-----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, WtR/Hl4cnmE6mgnGzmeIBkLpBXyv6r3wHVoP2kD+v4OoQItLvCYVXSQ57YM0LnfE nYtB3+HttmwSZJgZ3z/G5Q== 0000950123-09-052246.txt : 20091022 0000950123-09-052246.hdr.sgml : 20091022 20091022142753 ACCESSION NUMBER: 0000950123-09-052246 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091201 FILED AS OF DATE: 20091022 DATE AS OF CHANGE: 20091022 EFFECTIVENESS DATE: 20091022 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: 0831 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06404 FILM NUMBER: 091132273 BUSINESS ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: BC-MN-H05O CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123033381 MAIL ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: BC-MN-H05O CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SELECT PORTFOLIO INC CENTRAL INDEX KEY: 0000908785 IRS NUMBER: 411755339 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07838 FILM NUMBER: 091132274 BUSINESS ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: BC-MN-H05O CITY: MINNEAPOLIS STATE: MN ZIP: 55402-3804 BUSINESS PHONE: 6123033381 MAIL ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: BC-MN-H05O 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: 0831 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07444 FILM NUMBER: 091132275 BUSINESS ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: BC-MN-H05O CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123033381 MAIL ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: BC-MN-H05O CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN STRATEGIC INCOME INC III DATE OF NAME CHANGE: 19930426 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: 0831 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06640 FILM NUMBER: 091132276 BUSINESS ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: BC-MN-H05O CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123033381 MAIL ADDRESS: STREET 1: 800 NICOLLET AVE STREET 2: BC-MN-H05O CITY: MINNEAPOLIS STATE: MN ZIP: 55402 DEF 14A 1 c54114ddef14a.txt DEF 14A 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 Under Rule 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) ________________________________________________________________________________ (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction : (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 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 DECEMBER 1, 2009 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 2:30 p.m., Central Time, on Tuesday, December 1, 2009, at the offices of FAF Advisors, Inc., 17th Floor - Training Room B, 800 Nicollet Mall, Minneapolis, Minnesota 55402. The purposes of the meeting are as follow: 1. To elect a Board of Directors. 2. To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of each Fund for the current fiscal year. 3. To transact any other business properly brought before the meeting. EACH FUND'S BOARD OF DIRECTORS RECOMMENDS APPROVAL OF EACH ITEM LISTED ON THIS NOTICE OF ANNUAL MEETING OF SHAREHOLDERS. Shareholders of record as of the close of business on October 14, 2009 are entitled to notice of, and to vote at, the meeting or any adjournment(s) thereof. You can vote easily and quickly by toll-free telephone call, by internet or by mail. Just follow the instructions that appear on your enclosed proxy card. Please help the Funds avoid the cost of a follow-up mailing by voting today. October 22, 2009 Kathleen L. Prudhomme Secretary PROXY STATEMENT 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 -- DECEMBER 1, 2009 IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETINGS OF SHAREHOLDERS TO BE HELD ON DECEMBER 1, 2009: THIS PROXY STATEMENT IS AVAILABLE AT www.firstamericanfunds.com. The enclosed proxy is solicited by the Board of Directors of American Strategic Income Portfolio Inc., American Strategic Income Portfolio Inc.--II, American Strategic Income Portfolio Inc.--III and American Select Portfolio Inc. (sometimes referred to individually as a "Fund" and collectively as the "Funds") in connection with each Fund's annual meeting of shareholders to be held Tuesday, December 1, 2009, and any adjournments thereof. Mailing of the Notice of Annual Meeting of Shareholders and this Proxy Statement will take place on approximately October 22, 2009. In order for the shareholder meeting to go forward for a Fund, there must be a quorum. This means that at least a majority of that Fund's shares must be represented at the meeting -- either in person or by proxy. All returned proxies count toward a quorum, regardless of how they are voted. If a broker or nominee holding shares in "street name" indicates on the proxy card that it does not have discretionary authority to vote on a proposal and has not received instructions from the beneficial owner (a "broker non-vote"), those shares will not be considered present and entitled to vote on that proposal. Abstentions, however, will be counted as shares present and entitled to vote with respect to a proposal. Abstentions and broker non-votes will have no effect on the proposal to elect directors. With respect to the proposal to ratify the funds' independent accountants, which requires a majority of votes cast at the meeting, a broker non-vote will have no effect, and an abstention will have the same effect as a vote against the proposal. For any Fund, the persons named as proxies may propose one or more adjournments of the meeting for that Fund to permit further solicitation of proxies, whether or not a quorum is present. In determining whether to adjourn the meeting, the following factors may be considered: the nature of the proposal; the percentage of votes actually cast; the percentage of negative votes actually cast; the nature of any further solicitation; and the information to be provided to shareholders with respect to the reasons for the solicitation. Any adjournment will require a vote in favor of the adjournment by the holders of a majority of the shares present in person or by proxy at the meeting (or any adjourned meeting). 1 Only shareholders of record of each Fund on October 14, 2009 may vote at the meeting or any adjournment thereof. As of that date, the Funds had the following numbers of issued and outstanding shares of common stock:
AMERICAN STRATEGIC AMERICAN STRATEGIC AMERICAN STRATEGIC AMERICAN SELECT INCOME PORTFOLIO INCOME PORTFOLIO II INCOME PORTFOLIO III PORTFOLIO - ------------------ ------------------- -------------------- ------------------ 4,231,331 15,985,741 21,356,023 10,662,195
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. You may revoke your proxy at any time up until voting results are announced at the shareholder meeting. You can do this by writing to the Funds' Secretary, or by voting in person at the meeting and notifying the election judge that you are revoking your proxy. In addition, you can revoke a prior proxy simply by voting again -- using your original proxy card or by internet or toll-free telephone call. If you return an executed proxy card without instructions, your shares will be voted "for" each proposal. The Funds' most recent annual report has been mailed to shareholders, and is also available by request without charge by writing to the Funds at 800 Nicollet Mall, Minneapolis, Minnesota 55402, or by calling the Funds at 800-677-FUND. 2 PROPOSAL ONE ELECTION OF DIRECTORS At the meeting, shareholders of each Fund will be asked to elect the nominees listed below as members of that Fund's Board of Directors. 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. Biographical information regarding each nominee is set forth below. Each nominee also serves as a director of the other closed-end and open-end investment companies managed by the Funds' investment advisor (the "Fund Complex"). The Fund Complex currently consists of eight closed-end funds (each of which is a registered investment company) and 50 open-end funds (which are portfolios of four registered investment companies). The business address of each of the nominees is First American Funds, P.O. Box 1329, Minneapolis, Minnesota 55440-1329. Each nominee has served as a director since the last annual meeting of shareholders. NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS
NUMBER OF PORTFOLIOS IN FUND POSITION COMPLEX OTHER HELD PRINCIPAL OVERSEEN DIRECTORSHIPS NAME AND WITH THE TERM OF OFFICE* AND OCCUPATION(S) DURING BY HELD BY YEAR OF BIRTH FUNDS LENGTH OF TIME SERVED LAST 5 YEARS DIRECTOR DIRECTOR** - --------------- -------- --------------------- --------------------- ---------- ------------- Benjamin R. Director Mr. Field has served Retired. 58 None Field III as a director of each (1938) of the Funds since September 2003. Fund directors serve for a one-year term that expires at the next annual meeting of shareholders. Roger A. Gibson Director Mr.Gibson has served Director, 58 None (1946) as a director of each Charterhouse Group, of the Funds since Inc., a private August 1998. Fund equity firm, since directors serve for a October 2005; one-year term that Advisor/Consultant, expires at the next Future Freight(TM), a annual meeting of logistics/supply shareholders. chain company; Trustee, National Jewish Health; Board member/Co-founder, Shares of Blue, an aviation-related youth development organization; Vice President and Chief Operating Officer, Cargo - United Airlines, from July 2001 until retirement in November 2005.
3
NUMBER OF PORTFOLIOS IN FUND POSITION COMPLEX OTHER HELD PRINCIPAL OVERSEEN DIRECTORSHIPS NAME AND WITH THE TERM OF OFFICE* AND OCCUPATION(S) DURING BY HELD BY YEAR OF BIRTH FUNDS LENGTH OF TIME SERVED LAST 5 YEARS DIRECTOR DIRECTOR** - --------------- -------- --------------------- --------------------- ---------- ------------- Victoria J. Director Ms. Herget has served Investment 58 None Herget as a director of each consultant and (1951) of the Funds since non-profit board September 2003. Fund member since 2001; directors serve for a Board Chair, United one-year term that Educators Insurance expires at the next Company. annual meeting of shareholders. John P. Kayser Director Mr. Kayser has served Retired; Principal 58 None (1949) as a director of each from 1983 to 2004, of the Funds since William Blair & October 2006. Fund Company, LLC, a directors serve for a Chicago-based one-year term that investment firm. expires at the next annual meeting of shareholders. Leonard W. Director Mr. Kedrowski has Owner and President, 58 None Kedrowski served as a director Executive and (1941) of each of the Funds Management since August 1998. Consulting, Inc., a Fund directors serve management for a one-year term consulting firm; that expires at the Board member, GC next annual meeting McGuiggan of shareholders. Corporation (dba Smyth Companies), a label printer; member, investment advisory committee, Sisters of the Good Shepherd. Richard K. Director Mr. Riederer has Owner and Chief 58 Cliffs Riederer served as a director Executive Officer, Natural (1944) of each of the Funds RKR Consultants, Resources, since August 2001. Inc. , a consulting Inc. (a Fund directors serve company providing producer for a one-year term advice on business of iron that expires at the strategy, mergers ore next annual meeting of and acquisitions, pellets shareholders. and non-profit board and coal) member since 2005.
4
NUMBER OF PORTFOLIOS IN FUND POSITION COMPLEX OTHER HELD PRINCIPAL OVERSEEN DIRECTORSHIPS NAME AND WITH THE TERM OF OFFICE* AND OCCUPATION(S) DURING BY HELD BY YEAR OF BIRTH FUNDS LENGTH OF TIME SERVED LAST 5 YEARS DIRECTOR DIRECTOR** - --------------- -------- --------------------- --------------------- ---------- ------------- Joseph D. Director Mr. Strauss has served Attorney At Law, 58 None Strauss as a director of each Owner and President, (1940) of the Funds since Strauss Management August 1998. Fund Company, a Minnesota directors serve for a holding company for one-year term that various expires at the next organizational annual meeting of management business shareholders. ventures; Owner, Chairman and Chief Executive Officer, Community Resource Partnerships, Inc., a corporation engaged in strategic planning, operations management, government relations, transportation planning and public relations; Owner, Chairman and Chief Executive Officer, Excensus(TM), LLC, a strategic demographic planning and application development firm. Virginia L. Chair; Ms. Stringer has Governance 58 None Stringer Director served as a director consultant and (1944) of each of the Funds non-profit board since August 1998. member; former Owner Fund directors serve and President, for a one-year term Strategic Management that expires at the Resources, Inc., a next annual meeting management of shareholders. consulting firm; Chair, Saint Paul Riverfront Corporation, since 2005. James M. Wade Director Mr. Wade has served as Owner and President, 58 None (1943) a director of each of Jim Wade Homes, a the Funds since August homebuilding company. 2001. Fund directors serve for a one-year term that expires at the next annual meeting of shareholders.
- ---------- * Each director serves for the term specified or, if earlier, until his or her death, resignation, removal or disqualification. ** Includes only directorships in a company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act or subject to the requirements of Section 15(d) of the Securities Exchange Act, or any company registered as an investment company under the Investment Company Act. There were five meetings of the Board of Directors during the fiscal year ended August 31, 2009. During the fiscal year, each of the directors standing for re-election attended at least 75% of all meetings of the Board of Directors and of committees of which he or she was a regular 5 member that were held while he or she was serving on the Board of Directors or on such committee. STANDING COMMITTEES The Board of Directors of each Fund currently has three standing committees: an Audit Committee, a Pricing Committee and a Governance Committee. The purposes of the Audit Committee are (1) to oversee the Funds' accounting and financial reporting policies and practices, their internal controls and, as appropriate, the internal controls of certain service providers; (2) to oversee the quality of the Funds' financial statements and the independent audit thereof; (3) to assist Board oversight of the Funds' compliance with legal and regulatory requirements; and (4) to act as a liaison between the Funds' independent auditors and the full Board of Directors. The Audit Committee, together with the Board of Directors, has the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the outside auditor (or to nominate the outside auditor to be proposed for shareholder approval in any proxy statement). The Audit Committee has adopted a written charter setting forth, among other things, requirements with respect to the composition of the Committee, the purposes of the Committee, and the Committee's duties and powers. A copy of this charter was attached as an appendix to the proxy statement for the 2007 annual shareholder meeting. The Audit Committee currently consists of Mr. Kedrowski (chair), Mr. Field, Mr. Kayser, Mr. Riederer and Ms. Stringer (ex officio). The Board has determined that each member of the Audit Committee is "independent" within the meaning of New York Stock Exchange and American Stock Exchange listing standards and is not an "interested person" as defined in the Investment Company Act of 1940. The Board of Directors of each Fund has designated Mr. Kedrowski, Mr. Field, Mr. Kayser and Mr. Riederer as Audit Committee financial experts. The Audit Committee met six times during the fiscal year ended August 31, 2009. The Pricing Committee of each Fund's Board of Directors is responsible for overseeing the valuation of portfolio securities for which market quotations are not readily available, pursuant to procedures established by the Board of Directors. Current members of the Pricing Committee are Mr. Gibson (Chair), Mr. Wade, Mr. Field and Ms. Stringer (ex officio). The Pricing Committee met five times during the fiscal year ended August 31, 2009. The Governance Committee of the Board of Directors is responsible for nominating directors and making recommendations to the Board concerning Board composition, committee structure and governance, director education, and governance practices. The members of the Governance Committee are Mr. Strauss (Chair), Mr. Wade, Ms. Herget, and Ms. Stringer (ex officio). The Board has determined that each member of the Governance Committee is "independent" within the meaning of New York Stock Exchange and American Stock Exchange listing standards and is not an "interested person" as defined in the Investment Company Act of 1940. The Governance Committee met two times during the fiscal year ended August 31, 2009. The Governance Committee Charter was attached as an appendix to the proxy statement for the 2007 annual shareholder meeting. In addition to the above committees, the Board of Directors also appoints a Fund Review Liaison. The responsibility of the Fund Review Liaison is to lead the Board of Directors, together 6 with the Board Chair, in evaluating Fund performance, Fund service provider contracts and arrangements for execution of Fund trades. Ms. Herget is the current Fund Review Liaison. SELECTION OF DIRECTOR NOMINEES The Governance Committee will consider shareholder recommendations for director nominees in connection with each annual shareholders meeting of the Funds and any special shareholders meeting which is called for the purpose of electing directors. There are no differences in the manner in which the Governance Committee evaluates nominees for director based on whether the nominee is recommended by a shareholder. A shareholder who wishes to recommend a director nominee should submit his or her recommendation in writing to the Chair of the Board (Ms. Stringer) or the Chair of the Governance Committee (Mr. Strauss), in either case at First American Funds, P.O. Box 1329, Minneapolis, Minnesota 55440-1329. At a minimum, the recommendation should include: - the name, address, and business, educational, and/or other pertinent background of the person being recommended; - a statement concerning whether the person is "independent" within the meaning of New York Stock Exchange and American Stock Exchange listing standards and is not an "interested person" as defined in the Investment Company Act of 1940; - any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and - the name and address of the person submitting the recommendation, together with the number of Fund shares held by such person and the period for which the shares have been held. The recommendation also can include any additional information which the person submitting it believes would assist the Governance Committee in evaluating the recommendation. In order for the Governance Committee to consider a shareholder's recommended nominee for election at the annual shareholders meeting in a given year, the recommendation should be submitted to the Governance Committee no later than August 31 in that year. The Board of Directors currently is composed entirely of persons who are not "interested persons" as defined in the Investment Company Act of 1940. The Board currently intends to remain composed only of such persons. Shareholders should note that a person who owns securities issued by U.S. Bancorp (the parent company of the Funds' investment advisor) would be deemed an "interested person" under the Investment Company Act of 1940. In addition, certain other relationships with U.S. Bancorp or its subsidiaries, with registered broker-dealers, or with the Funds' outside legal counsel may cause a person to be deemed an "interested person." The Governance Committee has not established specific, minimum qualifications that it believes must be met by a director nominee. In evaluating director nominees, the Governance Committee considers, among other things, an individual's background, skills, and experience; 7 whether the individual is "independent" within the meaning of applicable stock exchange listing standards and is not an "interested person" as defined in the Investment Company Act of 1940; and whether the individual is "financially literate" or would be deemed an "audit committee financial expert" within the meaning of such listing standards and applicable Securities and Exchange Commission ("SEC") rules. The Governance Committee also considers whether the individual's background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the diversity of the Board. In addition to considering shareholder recommendations, the Governance Committee may consider recommendations by business and personal contacts of current Board members, by Fund management, and by executive search firms which the committee may engage from time to time. Before the Governance Committee decides to nominate an individual as a director, committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a director of a registered investment company. SHAREHOLDER COMMUNICATIONS WITH DIRECTORS Shareholders of the Funds can communicate directly with the Board of Directors by writing to the Chair of the Board, First American Funds, P.O. Box 1329, Minneapolis, Minnesota 55440-1329. Shareholders can communicate directly with an individual director by writing to that director at P.O. Box 1329, Minneapolis, Minnesota 55440-1329. Such communications to the Board or individual directors are not screened before being delivered to the addressee. DIRECTOR ATTENDANCE AT SHAREHOLDERS MEETINGS The Board of Directors encourages directors to attend annual shareholders meetings of the Funds in person or by telephone. Eight of the directors standing for re-election attended the Funds' 2008 annual shareholder meeting either in person or telephonically. DIRECTOR COMPENSATION The Fund Complex currently pays directors who are not paid employees or affiliates of any fund in the Fund Complex an annual retainer of $135,000 ($245,000 in the case of the Chair). The Fund Review Liaison and the Audit Committee Chair each receive an additional annual retainer of $20,000. The other standing Committee Chairs receive an additional annual retainer of $15,000. In addition, directors are paid the following fees for attending Board and committee meetings: - $1,000 for attending the first day of an in-person Board of Directors meeting ($1,500 in the case of the Chair); - $2,000 for attending the second day of an in-person Board of Directors meeting ($3,000 in the case of the Chair); 8 - $1,000 for attending the third day of an in-person Board of Directors meeting ($1,500 in the case of the Chair), assuming the third day ends no later than early afternoon; - $500 for in-person attendance at any committee meeting ($750 in the case of the Chair of each committee); A director who participates telephonically in any in-person Board or committee meeting receives half of the fee that director would have received for attending, in-person, the Board or committee meeting. For telephonic Board and committee meetings, the Chair and each director and committee Chair, as applicable, receive a fee equal to half the fee he or she would have received for attending an in-person meeting. Directors also receive $3,500 per day when traveling out of town on Fund Complex business which does not involve a Board or committee meeting. In addition, directors are reimbursed for their out-of-pocket expenses in traveling from their primary or secondary residence to Board and committee meetings, on Fund Complex business and to attend mutual fund industry conferences or seminars. The amounts specified above are allocated evenly among the funds in the Fund Complex. The directors may elect to defer payment of up to 100% of the fees they receive in accordance with a Deferred Compensation Plan (the "Plan"). Under the Plan, a director may elect to have his or her deferred fees treated as if they had been invested in shares of one or more funds and the amount paid to the director under the Plan will be determined based on the performance of such investments. Distributions may be taken in a lump sum or over a period of years. The Plan will remain unfunded for federal income tax purposes under the Internal Revenue Code of 1986, as amended. Deferral of director fees in accordance with the Plan will have a negligible impact on Fund assets and liabilities and will not obligate the Funds to retain any director or pay any particular level of compensation. The Funds do not provide any other pension or retirement benefits to directors. 9 The following table sets forth the compensation received by each director standing for re-election from each Fund for its most recent fiscal year, as well as the total compensation received by each such director from the Fund Complex for the fiscal year ended August 31, 2009.
AGGREGATE AGGREGATE AGGREGATE TOTAL COMPENSATION COMPENSATION COMPENSATION AGGREGATE COMPENSATION FROM AMERICAN FROM AMERICAN FROM AMERICAN COMPENSATION FROM FUND STRATEGIC STRATEGIC STRATEGIC FROM AMERICAN COMPLEX PAID INCOME INCOME INCOME SELECT TO DIRECTORS NAME OF DIRECTOR PORTFOLIO (1) PORTFOLIO II(2) PORTFOLIO III(3) PORTFOLIO (4) (5)(6) - ---------------- ------------- --------------- ---------------- ------------- ------------ Benjamin R. Field III $3,391 $3,391 $3,391 $3,391 $200,250 Roger A. Gibson 3,665 3,665 3,665 3,665 224,250 Victoria J. Herget 3,702 3,702 3,702 3,702 218,500 John P. Kayser 3,298 3,298 3,298 3,298 194,750 Leonard W. Kedrowski 3,797 3,797 3,797 3,797 216,375 Richard K. Riederer 3,315 3,315 3,315 3,315 195,750 Joseph D. Strauss 3,600 3,600 3,600 3,600 212,625 Virginia L. Stringer 5,922 5,922 5,922 5,922 349,750 James M. Wade 3,344 3,344 3,344 3,344 197,500
(1) Includes amounts deferred pursuant to the Deferred Compensation Plan as follows: Roger A. Gibson, $734; and Victoria J. Herget, $1,112. (2) Includes amounts deferred pursuant to the Deferred Compensation Plan as follows: Roger A. Gibson, $734; and Victoria J. Herget, $1,112. (3) Includes amounts deferred pursuant to the Deferred Compensation Plan as follows: Roger A. Gibson, $734; and Victoria J. Herget, $1,112. (4) Includes amounts deferred pursuant to the Deferred Compensation Plan as follows: Roger A. Gibson, $734; and Victoria J. Herget, $1,112. (5) Includes amounts deferred pursuant to the Deferred Compensation Plan as follows: Roger A. Gibson, $43,275; and Victoria J. Herget, $65,550. (6) As of August 31, 2009, the Fund Complex consisted of 50 open-end funds (which are portfolios of four investment companies) and eight closed-end investment companies, totaling 58 funds, managed by the Advisor, including the Funds. 10 DIRECTOR SHAREHOLDINGS The following table discloses the dollar range of equity securities beneficially owned by each director standing for re-election (i) in each Fund and (ii) on an aggregate basis in any of the funds in the Fund Complex.
Dollar Range of Equity Aggregate Dollar Range of Equity Name of Director Securities in the Funds Securities in the Fund Complex* - --------------------- ---------------------------- -------------------------------- Benjamin R. Field III None Over $100,000 Roger A. Gibson None Over $100,000 Victoria J. Herget None Over $100,000 John P. Kayser None Over $100,000 Leonard W. Kedrowski American Strategic Income Over $100,000 Portfolio: $10,001-$50,000; American Strategic Income Portfolio II: $50,001-$100,000; American Strategic Income Portfolio III: $50,001-$100,000 Richard K. Riederer None Over $100,000 Joseph D. Strauss None Over $100,000 Virginia L. Stringer None Over $100,000 James M. Wade None Over $100,000
- ---------- * The dollar range disclosed is based on the value of the securities as of June 30, 2009. To the knowledge of the Funds, as of October 14, 2009, the officers and directors of each Fund as a group beneficially owned less than 1% of the outstanding shares of each Fund. BOARD RECOMMENDATION; REQUIRED VOTE THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR OF ALL NOMINEES TO SERVE AS DIRECTORS. For each Fund, if at least a quorum is represented in person or by proxy, the vote of a plurality of the shares represented at the meeting is sufficient for the election of each nominee, which means that the candidates receiving the highest number of votes will be elected. Unless otherwise instructed, the proxies named in the proxy card enclosed herewith will vote for all nominees. In the event any of the above nominees are not candidates for election at the meeting due to events not now known or anticipated, the proxies will vote for such other persons as the Board of Directors may designate. 11 PROPOSAL TWO RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Investment Company Act of 1940 provides that every registered investment company shall be audited at least once each year by independent public accountants selected by a majority of the directors of the investment company who are not interested persons of the investment company or its investment adviser. This selection is being submitted for ratification or rejection by the shareholders of each Fund. Based on the Audit Committee's recommendation, as discussed below under "Audit Committee Report," the directors, including a majority who are not interested persons of the Advisor or the Funds, have selected Ernst & Young LLP ("Ernst & Young") to be the Funds' independent public accountants for each Fund's current fiscal year. Ernst & Young examines the annual financial statements of the Funds and provides certain other audit-related and tax-related services to the Funds. Representatives of Ernst & Young are expected to be present at the meeting. These representatives will have the opportunity to make a statement to shareholders if they choose to do so and are expected to be available to respond to appropriate questions. While the bylaws of American Strategic Income Portfolio Inc. require that the selection of the Fund's independent public accountants be submitted to shareholders for their ratification, none of the other Funds is required by law or its governing documents to do so. Nevertheless, the Funds' Board of Directors has elected to submit the selection of Ernst & Young to each Fund's shareholders for ratification. If this selection is not ratified, the Board of Directors will consider what action to take, including possibly resubmitting the selection to shareholders, continuing the engagement of Ernst & Young, or retaining a different independent public accountant. AUDIT COMMITTEE REPORT The Audit Committee and the Board of Directors have the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the Funds' independent public accountants (or to nominate the independent public accountants to be proposed for shareholder approval in any proxy statement). The function of the Audit Committee is oversight. It is management's responsibility to maintain appropriate systems for accounting and internal control and for preparing the Funds' financial statements, and the independent public accountants' responsibility is to plan and carry out a proper audit of the financial statements. In this context, the Audit Committee has met and held discussions with management and the independent accountants. Management represented to the Audit Committee that the Funds' financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the financial statements with management and the independent accountants. The Audit Committee discussed with the independent accountants matters required to be discussed by Statement on Auditing Standards No. 61, as amended. The Funds' independent accountants also provided to the Audit Committee the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountants' communications with the audit 12 committee concerning independence, and the Audit Committee discussed with the independent accountants the accounting firm's independence. The Committee also considered whether non-audit services provided by the independent accountants during the last fiscal year were compatible with maintaining the accountants' independence. Based upon the Audit Committee's discussion with management and the independent accountants and the Audit Committee's review of the representation of management and the report of the independent accountants to the Audit Committee, the Audit Committee recommended to the Board of Directors that, with respect to each Fund, the audited financial statements for the Fund's most recent fiscal year be included in the Fund's Annual Report for that fiscal year filed with the SEC. Members of the Audit Committee Leonard W. Kedrowski, Chair Benjamin R. Field III John P. Kayser Richard K. Riederer Virginia L. Stringer (ex officio) FEES PAID TO ERNST & YOUNG Audit Fees. Ernst & Young's fees for professional services rendered for the audit of each Fund's annual financial statements for its two most recently completed fiscal years were as set forth in the following table. These amounts included fees associated with the annual audit, SEC Rule 17f-2 security count filings and filings of the Funds' Annual Reports on Form N-CSR.
Fiscal year Fiscal year ended 8/31/09 ended 8/31/08 ------------- ------------- American Strategic Income Portfolio $31,116 $24,816 American Strategic Income Portfolio II $31,116 $24,816 American Strategic Income Portfolio III $31,116 $24,816 American Select Portfolio $31,116 $24,816
13 Audit-Related Fees. Ernst & Young's fees for audit-related services for its two most recently completed fiscal years were as set forth in the following table. These audit-related services primarily related to the review of the semi-annual financial statements.
Fiscal year Fiscal year ended 8/31/09 ended 8/31/08 ------------- ------------- American Strategic Income Portfolio $ 4,518 $2,339 American Strategic Income Portfolio II $11,218 $2,339 American Strategic Income Portfolio III $ 4,518 $2,339 American Select Portfolio $ 4,518 $2,339
Tax Fees. Ernst & Young's fees for tax services for its two most recently completed fiscal years were as set forth in the following table. These tax services included tax compliance, tax advice and tax planning services. Tax compliance, tax advice and tax planning services primarily relate to the preparation of original and amended tax returns, timely RIC qualification reviews, and tax distribution analysis and planning.
Fiscal year Fiscal year ended 8/31/09 ended 8/31/08 ------------- ------------- American Strategic Income Portfolio $5,498 $11,440 American Strategic Income Portfolio II $5,498 $20,680 American Strategic Income Portfolio III $5,498 $16,060 American Select Portfolio $5,498 $11,440
All Other Fees. There were no fees billed by Ernst & Young for other services during each Fund's two most recently completed fiscal years. 14 Aggregate Non-Audit Fees. The aggregate non-audit fees billed by Ernst & Young to each of the Funds and the Advisor and entities controlling, controlled by or under common control with the Advisor that provide ongoing services to the Funds for the two most recently completed fiscal years are set forth in the following table.
Fiscal year Fiscal year ended 8/31/09 ended 8/31/08 ------------- ------------- American Strategic Income Portfolio $169,129 $163,942 American Strategic Income Portfolio II $175,829 $173,182 American Strategic Income Portfolio III $169,129 $168,562 American Select Portfolio $169,129 $163,942
AUDIT COMMITTEE PRE-APPROVAL POLICIES The Audit Committee has established procedures requiring the pre-approval of all audit and non-audit services performed for the Funds by Ernst & Young. Such procedures also require the pre-approval of non-audit services provided to FAF Advisors, U.S. Bank National Association, Quasar Distributors, U.S. Bancorp Fund Services, LLC and any other entity under common control with FAF Advisors that provides ongoing services to the Funds, but only if those services relate directly to the operations and financial reporting of the Funds. All of the services described above were pre-approved in accordance with the Audit Committee's pre-approval procedures. BOARD RECOMMENDATION; REQUIRED VOTE 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 registered public accounting firm. 15 ADDITIONAL INFORMATION INVESTMENT ADVISOR AND ADMINISTRATOR The investment adviser for the Funds is FAF Advisors, Inc. (the "Advisor"). FAF Advisors also acts as the administrator for the Funds. The address of the Funds and the Advisor is 800 Nicollet Mall, Minneapolis, Minnesota 55402. SOLICITATION OF PROXIES The costs of this proxy solicitation, including the cost of preparing and mailing the Notice of Annual Meeting of Shareholders and this Proxy Statement, will be allocated among and borne by the Funds. In addition to the solicitation of proxies by mail, representatives of the Advisor may, without cost to the Funds, solicit proxies on behalf of management of the Funds by means of mail, telephone or personal calls. Persons holding shares as nominees will be reimbursed by the Funds, upon request, for the reasonable expenses of mailing soliciting materials to the principals of the accounts. OFFICERS OF THE FUNDS Information about each officer's position and term of office with the Funds and business experience during the past five years is set forth below. Unless otherwise indicated, all positions have been held more than five years. No officer receives any compensation from the Funds.* Unless otherwise indicated, the address of each of the officers is FAF Advisors, Inc., 800 Nicollet Mall, Minneapolis, Minnesota 55402.
POSITION TERM OF OFFICE** NAME AND YEAR OF HELD WITH AND LENGTH OF TIME PRINCIPAL OCCUPATION(S) DURING PAST BIRTH THE FUNDS SERVED FIVE YEARS - ----------------- -------------- ------------------- ------------------------------------- Thomas S. President Since February 2001 Chief Executive Officer of the Schreier, Jr. Advisor; Chief Investment Officer of (1962) the Advisor since September 2007. John G. Wenker Senior Vice Since November 1996 Managing Director of the Advisor. (1951) President Chris J. Neuharth Vice Since June 2007 Senior Fixed-Income Portfolio Manager (1959) President of the Advisor. David A. Yale Vice Since June 2007 Senior Real Estate Portfolio Manager (1956) President of the Advisor since August 2006; prior thereto, Senior Vice President, Twin Cities Market Manager, U.S. Bank from July 2005 to August 2006; prior to July 2005, Vice President, ING Investment Management/ReliaStar Investment Research. Jeffery M. Wilson Vice Since March 2000 Senior Vice President of the Advisor. (1956) President -- Administration
16
POSITION TERM OF OFFICE** NAME AND YEAR OF HELD WITH AND LENGTH OF TIME PRINCIPAL OCCUPATION(S) DURING PAST BIRTH THE FUNDS SERVED FIVE YEARS - ----------------- -------------- ------------------- ------------------------------------- David H. Lui Chief Since March 2005 Chief Compliance Officer for First (1960) Compliance American Funds and the Advisor since Officer March 2005. Prior thereto, Chief Compliance Officer, Franklin Advisors, Inc. and Chief Compliance Counsel, Franklin Templeton Investments from March 2004 to March 2005. Jason K. Mitchell Anti-Money Since December Compliance Manager, FAF Advisors, (1976) Laundering 2008 and from Inc. since June 2006; prior thereto, Officer September 2006 Compliance Analyst, FAF Advisors, through August 2008 Inc. from October 2004 through June 2006; prior thereto, Senior Systems Helpdesk Analyst, Wachovia Retirement Services. Charles D. Treasurer Since December 2004 Mutual Funds Treasurer for the Gariboldi, Jr. Advisor since October 2004; prior (1959) thereto, Vice President for Investment Accounting and Fund Treasurer for Thrivent Financial for Lutherans. Jill M. Stevenson Assistant Since September Mutual Funds Assistant Treasurer for (1965) Treasurer 2005 the Advisor since September 2005; prior thereto, Director and Senior Project Manager for the Advisor. Kathleen L. Secretary Since December Deputy General Counsel of the Advisor Prudhomme 2004; Assistant since November 2004; prior thereto, (1953) Secretary of the Partner, Dorsey & Whitney LLP, a Funds from Minneapolis based law firm. September 1999 to December 2004 Richard J. Ertel Assistant Since June 2006 Counsel for the Advisor since May (1967) Secretary and from June 2003 2006; prior thereto, Counsel, to August 2004 Ameriprise Financial Services, Inc. Michael W. Assistant Since February 2009 Counsel, FAF Advisors, Inc., since Kremenak, Secretary January 2009; prior thereto, (1978) Associate, Skadden, Arps, Slate, Meagher & Flom LLP, a New York City based law firm, from September 2005 to January 2009. James D. Alt* Assistant Since December Partner, Dorsey & Whitney LLP, a (1951) Secretary 2004; Secretary of Minneapolis based law firm. Dorsey & Whitney the Funds from LLP June 2002 to 50 South Sixth December 2004 and Street, Suite Assistant 1500 Minneapolis, Secretary of the MN 55402 Funds from September 1998 to June 2002
- ---------- * Legal fees and expenses are paid to Dorsey & Whitney LLP, the law firm of which Mr. Alt is a partner. ** Officers serve at the pleasure of the Board of Directors and are re-elected by the Board annually. 17 SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS 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 October 14, 2009, except as follows:
NAME AND ADDRESS OF NUMBER OF SHARES OF PERCENTAGE OWNERSHIP FUND BENEFICIAL OWNER COMMON STOCK OF COMMON STOCK - ---- ----------------------------- ------------------- -------------------- American Strategic Sit Investment Associates, 2,085,697* 49.30% Income Portfolio Inc. and affiliated entities ("Sit Investment Associates") 4600 Wells Fargo Center Minneapolis, MN American Strategic Sit Investment Associates 7,123,575* 44.56% Income Portfolio II American Strategic Sit Investment Associates 6,758,955* 31.65% Income Portfolio III American Select Sit Investment Associates 3,786,490* 35.51% Portfolio
* Based on amended Schedule 13D filings of Sit Investment Associates made on September 11, 2009 with respect to American Strategic Income Portfolio, and July 9, 2009 with respect to American Strategic Income Portfolio II, American Strategic Income Portfolio III, and American Select Portfolio, which indicate that Sit Investment Associates has sole voting power and sole dispositive power with respect to such shares. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Based on Fund records and other information, the Funds believe that all SEC filing requirements with respect to the Funds applicable to their directors and officers, the Advisor and companies affiliated with the Advisor, 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 Kathleen L. Prudhomme, an officer of the Funds and the Advisor, did not file a Form 4 ("Statement of Changes of Beneficial Ownership of Securities") for a transaction in American Strategic Income Portfolio II on a timely basis. 18 SHAREHOLDER PROPOSALS Under the Securities Exchange Act of 1934, Fund shareholders may submit proposals to be considered at the next Annual Meeting. Rule 14a-8 under the Exchange Act sets forth the procedures and requirements for requesting that a Fund include these proposals in its proxy statement. Any proposal submitted under Rule 14a-8 must be received at the Funds' offices, 800 Nicollet Mall, Minneapolis, Minnesota 55402, not later than June 24, 2010. Shareholders also may submit proposals to be voted on at the next Annual Meeting without having the proposals included in the Funds' proxy statement. These proposals are known as "non-Rule 14a-8 proposals." The Funds' proxies will be able to exercise their discretionary authority to vote all proxies with respect to any non-Rule 14a-8 proposal, unless written notice of the proposal is presented to the Fund not later than September 6, 2010. If a shareholder makes a timely notification on a non-Rule 14a-8 proposal, the proxies may still exercise discretionary voting authority under circumstances consistent with applicable proxy rules. OTHER BUSINESS 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, including any question as to the adjournment of the meeting, it is the intention of the persons named as proxies to vote upon such matters according to their best judgment. Dated: October 22, 2009 Kathleen L. Prudhomme Secretary 19 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TIME: Thursday, December 1, 2009 at 2:30 p.m. PLACE: 800 Nicollet Mall Minneapolis, Minnesota 55402 IMPORTANT: Please date and sign your proxy card and return it promptly using the enclosed reply envelope. Cusip Numbers: 030098-10-7 030099-10-5 03009T-10-1 029570-10-8 002CS19744 (BARCODE) AMERICAN STRATEGIC INCOME PORTFOLIO INC. (BARCODE) C123456789 000004 000000000.000000 ext 000000000.000000 ext (BARCODE) MR A SAMPLE 000000000.000000 ext 000000000.000000 ext DESIGNATION (IF ANY) 000000000.000000 ext 000000000.000000 ext ADD 1 ADD 2 ELECTRONIC VOTING INSTRUCTIONS ADD 3 ADD 4 YOU CAN VOTE BY INTERNET OR TELEPHONE! ADD 5 AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK! ADD 6 Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. (BARCODE) VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. PROXIES SUBMITTED BY THE INTERNET OR TELEPHONE MUST BE RECEIVED BY 1:00 A.M., CENTRAL TIME, ON DECEMBER 1, 2009. (GRAPHIC) VOTE BY INTERNET o Log on to the Internet and go to www.investorvote.com o Follow the steps outlined on the secured website. (GRAPHIC) VOTE BY TELEPHONE o Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. Using a BLACK INK pen, mark your votes with an X o Follow the instructions provided by the recorded as shown in this example. Please do not write [X] message. outside the designated areas. -------------------------------------------------------------------------------------------------------------------------------- ANNUAL MEETING PROXY CARD 123456 C0123456789 12345 -------------------------------------------------------------------------------------------------------------------------------- (Triangle) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (Triangle) - ------------------------------------------------------------------------------------------------------------------------------------ A PROPOSALS -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND FOR PROPOSAL 2. 1. Election of Directors: 01 - Benjamin R. Field III 02 - Roger A. Gibson 03 - Victoria J. Herget 04 - John P. Kayser 05 - Leonard W. Kedrowski 06 - Richard K. Riederer + 07 - Joseph D. Strauss 08 - Virginia L. Stringer 09 - James M. Wade [ ] MARK HERE TO VOTE FOR ALL NOMINEES [ ] MARK HERE TO WITHHOLD VOTE FROM ALL NOMINEES 01 02 03 04 05 06 07 08 09 [ ] FOR ALL EXCEPT - To withhold a vote for one or [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] more nominees, mark the box to the left and the corresponding numbered box(es) to the right. FOR AGAINST ABSTAIN 2. To ratify the selection of Ernst & [ ] [ ] [ ] Young LLP as independent registered 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. B NON-VOTING ITEMS CHANGE OF ADDRESS -- Please print new address below. COMMENTS -- Please print your comments below. _____________________________________________________________ ________________________________________________________________ | | | | | | | | |_____________________________________________________________| |________________________________________________________________| C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) -- Please print Signature 1 -- Please keep signature Signature 2 -- Please keep signature date below. within the box. within the box. ________________________________________ ________________________________________ _________________________________________ | / / | | | | | | / / | | | | | |______/______________/__________________| |________________________________________| |_________________________________________| (GRAPHIC) (BARCODE) C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1 U P X 0 2 3 5 4 0 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 013ZCA
(Triangle) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (Triangle) - ------------------------------------------------------------------------------------------------------------------------------------ -------------------------------------------------------------------------------------------------------------------------------- PROXY - AMERICAN STRATEGIC INCOME PORTFOLIO INC. -------------------------------------------------------------------------------------------------------------------------------- COMMON STOCK THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme, Jeffery M. Wilson, and Richard J. Ertel and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all common shares of American Strategic Income Portfolio Inc. (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on December 1, 2009, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE SIDE OF THIS CARD. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE - NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such.
(BARCODE) AMERICAN STRATEGIC INCOME PORTFOLIO INC. -- II (BARCODE) C123456789 000004 000000000.000000 ext 000000000.000000 ext (BARCODE) MR A SAMPLE 000000000.000000 ext 000000000.000000 ext DESIGNATION (IF ANY) 000000000.000000 ext 000000000.000000 ext ADD 1 ADD 2 ELECTRONIC VOTING INSTRUCTIONS ADD 3 ADD 4 YOU CAN VOTE BY INTERNET OR TELEPHONE! ADD 5 AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK! ADD 6 Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. (BARCODE) VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. PROXIES SUBMITTED BY THE INTERNET OR TELEPHONE MUST BE RECEIVED BY 1:00 A.M., CENTRAL TIME, ON DECEMBER 1, 2009. (GRAPHIC) VOTE BY INTERNET o Log on to the Internet and go to www.investorvote.com o Follow the steps outlined on the secured website. (GRAPHIC) VOTE BY TELEPHONE o Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. Using a BLACK INK pen, mark your votes with an X o Follow the instructions provided by the recorded as shown in this example. Please do not write [X] message. outside the designated areas. -------------------------------------------------------------------------------------------------------------------------------- ANNUAL MEETING PROXY CARD 123456 C0123456789 12345 -------------------------------------------------------------------------------------------------------------------------------- (Triangle) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (Triangle) - ------------------------------------------------------------------------------------------------------------------------------------ A PROPOSALS -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND FOR PROPOSAL 2. 1. Election of Directors: 01 - Benjamin R. Field III 02 - Roger A. Gibson 03 - Victoria J. Herget 04 - John P. Kayser 05 - Leonard W. Kedrowski 06 - Richard K. Riederer + 07 - Joseph D. Strauss 08 - Virginia L. Stringer 09 - James M. Wade [ ] MARK HERE TO VOTE FOR ALL NOMINEES [ ] MARK HERE TO WITHHOLD VOTE FROM ALL NOMINEES 01 02 03 04 05 06 07 08 09 [ ] FOR ALL EXCEPT - To withhold a vote for one or [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] more nominees, mark the box to the left and the corresponding numbered box(es) to the right. FOR AGAINST ABSTAIN 2. To ratify the selection of Ernst & [ ] [ ] [ ] Young LLP as independent registered 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. B NON-VOTING ITEMS CHANGE OF ADDRESS -- Please print new address below. COMMENTS -- Please print your comments below. _____________________________________________________________ ________________________________________________________________ | | | | | | | | |_____________________________________________________________| |________________________________________________________________| C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) -- Please print Signature 1 -- Please keep signature Signature 2 -- Please keep signature date below. within the box. within the box. ________________________________________ ________________________________________ _________________________________________ | / / | | | | | | / / | | | | | |______/______________/__________________| |________________________________________| |_________________________________________| (GRAPHIC) (BARCODE) C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1 U P X 0 2 3 5 4 9 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 013ZEA
(Triangle) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (Triangle) - ------------------------------------------------------------------------------------------------------------------------------------ -------------------------------------------------------------------------------------------------------------------------------- PROXY - AMERICAN STRATEGIC INCOME PORTFOLIO INC. -- II -------------------------------------------------------------------------------------------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme, Jeffery M. Wilson, and Richard J. Ertel and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all common shares of American Strategic Income Portfolio Inc. -- II (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on December 1, 2009, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE SIDE OF THIS CARD. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE - NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such.
(BARCODE) AMERICAN STRATEGIC INCOME PORTFOLIO INC. -- III (BARCODE) C123456789 000004 000000000.000000 ext 000000000.000000 ext (BARCODE) MR A SAMPLE 000000000.000000 ext 000000000.000000 ext DESIGNATION (IF ANY) 000000000.000000 ext 000000000.000000 ext ADD 1 ADD 2 ELECTRONIC VOTING INSTRUCTIONS ADD 3 ADD 4 YOU CAN VOTE BY INTERNET OR TELEPHONE! ADD 5 AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK! ADD 6 Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. (BARCODE) VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. PROXIES SUBMITTED BY THE INTERNET OR TELEPHONE MUST BE RECEIVED BY 1:00 A.M., CENTRAL TIME, ON DECEMBER 1, 2009. (GRAPHIC) VOTE BY INTERNET o Log on to the Internet and go to www.investorvote.com o Follow the steps outlined on the secured website. (GRAPHIC) VOTE BY TELEPHONE o Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. Using a BLACK INK pen, mark your votes with an X o Follow the instructions provided by the recorded as shown in this example. Please do not write [X] message. outside the designated areas. -------------------------------------------------------------------------------------------------------------------------------- ANNUAL MEETING PROXY CARD 123456 C0123456789 12345 -------------------------------------------------------------------------------------------------------------------------------- (Triangle) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (Triangle) - ------------------------------------------------------------------------------------------------------------------------------------ A PROPOSALS -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND FOR PROPOSAL 2. 1. Election of Directors: 01 - Benjamin R. Field III 02 - Roger A. Gibson 03 - Victoria J. Herget 04 - John P. Kayser 05 - Leonard W. Kedrowski 06 - Richard K. Riederer + 07 - Joseph D. Strauss 08 - Virginia L. Stringer 09 - James M. Wade [ ] MARK HERE TO VOTE FOR ALL NOMINEES [ ] MARK HERE TO WITHHOLD VOTE FROM ALL NOMINEES 01 02 03 04 05 06 07 08 09 [ ] FOR ALL EXCEPT - To withhold a vote for one or [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] more nominees, mark the box to the left and the corresponding numbered box(es) to the right. FOR AGAINST ABSTAIN 2. To ratify the selection of Ernst & [ ] [ ] [ ] Young LLP as independent registered 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. B NON-VOTING ITEMS CHANGE OF ADDRESS -- Please print new address below. COMMENTS -- Please print your comments below. _____________________________________________________________ ________________________________________________________________ | | | | | | | | |_____________________________________________________________| |________________________________________________________________| C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) -- Please print Signature 1 -- Please keep signature Signature 2 -- Please keep signature date below. within the box. within the box. ________________________________________ ________________________________________ _________________________________________ | / / | | | | | | / / | | | | | |______/______________/__________________| |________________________________________| |_________________________________________| (GRAPHIC) (BARCODE) C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1 U P X 0 2 3 5 3 3 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 013ZAA
(Triangle) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (Triangle) - ------------------------------------------------------------------------------------------------------------------------------------ -------------------------------------------------------------------------------------------------------------------------------- PROXY - AMERICAN STRATEGIC INCOME PORTFOLIO INC. -- III -------------------------------------------------------------------------------------------------------------------------------- COMMON STOCK THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme, Jeffery M. Wilson, and Richard J. Ertel and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all common shares of American Strategic Income Portfolio Inc. -- III (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on December 1, 2009, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE SIDE OF THIS CARD. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE - NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such.
(BARCODE) AMERICAN SELECT PORTFOLIO INC. (BARCODE) C123456789 000004 000000000.000000 ext 000000000.000000 ext (BARCODE) MR A SAMPLE 000000000.000000 ext 000000000.000000 ext DESIGNATION (IF ANY) 000000000.000000 ext 000000000.000000 ext ADD 1 ADD 2 ELECTRONIC VOTING INSTRUCTIONS ADD 3 ADD 4 YOU CAN VOTE BY INTERNET OR TELEPHONE! ADD 5 AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK! ADD 6 Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. (BARCODE) VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. PROXIES SUBMITTED BY THE INTERNET OR TELEPHONE MUST BE RECEIVED BY 1:00 A.M., CENTRAL TIME, ON DECEMBER 1, 2009. (GRAPHIC) VOTE BY INTERNET o Log on to the Internet and go to www.investorvote.com o Follow the steps outlined on the secured website. (GRAPHIC) VOTE BY TELEPHONE o Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. Using a BLACK INK pen, mark your votes with an X o Follow the instructions provided by the recorded as shown in this example. Please do not write [X] message. outside the designated areas. -------------------------------------------------------------------------------------------------------------------------------- ANNUAL MEETING PROXY CARD 123456 C0123456789 12345 -------------------------------------------------------------------------------------------------------------------------------- (Triangle) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (Triangle) - ------------------------------------------------------------------------------------------------------------------------------------ A PROPOSALS -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND FOR PROPOSAL 2. 1. Election of Directors: 01 - Benjamin R. Field III 02 - Roger A. Gibson 03 - Victoria J. Herget 04 - John P. Kayser 05 - Leonard W. Kedrowski 06 - Richard K. Riederer + 07 - Joseph D. Strauss 08 - Virginia L. Stringer 09 - James M. Wade [ ] MARK HERE TO VOTE FOR ALL NOMINEES [ ] MARK HERE TO WITHHOLD VOTE FROM ALL NOMINEES 01 02 03 04 05 06 07 08 09 [ ] FOR ALL EXCEPT - To withhold a vote for one or [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] more nominees, mark the box to the left and the corresponding numbered box(es) to the right. FOR AGAINST ABSTAIN 2. To ratify the selection of Ernst & [ ] [ ] [ ] Young LLP as independent registered 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. B NON-VOTING ITEMS CHANGE OF ADDRESS -- Please print new address below. COMMENTS -- Please print your comments below. _____________________________________________________________ ________________________________________________________________ | | | | | | | | |_____________________________________________________________| |________________________________________________________________| C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) -- Please print Signature 1 -- Please keep signature Signature 2 -- Please keep signature date below. within the box. within the box. ________________________________________ ________________________________________ _________________________________________ | / / | | | | | | / / | | | | | |______/______________/__________________| |________________________________________| |_________________________________________| (GRAPHIC) (BARCODE) C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1 U P X 0 2 3 5 3 5 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 013Z0A
(Triangle) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. (Triangle) - ------------------------------------------------------------------------------------------------------------------------------------ -------------------------------------------------------------------------------------------------------------------------------- PROXY - AMERICAN SELECT PORTFOLIO INC. -------------------------------------------------------------------------------------------------------------------------------- COMMON STOCK THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme, Jeffery M. Wilson, and Richard J. Ertel and each of them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all common shares of American Select Portfolio Inc. (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on December 1, 2009, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE SIDE OF THIS CARD. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN THE ADDRESSED ENVELOPE - NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. IMPORTANT: Please date and sign this Proxy. If the stock is held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in a representative capacity should give their full title as such.
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