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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
American Strategic Income Portfolio Inc. III
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(Name of Registrant as Specified In Its Charter)
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(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:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
IMPORTANT NOTICE REGARDING
YOUR INVESTMENT
AMERICAN STRATEGIC INCOME PORTFOLIO INC. - III
ANNUAL MEETING OF SHAREHOLDERS SCHEDULED FOR
DECEMBER 4, 2006 HAS BEEN ADJOURNED TO DECEMBER 21, 2006
December 7, 2006
Dear Shareholder:
The Annual Meeting of Shareholders for American Strategic Income Portfolio Inc.
- -- III (the "Fund"), held on December 4, 2006, has been adjourned with respect
to one of the agenda items until Thursday, December 21, 2006. At the Annual
Meeting, shareholders elected all nominees to the Fund's Board of Directors and
ratified the selection of Ernst & Young as the Fund's independent registered
public accounting firm. Shareholders adjourned the meeting with respect to the
proposed change in the Fund's investment restriction governing investments in
real estate investment trusts, to allow additional time to solicit votes. The
proposed investment policy change must be approved by a majority of the
outstanding shares of the Fund, as defined in the 1940 Act, which means the
lesser of the vote of (a) 67% of the shares of the Fund at a meeting where more
than 50% of the outstanding shares are present in person or by proxy, or (b)
more than 50% of the outstanding shares of the Fund. To date, approximately 48%
of the Fund's outstanding shares have been voted on this proposal, and, of those
shares, over 96% have been voted in favor of the proposal. Detailed information
regarding this proposal can be found in the proxy material previously mailed to
you. If you would like another proxy statement sent to you, please call
1-800-317-8033.
The reconvened Annual Meeting will be held at 10:00 a.m., Central Time, on the
4th Floor, Training Rooms A and B, U.S. Bancorp Center, 800 Nicollet Mall,
Minneapolis, Minnesota 55402.
THE FUND'S RECORDS INDICATE THAT YOU HAVE YET TO VOTE ON THE PROPOSED INVESTMENT
RESTRICTION CHANGE. NO MATTER HOW MANY SHARES YOU OWN, YOUR VOTE IS IMPORTANT.
PLEASE TAKE A MOMENT NOW TO CAST YOUR VOTE SO THAT YOUR SHARES MAY BE
REPRESENTED AT THE RECONVENED ANNUAL MEETING.
To vote your shares, the following voting options have been set up for your
convenience.
[TELEPHONE GRAPHIC] 1. VOTE BY TOUCH-TONE PHONE. You may cast your
vote by telephone by calling the toll-free
number found on the enclosed proxy
ballot(s).
[COMPUTER GRAPHIC] 2. VOTE THROUGH THE INTERNET. You may cast your
vote using the Internet by logging into the
Internet address located on the enclosed
proxy ballot(s) and following the
instructions on the website.
[ENVELOPE GRAPHIC] 3. VOTE BY MAIL. You may cast your vote by
signing, dating, and mailing the enclosed
proxy ballot(s) in the postage-prepaid
return envelope provided.
Again, please do not hesitate to CALL TOLL-FREE 1-800-317-8033 if you have any
questions regarding the reconvened Annual Meeting.
Thank you for your assistance with this important matter.
Sincerely,
Kathleen Prudhomme
Secretary