-----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, B3Gfs5u9AoeGqG6sGdXuySrOBlDNdl61VL9xr3vh8sUprhd4ow81awXxs+jftHkU 7H4y3S1Yc+2CxlMSH11+1A== 0000897101-96-000474.txt : 19960709 0000897101-96-000474.hdr.sgml : 19960709 ACCESSION NUMBER: 0000897101-96-000474 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960823 FILED AS OF DATE: 19960708 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SELECT PORTFOLIO INC CENTRAL INDEX KEY: 0000908785 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MN FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07838 FILM NUMBER: 96591996 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 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: 1934 Act SEC FILE NUMBER: 811-06404 FILM NUMBER: 96591997 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: 1934 Act SEC FILE NUMBER: 811-06640 FILM NUMBER: 96591998 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: 1934 Act SEC FILE NUMBER: 811-07444 FILM NUMBER: 96591999 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 DEF 14A 1 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT 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 [X] Definitive proxy statement [ ] Definitive additional materials [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) AMERICAN SELECT PORTFOLIO INC. AMERICAN STRATEGIC INCOME PORTFOLIO INC. AMERICAN STRATEGIC INCOME PORTFOLIO INC. -- II AMERICAN STRATEGIC INCOME PORTFOLIO INC. -- III - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Items 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transactions 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 SELECT PORTFOLIO INC. AMERICAN STRATEGIC INCOME PORTFOLIO INC. AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III Piper Jaffray Tower 222 South Ninth Street Minneapolis, Minnesota 55402-3804 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 23, 1996 NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of American Select Portfolio Inc., American Strategic Income Portfolio Inc., American Strategic Income Portfolio Inc.--II and American Strategic Income Portfolio Inc.--III (individually, a "Fund" and collectively, the "Funds") will be held at 10:00 a.m., Central Time, on Friday, August 23, 1996, on the eleventh floor of the Piper Jaffray Tower, 222 South Ninth Street, Minneapolis, Minnesota. The purposes of the meeting are as follow: 1. To fix the number of members of the Board of Directors of each Fund at six and to elect each Fund's Board of Directors. 2. To ratify the selection by a majority of the independent members of the Board of Directors of each Fund of KPMG Peat Marwick LLP as independent public accountants for each Fund for the fiscal year ending November 30, 1996 for American Select Portfolio Inc. and American Strategic Income Portfolio Inc. and May 31, 1997 for American Strategic Income Portfolio Inc.--II and American Strategic Income Portfolio Inc.--III. 3. To transact such other business as may properly come before the meeting. Shareholders of record on June 26, 1996, are the only persons entitled to notice of and to vote at the meeting. Your attention is directed to the attached Proxy Statement. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE UPCOMING MEETING, PLEASE FILL IN, SIGN, DATE, AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE THE FUNDS FURTHER SOLICITATION EXPENSE. A stamped return envelope is enclosed for your convenience. Susan Sharp Miley, Secretary Dated: July 1, 1996 PROXY STATEMENT AMERICAN SELECT PORTFOLIO INC. AMERICAN STRATEGIC INCOME PORTFOLIO INC. AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III Piper Jaffray Tower 222 South Ninth Street Minneapolis, Minnesota 55402-3804 ANNUAL MEETING OF SHAREHOLDERS--AUGUST 23, 1996 The enclosed proxy is solicited by the Board of Directors of American Select Portfolio Inc. ("SLA"), American Strategic Income Portfolio Inc. ("ASP"), American Strategic Income Portfolio Inc.--II ("BSP") and American Strategic Income Portfolio Inc.--III ("CSP") (individually, a "Fund" and collectively, the "Funds"), in connection with the annual meeting of shareholders of each Fund to be held August 23, 1996, and any adjournments thereof. The costs of solicitation, including the cost of preparing and mailing the Notice of Meeting and this Proxy Statement, will be paid by the Funds, and such mailing will take place on approximately July 9, 1996. Representatives of Piper Capital Management Incorporated (the "Adviser"), the investment adviser and manager of each Fund, may, without cost to the Funds, solicit proxies on behalf of the management of the Funds by means of mail, telephone, or personal calls. The address of the Adviser is that of the Funds as provided above. A proxy may be revoked before the meeting by giving written notice of revocation to the Secretary of the Funds, or at the meeting prior to voting. Unless revoked, properly executed proxies in which choices are not specified by the shareholders will be voted "for" each item for which no choice is specified, in accordance with the recommendation of each Fund's Board of Directors. In instances where choices are specified by the shareholders in the proxy, those proxies will be voted or the vote will be withheld in accordance with the shareholder's choice. With regard to the election of directors, votes may be cast in favor or withheld; votes that are withheld will be excluded entirely from the vote and will have no effect. Abstentions may be specified on all proposals other than the election of directors and will be counted as present for purposes of determining whether a quorum of shares is present at the meeting with respect to the item on which the abstention is noted, but will be counted as a vote "against" such item. Under the Rules of the New York Stock Exchange, if a proposal is considered "non-discretionary," then brokers who hold Fund shares in street name for customers are not authorized to vote on such proposal on behalf of their customers who have not furnished the broker specific voting instructions. If a broker returns a "non-vote" proxy, indicating a lack of authority to vote on a proposal, then the shares covered by such non-vote shall not be counted as present for purposes of calculating the vote with respect to such proposal. So far as the Board of Directors of each Fund 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 in the enclosed proxy to vote upon such matters according to their best judgment. Only shareholders of record on June 26, 1996, may vote at the meeting or any adjournments thereof. As of that date, there were issued and outstanding common shares, each with a $.01 par value, of each Fund as follow: SLA-- 13,283,967; ASP-- 5,247,721; BSP-- 19,940,735; and CSP-- 26,742,546. Common shares represent the only class of securities of each Fund. Each shareholder of the Funds is entitled to one vote for each share held. 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 26, 1996. In the event that sufficient votes are not received for the adoption of either 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. The persons named as proxies will vote all shares represented by proxies which they are required to vote in favor of the proposals, in favor of an adjournment and will vote all shares which they are required to vote against the proposals, against the adjournment. COPIES OF THE FUNDS' MOST RECENT ANNUAL REPORTS AND, FOR SLA AND ASP, SUBSEQUENT SEMI-ANNUAL REPORTS, ARE AVAILABLE TO SHAREHOLDERS UPON REQUEST. IF YOU WOULD LIKE TO RECEIVE A COPY, PLEASE CONTACT THE FUNDS AT 222 SOUTH NINTH STREET, MINNEAPOLIS, MINNESOTA 55402, OR CALL 800-866-7778, EXTENSION 6786, AND ONE WILL BE SENT, WITHOUT CHARGE, BY FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS OF YOUR REQUEST. PROPOSAL ONE ELECTION OF DIRECTORS Fund shareholders are being asked to re-elect the members of each Fund's Board of Directors. The Bylaws of each Fund provide that the shareholders have the power to fix the number of Directors. The Directors recommend that the size of the Board of Directors of each Fund be set at six. It is intended that the enclosed proxy will be voted for the re-election of the six persons named below as Directors of each Fund unless such authority has been withheld in the proxy. The term of office of each person elected will be until the next annual meeting of shareholders or until his or her successor is duly elected and shall qualify. Pertinent information regarding each nominee for the past five years is set forth following his or her name below. Each of the nominees also serves as a Director of each of the other closed-end and open-end investment companies managed by the Adviser, except that Mr. Bennett does not serve as a Director of Piper Global Funds Inc. Each of the nominees, except Ms. Emmerich, has served as a Director of the Funds since each Fund commenced operations. Ms. Emmerich has served as a Director of ASP and BSP since May 18, 1993 and as a Director of SLA and CSP since commencement of operations.
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE DURING PAST 5 YEARS - ---- --- ---------------------------------------------------------------- David T. Bennett 55 Of counsel to the law firm of Gray, Plant, Mooty, Mooty & Bennett, P.A., located in Minneapolis, Minnesota. Mr. Bennett is chairman of a group of privately held companies and serves on the board of directors of a number of non-profit organizations. Jaye F. Dyer 69 President of Dyer Management Company, a private management company, since January 1, 1991; prior thereto, Mr. Dyer was President and Chief Executive Officer of Dyco Petroleum Corporation, a Minneapolis based oil and natural gas development company he founded, from 1971 until March 1, 1989, and Chairman of the Board until December 31, 1990. Mr. Dyer serves on the board of directors of Northwestern National Life Insurance Company, The ReliaStar Financial Corp. (the holding company of Northwestern National Life Insurance Company) and various privately held and nonprofit corporations. William H. Ellis* 54 President of Piper Jaffray Companies Inc.; Director and Chairman of the Board of the Adviser since October 1985 and President of the Adviser since December 1994; Director of Piper Jaffray Inc. Karol D. Emmerich 47 President of The Paraclete Group, a consultant to nonprofit organizations, since May 1993; prior thereto, Ms. Emmerich was Vice President, Treasurer and Chief Accounting Officer of Dayton Hudson Corporation from 1980 to May 1993. Ms. Emmerich is an Executive Fellow at the University of St. Thomas Graduate School of Business and serves on the board of directors of a number of privately held and nonprofit corporations. Luella G. Goldberg 59 Member of the Board of Directors of Northwestern National Life Insurance Company (since 1976), The ReliaStar Financial Corp. (since 1989), TCF Bank Savings fsb (since 1985), TCF Financial Corporation (since 1988) and Hormel Foods Corp. (since 1993). Ms. Goldberg also serves as a Trustee of Wellesley College and as a director of a number of other organizations, including the University of Minnesota Foundation and the Minnesota Orchestral Association. Ms. Goldberg was Chairman of the Board of Trustees of Wellesley College from 1985 to 1993 and acting President from July 1, 1993 to October 1, 1993. George Latimer 60 Chief Executive Officer of National Equity Fund, Chicago, Illinois since November 1995; prior thereto, Director, Special Actions Office, Office of the Secretary, Department of Housing and Urban Development since 1993; and prior thereto, Mr. Latimer had been Dean of Hamline Law School, Saint Paul, Minnesota, from 1990 to 1993. Mr. Latimer also serves on the board of directors of Digital Biometrics, Inc. and Payless Cashways, Inc.
*Denotes Directors who are "interested persons" (as defined by the Investment Company Act of 1940, as amended) of the Funds. Mr. Ellis is deemed an "interested person" of the Funds because of his positions with the Adviser and/or its affiliates. As of June 26, 1996, the officers and Directors of the Funds as a group beneficially owned less than 1% of the outstanding shares of each Fund. None of the Funds' officers or Directors has a family relationship with any other Fund officer or Director. The Board of Directors of each Fund has established an Audit Committee, currently consisting of Mr. Dyer, Ms. Emmerich and Ms. Goldberg, who serves as its chairperson. The Audit Committee met twice during the most recently ended fiscal year for each of the Funds. The Funds do not have nominating or compensation committees. The functions to be performed by the Audit Committee are to recommend annually to the Board a firm of independent certified public accountants to audit the books and records of the Funds for the ensuing year; to monitor that firm's performance; to review with the firm the scope and results of each audit and determine the need, if any, to extend audit procedures; to confer with the firm and representatives of the Funds on matters concerning the Funds' financial statements and reports including the appropriateness of its accounting practices and of its financial controls and procedures; to evaluate the independence of the firm; to review procedures to safeguard portfolio securities; to review the purchase by the Funds from the firm of non-audit services; to review all fees paid to the firm; and to facilitate communications between the firm and the Funds' officers and Directors. During their most recently ended fiscal years, there were eight meetings of the Board of Directors of SLA and ASP and six meetings of the Board of Directors of BSP and CSP. All Directors attended at least 75% of the aggregate of the meetings of the Board of Directors and meetings of committees of which they were members that were held while they were serving on the Board of Directors or on such committee. No compensation is paid by the Funds to any Directors who are officers or employees of the Adviser or any of its affiliates. The Funds, together with all closed-end investment companies managed by the Adviser, pay each of the other Directors an aggregate quarterly retainer of $5,000, which is allocated among the Funds and such other investment companies on the basis of each company's net assets. In addition, each Fund pays each such Director a fee for each in-person meeting of the Board of Directors he or she attends. Such fee is based on the net asset value of the Fund and ranges from $250 (net assets of less than $200 million) to $1,500 (net assets of $5 billion or more). Members of the Audit Committee who are not affiliated with the Adviser receive $1,000 per meeting attended ($2,000 for the chairperson of such Committee) with such fee being allocated among all closed- and open-end investment companies managed by the Adviser on the basis of relative net asset values. In addition, each Director who is not affiliated with the Adviser is reimbursed for expenses incurred in connection with attending meetings. The following table sets forth the aggregate compensation received by each Director during the most recently ended fiscal year of each Fund, as well as the total compensation received by each Director from the Funds and all other open-end and closed-end investment companies managed by the Adviser or an affiliate of the Adviser (the "Fund Complex") during the calendar year ended December 31, 1995. Directors who are officers or employees of the Adviser or any of its affiliates did not receive any such compensation and are not included in the table. AGGREGATE COMPENSATION TOTAL FROM THE FUNDS COMPENSATION --------------------------------------- FROM FUND DIRECTOR SLA ASP BSP CSP COMPLEX* - -------- --- --- --- --- -------- David T. Bennett $1,931 $1,931 $3,645 $3,645 $61,700 Jaye F. Dyer $1,980 $1,980 $3,669 $3,669 $67,700 Karol D. Emmerich $1,980 $1,980 $3,669 $3,669 $67,700 Luella G. Goldberg $2,030 $2,030 $3,692 $3,692 $70,700 George Latimer $1,931 $1,931 $3,645 $3,645 $64,700 - -------------------- * Currently consists of 20 open-end and closed-end investment companies managed by the Adviser, including the Funds. During the 1995 calendar year, the Fund Complex consisted of up to 27 such investment companies, managed by the Adviser or an affiliate of the Adviser, several of which were merged or consolidated during the year. Each director included in the table, other than Mr. Bennett, serves on the board of each such open-end and closed end investment company. Mr. Bennett serves on the board of 19 of such open-end and closed-end investment companies. THE DIRECTORS RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND VOTE IN FAVOR OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF EACH FUND. The vote of a majority of shares of each Fund represented at the meeting, provided at least a quorum (a majority of the outstanding shares) is represented in person or by proxy, is sufficient for the election of the above nominees. Unless otherwise instructed, the proxies will vote for the above six nominees. In the event any of the above nominees are not candidates for election at the meeting, the proxies will vote for such other persons as the Board of Directors may designate. Nothing currently indicates that such a situation will arise. PROPOSAL TWO RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS The Investment Company Act of 1940 (the "1940 Act") provides that every registered investment company shall be audited at least once each year by independent public accountants selected by a majority of the directors of the investment company who are not interested persons of the investment company or its investment adviser. The 1940 Act requires that the selection be submitted for ratification or rejection by the shareholders at their next annual meeting following the selection. The Directors, including a majority who are not interested persons of the Adviser or the Funds, have selected KPMG Peat Marwick LLP to be the Funds' independent public accountants for the fiscal years ending November 30, 1996 for SLA and ASP and May 31, 1997 for BSP and CSP. KPMG Peat Marwick LLP has no direct or material indirect financial interest in the Funds or in the Adviser, other than receipt of fees for services to the Funds. KPMG Peat Marwick LLP also serves as the independent public accountants for each of the other investment companies managed by the Adviser and has been the independent public accountants for the Funds since commencement of operations. Representatives of KPMG Peat Marwick LLP are expected to be present at the meeting. Such representatives will be given the opportunity to make a statement to the shareholders if they desire to do so and are expected to be available to respond to any questions that may be raised at the meeting. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND VOTE IN FAVOR OF THE RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FUNDS. The vote of a majority of the shares of each Fund represented at the meeting, provided at least a quorum (a majority of the outstanding shares) is represented in person or by proxy, is sufficient for the ratification of the selection of the independent public accountants. Unless otherwise instructed, the proxies will vote for the ratification of the selection of KPMG Peat Marwick LLP as each Fund's independent public accountants. EXECUTIVE FUND OFFICERS Certain information about the executive officers of the Funds is set forth below. Unless otherwise indicated, all positions have been held more than five years.
POSITION AND TERM OF OFFICE WITH THE FUNDS AND NAME AGE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS - ---- --- ---------------------------------------------- John G. Wenker 44 President of the Funds since 1996 and Senior Vice President of the Adviser since 1993; previously, Senior Vice President of SLA since inception, Vice President of BSP and CSP since inception and Vice President of ASP since 1992; Managing Director of Piper Jaffray Inc. from 1992 to 1993 and Director of Revitalization Resources of the Minneapolis Community Development Agency from 1990 to 1992. Paul A. Dow 45 Senior Vice President of SLA since 1996 and Senior Vice President and Chief Investment Officer of the Adviser. Russ J. Kappenman 32 Senior Vice President and Assistant Secretary of the Funds since 1996 and Vice President of the Adviser. Thomas S. McGlinch 39 Senior Vice President of SLA 1996 and Senior Vice President of the Adviser since 1995; previously, Vice President of SLA since inception; Vice President of the Adviser from 1992 to 1995 and a specialty products trader at FBS Investment Services, Minneapolis from 1990 to 1992. Robert H. Nelson 32 Senior Vice President and Treasurer of the Funds since 1995 and Senior Vice President of the Adviser since 1993; previously, Vice President of the Funds since inception and Vice President of the Adviser from 1991 to 1993. David M. Steele 40 Senior Vice President of the Funds since 1996 and Senior Vice President of the Adviser since 1992; previously, a portfolio manager at Kennedy & Associates in Seattle, Washington from 1987 to 1992. Amy K. Johnson 30 Vice President of the Funds since 1996 and Vice President of the Adviser since 1994; previously, Accounting Manager from 1993 to 1994 and mutual fund accountant from 1991 to 1993 with the Adviser. Amy Konicke 26 Vice President of the Funds since 1996 and Assistant Vice President of the Adviser since 1995; previously, an analyst at IDS Advisory Group from 1993 to 1994 and an analyst at North American Life and Casualty Company from 1991 to 1992. Julene R. Melquist 30 Vice President of the Funds since 1996 and Assistant Vice President of the Adviser since 1994; previously, investment executive at Kidder Peabody during 1993 and treasury analyst at St. Jude Medical from 1988 to 1992. Daniel W. Schroer 34 Vice President and Assistant Secretary of the Funds since 1996 and Analyst of the Adviser since 1994; previously, analyst of Piper Jaffray Inc. from 1991 to 1994. Susan S. Miley 38 Secretary of the Funds since 1996 and Senior Vice President and General Counsel of the Adviser since 1995; previously, counsel for American Express Financial Advisors, Minneapolis from 1994 to 1995 and attorney at Simpson Thacher & Bartlett, New York, New York from 1984 to 1992.
SUPPLEMENTAL INFORMATION Based on Fund records and other information, the Funds believe that all SEC filing requirements applicable to their Directors, officers, Adviser and companies affiliated with the Adviser, pursuant to Section 16(a) of the Securities Exchange Act of 1934, with respect the Funds' most recently ended fiscal years, were satisfied, except that Paula Meyer, Susan S. Miley and Momchilo Vucenich each failed to timely file a Form 3 with respect to BSP and CSP and William Ellis failed to timely a Form 4. There were no transactions reportable that were not reported on a timely basis and the required Forms were 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, Piper Jaffray Tower, 222 South Ninth Street, Minneapolis, Minnesota 55402, no later than March 1, 1997. Dated: July 1, 1996 Susan Sharp Miley, Secretary - ------------------------------------------------------------------------------- AMERICAN SELECT PORTFOLIO INC. THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints William H. Ellis, Susan S. Miley 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 American Select Portfolio Inc. (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 23, 1996, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED: 1. To vote: ______FOR all nominees listed below (except as marked to the contrary below) ______WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: David T. Bennett, Jaye F. Dyer, William H. Ellis, Karol D. Emmerich, Luella G. Goldberg and George Latimer. (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) - ------------------------------------------------------------------------------- 2. To vote: FOR _____ AGAINST _____ ABSTAIN _____ ratification of the selection of KPMG Peat Marwick LLP as independent public accountants for the Fund. 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 ENVELOPENO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: ______________________________, 1996 ___________________________________________ ___________________________________________ 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. Book 4 Fund 75 - ------------------------------------------------------------------------------- AMERICAN STRATEGIC INCOME PORTFOLIO INC. THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints William H. Ellis, Susan S. Miley 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 American Strategic Income Portfolio Inc. (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 23, 1996, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED: 1. To vote: ______FOR all nominees listed below (except as marked to the contrary below) ______WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: David T. Bennett, Jaye F. Dyer, William H. Ellis, Karol D. Emmerich, Luella G. Goldberg and George Latimer. (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) - ------------------------------------------------------------------------------- 2. To vote: FOR _____ AGAINST _____ ABSTAIN _____ ratification of the selection of KPMG Peat Marwick LLP as independent public accountants for the Fund. 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 ENVELOPENO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: ______________________________, 1996 ___________________________________________ ___________________________________________ 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. Book 4 Fund 66 - ------------------------------------------------------------------------------- AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints William H. Ellis, Susan S. Miley 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 American Strategic Income Portfolio Inc.--II (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 23, 1996, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED: 1. To vote: ______FOR all nominees listed below (except as marked to the contrary below) ______WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: David T. Bennett, Jaye F. Dyer, William H. Ellis, Karol D. Emmerich, Luella G. Goldberg and George Latimer. (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) - ------------------------------------------------------------------------------- 2. To vote: FOR _____ AGAINST _____ ABSTAIN _____ ratification of the selection of KPMG Peat Marwick LLP as independent public accountants for the Fund. 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 ENVELOPENO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: ______________________________, 1996 ___________________________________________ ___________________________________________ 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. Book 4 Fund 69 - ------------------------------------------------------------------------------- AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT The undersigned appoints William H. Ellis, Susan S. Miley 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 American Strategic Income Portfolio Inc.--III (the "Fund"), held by the undersigned at the annual meeting of shareholders of the Fund to be held on August 23, 1996, and at any adjournments thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THE PROXIES ARE INSTRUCTED: 1. To vote: ______FOR all nominees listed below (except as marked to the contrary below) ______WITHHOLD AUTHORITY to vote for all nominees listed below NOMINEES: David T. Bennett, Jaye F. Dyer, William H. Ellis, Karol D. Emmerich, Luella G. Goldberg and George Latimer. (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name on the line provided below.) - ------------------------------------------------------------------------------- 2. To vote: FOR _____ AGAINST _____ ABSTAIN _____ ratification of the selection of KPMG Peat Marwick LLP as independent public accountants for the Fund. 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 ENVELOPENO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE. Dated: ______________________________, 1996 ___________________________________________ ___________________________________________ 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. Book 4 Fund 72 -----END PRIVACY-ENHANCED MESSAGE-----