-----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, GTfJhquwMMGwjwyqwTfuR6KFFMzqet5fcMwYQwbIL5++tVBAPkga/rVg1FFduPqC zN+5lV4qO8EisC0rB8qUTQ== 0000897101-99-000701.txt : 19990713 0000897101-99-000701.hdr.sgml : 19990713 ACCESSION NUMBER: 0000897101-99-000701 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990816 FILED AS OF DATE: 19990712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN STRATEGIC INCOME PORTFOLIO INC CENTRAL INDEX KEY: 0000878930 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 411705401 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-06404 FILM NUMBER: 99662814 BUSINESS ADDRESS: STREET 1: 222 SOUTH NINTH ST STREET 2: PIPER JAFFRAY TOWER CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123426000 MAIL ADDRESS: STREET 1: 222 S. 9TH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN STRATEGIC INCOME PORTFOLIO INC II CENTRAL INDEX KEY: 0000886984 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 411719822 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-06640 FILM NUMBER: 99662815 BUSINESS ADDRESS: STREET 1: PIPER JAFFRAY TWR STREET 2: 222 S NINTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123426000 MAIL ADDRESS: STREET 1: 222 S 9TH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN STRATEGIC INCOME PORTFOLIO INC III CENTRAL INDEX KEY: 0000896161 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 411739732 STATE OF INCORPORATION: MN FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-07444 FILM NUMBER: 99662816 BUSINESS ADDRESS: STREET 1: PIPER JAFFRAY TOWER STREET 2: 222 S NINTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123426231 MAIL ADDRESS: STREET 1: 222 S 9TH STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SELECT PORTFOLIO INC CENTRAL INDEX KEY: 0000908785 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411755339 STATE OF INCORPORATION: MN FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-07838 FILM NUMBER: 99662817 BUSINESS ADDRESS: STREET 1: PIPER JAFFRAY TOWER STREET 2: 222 S NINTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402-3804 BUSINESS PHONE: 6123426387 MAIL ADDRESS: STREET 1: 222 S NINTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 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 ss. 240.14a-11(c) or ss. 240.14a-12 American Strategic Income Portfolio Inc. American Strategic Income Portfolio Inc.--II American Strategic Income Portfolio Inc.--III American Select Portfolio Inc. ----------------------------------------------------- (Name of Registrant as Specified in its Charter) (specify) ------------------------------------------------------------------------- (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: ---------------------------------------------------------------- (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 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: ---------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ---------------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------------- (4) Date Filed: ---------------------------------------------------------------- AMERICAN STRATEGIC INCOME PORTFOLIO INC. AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III AMERICAN SELECT 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 Strategic Income Portfolio Inc., American Strategic Income Portfolio Inc.--II, American Strategic Income Portfolio Inc.--III and American Select Portfolio Inc. (individually, a "Fund" and collectively, the "Funds") will be held at 9:00 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. THIS IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING. 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 Secretary July 13, 1999 AMERICAN STRATEGIC INCOME PORTFOLIO INC. AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III AMERICAN SELECT PORTFOLIO INC. ANNUAL MEETING OF SHAREHOLDERS--AUGUST 16, 1999 The enclosed proxy is solicited by the Board of Directors of American Strategic Income Portfolio Inc. ("ASP"), American Strategic Income Portfolio Inc.--II ("BSP"), American Strategic Income Portfolio Inc.--III ("CSP") and American Select Portfolio Inc. ("SLA") (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 shares: ASP -- 4,703,426; BSP - -- 17,776,820; CSP -- 23,813,368; and SLA -- 11,869,583. 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 the voting shares of any Fund as of June 28, 1999, except at as follows: ASP -- Sit Investment Associates, Inc. and affiliated entities, 4600 Norwest Center, Minneapolis, MN, 775,804 shares (16.49%) and Yale University, 230 Prospect Street, New Haven, CT, 286,299 shares (6.09%); BSP -- Sit Investment Associates and affiliated entities, 3,408,367 shares (19.17%); CSP -- Sit Investment Associates and affiliated entities, 2,752,480 shares (11.56%) and SLA -- Sit Investment Associates and affiliated entities, 1,471,632 shares (12.40%) 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 AND SUBSEQUENT SEMI-ANNUAL REPORT, IF ANY, 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. 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. 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. - 2 - PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE NAME AND AGE DURING PAST 5 YEARS - ------------ -------------------------------------------- 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 the 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 one time during the fiscal year of ASP and SLA ended November 30, 1998 and four times during the fiscal year of BSP and CSP ended May 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 one time during the last fiscal year of ASP and SLA and four times during the last fiscal year of BSP and CSP. 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 ASP and SLA there was one meeting of the current Board of Directors. There were three meetings of the current Board of Directors during the last fiscal year of BSP and CSP. 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. Hunter and Mr. Dayton (each with respect to ASP and SLA). 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 - 3 - $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 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. TOTAL FROM ASP BSP CSP SLA FUND COMPLEX * ------- ------- ------- ------- -------------- Bennett** $ 1,048 $ 1,166 $ 1,166 $ 1,556 $ 26,300 Dayton 57 150 150 57 58,200 Gibson 59 157 157 59 52,900 Hunter 54 148 148 54 54,350 Kedrowski 74 194 194 74 62,400 Spies 68 164 164 68 57,150 Strauss 76 242 242 76 68,950 Stringer 87 239 239 87 81,150 - ------------------- * Currently consists of three open-end and eleven closed-end investment companies managed by U.S. Bank, including the Funds. **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. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR OF ALL NOMINEES TO SERVE AS DIRECTORS. For each Fund, the vote of a majority of the shares represented at the meeting is sufficient for the election of each nominee, 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, 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 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 ASP and SLA for the fiscal year ending November 30, 1999 and for BSP and CSP for the fiscal year ending May 31, 2000, and dismissed KPMG LLP ("KPMG"). - 4 - 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. 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 Senior Vice President of 1996 and Treasurer First American Asset since 1995 Management since May 1, 1998; prior thereto, Senior Vice President of Piper Capital. John G. Wenker (46) Senior Vice President Managing Director of First since 1996 American Asset Management since May 1, 1998; prior thereto, Senior Vice President of Piper Capital. 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 David Bennett (for ASP) and Douglas White (for BSP and CSP) each 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 Dated: July 13, 1999 Secretary - 5 - NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TIME: Monday, August 16, 1999 at 9:00 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 2 Cusip Numbers: 030098-10-7 030099-10-5 03009T-10-1 029570-10-8 [NAME OF FUND] 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 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.) - -------------------------------------------------------------------------------- 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. -----END PRIVACY-ENHANCED MESSAGE-----