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 the Funds 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 the Funds on matters concerning the Funds' 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 the Funds 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 established a Committee of the Independent Directors, consisting of Mr. Bennett, who serves as chairperson, Messrs. Dyer and Latimer, Ms. Emmerich and Ms. Goldberg and a Derivatives Committee consisting of Ms. Emmerich, who serves as chairperson, Ms. Goldberg and Mr. Dyer. The Committee of the Independent Directors met two times for SLA and ASP and ten times for BSP and CSP and the Derivatives Committee met one time (for all Funds) from their formation on November 1, 1994 through the most recent fiscal year end for each of the Funds. The functions of the Committee of the Independent Directors are: (a) recommendation to the full Board of approval of any management, advisory, sub-advisory and/or administration agreements; (b) recommendation to the full Board of approval of any underwriting and/or distribution agreements; (c) review of the fidelity bond and premium allocation; (d) review of errors and omissions and any other joint insurance policies and premium allocation; (e) review of, and monitoring of compliance with, procedures adopted pursuant to certain rules promulgated under the 1940 Act; and (f) such other duties as the independent directors shall, from time to time, conclude are necessary or appropriate to carry out their duties under the 1940 Act. The functions of the Derivatives Committee are: (a) to oversee practices, policies and procedures of the Adviser in connection with the use of derivatives; (b) to receive periodic reports from management and independent accountants; and (c) to report periodically to the Committee of the Independent Directors and the Board of Directors. During their most recently ended fiscal years, there were seven meetings of the Board of Directors of SLA and ASP and five meetings of the Board of Directors of BSP and CSP. All Directors, except Mr. Ellis and Ms. Goldberg, attended at least 75% of the aggregate of the meetings of the Board of Directors and meetings of committees of which they were members that were held while they were serving on the Board of Directors or on such committee. Mr. Ellis (who is not on any committees) attended four of the seven meetings of the Board of Directors of SLA and ASP. Ms. Goldberg attended seven of the ten of the aggregate of the meetings of the Board of Directors and meetings of committees of which she was a member of SLA and ASP. No compensation is paid by the Funds to any Directors who are officers or employees of the Adviser or any of its affiliates. The Funds, together with all closed-end investment companies managed by the Adviser, pay each of the other Directors an aggregate quarterly retainer of $5,000, which is allocated among the Funds and such other investment companies on the basis of each company's net assets. In addition, each Fund pays each such Director a fee for each in-person meeting of the Board of Directors he or she attends. Such fee is based on the net asset value of the Fund and ranges from $250 (net assets of less than $200 million) to $1,500 (net assets of $5 billion or more). Members of the Audit Committee who are not affiliated with the Adviser receive $1,000 per meeting attended ($2,000 for the chairperson of such Committee) with such fee being allocated among all closed- and open-end investment companies managed by the Adviser on the basis of relative net asset values. Members of the Committee of the Independent Directors and the Derivatives Committee currently receive no additional compensation. In addition, each Director who is not affiliated with the Adviser is reimbursed for expenses incurred in connection with attending meetings. The following table sets forth the aggregate compensation received by each Director during the most recently ended fiscal year of each Fund, as well as the total compensation received by each Director from the Funds and all other open-end and closed-end investment companies managed by the Adviser or an affiliate of the Adviser (the "Fund Complex") during the calendar year ended December 31, 1994. Directors who are officers or employees of the Adviser or any of its affiliates did not receive any such compensation and are not included in the table.
Pension or Aggregate Retirement Estimated Total Compensation Benefits Annual Benefits Compensation from the Funds Accrued as Part Upon from Fund Director SLA ASP BSP CSP of Fund Expense Retirement Complex* David T. Bennett $1,943 $1,943 $2,420 $2,420 None None $57,500 Jaye F. Dyer $1,996 $1,996 $2,473 $2,473 None None $68,250 Karol D. Emmerich $1,996 $1,996 $2,473 $2,473 None None $68,250 Luella G. Goldberg $2,049 $2,049 $2,525 $2,525 None None $71,250 George Latimer $1,943 $1,943 $2,420 $2,420 None None $65,250
* Consists of 26 open-end and closed-end investment companies managed by the Adviser or an affiliate of the Adviser, including the Funds. Each director included in the table, other than Mr. Bennett, serves on the board of each such open-end and closed end investment company. Mr. Bennett serves on the board of 24 of such open-end and closed-end investment companies. The Directors recommend that the shareholders of each Fund vote in favor of the foregoing nominees to serve as Directors of each Fund. The vote of a majority of shares of each Fund represented at the meeting, provided at least a quorum (a majority of the outstanding shares) is represented in person or by proxy, is sufficient for the election of the above nominees. Unless otherwise instructed, the proxies will vote for the above six 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. 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 the Adviser or the Funds, have selected KPMG Peat Marwick LLP to be the Funds' independent public accountants for the fiscal years ending November 30, 1995 for SLA and ASP and May 31, 1996 for BSP and CSP. KPMG Peat Marwick LLP has no direct or material indirect financial interest in the Funds or in the Adviser, other than receipt of fees for services to the Funds. KPMG Peat Marwick LLP also serves as the independent public accountants for each of the other investment companies managed by the Adviser. KPMG Peat Marwick LLP has been the independent public accountants for the Funds since each commenced operations. Representatives of KPMG Peat Marwick LLP are expected to be present at the meeting. Such representatives will be given the opportunity to make a statement to the shareholders if they desire to do so and are expected to be available to respond to any questions that may be raised at the meeting. The Board of Directors recommends that the shareholders of each Fund vote in favor of the ratification of the selection of KPMG Peat Marwick LLP as the independent public accountants for the Funds. The vote of a majority of the shares of each Fund represented at the meeting, provided at least a quorum (a majority of the outstanding shares) is represented in person or by proxy, is sufficient for the ratification of the selection of the independent public accountants. Unless otherwise instructed, the proxies will vote for the ratification of the selection of KPMG Peat Marwick LLP as each Fund's independent public accountants. EXECUTIVE FUND OFFICERS Certain information about the executive officers of the Funds is set forth below. Unless otherwise indicated, all positions have been held more than five years. POSITION AND TERM OF OFFICE WITH THE FUNDS AND NAME AGE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS Michael P. Jansen 36 President of the BSP, CSP and SLA since inception and of ASP since 1993; previously, Executive Vice President of ASP since inception; Senior Vice President of the Adviser since 1993; previously, Managing Director of Piper Jaffray, Executive Vice President of Piper Mortgage Acceptance Corporation since 1991 and Executive Vice President and Director of Premier Acceptance Corporation since 1988. Worth Bruntjen 58 Senior Vice President of the BSP, CSP and SLA since inception and of ASP since 1993; previously, President of ASP since inception; Senior Vice President of the Adviser. Marijo A. Goldstein 42 Senior Vice President of the Funds since 1995; previously, Vice President of the Funds since inception; Senior Vice President of the Adviser since 1993; previously Vice President of the Adviser since 1991 and a fixed income analyst of the Adviser since 1988. Robert H. Nelson 31 Senior Vice President of the Funds since 1995; previously, Vice President of the Funds since 1993; Senior Vice President of the Adviser since November 1993; previously, Vice President of the Adviser from 1991 to 1993 and Assistant Vice President from 1989 to 1991. James A. Berman 47 Vice President of SLA (only) since inception; Senior Vice President of the Adviser since 1993; previously, Managing Director of Piper Jaffray Inc. from 1992 to 1993, prior to which he was a Vice President of Acquisitions at Sandia Mortgage Corporation from 1991 to 1992 and a Director Investment Analysis and Acquisitions for Larken Properties, Inc. from 1987 to 1991. Kevin A. Jansen 30 Vice President of the Funds since inception; Vice President of the Adviser since 1993; previously, Assistant Vice President since 1992 and an analyst from 1991 to 1992 of Piper Jaffray Inc. Thomas S. McGlinch 38 Vice President of SLA (only) since inception; Vice President of the Adviser since November 1992; previously, a specialty products trader at FBS Investment Services from 1990 to 1992. John G. Wenker 43 Senior Vice President of SLA since inception and Vice President of BSP and CSP since inception and of ASP since 1992; Senior Vice President of the Adviser since 1993; previously, Managing Director of Piper Jaffray Inc. from 1992 to 1993 and Director of Revitalization Resources of the Minneapolis Community Development Agency from 1990 to 1992. David E. Rosedahl 48 Secretary of the Funds since inception; Secretary and Director of the Adviser; Managing Director, Secretary (since 1993) and General Counsel for Piper Jaffray Inc.; Managing Director and General Counsel for Piper Jaffray Companies Inc.; and General Counsel of the Adviser. Charles N. Hayssen 44 Treasurer of the Funds since inception; Director, Chief Financial Officer and Chief Operating Officer (since 1994) of the Adviser; Managing Director of Piper Jaffray Inc. and of Piper Jaffray Companies Inc.; and Chief Financial Officer of Piper Jaffray Inc. SUPPLEMENTAL INFORMATION Based on Fund records and other information, the Funds believe that all SEC filing requirements applicable to their Directors, officers, Adviser and companies affiliated with the Adviser, pursuant to Section 16(a) of the Securities Exchange Act of 1934, with respect the Funds' most recently ended fiscal years, were satisfied. SHAREHOLDER PROPOSALS Any proposal by a shareholder to be considered for presentation at the next Annual Meeting must be received at the Funds' offices, Piper Jaffray Tower, 222 South Ninth Street, Minneapolis, Minnesota 55402, no later than March 15, 1996. Dated: July 7, 1995 David Evans Rosedahl, Secretary AMERICAN SELECT PORTFOLIO INC. THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints William H. Ellis, Charles N. Hayssen and David Evans Rosedahl, 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 shares of American Select Portfolio Inc. (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 17, 1995, 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, Jaye F. Dyer, William H. Ellis, Karol D. Emmerich, Luella G. Goldberg and George Latimer. (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 KPMG Peat Marwick LLP as independent public accountants for the Fund. To transact any other business that may properly come before the meeting or any adjournments 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: _______________________, 1995 ____________________________________ ____________________________________ IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such. AMERICAN STRATEGIC INCOME PORTFOLIO INC. THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints William H. Ellis, Charles N. Hayssen and David Evans Rosedahl, 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 shares of American Strategic Income Portfolio Inc. (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 17, 1995, 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, Jaye F. Dyer, William H. Ellis, Karol D. Emmerich, Luella G. Goldberg and George Latimer. (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 KPMG Peat Marwick LLP as independent public accountants for the Fund. To transact any other business that may properly come before the meeting or any adjournments 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: _______________________, 1995 ____________________________________ ____________________________________ IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such. AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints William H. Ellis, Charles N. Hayssen and David Evans Rosedahl, 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 shares of American Strategic Income Portfolio Inc.--II (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 17, 1995, 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, Jaye F. Dyer, William H. Ellis, Karol D. Emmerich, Luella G. Goldberg and George Latimer. (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 KPMG Peat Marwick LLP as independent public accountants for the Fund. To transact any other business that may properly come before the meeting or any adjournments 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: _______________________, 1995 ____________________________________ ____________________________________ IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such. AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints William H. Ellis, Charles N. Hayssen and David Evans Rosedahl, 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 shares of American Strategic Income Portfolio Inc.--III (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 17, 1995, 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, Jaye F. Dyer, William H. Ellis, Karol D. Emmerich, Luella G. Goldberg and George Latimer. (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 KPMG Peat Marwick LLP as independent public accountants for the Fund. To transact any other business that may properly come before the meeting or any adjournments 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: _______________________, 1995 ____________________________________ ____________________________________ 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. -----END PRIVACY-ENHANCED MESSAGE-----