SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
2/15/12
1. NAME OF REPORTING PERSON
Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
1,096,023
8. SHARED VOTING POWER
381,756
9. SOLE DISPOSITIVE POWER
1,467,779
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,467,779
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.87%
14. TYPE OF REPORTING PERSON
IA
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of American Strategic Income Portfolio Inc. III
("CSP" or the "Issuer").
Cusip 03009T101
The principal executive offices of CSP are located at
800 NICOLLET AVE
BC-MN-H05O
MINNEAPOLIS MN 55402
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors,
Brooklyn Capital Mangement, Phillip Goldstein,
60 Heritage Drive Pleasantville, NY 10570 a principal of Bulldog Investors
and Andrew Dakos, Park 80 West,Saddle Brook, NJ 07663, also a principal
of Bulldog Investors. Mr.Goldstein and Mr. Dakos are self-employed
investment advisors.
On January 31, 2007 the Acting Director of the Securities Division of the
Massachusetts Secretary of State filed a complaint against Bulldog Investors,
Messrs.Goldstein, Dakos and Samuels and certain related parties
(the Bulldog Parties) alleging that they violated Massachusetts law by
operating a website containing information about certain unregistered
investments and by sending an e-mail about such investments to an individual
who requested it. On March 23, 2007 the Bulldog Parties filed a lawsuit in
the Massachusetts Superior Court against the Secretary alleging that his
enforcement action violated 42 U.S.C. ss 1983 because, among other things,
the Secretary did not have personal jurisdiction over them and it violated
their First Amendment rights. On October 17, 2007 the Secretary issued an
"obey the law" cease and desist order (the Order) and fined the Bulldog
Parties $25,000. On November 15, 2007 the Bulldog Parties filed an appeal
of the Order in the Massachusetts Superior Court which subsequently upheld
the Order. The Bulldog Parties further appealed the Order to the
Massachusetts Appeals Court. On October 21, 2009 the Massachusetts Supreme
Judicial Court (the SJC) unilaterally transferred the case to itself and on
July 2, 2010 upheld the Order except for the Bulldog Parties' First Amendment
claim which it ruled must be decided in the appeal of the aforementioned
ss 1983 lawsuit. In the ss 1983 lawsuit, the Secretary stipulated that the
website and email in question did not concern an illegal transaction and were
not misleading. Nevertheless, on September 26, 2009, the Superior Court ruled
that the Secretary's enforcement action did not violate the Bulldog Parties'
First Amendment rights. The Bulldog Parties filed an appeal of the Superior
Court's ruling in the Massachusetts Appeals Court. On July 23, 2010, the SJC
unilaterally transferred the appeal of the ss 1983 lawsuit to itself.
On September 22, 2011 the SJC affirmed the Superior Court's ruling and
declined to reconsider the Bulldog Parties' personal jurisdiction claim.
On October 5,2011 the Capital Markets and Government Sponsored Enterprises
Subcommittee of the United States House of Representatives approved H.R.2167,
the Private Company Flexibility and Growth Act which would permit privately
held companies like Bulldog Investors to use advertisements and websites to
solicit accredited investors for private offerings.Also, on February 1, 2012,
the Bulldog Parties filed a petition for certiorari with the United States
Supreme Court.
The litigation has not and will not have a financial effect on the
Partnership as the General Partner of the Partnership has agreed to bear
any costs in connection with this matter.
The Partnership had an investment in the GP for the purpose of acquiring
and holding shares of Morgan Stanley High Yield Fund ("MSY") and for
enhancing the value of its shares of MSY. On April 13, 2010, the GP was
included as a defendant in the action captioned "Deborah Donaghue, Plaintiff
vs. Morgan Stanley High Yield Fund (now known as Invesco High Yield
Investments Fund, Inc.), Nominal Defendant, Bulldog Investors General
Partnership and Phillip Goldstein, Defendants," in the United States
District Court for the Southern District of New York (the "Action").
The Action sought disgorgement to MSY of all "short-swing profits", as such
term is defined by Section 16(b) of the Securities and Exchange Act of 1934,
realized by the Defendants with respect to MSY common stock. The Defendants
consented to an order, which was issued on March 31, 2011, to disgorge their
short-swing profits conditioned on their right to appeal the District
Court's finding that the Plaintiff has standing. On April 26, 2011, the
Defendants appealed to the United States Court of Appeals for the Second
Circuit and a decision is pending. The total amount pre-paid by the GP
amounted to $85,491, of which $22,703 was allocable to the Partnership.
The Partnership believes it will not incur any additional liability
(other than ancillary non-material expenses) because its legal fees are
fixed and have been pre-paid.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of managed
accounts.
ITEM 4. PURPOSE OF TRANSACTION
The filing persons intend to communicate with management about measures to
enhance shareholder value.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the N-CSR filed on October 31, 2011 there were 21,356,023 shares of
common stock outstanding as of 08/31/2011 The percentage set forth in item 5
was derived using such number. Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 1,467,779
shares of CSP or 6.81% of the outstanding shares.Power to dispose of and vote
securities resides either with Mr. Goldstein, Mr. Dakos or with clients.
c) During the past 60 days the following shares of CSP were purchased:
Date: Shares: Price:
12/30/11 10,000 6.5100
01/03/12 21,117 6.5398
01/04/12 8,400 6.5200
01/06/12 7,500 6.5500
01/10/12 10,790 6.5500
01/13/12 33,887 6.5449
01/13/12 2,900 6.5500
01/17/12 13,557 6.5400
01/18/12 35,096 6.5407
01/19/12 12,572 6.5500
01/20/12 16,000 6.5388
01/23/12 100 6.5300
01/26/12 11,210 6.5900
01/27/12 302 6.5800
01/30/12 8,019 6.6055
02/02/12 3,632 6.7139
02/03/12 42,487 6.7334
02/06/12 24,325 6.7062
02/07/12 13,052 6.7262
02/08/12 9,400 6.7271
02/09/12 3,965 6.7500
02/10/12 24,621 6.7491
02/13/12 12,500 6.7460
02/14/12 18,350 6.7198
02/15/12 38,500 6.7244
02/16/12 15,428 6.7159
02/17/12 55,150 6.7545
02/21/12 49,851 6.7609
02/22/12 76,593 6.7749
02/23/12 71,849 6.7961
02/24/12 82,320 6.8206
d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 02/27/2012
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos