SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
American Strategic Income Portfolio III, Inc.
( CSP )
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
03009T101
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(CUSIP Number)
Paul E. Rasmussen
3300 IDS Center
80 South Eighth Street
Minneapolis, MN 55402-4130
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 19, 2013
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for an subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 03009T101
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Sit Investment Associates, Inc. IRS Identification No. 41-1404829
See Exhibit 1 for schedule of affiliated entities.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00 Cash deposited in investment accounts in which Sit Investment,
Associates, Inc., Sit Fixed Income Advisors II, LLC and Sit Investment
Fixed Income Advisors, Inc. have investment discretion.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Minnesota
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7 SOLE VOTING POWER
NUMBER OF 2,514,350 Shares
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,514,350 Shares
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,514,350 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.77%
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14 TYPE OF REPORTING PERSON (See instructions)
IA
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ITEM 1 Security and Issuer
Common Stock
American Strategic Income Portfolio, Inc. III
c/o Jody Rose
U.S. Bancorp Asset Management
800 Nicollet Mall, BC-MN-H04N
Minneapolis, MN 55402
ITEM 2 Identity and Background
a) Sit Investment Associates, Inc.
Roger Jerome Sit, Chairman, President, CEO, & Global CIO
Michael Clinton Brilley, Sr. VP and Sr. Fixed Income Officer
Paul E. Rasmussen, Vice President, Secretary
Frederick Richard Adler, Director
William E. Frenzel, Director
Ralph Strangis, Director
b) Incorporated in the State of Minnesota
3300 IDS Center, 80 South Eighth Street,
Minneapolis, MN 55402
c) Investment Management
d) None of the individuals listed above or Sit Investment Associates,
Inc. has been convicted during the last 5 years of any criminal
proceeding (excluding traffic violations).
e) During the last five years none of the individuals listed above or
Sit Investment Associates, Inc. has been a party to a civil
proceeding as a result of which any of them is subject to a
judgment, decree, or final order enjoining future violations of or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
f) Each of the individuals listed above is a United States citizen.
ITEM 3 Source and Amount of Funds or Other Considerations
00 Cash deposited in investment accounts in which Sit Investment
Associates, Inc. and its subsidiaries, Sit Investment Fixed Income
Advisors, Inc. and Sit Fixed Income Advisors II, LLC (together "SIA")
have investment discretion.
ITEM 4 Purpose of Transaction
Shares of the Issuer have been acquired and sold over a period of time
beginning March 11, 1996, and since the filing of the previous amendments
to this Schedule 13D, in the ordinary course of business as an investment
manager for investment purposes.
On February 28, 1998, SIA filed an initial Schedule 13D regarding the
ownership of shares of the Issuer, and such Schedule 13D was subsequently
amended several times to reflect changes in SIA's ownership. On February
16, 2011, SIA's ownership of shares of the Issuer fell below 5% of the
Issuer's outstanding shares, and SIA filed a final Schedule 13G. On
March 6, 2013, SIA's ownership of shares of the Issuer exceeded 5% of
the Issuer's outstanding shares, and SIA again filed an inital
Schedule 13D. This Amendment to Schedule 13D is filed to reflect a 1%
change in SIA's ownership.
The shares of the Issuer have been trading at a significant discount to
net asset value during the past several years. SIA has determined that
it is in the best interests of certain of its clients to pursue with
the Issuer changes in the Issuer's practices or policies that, if
adopted, would tend to reduce or eliminate the discount at which the
shares of the Issuer will trade in the future.
SIA otherwise does not seek to influence or control the management of
the Issuer. SIA will continue to acquire and sell shares of the Issuer
on behalf of its clients for investment purposes in the ordinary course
of business and will vote such additionally acquired shares in favor of
any proposal submitted to shareholders that satisfactorily meets the
objectives described above.
Practices that SIA has discussed with management of the Issuer that, if
adopted, may reduce or eliminate the discount at which the shares of
the Issuer will trade in the future include: a.) investment strategies
that may increase the Issuer's income and maintain an investment grade
quality rating such as utilizing equity based leverage; investing in
shares of closed-end funds with high returns and investment objectives
similar to the Issuer's, including funds affiliated with the Issuer;
and utilizing repurchase agreements on agency mortgage securities; b.)
policies to repurchase the Issuer's shares such as authorizing a tender
offer; and c.) adoption of a distribution policy that provides for
including in dividends the Issuer's principal repayments in addition to
interest and other income and capital gains (if any), which, if
adopted, would constitute a return of capital. SIA has also discussed
the ability of a closed-end fund to initiate a rights offering.
SIA sent a letter to the management of the Issuer dated January 28,
1998 proposing changes to the Issuer's practices (the letter was
attached as an exhibit to Schedule 13D filed on February 28, 1998). On
March 18, 1998 the management of the Issuer announced that it intended
to recommend to the Issuer's board of directors that the board
authorize new discretionary repurchase offers during December 1999 and
December 2001. The Issuer repurchased 10% of its shares at net asset
value in December 1999, and did not offer to repurchase shares in
December 2001.
On July 7, 2009, SIA sent a letter to management of the Issuer
requesting the adoption of a distribution policy that would include in
the periodic distributions to the Issuer's shareholders the principal
payments received on the Issuer's mortgage related investments(the
letter was attached as an exhibit to Schedule 13D filed on July 9,
2009). On September 25, 2009, the Issuer announced the adoption of a
level distribution policy effective with the Issuer's December 2009
distributions whereby the Issuer will pay a fixed monthly distribution
to shareholders. The level distribution policy is subject to
termination at any time.
ITEM 5 Interest in Securities of the Issuer
a) As of June 19, 2013, SIA and its affiliates own 2,514,350 shares
which represents 11.77% of the outstanding Shares. None of the
executive officers or directors of SIA owns any other shares.
Entity Shares Percentage
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SIA (client accounts) 2,514,350 11.77%
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Total Owned by SIA and Affiliated Entities 2,514,350 11.77%
b) SIA has the sole power to vote and dispose of all of such shares.
c) Shares have been sold and acquired since May 14, 2013 as
previously reported. Transactions (all open market transactions)
effected since May 14, 2013 ranged in price from $6.86 to $7.38.
d) Client accounts have the right to receive all dividends from and
any proceeds from the sale of the shares. None of the client
accounts owns more than 5% of the shares outstanding.
e) Not applicable.
ITEM 6 Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
SIA has entered into investment management agreements with each of its
clients pursuant to which SIA has assumed the responsibility to vote on
behalf of its clients all shares held by its clients in portfolios
managed by SIA.
ITEM 7 Materials to be Filed as Exhibits
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete, and correct.
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June 20, 2013
Sit Investment Associates, Inc.
By: /s/ Paul E. Rasmussen
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Name/Title: Paul E. Rasmussen, Vice President
EXHIBIT 1
The Reporting Person.
Sit Investment Associates, Inc. is an investment adviser registered
under section 203 of the Investment Advisers Act of 1940 ("Advisers Act").
Sit Investment Associates, Inc.'s two subsidiaries, Sit Investment Fixed Income
Advisors, Inc. and Sit Fixed Income Advisors II, LLC are each registered
investment advisers under section 203 of the Advisers Act (collectively, "SIA").
Sit Investment Associates, Inc. is the investment adviser for twelve no-load,
open-end mutual funds (the "Funds") which are comprised of five registered
investment companies, two of that consist of series funds as listed below. Sit
Investment Associates, Inc. has the voting power and dispositive power for all
securities held in its client accounts and the following twelve mutual funds.
1) Sit Mid Cap Growth Fund, Inc.
2) Sit Large Cap Growth Fund, Inc.
3) Sit U.S. Government Securities Fund, Inc.
Sit Mutual Funds, Inc.
4) Sit International Growth Fund (series A)
5) Sit Balanced Fund (series B)
6) Sit Developing Markets Growth Fund (series C)
7) Sit Small Cap Growth fund (series D)
8) Sit Dividend Growth Fund (Series G)
9) Sit Global Dividend Growth Fund (Series H)
Sit Mutual Funds II, Inc.
10) Sit Tax-Free Income Fund (series A)
11) Sit Minnesota Tax-Free Income Fund (series B)
12) Sit Quality Income Fund (series E)
Only SIA (client accounts) beneficially owned shares of the American Strategic
Income Portfolio Inc. common stock as of June 19, 2013.