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 4, 2007
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 4, 2007, at the
Minneapolis Club, 729 Second Avenue South, 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 17, 2007
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 31, 2007 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 4, 2007
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 4, 2007, and any adjournments thereof.
The investment adviser for the Funds is FAF Advisors, Inc. (the
"Adviser"). FAF Advisors also acts as the administrator for the Funds. The
address of the Funds and the Adviser is 800 Nicollet Mall, Minneapolis,
Minnesota 55402.
The costs of 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. Mailing of the Notice of Annual Meeting
of Shareholders and this Proxy Statement will take place on approximately
October 31, 2007. Representatives of the Adviser may, without cost to the Funds,
solicit proxies on behalf of management of the Funds by means of mail, telephone
or personal calls.
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. 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, an
abstention will be counted as shares present at the meeting in determining
whether the proposal has been approved, and will have the same effect as a vote
against the proposal. If a proxy is returned with a broker non-vote on the
proposal, the shareholder will not be counted as present and entitled to vote
with respect to that proposal. (Broker non-votes are shares for which (a) the
underlying owner has not voted and (b) the broker holding the shares does not
have discretionary authority to vote on the particular matter.)
If a quorum is not obtained or if sufficient votes to approve any
proposal are not received 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. 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
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.
So far as the Board of Directors is aware, no matters other than those
described in this Proxy Statement will be acted upon at the meeting. Should any
other matters properly come before the meeting calling for a vote of
shareholders, it is the intention of the persons named as proxies to vote upon
such matters according to their best judgment.
Only shareholders of record of each Fund on October 17, 2007 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. 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 17, 2007, except as follows:
NAME AND ADDRESS OF NUMBER OF SHARES OF PERCENTAGE OWNERSHIP
FUND BENEFICIAL OWNER COMMON STOCK OF COMMON STOCK
---- ------------------------------ ------------------- --------------------
American Strategic Income Sit Investment Associates, Inc. 1,617,538 38.23%
Portfolio and affiliated entities
("Sit Investment Associates")
4600 Wells Fargo Center
Minneapolis, MN
American Strategic Income
Portfolio II Sit Investment Associates 5,407,878 33.83%
American Strategic Income
Portfolio III Sit Investment Associates 3,913,454 18.32%
American Select Portfolio Sit Investment Associates 2,339,330 21.94%
Copies of each Fund's most recent annual report are available to
shareholders upon request. If you would like to receive a copy, please contact
the Funds at 800 Nicollet Mall, Minneapolis, Minnesota 55402, or call
800-677-FUND and one will be sent, without charge, by first-class mail within
three business days of your request.
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, thereby
setting the number of directors for each Fund at nine. 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 Adviser (the "Fund Complex"). The Fund Complex
currently consists of eight closed-end funds (each of which is a registered
investment company) and 54 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 OTHER
POSITION FUND COMPLEX DIRECTORSHIPS
NAME AND HELD WITH TERM OF OFFICE* AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY
YEAR OF BIRTH THE FUNDS TIME SERVED DURING LAST 5 YEARS DIRECTOR DIRECTOR**
- -------------------- --------- ------------------------------- ------------------------------ ------------- --------------
Benjamin R. Director Mr. Field has served as a Retired; Senior Financial 62 None
Field III director of each of the Funds Advisor, Bemis Company, Inc.
(1938) since September 2003. Fund from May 2002 through February
directors serve for a one-year 2004.
term that expires at the next
annual meeting of shareholders.
Roger A. Gibson Director Mr. Gibson has served as a Director, Charterhouse Group, 62 None
(1946) director of each of the Funds Inc., a private equity firm,
since August 1998. Fund since October 2005; Vice
directors serve for a one-year President and Chief Operating
term that expires at the next Officer, Cargo - United
annual meeting of Airlines, from July 2001
shareholders. through retirement in July
2004.
Victoria J. Herget Director Ms. Herget has served as a Investment consultant and 62 None
(1951) director of each of the Funds non-profit board member since
since September 2003. Fund 2001.
directors serve for a one-year
term that expires at the next
annual meeting of shareholders.
3
NUMBER OF
PORTFOLIOS IN OTHER
POSITION FUND COMPLEX DIRECTORSHIPS
NAME AND HELD WITH TERM OF OFFICE* AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY
YEAR OF BIRTH THE FUNDS TIME SERVED DURING LAST 5 YEARS DIRECTOR DIRECTOR**
- -------------------- --------- ------------------------------- ------------------------------ ------------- --------------
John P. Kayser Director Mr. Kayser has served as a Retired; Principal from 1983 62 None
(1949) director of each of the Funds to 2004 and Chief Financial
since October 2006. Fund Officer and Chief
directors serve for a one-year Administrative Officer from
term that expires at the next 1988 to 2002, William Blair &
annual meeting of shareholders. Company, LLC.
Leonard W. Kedrowski Director Mr. Kedrowski has served as a Owner and President, 62 None
(1941) director of each of the Funds Executive and Management
since August 1998. Fund Consulting, Inc., a
directors serve for a one-year management consulting firm;
term that expires at the next Board member, GC McGuiggan
annual meeting of shareholders. Corporation (dba Smyth
Companies), a label printer;
former Chief Executive
Officer, Creative Promotions
International, LLC, a
promotional award programs
and products company, through
October 2003; Advisory Board
member, Designer Doors,
manufacturer of designer
doors, through 2002.
Richard K. Riederer Director Mr. Riederer has served as a Owner and CEO, RKR 62 None
(1944) director of each of the Funds Consultants, Inc. and
since August 2001. Fund non-profit board member since
directors serve for a one-year 2005.
term that expires at the next
annual meeting of
shareholders.
4
NUMBER OF
PORTFOLIOS IN OTHER
POSITION FUND COMPLEX DIRECTORSHIPS
NAME AND HELD WITH TERM OF OFFICE* AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY
YEAR OF BIRTH THE FUNDS TIME SERVED DURING LAST 5 YEARS DIRECTOR DIRECTOR**
- -------------------- --------- ------------------------------- ------------------------------ ------------- --------------
Joseph D. Strauss Director Mr. Strauss has served as a Attorney At Law, Owner and 62 None
(1940) director of each of the Funds President, Strauss Management
since August 1998. Fund Company, a Minnesota holding
directors serve for a one-year company for various
term that expires at the next organizational management
annual meeting of business ventures; Owner,
shareholders. Chairman and Chief Executive
Officer, Community Resource
Partnerships, Inc., a
strategic planning,
operations management,
government relations,
transportation planning and
public relations
organization; Owner, Chairman
and Chief Executive Officer,
Excensus(TM), LLC, a strategic
demographic planning and
application development firm,
since 2001.
Virginia L. Stringer Chair; Ms. Stringer has served as a Governance consultant and 62 None
(1944) Director director of each of the Funds non-profit board member;
since August 1998. Fund former Owner and President,
directors serve for a one-year Strategic Management
term that expires at the next Resources, Inc., a management
annual meeting of consulting firm; Executive
shareholders. Consultant to State Farm
Insurance Company through
2003.
James M. Wade Director Mr. Wade has served as a Owner and President, Jim Wade 62 None
(1943) director of each of the Funds Homes, a homebuilding company.
since August 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.
5
There were five meetings of the Board of Directors during the fiscal
year ended August 31, 2007. 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 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 is attached as Appendix A
to this proxy statement. 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 five times during the fiscal year ended August
31, 2007.
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 four
times during the fiscal year ended August 31, 2007.
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 four times during the fiscal year
ended August 31, 2007. The Governance Committee Charter is attached as Appendix
B to this proxy statement.
6
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 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."
7
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; 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. All of the
directors standing for re-election who were directors at the time attended the
Funds' 2006 annual shareholders meeting in person.
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 $115,000
($215,000 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:
8
- $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);
- $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, on behalf of a
fund in the Fund Complex, out of town on fund 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 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, 2007.
AGGREGATE AGGREGATE AGGREGATE AGGREGATE TOTAL
COMPENSATION COMPENSATION COMPENSATION COMPENSATION COMPENSATION
FROM AMERICAN FROM AMERICAN FROM AMERICAN FROM AMERICAN FROM FUND
STRATEGIC INCOME STRATEGIC INCOME STRATEGIC INCOME SELECT COMPLEX PAID TO
NAME OF DIRECTOR PORTFOLIO (1) PORTFOLIO II (2) PORTFOLIO III (3) PORTFOLIO (4) DIRECTORS (5)(6)
- ---------------- ---------------- ---------------- ----------------- ------------- -----------------
Benjamin R. Field
III $1,793 $1,851 $1,879 $1,829 $126,250
Roger A. Gibson 1,886 1,944 1,972 1,922 131,625
Victoria J. Herget 1,972 2,033 2,062 2,010 137,750
John P. Kayser 1,356 1,400 1,421 1,384 95,500
Leonard W. Kedrowski 1,933 1,981 2,003 1,963 130,250
Richard K. Riederer 1,665 1,719 1,745 1,699 117,250
Joseph D. Strauss 1,866 1,924 1,952 1,902 130,625
Virginia L. Stringer 3,305 3,412 3,463 3,372 232,750
James M. Wade 1,761 1,818 1,845 1,796 124,000
(1) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $391; Leonard W. Kedrowski, $1,933; Victoria J.
Herget, $363; and Joseph D. Strauss, $253.
(2) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $400; Leonard W. Kedrowski, $1,981; Victoria J.
Herget, $372; and Joseph D. Strauss, $259.
(3) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $405; Leonard W. Kedrowski, $2,003; Victoria J.
Herget, $376; and Joseph D. Strauss, $262.
(4) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $397; Leonard W. Kedrowski, $1,963; Victoria J.
Herget, $368; and Joseph D. Strauss, $257.
(5) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $26,325; Leonard W. Kedrowski, $130,250; Victoria
J. Herget, $24,450; and Joseph D. Strauss, $17,063.
(6) As of August 31, 2007, the Fund Complex consisted of four open-end and
eight closed-end investment companies, totaling 62 funds, managed by the
Adviser, 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.
Aggregate Dollar
Dollar Range of Equity Range of Equity Securities
Name of Director Securities in the Funds 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, 2007.
To the knowledge of the Funds, as of October 17, 2007, 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, the vote of a plurality of
the shares represented at the meeting is sufficient for the election of each of
the nominees, provided at least a quorum (a majority of the outstanding shares)
is represented in person or by proxy. Unless otherwise instructed, the proxies
will vote for all nominees. In the event any of the above nominees are not
candidates for election at the meeting 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 Adviser 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.
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
(Communications with Audit Committees).
The Funds' independent accountants also provided to the Audit
Committee the written disclosure required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), 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 independent 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
12
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
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 8/31/07 ended 8/31/06
------------- -------------
American Strategic Income Portfolio $28,430 $26,191
American Strategic Income Portfolio II $28,430 $35,625
American Strategic Income Portfolio III $28,430 $39,912
American Select Portfolio $28,430 $32,187
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 8/31/07 ended 8/31/06
------------- -------------
American Strategic Income Portfolio $2,340 $1,990
American Strategic Income Portfolio II $2,340 $2,585
American Strategic Income Portfolio III $2,340 $2,855
American Select Portfolio $2,340 $2,368
13
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 8/31/07 ended 8/31/06
------------- -------------
American Strategic Income Portfolio $4,653 $5,054
American Strategic Income Portfolio II $4,653 $7,337
American Strategic Income Portfolio III $4,653 $8,374
American Select Portfolio $4,653 $6,505
All Other Fees. There were no fees billed by Ernst & Young for other
services during each Fund's two most recently completed fiscal years.
Aggregate Non-Audit Fees. The aggregate non-audit fees billed by Ernst & Young
to each of the Funds and the Adviser and entities controlling, controlled by or
under common control with the Adviser 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 8/31/07 ended 8/31/06
------------- -------------
American Strategic Income Portfolio $44,942 $23,544
American Strategic Income Portfolio II $44,942 $26,422
American Strategic Income Portfolio III $44,942 $27,730
American Select Portfolio $44,942 $25,373
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
service 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.
14
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.
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 HELD TERM OF OFFICE** AND PRINCIPAL OCCUPATION(S)
NAME AND YEAR OF BIRTH WITH THE FUNDS LENGTH OF TIME SERVED DURING PAST FIVE YEARS
- ---------------------- -------------- --------------------- ---------------------------------------------
Thomas S. Schreier, President Since February 2001 Chief Executive Officer and Chief Investment
Jr. Officer of the Adviser.
(1962)
John G. Wenker Senior Vice Since November 1996 Managing Director of the Adviser.
(1951) President
Chris J. Neuharth Vice President Since June 2007 Senior Fixed-Income Portfolio Manager, FAF
(1959) Advisors, Inc.
David A. Yale Vice President Since June 2007 Senior Real Estate Portfolio Manager, FAF
(1956) Advisors, Inc., 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 President Since March 2000 Senior Vice President of the Adviser since
(1956) -- May 2001.
Administration
David H. Lui Chief Since February 2005 Chief Compliance Officer for First American
(1960) Compliance Funds and the Adviser since February 2005.
Officer Prior thereto, Chief Compliance Officer,
Franklin Advisers, Inc. and Chief Compliance
Counsel, Franklin Templeton Investments from
March 2004 to February 2005. Prior to that,
Vice President, Charles Schwab & Co., Inc.
15
POSITION HELD TERM OF OFFICE** AND PRINCIPAL OCCUPATION(S)
NAME AND YEAR OF BIRTH WITH THE FUNDS LENGTH OF TIME SERVED DURING PAST FIVE YEARS
- ---------------------- -------------- --------------------- ---------------------------------------------
Jason K. Mitchell Anti-Money Since September 2006 Compliance Manager for the Adviser since June
(1976) Laundering 2006. Prior thereto, Compliance Analyst for
Officer the Adviser from October 2004 through June
2006. Prior thereto, Senior Systems Helpdesk
Analyst for Wachovia Retirement Services from
November 2002 through October 2004. Prior
thereto, Senior Retirement Plan Specialist
for PFPC, Inc.
Charles D. Treasurer Since December 2004 Treasurer for the Adviser since October 2004;
Gariboldi, Jr. prior thereto, Vice President for Investment
(1959) Accounting and Fund Treasurer for Thrivent
Financial for Lutherans.
Jill M. Stevenson Assistant Since September 2005 Assistant Treasurer for the Adviser since
(1965) Treasurer September 2005; prior thereto, Director,
Senior Project Manager for the Adviser from
May 2003 to September 2005; prior thereto,
Vice President, Director of Operations,
Paladin Investment Associates, LLC.
Kathleen L. Prudhomme Secretary Since December 2004; Deputy General Counsel of the Adviser since
(1953) Assistant Secretary of November 2004; prior thereto, Partner,
the Funds from Dorsey & Whitney LLP, a Minneapolis based law
September 1999 to firm.
December 2004
Brett L. Agnew Assistant Since December 2004 Counsel for the Adviser since August 2004;
(1971) Secretary 2001-2004, Senior Counsel, Thrivent Financial
for Lutherans; prior thereto, Consultant,
Principal Financial Group.
Richard J. Ertel Assistant Since June 2006 and Counsel for the Adviser since May 2006; prior
(1967) Secretary from June 2003 to thereto, Counsel, Ameriprise Financial
August 2004 Services, Inc. from September 2004 to May
2006; prior thereto, Counsel, FAF Advisors,
Inc. from May 2003 to August 2004; prior to
May 2003, Associate Counsel, Hartford Life
and Accident Insurance Company.
James D. Alt* Assistant Since December 2004; Partner, Dorsey & Whitney LLP, a Minneapolis
(1951) Secretary Secretary of the Funds based law firm.
Dorsey & Whitney LLP from June 2002 to
50 South Sixth December 2004 and
Street, Suite 1500 Assistant Secretary of
Minneapolis, MN 55402 the 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.
16
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 Adviser and companies affiliated with the Adviser,
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 Jeffery M. Wilson, an
officer of the Funds and the Adviser, 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.
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, no later than June 30, 2008. 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 5, 2008.
Dated: October 31, 2007
Kathleen L. Prudhomme
Secretary
17
Appendix A
FIRST AMERICAN FUNDS
AUDIT COMMITTEE
CHARTER
[As amended May 11, 2004]
1. The First American Funds Complex Audit Committee (Audit Committee) shall be
composed entirely of independent directors(1) who are not "interested
persons" of the Funds within the meaning of the Investment Company Act of
1940. The Audit Committee shall be comprised of at least three members with
one member appointed as chairperson. All committee members shall be
financially literate(2), at least one member shall have accounting or
related financial management expertise(3), and at least one member shall be
an "audit committee financial expert" as determined by the Board of
Directors of the Funds pursuant to SEC Form N-CSR, Items 3(b) and (c).
2. The purposes of the Audit Committee are:
(a) to oversee the Funds' accounting and financial reporting policies and
practices, their internal controls and, as appropriate, the internal
controls of certain service providers;
(b) to oversee the quality of the Funds' financial statements and the
independent audit thereof;
(c) to assist Board oversight of the Funds' compliance with legal and
regulatory requirements; and
(d) to act as a liaison between the Funds' independent auditors and the
full Board of Directors.
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 auditor's responsibility is to plan and carry out a proper
audit of the financial statements.
- ----------
(1) A director shall be deemed "independent" for this purpose only if he or she
is independent within the meaning of Rule 10A-3(b)(1)(iii) under the
Securities Exchange Act of 1934. The full Board of Directors has reviewed
information provided by each Audit Committee member and has found that each
such member is "independent" within the meaning of this rule.
(2) For purposes of the applicable New York Stock Exchange Rule, the full Board
of Directors, in its business judgment, interprets the term "financially
literate" in a manner consistent with the counterpart American Stock
Exchange Rule, as meaning that an Audit Committee member is able to read
and understand fundamental financial statements, including a balance sheet,
income statement, and cash flow statement.
(3) For purposes of the applicable New York Stock Exchange Rule, the full Board
of Directors, in its business judgment, interprets this qualification in a
manner consistent with the counterpart American Stock Exchange Rule, as
meaning that an Audit Committee member has past employment experience in
finance or accounting, requisite professional certification in accounting,
or any other comparable experience or background which results in the
individual's financial sophistication, including being or having been a
chief executive officer, chief financial officer, or other senior officer
with financial oversight responsibilities.
A-1
The outside auditor for the Funds is ultimately accountable to the Board of
Directors and Audit Committee as representatives of shareholders. The Audit
Committee and Board of Directors have 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).
3. To carry out its purposes, the Audit Committee shall have the following
duties and powers:
(a) to review with management and the independent auditors the audited
annual financial statements of the Funds, including their judgment
about the quality, not just the acceptability, of accounting
principles, the reasonableness of significant judgments, and the
clarity of the disclosures in the financial statements;
(b) to meet with the Funds' independent auditors, including private
meetings, as necessary (i) to review the arrangements for and scope of
the annual audit and any special audits; (ii) to discuss any matters
or concern relating to the Funds' financial statements, including any
adjustments to such statements recommended by the auditors, or other
results of said audit(s); (iii) to consider the auditors' comments
with respect to the Funds' financial policies, procedures, and
internal accounting controls and management's responses thereto; (iv)
to review the form of opinion the independent auditors propose to
render to the Board and shareholders with respect to the Funds'
financial statements; and (v) to review the results of internal audits
of areas that impact the Funds;
(c) to prepare and deliver the audit committee reports required to be
included in the closed-end funds' proxy statements;
(d) to receive and consider any communications which the Funds' principal
executive officer and principal financial officer are required to make
to the Audit Committee in connection with their certifications of the
Funds' filings on SEC Form N-CSR;
(e) to receive and consider the communications which the Funds'
independent auditors are required to make to the Audit Committee
pursuant to SEC Reg. S-X, Rule 2-07(a) (a copy of which is attached
hereto as Exhibit A);
(f) to consider the effect upon the Funds of any changes in accounting
principles or practices proposed by management or the auditors;
(g) to ensure that the auditor submits on a periodic basis to the Audit
Committee a formal written statement delineating all relationships
between the auditor and the Funds, consistent with Independence
Standards Board Statement No. 1, to engage in a dialogue with the
auditor with respect to any disclosed relationships or services that
may impact the objectivity and independence of the auditor, to
evaluate the independence of the auditor, and to recommend that the
Board of Directors take appropriate action in response to the
auditors' report to satisfy itself of the auditors' independence;
(h) at least annually, to obtain and review a report by the auditor
describing the firm's internal quality-control procedures, any
material issues raised by the most recent internal quality-control
review, or peer review, of the firm, or by any inquiry or
A-2
investigation by governmental or professional authorities, within the
preceding five years, respecting one or more independent audits
carries out by the firm, and any steps taken to deal with any such
issues;
(i) to consider pre-approving any accounting firm's engagement to render
audit or non-audit services to the Funds or, under the circumstances
contemplated by SEC Reg. S-X, Rule 2-01(c)(7)(ii) (a copy of which is
attached hereto as Exhibit B), to the Funds' investment adviser or any
entity controlling, controlled by or under common control with the
investment adviser that provides ongoing services to the Funds and the
accounting firm's services have a direct impact on the Funds'
operations or financial reporting; provided, that the Audit Committee
may establish written pre-approval policies and procedures which
conform to the requirements of SEC Reg. S-X, Rule 2-01(c)(7)(i)(B) (a
copy of which is attached hereto as Exhibit C);
(j) to review the fees charged to the Funds by the auditors for audit and
non-audit services;
(k) to investigate improprieties or suspected improprieties in Fund
operations;
(l) to review procedures to safeguard portfolio securities;
(m) to review the Funds' back-up procedures and disaster recovery plans
(except those pertaining to primary pricing services system);
(n) to discuss policies with respect to risk assessment and risk
management;
(o) to meet separately, periodically, with management, with internal
auditors (or other personnel responsible for the internal audit
function) and with independent auditors;
(p) to set clear hiring policies for employees or former employees of the
auditors; and
(q) to report its activities to the full Board on a regular basis and to
make such recommendations with respect to the above and other matters
as the Committee may deem necessary or appropriate.
4. The Committee shall meet at least quarterly and is empowered to hold
special meetings, as circumstances require.
5. The Committee shall regularly meet with the Treasurer of the Funds.
6. The Committee shall establish procedures for (a) the receipt, retention,
and treatment of complaints received by the Funds regarding accounting,
internal accounting controls, or auditing matters, and (b) the
confidential, anonymous submission by employees of the Funds and of their
investment advisers, administrators, principal underwriters, and any other
provider of accounting related services for the Funds, of concerns
regarding questionable accounting or auditing matters.
7. The Committee also shall act as the Funds' "qualified legal compliance
committee," as defined in 17 CFR Section 205.2(k). In this role, the
Committee shall:
(a) adopt written procedures for the confidential receipt, retention and
consideration of any report of evidence of a material violation of
United States federal or state
A-3
securities law, material breach of fiduciary duty to the Funds arising
under United States federal or state law, or similar material
violation of United States federal or state law which is required to
be made with respect to the Funds by attorneys who are subject to the
reporting rules set forth in 17 CFR Part 205;
(b) have the authority and responsibility:
(i) to inform the Funds' chief legal officer and chief executive
officer (or the equivalents thereof) of any report of evidence of
a material violation received by the Committee (except in the
circumstances described in 17 CFR Section 205.3(b)(4));
(ii) to determine whether an investigation is necessary regarding any
report of evidence of a material violation received by the
Committee and, if the Committee determines an investigation is
necessary or appropriate, to (A) notify the Funds' Board of
Directors, (B) initiate an investigation, which may be conducted
either by the Funds' chief legal officer (or the equivalent
thereof) or by outside attorneys, and (C) retain such additional
expert personnel as the Committee deems necessary;
(iii) at the conclusion of the investigation, to (A) recommend to the
full Board of Directors, by majority vote, that the Funds
implement an appropriate response to evidence of a material
violation, and (B) inform the Funds' chief legal officer and
chief executive officer and their Board of Directors of the
results of any such investigation and the appropriate remedial
measures to be adopted; and
(c) have the authority and responsibility, acting by majority vote, to
take all other appropriate action, including the authority to notify
the SEC in the event that the Funds fail in any material respect to
implement an appropriate response that the Committee has recommended
the Funds to take.
8. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the power to investigate any
matter brought to its attention with full access to all books, records,
facilities, and personnel related to the Funds and the authority to retain
special counsel and other experts or consultants at the expense of the
appropriate Fund(s).
9. The Committee shall review this Charter at least annually and recommend any
changes to the full Board of Directors. The full Board of Directors shall
approve this charter at least annually.
10. The Committee shall evaluate its own performance at least annually.
A-4
EXHIBIT A: REG. S-X, RULE 2-07(A)
(a) Each registered public accounting firm that performs for an audit client
that is an issuer (as defined in section 10A(f) of the Securities Exchange
Act of 1934, other than an issuer that is an Asset-Backed Issuer as defined
in Rules 13a-14(g) and 15d-14(g) under the Securities Exchange Act of 1934,
or an investment company registered under section 8 of the Investment
Company Act of 1940, other than a unit investment trust as defined by
section 4(2) of the Investment Company Act of 1940, any audit required
under the securities laws shall report, prior to the filing of such audit
report with the Commission (or in the case of a registered investment
company, annually, and if the annual communication is not within 90 days
prior to the filing, provide an update, in the 90 day period prior to the
filing, of any changes to the previously reported information), to the
audit committee of the issuer or registered investment company:
(1) All critical accounting policies and practices to be used;
(2) All alternative treatments within Generally Accepted Accounting
Principles for policies and practices related to material items that
have been discussed with management of the issuer or registered
investment company, including:
(i) Ramifications of the use of such alternative disclosures and
treatments; and
(ii) The treatment preferred by the registered public accounting firm;
(3) Other material written communications between the registered public
accounting firm and the management of the issuer or registered
investment company, such as any management letter or schedule of
unadjusted differences;
(4) If the audit client is an investment company, all non-audit services
provided to any entity in an investment company complex, as defined in
Rule 2-01 (f)(14), that were not pre-approved by the registered
investment company's audit committee pursuant to Rule 2-01 (c)(7).
A-5
EXHIBIT B: REG. S-X, RULE 2-01(C)(7)(II)
(ii) A registered investment company's audit committee also must pre-approve its
accountant's engagements for non-audit services with the registered
investment company's investment adviser (not including a sub-adviser whose
role is primarily portfolio management and is sub-contracted or overseen by
another investment adviser) and any entity controlling, controlled by, or
under common control with the investment adviser that provides ongoing
services to the registered investment company in accordance with paragraph
(c)(7)(i) of this section, if the engagement relates directly to the
operations and financial reporting of the registered investment company,
except that with respect to the waiver of the pre-approval requirement
under paragraph (c)(7)(i)(C) of this section, the aggregate amount of all
services provided constitutes no more than five percent of the total amount
of revenues paid to the registered investment company's accountant by the
registered investment company, its investment adviser and any entity
controlling, controlled by, or under common control with the investment
adviser that provides ongoing services to the registered investment company
during the fiscal year in which the services are provided that would have
to be pre-approved by the registered investment company's audit committee
pursuant to this section.
A-6
EXHIBIT C: REG. S-X, RULE 2-01(C)(7)(I)(B)
(B) The engagement to render the service is entered into pursuant to
pre-approval policies and procedures established by the audit committee of
the issuer or registered investment company, provided the policies and
procedures are detailed as to the particular service and the audit
committee is informed of each service and such policies and procedures do
not include delegation of the audit committees responsibilities under the
Securities Exchange Act of 1934 to management; . . .
A-7
APPENDIX B
FIRST AMERICAN FUNDS
GOVERNANCE COMMITTEE CHARTER
I. PURPOSE
The purpose of the Governance Committee is to oversee the Board's
governance processes.
II. COMPOSITION
The Governance Committee shall be composed entirely of Directors who
are not "interested persons" of the Funds within the meaning of the Investment
Company Act of 1940. The Governance Committee will have at least three members
and the Board Chair will serve as an "ex-officio" member of the Committee.
III. RESPONSIBILITIES
The Committee will have the following responsibilities:
BOARD COMPOSITION
- Interview and recommend to the Board of Directors of the Funds
nominees for election as directors (whether they are "interested"
or "disinterested" within the meaning of the Investment Company
Act of 1940) consistent with the needs of the Board and the
Funds. The Committee will evaluate candidates' qualifications for
Board membership and, with respect to persons being considered to
join the Board as "disinterested" directors, their independence
from management and principal service providers. These persons
must be independent in terms of both the letter and the spirit of
the 1940 Act and the Rules, Regulations and Forms under the 1940
Act. With respect to "disinterested" director candidates, the
Committee also will consider the effect of any relationships
beyond those delineated in the 1940 Act that might impair
independence, such as business, financial or family relationships
with Fund managers or service providers. In this regard, the
Committee will not consider the following types of candidates to
serve as "disinterested" directors: (1) a close family member(1)
of an employee, officer or interested director of a Fund or its
affiliates, and (2) a former officer or director of a Fund's
affiliate.
- Review, annually, the independence of all Independent Directors
and report its findings to the Board.
- ----------
(1) "Close family member" includes any member of the immediate family and any
aunt, uncle or cousin.
B-1
- Review the composition of the Board of Directors to determine
whether it may be appropriate to add individuals with different
backgrounds or skills from those already on the Board.
- Report annually to the Board on which current and potential
members of the Audit Committee qualify as Audit Committee
Financial Experts.
- Recommend to the Board a successor to the Board Chair when a
vacancy occurs in that position.
- Consult with the Board Chair regarding the Board Chair's
recommended Committee assignments.
COMMITTEE STRUCTURE
- Assist the Board Chair in his or her annual review of the Board's
Committee structure and membership.
DIRECTOR EDUCATION
- Develop an annual education calendar that details the topics to
be addressed in the Board's quarterly education sessions. The
educational calendar will be presented to the full Board at its
first quarterly meeting.
- Monitor the attendance by each Independent Director at
educational seminars, conferences or similar meetings.
- Develop and conduct orientation sessions for new Independent
Directors before or shortly after the new Directors join the
Board.
- Manage the Board's education program in a cost-effective manner.
GOVERNANCE PRACTICES
- Review and make recommendations to the Board of Directors
concerning Director compensation at least once every year.
- As appropriate or necessary, review, on a regular basis, and make
recommendations to the Board of Directors concerning Director
expenses, including those related to Board education, Director
education, Director travel, legal counsel and consultant support.
- Monitor compliance with the Board's requirement that each
Director maintain investments in the Funds that are at least
equal to the aggregate fees for one year that he or she receives
for Board-related service to the Funds.
B-2
- Review Director compliance with the requirement that a Director
must retire from Board service by December 31 of the year in
which he or she reaches the age of 72.
- Review Director compliance with the prohibition from serving on
the board of directors of mutual funds that are not part of the
First American Fund Complex.
- If requested, assist the Board Chair in overseeing the Board's
self-evaluation process undertaken each year by the Independent
Directors.
- In collaboration with outside counsel and as required by law or
deemed advisable by the Committee, develop policies and
procedures addressing matters which should come before the
Committee in the proper exercise of its duties.
- Review, at least annually, the Board's adherence to industry
"best practices."
- In consultation with the Board Chair, review and, as appropriate,
recommend changes in, Board governance policies, procedures and
practices.
- Report the Committee's activities on a regular basis to the Board
of Directors and make such recommendations as the Committee and
the Board Chair deem appropriate.
- Review at least annually and, as appropriate, recommend that the
Board implement changes to this Charter.
IV. RETENTION OF EXPERTS
The Committee will have the resources and authority to discharge its
responsibilities, including the authority to retain special counsel and other
experts or consultants at the expense of any one or more of the Funds, as
appropriate.
B-3
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
TIME:
Tuesday, December 4, 2007
at 2:30 p.m.
PLACE:
Minneapolis Club
729 Second Avenue South
Minneapolis, Minnesota 55402
IMPORTANT:
Please date and sign your
proxy card and return it promptly
using the enclosed reply envelope.
Book 2
Cusip Numbers:
030098-10-7
030099-10-5
03009T-10-1
029570-10-8
002CS60593
AMERICAN STRATEGIC INCOME
PORTFOLIO INC.
MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
000000000.000000 ext
000000000.000000 ext
000004 000000000.000000 ext
000000000.000000 ext
LEAST ADDRESS LINE 000000000.000000 ext
000000000.000000 ext
C 1234567890 J N T
ELECTRONIC VOTING INSTRUCTIONS
YOU CAN VOTE BY INTERNET OR
TELEPHONE!
AVAILABLE 24 HOURS A DAY, 7 DAYS A
WEEK!
Instead of mailing your proxy, you
may choose one of the two voting
methods outlined below to vote your
proxy.
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 4, 2007.
(COMPUTER)
VOTE BY INTERNET
- Log on to the Internet and go to
WWW.INVESTORVOTE.COM
- Follow the steps outlined on the
secured website.
(TELEPHONE)
VOTE BY TELEPHONE
- Call toll free 1-800-652-VOTE
(8683) within the United States,
Canada & Puerto Rico any time on
a touch tone telephone. There is
NO CHARGE to you for the call.
- Follow the instructions provided
by the recorded message
[X] Using a BLACK INK pen, mark
your votes with an X as shown
in this example. Please do
not write outside the
designated areas.
- --------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD ( 123456 ) C0123456789 [ 12345 ]
-----------
- --------------------------------------------------------------------------------
- IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. -
- --------------------------------------------------------------------------------
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
[ ] 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.
01 - [ ] 02 - [ ] 03 - [ ] 04 - [ ] 05 - [ ]
06 - [ ] 07 - [ ] 08 - [ ] 09 - [ ]
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 COMMENTS -- Please print your comments
address below. 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 date below.
- ------------------------------------------------------------
Signature 1 -- Please keep signature within the box.
- ------------------------------------------------------------
Signature 2 -- Please keep signature within the box.
- ------------------------------------------------------------
[ ] 0 1 5 4 0 3 1 1 U P X 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 MR
A SAMPLE AND MR A SAMPLE AND MR
A SAMPLE AND
(STOCK#) 00SN8A
- --------------------------------------------------------------------------------
- IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE -
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
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 4, 2007, 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.
AMERICAN STRATEGIC INCOME
PORTFOLIO INC. - II
MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
000000000.000000 ext
000000000.000000 ext
000004 000000000.000000 ext
000000000.000000 ext
LEAST ADDRESS LINE 000000000.000000 ext
000000000.000000 ext
C 123456789 JNT
ELECTRONIC VOTING INSTRUCTIONS
YOU CAN VOTE BY INTERNET OR
TELEPHONE!
AVAILABLE 24 HOURS A DAY, 7 DAYS A
WEEK!
Instead of mailing your proxy, you
may choose one of the two voting
methods outlined below to vote your
proxy.
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 4, 2007.
(COMPUTER)
VOTE BY INTERNET
- Log on to the Internet and go to
WWW.INVESTORVOTE.COM
- Follow the steps outlined on the
secured website.
(TELEPHONE)
VOTE BY TELEPHONE
- Call toll free 1-800-652-VOTE
(8683) within the United States,
Canada & Puerto Rico any time on
a touch tone telephone. There is
NO CHARGE to you for the call.
- Follow the instructions provided
by the recorded message
[X] Using a BLACK INK pen, mark
your votes with an X as shown
in this example. Please do not
write outside the designated
areas.
- --------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD ( 123456 ) C0123456789 [ 12345 ]
-------------
- --------------------------------------------------------------------------------
- IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE -
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
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
[ ] 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.
01 - [ ] 02 - [ ] 03 - [ ] 04 - [ ] 05 - [ ]
06 - [ ] 07 - [ ] 08 - [ ] 09 - [ ]
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 COMMENTS -- Please print your comments
address below. 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 date below.
- ------------------------------------------------------------
Signature 1 -- Please keep signature within the box.
- ------------------------------------------------------------
Signature 2 -- Please keep signature within the box.
- ------------------------------------------------------------
[ ] 0 1 5 4 0 7 1 1 U P X 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 MR A SAMPLE AND MR A
SAMPLE AND MR A SAMPLE AND
(STOCK#) 00SNAB
- --------------------------------------------------------------------------------
- IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE -
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
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 4, 2007, 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.
AMERICAN STRATEGIC INCOME
PORTFOLIO INC. -- III
MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
000000000.000000 ext
000000000.000000 ext
000004 000000000.000000 ext
000000000.000000 ext
LEAST ADDRESS LINE 000000000.000000 ext
000000000.000000 ext
C 123456789 J N T
ELECTRONIC VOTING INSTRUCTIONS
YOU CAN VOTE BY INTERNET OR
TELEPHONE!
AVAILABLE 24 HOURS A DAY, 7 DAYS A
WEEK!
Instead of mailing your proxy, you
may choose one of the two voting
methods outlined below to vote your
proxy.
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 4, 2007.
(COMPUTER)
VOTE BY INTERNET
- Log on to the Internet and go to
WWW.INVESTORVOTE.COM
- Follow the steps outlined on the
secured website
(TELEPHONE)
VOTE BY TELEPHONE
- Call toll free 1-800-652-VOTE
(8683) within the United States,
Canada & Puerto Rico any time on
a touch tone telephone. There is
NO CHARGE to you for the call.
- Follow the instructions provided
by the recorded message
[X] Using a BLACK INK pen, mark
your votes with an X as shown
in this example. Please do not
write outside the designated
areas.
- --------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD ( 123456 ) C0123456789 [ 12345 ]
-----------
- --------------------------------------------------------------------------------
- - IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. -
- --------------------------------------------------------------------------------
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
[ ] 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.
01 - [ ] 02 - [ ] 03 - [ ] 04 - [ ] 05 - [ ]
06 - [ ] 07 - [ ] 08 - [ ] 09 - [ ]
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 COMMENTS -- Please print your comments
address below. 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 date below.
- ------------------------------------------------------------
Signature 1 -- Please keep signature within the box.
- ------------------------------------------------------------
Signature 2 -- Please keep signature within the box.
- ------------------------------------------------------------
[ ] 0 1 5 4 0 8 1 1 U P X 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 MR A SAMPLE AND MR A
SAMPLE AND MR A SAMPLE AND
(STOCK#) 00SNCA
- --------------------------------------------------------------------------------
- IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE -
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
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 4, 2007, 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.
AMERICAN SELECT
PORTFOLIO INC.
MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
000000000.000000 ext
000000000.000000 ext
000004 000000000.000000 ext
000000000.000000 ext
LEAST ADDRESS LINE 000000000.000000 ext
000000000.000000 ext
C 1234567890 J N T
ELECTRONIC VOTING INSTRUCTIONS
YOU CAN VOTE BY INTERNET OR
TELEPHONE! AVAILABLE 24 HOURS A
DAY, 7 DAYS A WEEK!
Instead of mailing your proxy, you
may choose one of the two voting
methods outlined below to vote your
proxy.
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 4, 2007.
(COMPUTER)
VOTE BY INTERNET
- Log on to the Internet and go to
WWW.INVESTORVOTE.COM
- Follow the steps outlined on the
secured website.
(TELEPHONE)
VOTE BY TELEPHONE
- Call toll free 1-800-652-VOTE
(8683) within the United States,
Canada & Puerto Rico any time on
a touch tone telephone. There is
NO CHARGE to you for the call.
- Follow the instructions provided
by the recorded message.
[X] Using a BLACK INK pen, mark
your votes with an X as shown
in this example. Please do not
write outside the designated
areas.
- --------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD ( 123456 ) C0123456789 [ 12345 ]
-------------
- --------------------------------------------------------------------------------
- IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE -
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
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
[ ] 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.
01 - [ ] 02 - [ ] 03 - [ ] 04 - [ ] 05 - [ ]
06 - [ ] 07 - [ ] 08 - [ ] 09 - [ ]
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 COMMENTS -- Please print your comments
address below. 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 date below.
- ------------------------------------------------------------
Signature 1 -- Please keep signature within the box.
- ------------------------------------------------------------
Signature 2 -- Please keep signature within the box.
- ------------------------------------------------------------
[ ] 0 1 5 4 0 1 1 1 U P X 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 MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE +
AND
(STOCK#) 00SMZB
- --------------------------------------------------------------------------------
- IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE -
PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
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 4, 2007, 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.