AMERICAN STRATEGIC INCOME PORTFOLIO INC
DEF 14A, 1995-07-13
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                            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 Pursuant to section 240.14a-11(c)
                      or section 240.14a-12

                         American Select Portfolio Inc.
                    American Strategic Income Portfolio Inc.
                 American Strategic Income Portfolio Inc.--II
                American Strategic Income Portfolio Inc.--III
                (Name of Registrant as Specified in its Charter)

                                 [Insert Name]
    (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  $125 (per Registrant) per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
     or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ]  $500 per each party to the controversy pursuant to Exchange Act 
     Rule 14a-6(i)(3).
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:


[ ]   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 SELECT PORTFOLIO INC.
                    AMERICAN STRATEGIC INCOME PORTFOLIO INC.
                 AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II
                AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III
                              Piper Jaffray Tower
                             222 South Ninth Street
                       Minneapolis, Minnesota 55402-3804

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON AUGUST 17, 1995

     NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of American
Select Portfolio Inc., American Strategic Income Portfolio Inc., American
Strategic Income Portfolio Inc.--II and American Strategic Income Portfolio
Inc.--III (individually, a "Fund" and collectively, the "Funds") will be held
at 10:00 a.m., Central Time, on Thursday, August 17, 1995, on the eleventh floor
of the Piper Jaffray Tower, 222 South Ninth Street, Minneapolis, Minnesota. The
purposes of the meeting are as follow:

     1.  To fix the number of members of the Board of Directors of each Fund at
         six and to elect each Fund's Board of Directors.

     2.  To ratify the selection by a majority of the independent members of the
         Board of Directors of each Fund of KPMG Peat Marwick LLP as independent
         public accountants for each Fund for the fiscal year ending November
         30, 1995 for American Select Portfolio Inc. and American Strategic
         Income Portfolio Inc. and May 31, 1996 for American Strategic Income
         Portfolio Inc.--II and American Strategic Income Portfolio Inc. --
         III.

     3.  To transact such other business as may properly come before the
         meeting.

     Shareholders of record on June 23, 1995, are the only persons entitled to
notice of and to vote at the meeting.

     Your attention is directed to the attached Proxy Statement. WHETHER OR NOT
YOU EXPECT TO BE PRESENT AT THE UPCOMING MEETING, PLEASE FILL IN, SIGN, DATE,
AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE THE FUNDS
FURTHER SOLICITATION EXPENSE. A stamped return envelope is enclosed for your
convenience.



                                            David Evans Rosedahl, Secretary
Dated:  July 7, 1995



                         AMERICAN SELECT PORTFOLIO INC.
                    AMERICAN STRATEGIC INCOME PORTFOLIO INC.
                 AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II
                AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III
                              Piper Jaffray Tower
                             222 South Ninth Street
                       Minneapolis, Minnesota 55402-3804

                ANNUAL MEETING OF SHAREHOLDERS--AUGUST 17, 1995

     The enclosed proxy is solicited by the Board of Directors of American
Select Portfolio Inc. ("SLA"), American Strategic Income Portfolio Inc. ("ASP"),
American Strategic Income Portfolio Inc.--II ("BSP") and American Strategic
Income Portfolio Inc.--III ("CSP") (individually, a "Fund" and collectively,
the "Funds"), in connection with the annual meeting of shareholders of each Fund
to be held August 17, 1995, and any adjournments thereof. The costs of
solicitation, including the cost of preparing and mailing the Notice of Meeting
and this Proxy Statement, will be paid by the Funds, and such mailing will take
place on approximately July 12, 1995. Representatives of Piper Capital
Management Incorporated (the "Adviser"), the investment adviser and manager of
each Fund, may, without cost to the Funds, solicit proxies on behalf of the
management of the Funds by means of mail, telephone, or personal calls. The
address of the Adviser is that of the Funds as provided above.

     A proxy may be revoked before the meeting by giving written notice of
revocation to the Secretary of the Funds, or at the meeting prior to voting.
Unless revoked, properly executed proxies in which choices are not specified by
the shareholders will be voted "for" each item for which no choice is specified,
in accordance with the recommendation of each Fund's Board of Directors. In
instances where choices are specified by the shareholders in the proxy, those
proxies will be voted or the vote will be withheld in accordance with the
shareholder's choice. With regard to the election of directors, votes may be
cast in favor or withheld; votes that are withheld will be excluded entirely
from the vote and will have no effect. Abstentions may be specified on all
proposals other than the election of directors and will be counted as present
for purposes of determining whether a quorum of shares is present at the meeting
with respect to the item on which the abstention is noted, but will be counted
as a vote "against" such item. Under the Rules of the New York Stock Exchange,
each of the proposals being considered at the meeting is considered a
"discretionary" proposal, which means that brokers who hold Fund shares in
street name for customers are authorized to vote on such proposal on behalf of
their customers with or without specific voting instructions from such
customers. Should any other matters properly come before the meeting, it is the
intention of the persons named as proxies in the enclosed proxy to act upon them
according to their best judgment.

     Only shareholders of record on June 23, 1995, may vote at the meeting or
any adjournments thereof. As of that date, there were issued and outstanding
common shares, each with a $.01 par value, of each Fund as follow:
SLA--13,437,867; ASP--5,312,521; BSP--20,189,335; and CSP--27,058,496. Common
shares represent the only class of securities of each Fund. Each shareholder of
the Funds is entitled to one vote for each share held. None of the matters to be
presented at the meeting will entitle any shareholder to appraisal rights. No
person, to the knowledge of Fund management, was the beneficial owner of more
than 5% of the voting shares of any of the Funds as of June 26, 1995.

     THE FUNDS' ANNUAL REPORTS FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1994 OF
SLA AND ASP AND MAY 31, 1995 OF BSP AND CSP, INCLUDING FINANCIAL STATEMENTS,
WERE PREVIOUSLY MAILED TO SHAREHOLDERS. IF YOU HAVE NOT RECEIVED A REPORT FOR
YOUR FUND OR WOULD LIKE TO RECEIVE ANOTHER COPY, PLEASE CONTACT THE FUNDS AT 222
SOUTH NINTH STREET, MINNEAPOLIS, MINNESOTA 55402, OR CALL 800-866-7778,
EXTENSION 6786, AND ONE WILL BE SENT, WITHOUT CHARGE, BY FIRST-CLASS MAIL WITHIN
THREE BUSINESS DAYS.

                                  PROPOSAL ONE
                             ELECTION OF DIRECTORS

     The Bylaws of each Fund provide that the shareholders have the power to fix
the number of Directors. The Directors recommend that the size of the Board of
Directors of each Fund be set at six.

     It is intended that the enclosed proxy will be voted for the shares
represented thereby for the election of the persons named below as Directors of
each Fund unless such authority has been withheld in the proxy. The term of
office of each person elected will be until the next annual meeting of
shareholders or until his or her successor is duly elected and shall qualify.
Pertinent information regarding each nominee for the past five years is set
forth following his or her name below. Each of the nominees also serves as a
Director of each of the other closed-end and open-end investment companies
managed by the Adviser (except that Mr. Bennett does not serve as a Director of
Piper Global Funds Inc.). Each of the nominees, except Ms. Emmerich, has served
as a Director of the Funds since each Fund commenced operations. Ms. Emmerich
has served as a Director of ASP and BSP since May 18, 1993 and as a Director of
SLA and CSP since commencement of operations.

<TABLE>
<CAPTION>

NAME                          AGE        PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE DURING PAST 5 YEARS

<S>                            <C>       <C>
David T. Bennett               54        Of counsel to the law firm of Gray, Plant,  Mooty, Mooty & Bennett,  P.A., located in
                                         Minneapolis,  Minnesota.  Mr.  Bennett  is  chairman  of a group  of  privately  held
                                         companies   and  serves  on  the  board  of  directors  of  a  number  of  non-profit
                                         organizations.

Jaye F. Dyer                   68        President of Dyer Management Company, a private management company,  since January 1,
                                         1991;  prior  thereto,  Mr. Dyer was  President and Chief  Executive  Officer of Dyco
                                         Petroleum  Corporation,  a Minneapolis based oil and natural gas development  company
                                         he founded,  from 1971 until March 1, 1989,  and Chairman of the Board until December
                                         31, 1990.  Mr. Dyer serves on the board of directors of  Northwestern  National  Life
                                         Insurance   Company,   The  ReliaStar   Financial   Corp.  (the  holding  company  of
                                         Northwestern  National  Life  Insurance  Company)  and  various  privately  held  and
                                         nonprofit corporations.

William H. Ellis*              53        President of Piper  Jaffray  Companies  Inc. and Piper Jaffray Inc.  since  September
                                         1982 and  Chief  Operating  Officer  of the same two  companies  since  August  1983;
                                         Director and Chairman of the Board of the Adviser  since  October 1985 and  President
                                         of the Adviser since December 1994.

Karol D. Emmerich              46        President of The Paraclete Group, a consultant to nonprofit organizations,  since May
                                         1993; prior thereto, Ms. Emmerich was Vice President,  Treasurer and Chief Accounting
                                         Officer  of Dayton  Hudson  Corporation  from 1980 to May 1993.  Ms.  Emmerich  is an
                                         Executive  Fellow at the  University  of St. Thomas  Graduate  School of Business and
                                         serves  on the  board  of  directors  of a number  of  privately  held and  nonprofit
                                         corporations.

Luella G. Goldberg             58        Member of the Board of Directors of  Northwestern  National  Life  Insurance  Company
                                         (since 1976), The ReliaStar  Financial Corp. (since 1989), TCF Financial  Corporation
                                         (since  1988),  the holding  company of TCF Bank  Savings fsb (since 1985) and Hormel
                                         Foods  Corp.  (since  1993).  Ms.  Goldberg  also  serves as a Trustee  of  Wellesley
                                         College  and  as a  director  of a  number  of  other  organizations,  including  the
                                         University of Minnesota  Foundation  and the Minnesota  Orchestral  Association.  Ms.
                                         Goldberg  was  Chairman of the Board of Trustees of  Wellesley  College  from 1985 to
                                         1993 and acting President from July 1, 1993 to October 1, 1993.

George Latimer                 59        Director, Special Actions Office, Office of the Secretary,  Department of Housing and
                                         Urban  Development  since 1993;  prior thereto,  Mr. Latimer had been Dean of Hamline
                                         Law School, Saint Paul,  Minnesota,  since 1990. Mr. Latimer also serves on the board
                                         of directors of Digital Biometrics, Inc. and Payless Cashways, Inc.

</TABLE>

*Denotes Directors who are "interested persons" (as defined by the Investment
Company Act of 1940, as amended) of the Funds. Mr. Ellis is deemed an
"interested person" of the Funds because of his positions with the Adviser
and/or its affiliates

     Except as indicated above, the Directors of the Funds are not directors of
any other "reporting companies." As of June 26, 1995, the officers and Directors
of the Funds as a group beneficially owned less than 1% of the outstanding
shares of each Fund. None of the Funds' officers or Directors has a family
relationship with any other Fund officer or Director, except that Michael P.
Jansen and Kevin A. Jansen, who are officers of each Fund, are brothers.

     The Board of Directors of each Fund has established an Audit Committee,
currently consisting of Mr. Dyer, Ms. Emmerich and Ms. Goldberg, who serves as
its chairperson. The Audit Committee met twice during the most recently ended
fiscal year for each of the Funds. The Funds do not have nominating or
compensation committees.

     The functions to be performed by the Audit Committee are to recommend
annually to the Board a firm of independent certified public accountants to
audit the books and records of the Funds for the ensuing year; to monitor that
firm's performance; to review with the firm the scope and results of each audit
and determine the need, if any, to extend audit procedures; to confer with the
firm and representatives of the Funds on matters concerning the Funds' financial
statements and reports including the appropriateness of its accounting practices
and of its financial controls and procedures; to evaluate the independence of
the firm; to review procedures to safeguard portfolio securities; to review the
purchase by the Funds from the firm of non-audit services; to review all fees
paid to the firm; and to facilitate communications between the firm and the
Funds' officers and Directors.

     The Board of Directors also has established a Committee of the Independent
Directors, consisting of Mr. Bennett, who serves as chairperson, Messrs. Dyer
and Latimer, Ms. Emmerich and Ms. Goldberg and a Derivatives Committee
consisting of Ms. Emmerich, who serves as chairperson, Ms. Goldberg and Mr.
Dyer. The Committee of the Independent Directors met two times for SLA and ASP
and ten times for BSP and CSP and the Derivatives Committee met one time (for
all Funds) from their formation on November 1, 1994 through the most recent
fiscal year end for each of the Funds.

     The functions of the Committee of the Independent Directors are: (a)
recommendation to the full Board of approval of any management, advisory,
sub-advisory and/or administration agreements; (b) recommendation to the full
Board of approval of any underwriting and/or distribution agreements; (c) review
of the fidelity bond and premium allocation; (d) review of errors and omissions
and any other joint insurance policies and premium allocation; (e) review of,
and monitoring of compliance with, procedures adopted pursuant to certain rules
promulgated under the 1940 Act; and (f) such other duties as the independent
directors shall, from time to time, conclude are necessary or appropriate to
carry out their duties under the 1940 Act. The functions of the Derivatives
Committee are: (a) to oversee practices, policies and procedures of the Adviser
in connection with the use of derivatives; (b) to receive periodic reports from
management and independent accountants; and (c) to report periodically to the
Committee of the Independent Directors and the Board of Directors.

     During their most recently ended fiscal years, there were seven meetings of
the Board of Directors of SLA and ASP and five meetings of the Board of
Directors of BSP and CSP. All Directors, except Mr. Ellis and Ms. Goldberg,
attended at least 75% of the aggregate of the meetings of the Board of Directors
and meetings of committees of which they were members that were held while they
were serving on the Board of Directors or on such committee. Mr. Ellis (who is
not on any committees) attended four of the seven meetings of the Board of
Directors of SLA and ASP. Ms. Goldberg attended seven of the ten of the
aggregate of the meetings of the Board of Directors and meetings of committees
of which she was a member of SLA and ASP.

     No compensation is paid by the Funds to any Directors who are officers or
employees of the Adviser or any of its affiliates. The Funds, together with all
closed-end investment companies managed by the Adviser, pay each of the other
Directors an aggregate quarterly retainer of $5,000, which is allocated among
the Funds and such other investment companies on the basis of each company's net
assets. In addition, each Fund pays each such Director a fee for each in-person
meeting of the Board of Directors he or she attends. Such fee is based on the
net asset value of the Fund and ranges from $250 (net assets of less than $200
million) to $1,500 (net assets of $5 billion or more). Members of the Audit
Committee who are not affiliated with the Adviser receive $1,000 per meeting
attended ($2,000 for the chairperson of such Committee) with such fee being
allocated among all closed- and open-end investment companies managed by the
Adviser on the basis of relative net asset values. Members of the Committee of
the Independent Directors and the Derivatives Committee currently receive no
additional compensation. In addition, each Director who is not affiliated with
the Adviser is reimbursed for expenses incurred in connection with attending
meetings.

     The following table sets forth the aggregate compensation received by each
Director during the most recently ended fiscal year of each Fund, as well as the
total compensation received by each Director from the Funds and all other
open-end and closed-end investment companies managed by the Adviser or an
affiliate of the Adviser (the "Fund Complex") during the calendar year ended
December 31, 1994. Directors who are officers or employees of the Adviser or any
of its affiliates did not receive any such compensation and are not included in
the table.

<TABLE>
<CAPTION>

                                                                Pension or
                                    Aggregate                   Retirement          Estimated           Total
                                  Compensation                   Benefits        Annual Benefits    Compensation
                                 from the Funds               Accrued as Part         Upon            from Fund
Director                   SLA      ASP      BSP      CSP     of Fund Expense      Retirement         Complex* 

<S>                      <C>      <C>       <C>      <C>           <C>               <C>               <C>    
David T. Bennett         $1,943   $1,943    $2,420   $2,420         None               None            $57,500
Jaye F. Dyer             $1,996   $1,996    $2,473   $2,473         None               None            $68,250
Karol D. Emmerich        $1,996   $1,996    $2,473   $2,473         None               None            $68,250
Luella G. Goldberg       $2,049   $2,049    $2,525   $2,525         None               None            $71,250
George Latimer           $1,943   $1,943    $2,420   $2,420         None               None            $65,250

</TABLE>

*  Consists of 26 open-end and closed-end investment companies managed by the
   Adviser or an affiliate of the Adviser, including the Funds. Each director
   included in the table, other than Mr. Bennett, serves on the board of each
   such open-end and closed end investment company. Mr. Bennett serves on the
   board of 24 of such open-end and closed-end investment companies.

     The Directors recommend that the shareholders of each Fund vote in favor of
the foregoing nominees to serve as Directors of each Fund. The vote of a
majority of shares of each Fund represented at the meeting, provided at least a
quorum (a majority of the outstanding shares) is represented in person or by
proxy, is sufficient for the election of the above nominees. Unless otherwise
instructed, the proxies will vote for the above six nominees. In the event any
of the above nominees are not candidates for election at the meeting, the
proxies will vote for such other persons as the Board of Directors may
designate. Nothing currently indicates that such a situation will arise.

                                  PROPOSAL TWO
                 RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

     The Investment Company Act of 1940 (the "1940 Act") 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. The 1940 Act requires that the selection be submitted
for ratification or rejection by the shareholders at their next annual meeting
following the selection.

     The Directors, including a majority who are not interested persons of the
Adviser or the Funds, have selected KPMG Peat Marwick LLP to be the Funds'
independent public accountants for the fiscal years ending November 30, 1995 for
SLA and ASP and May 31, 1996 for BSP and CSP. KPMG Peat Marwick LLP has no
direct or material indirect financial interest in the Funds or in the Adviser,
other than receipt of fees for services to the Funds. KPMG Peat Marwick LLP also
serves as the independent public accountants for each of the other investment
companies managed by the Adviser. KPMG Peat Marwick LLP has been the independent
public accountants for the Funds since each commenced operations.

     Representatives of KPMG Peat Marwick LLP are expected to be present at the
meeting. Such representatives will be given the opportunity to make a statement
to the shareholders if they desire to do so and are expected to be available to
respond to any questions that may be raised at the meeting.

     The Board of Directors recommends that the shareholders of each Fund vote
in favor of the ratification of the selection of KPMG Peat Marwick LLP as the
independent public accountants for the Funds. The vote of a majority of the
shares of each Fund represented at the meeting, provided at least a quorum (a
majority of the outstanding shares) is represented in person or by proxy, is
sufficient for the ratification of the selection of the independent public
accountants. Unless otherwise instructed, the proxies will vote for the
ratification of the selection of KPMG Peat Marwick LLP as each Fund's
independent public accountants.

                            EXECUTIVE FUND OFFICERS

     Certain information about the executive officers of the Funds is set forth
below. Unless otherwise indicated, all positions have been held more than five
years.

                                  POSITION AND TERM OF OFFICE WITH THE FUNDS AND
NAME                     AGE      BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS

Michael P. Jansen        36       President of the BSP, CSP and SLA since
                                  inception and of ASP since 1993; previously,
                                  Executive Vice President of ASP since
                                  inception; Senior Vice President of the
                                  Adviser since 1993; previously, Managing
                                  Director of Piper Jaffray, Executive Vice
                                  President of Piper Mortgage Acceptance
                                  Corporation since 1991 and Executive Vice
                                  President and Director of Premier Acceptance
                                  Corporation since 1988.



Worth Bruntjen           58       Senior Vice President of the BSP, CSP and SLA
                                  since inception and of ASP since 1993;
                                  previously, President of ASP since inception;
                                  Senior Vice President of the Adviser.



Marijo A. Goldstein      42       Senior Vice President of the Funds since 1995;
                                  previously, Vice President of the Funds since
                                  inception; Senior Vice President of the
                                  Adviser since 1993; previously Vice President
                                  of the Adviser since 1991 and a fixed income
                                  analyst of the Adviser since 1988.


Robert  H. Nelson        31       Senior Vice President of the Funds since 1995;
                                  previously, Vice President of the Funds since
                                  1993; Senior Vice President of the Adviser
                                  since November 1993; previously, Vice
                                  President of the Adviser from 1991 to 1993 and
                                  Assistant Vice President from 1989 to 1991.



James A. Berman          47       Vice President of SLA (only) since inception;
                                  Senior Vice President of the Adviser since
                                  1993; previously, Managing Director of Piper
                                  Jaffray Inc. from 1992 to 1993, prior to which
                                  he was a Vice President of Acquisitions at
                                  Sandia Mortgage Corporation from 1991 to 1992
                                  and a Director Investment Analysis and
                                  Acquisitions for Larken Properties, Inc. from
                                  1987 to 1991.



Kevin A. Jansen          30       Vice President of the Funds since inception;
                                  Vice President of the Adviser since 1993;
                                  previously, Assistant Vice President since
                                  1992 and an analyst from 1991 to 1992 of Piper
                                  Jaffray Inc.


Thomas S. McGlinch       38       Vice President of SLA (only) since inception;
                                  Vice President of the Adviser since November
                                  1992; previously, a specialty products trader
                                  at FBS Investment Services from 1990 to 1992.



John G. Wenker           43       Senior Vice President of SLA since inception
                                  and Vice President of BSP and CSP since
                                  inception and of ASP since 1992; Senior Vice
                                  President of the Adviser since 1993;
                                  previously, Managing Director of Piper Jaffray
                                  Inc. from 1992 to 1993 and Director of
                                  Revitalization Resources of the Minneapolis
                                  Community Development Agency from 1990 to
                                  1992.


David E. Rosedahl        48       Secretary of the Funds since inception;
                                  Secretary and Director of the Adviser;
                                  Managing Director, Secretary (since 1993) and
                                  General Counsel for Piper Jaffray Inc.;
                                  Managing Director and General Counsel for
                                  Piper Jaffray Companies Inc.; and General
                                  Counsel of the Adviser.



Charles N. Hayssen       44       Treasurer of the Funds since inception;
                                  Director, Chief Financial Officer and Chief
                                  Operating Officer (since 1994) of the Adviser;
                                  Managing Director of Piper Jaffray Inc. and of
                                  Piper Jaffray Companies Inc.; and Chief
                                  Financial Officer of Piper Jaffray Inc.


                            SUPPLEMENTAL INFORMATION

     Based on Fund records and other information, the Funds believe that all SEC
filing requirements applicable to their Directors, officers, Adviser and
companies affiliated with the Adviser, pursuant to Section 16(a) of the
Securities Exchange Act of 1934, with respect the Funds' most recently ended
fiscal years, were satisfied.

                             SHAREHOLDER PROPOSALS

     Any proposal by a shareholder to be considered for presentation at the next
Annual Meeting must be received at the Funds' offices, Piper Jaffray Tower, 222
South Ninth Street, Minneapolis, Minnesota 55402, no later than March 15, 1996.


Dated:  July 7, 1995                             David Evans Rosedahl, Secretary





                         AMERICAN SELECT PORTFOLIO INC.
                THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

     The undersigned appoints William H. Ellis, Charles N. Hayssen and David
Evans Rosedahl, 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
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 August 17, 1995,
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.

THE PROXIES ARE INSTRUCTED:
1.   To vote:
            ______FOR all nominees listed below
                   (except as marked to the contrary below)
            ______WITHHOLD AUTHORITY to vote for all nominees listed below

     NOMINEES: David T. Bennett, Jaye F. Dyer, William H. Ellis, Karol D.
Emmerich, Luella G. Goldberg and George Latimer. (Instruction: To withhold
authority to vote for any individual nominee, write that nominee's name on the
line provided below.)


2.   To vote:  FOR ___  AGAINST ___  ABSTAIN ___  ratification of the selection
of KPMG Peat  Marwick LLP as independent public accountants for the Fund.

     To transact any other business that may properly come before the meeting or
any adjournments thereof.

     THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. 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.


                                            Dated: _______________________, 1995

                                            ____________________________________

                                            ____________________________________

                                            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.
                THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

     The undersigned appoints William H. Ellis, Charles N. Hayssen and David
Evans Rosedahl, 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
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
August 17, 1995, 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.

THE PROXIES ARE INSTRUCTED:
1.   To vote:
            ______FOR all nominees listed below 
                   (except as marked to the contrary below) 
            ______WITHHOLD AUTHORITY to vote for all nominees listed below

     NOMINEES: David T. Bennett, Jaye F. Dyer, William H. Ellis, Karol D.
Emmerich, Luella G. Goldberg and George Latimer. (Instruction: To withhold
authority to vote for any individual nominee, write that nominee's name on the
line provided below.)


2.   To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection
of KPMG Peat Marwick LLP as independent public accountants for the Fund.

     To transact any other business that may properly come before the meeting or
any adjournments thereof.

     THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. 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.


                                            Dated: _______________________, 1995

                                            ____________________________________

                                            ____________________________________

                                            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
                THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

     The undersigned appoints William H. Ellis, Charles N. Hayssen and David
Evans Rosedahl, 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
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
August 17, 1995, 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.

THE PROXIES ARE INSTRUCTED:
1.   To vote:
            ______FOR all nominees listed below 
                   (except as marked to the contrary below) 
            ______WITHHOLD AUTHORITY to vote for all nominees listed below

     NOMINEES: David T. Bennett, Jaye F. Dyer, William H. Ellis, Karol D.
Emmerich, Luella G. Goldberg and George Latimer. (Instruction: To withhold
authority to vote for any individual nominee, write that nominee's name on the
line provided below.)


2.   To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection
of KPMG Peat Marwick LLP as independent public accountants for the Fund.

     To transact any other business that may properly come before the meeting or
any adjournments thereof.

     THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. 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.


                                            Dated: _______________________, 1995

                                            ____________________________________

                                            ____________________________________

                                            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
                THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT

     The undersigned appoints William H. Ellis, Charles N. Hayssen and David
Evans Rosedahl, 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
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
August 17, 1995, 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.

THE PROXIES ARE INSTRUCTED:
1.   To vote:
            ______FOR all nominees listed below 
                   (except as marked to the contrary below) 
            ______WITHHOLD AUTHORITY to vote for all nominees listed below

     NOMINEES: David T. Bennett, Jaye F. Dyer, William H. Ellis, Karol D.
Emmerich, Luella G. Goldberg and George Latimer. (Instruction: To withhold
authority to vote for any individual nominee, write that nominee's name on the
line provided below.)


2.   To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection
of KPMG Peat Marwick LLP as independent public accountants for the Fund.

     To transact any other business that may properly come before the meeting or
any adjournments thereof.

     THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. 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.


                                            Dated: _______________________, 1995

                                            ____________________________________

                                            ____________________________________

                                            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.












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