SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
7/16/13
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC, Phillip Goldstein,
Andrew Dakos, Steven Samuels
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
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) [X]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
422,360
8. SHARED VOTING POWER
473,249
9. SOLE DISPOSITIVE POWER
422,360
_______________________________________________________
10. SHARED DISPOSITIVE POWER
473,249
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
895,609 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
5.60%
14. TYPE OF REPORTING PERSON
IA, IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of AMERICAN STRATEGIC INCOME PORTFOLIO INC II
("BSP" or the "Issuer").
The principal executive offices of BSP are located at
800 Nicollet Mall
BC-MN-H04N
Minneapolis, MN 55402
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Bulldog Investors,LLC, (a Delaware
Limited Liability Company), Phillip Goldstein, Andrew Dakos and Steven Samuels.
(b) The business address of the reporting persons is Park 80 West-Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663.
(c) Bulldog Investors,LLC is a registered investment adviser.
Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog
Investors,LLC.
(d) n/a
(e) On October 17, 2007, the Massachusetts Secretary of State issued a permanent
"obey the law" injunction and fined Messrs. Goldstein, Dakos and Samuels and
certain related parties (collectively, the "Respondents") $25,000 for operating
a non-password protected website containing information about certain
unregistered investments and sending an e-mail about such investments to a
Massachusetts resident who requested information.On April 5, 2012, the President
signed the JOBS Act which expressly permits such acts. Consequently,
on June 29, 2012, the Respondents submitted a motion to the Secretary to
vacate his order.
(f) Each of Messrs. Goldstein, Dakos and Samuels is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of clients of
Bulldog Investors,LLC.
ITEM 4. PURPOSE OF TRANSACTION
The filing persons believe the shares are undervalued and may communicate with
management about measures to enhance shareholder value.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSRS filed on April 29, 2013, there were 15,985,741 shares
outstanding as of February 28, 2013. The percentage set forth herein was derived
using such number. Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos and
Steven Samuels are deemed to be the beneficial owner of 895,609 shares of BSP
(or 5.60% of the outstanding shares) solely by virtue of Bulldog Investors,LLC's
power to direct the vote of, and dispose of, these shares. Those 895,609 shares
of BSP are also beneficially owned by clients of Bulldog Investors, LLC. The
Reporting Persons disclaim beneficial ownership of these shares, except to the
extent of any pecuniary interest therein.
(b) Bulldog Investors, LLC has sole power to dispose of and vote 422,360
shares. Bulldog Investors, LLC has shared power to dispose of and vote 473,249
shares. Certain of Bulldog Investors, LLC's clients (none of whom beneficially
own more than 5% of BSP's shares) share this power with Bulldog Investors, LLC.
Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog
Investors, LLC.
c) During the past 60 days the following shares of BSP were purchased:
Date: Shares: Price:
07/15/13 702 7.8700
07/16/13 31,048 7.8907
07/17/13 11,016 7.9482
07/18/13 707 7.9500
07/22/13 50,000 7.9685
07/25/13 4,995 7.9100
d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See exhibit A
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: 7/26/2013
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit A:
Agreement to Make Joint Filing
Agreement made as of the 22nd day of July, 2013, by and among
Bulldog Investors, LLC, LLC, Phillip Goldstein, Andrew Dakos, and
Steven Samuels.
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement containing
the information required by Schedule 13D with respect to the same securities,
only one such statement need be filed, so long as, among other things, such
filing includes as an exhibit an agreement among such persons that such a
statement is filed on behalf of each of them;
WHEREAS, in connection with certain holdings of AMERICAN STRATEGIC INCOME
PORTFOLIO INC II (BSP), each of the parties to this Agreement is required to
file a statement containing the information required by Schedule 13D with
respect to the same holdings of BSP;
NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D shall be filed on behalf of each party
hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.
By:/s/ Phillip Goldstein By:/s/ Andrew Dakos
Phillip Goldstein Andrew Dakos
BULLDOG INVESTORS, LLC
By: /s/ Steven Samuels By: /s/ Andrew Dakos
Steven Samuels Andrew Dakos, Member