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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-17f-2
Certificate of Accounting of
Securities and Similar
Investments in the Custody of
Management Investment Companies
Pursuant to Rule 17f-2 [17 CFR 270.17F-2]
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1. Investment Company Act File Number: Date examination completed:
811-6404, 811-6640, 811-7444, 811-7838 May 31, 1999
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2. State identification Number:
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AL AK AZ AR CA CO
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CT DE DC FL GA HI
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ID IL IN IA KS KY
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LA ME MD MA MI MN
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MS MO MT NE NV NH
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NJ NM NY NC ND OH
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OK OR PA RI SC SD
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TN TX UT VT VA WA
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WV WI WY PUERTO RICO
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Other (specify): N/A - These are closed-end funds and are traded on an exchange
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3. Exact name of investment company as specified in registration statement:
American Strategic Income Portfolio Inc.
American Strategic Income Portfolio Inc. II
American Strategic Income Portfolio Inc. III
American Select Portfolio Inc.
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4. Address of principal executive office (number, street, city, state, zip code):
601 Second Ave South
Minneapolis, MN 55402
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INSTRUCTIONS
This Form must be completed by investment companies that have custody of
securities or similar investments.
INVESTMENT COMPANY
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in compliance with
Rule 17f-2 under the Act and applicable state law, examines securities and
similar investments in the custody of the investment company.
ACCOUNTANT
3. Submit this Form to the Securities and Exchange Commission and appropriate
state securities administrators when filing the certificate of accounting
required by Rule 17f-2 under the Act and applicable state law. File the
original and one copy with the Securities and Exchange Commission's
principal office in Washington, D.C., one copy with the regional office for
the region in which the investment company's principal business operations
are conducted, and one copy with the appropriate state administrator(s), if
applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
SEC 2198 (11-91)
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REPORT OF MANAGEMENT ON COMPLIANCE WITH RULE 17f-2 OF THE
INVESTMENT COMPANY ACT OF 1940
AUGUST 16, 1999
We, as members of management of American Strategic Income Portfolio Inc.,
American Strategic Income Portfolio Inc. II, American Strategic Income Portfolio
Inc. III, and American Select Portfolio Inc., (referred to collectively as "the
Funds") are responsible for complying with the requirements of subsections (b)
and (c) of Rule 17f-2, "Custody of Investments by Registered Management
Investment Companies," of the Investment Company Act of 1940. We also are
responsible for establishing and maintaining effective internal control over
compliance with those requirements. We have performed an evaluation of the
Company's compliance with the requirements of subsections (b) and (c) of Rule
17f-2 as of May 31, 1999.
Based on this evaluation, we assert that the Funds were in compliance with the
requirements of subsections (b) and (c) of Rule 17f-2 of the Investment Company
Act of 1940 as of May 31, 1999 with respect to securities and similar
investments in whole loans reflected in the investment account of the Funds,
except for nine of the investments in whole loans for which the underlying
documentation was unable to be located at U.S. Bank National Association, the
Custodian.
/s/ Paul A. Dow
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Paul A. Dow
President
American Strategic Income Portfolio Inc.,
American Strategic Income Portfolio Inc. II,
American Strategic Income Portfolio Inc. III,
and American Select Portfolio Inc.
/s/ Robert H. Nelson
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Robert H. Nelson
Vice President and Treasurer
American Strategic Income Portfolio Inc.,
American Strategic Income Portfolio Inc. II,
American Strategic Income Portfolio Inc. III,
and American Select Portfolio Inc.
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Report of Independent Accountants
To 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.
We have examined management's assertion, included in the accompanying "Report of
Management on Compliance with Rule 17f-2 of the Investment Company Act of 1940,"
that the American Strategic Income Portfolio Inc., American Strategic Income
Portfolio Inc. II, American Strategic Income Portfolio Inc. III, and American
Select Portfolio Inc. (referred to collectively as "the Funds") complied with
the requirements of subsections (b) and (c) of Rule 17f-2 of the Investment
Company Act of 1940 ("the Act") as of May 31, 1999 with respect to securities
and similar investments in whole loans reflected in the investment accounts of
the Funds. Management is responsible for the Funds' compliance with those
requirements. Our responsibility is to express an opinion on the Funds'
compliance based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Funds'
compliance with those requirements and performing such other procedures as we
considered necessary in the circumstances. Included among our procedures were
the following tests performed as of May 31, 1999, and with respect to agreement
of security and similar investments purchases and sales, for the period from
November 30, 1998 (the date of last examination) through May 31, 1999:
- Count and inspection of underlying documentation of securities and
similar investments in whole loans designated as being held in the
vault of U.S. Bank National Association (the "Custodian") in St. Paul,
Minnesota, without prior notice to management;
- Confirmation of underlying documentation of securities and similar
investments in whole loans in-transit at the respective loan servicer
organization;
- Confirmation of all securities and similar investments held by the
Federal Reserve Bank of Minneapolis in book entry form;
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- Reconciliation of confirmation results as to all such securities and
investments in whole loans to the books and records of the Funds and
the Custodian;
- Confirmation of all repurchase agreements with brokers/banks and
agreement of underlying collateral with Custodian records; and
- Agreement of five investment purchases and five investment sales or
maturities since our last examination from the books and records of
the Funds to broker confirmations.
We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Funds' compliance with
specified requirements.
In our opinion, the Funds complied, in all material respects, with the
requirements of subsections (b) and (c) of Rule 17f-2 of the Investment Company
Act of 1940 as of May 31, 1999, with respect to securities and similar
investments in whole loans reflected in the investment accounts of the Funds,
except for the following specific instances of noncompliance with subsection
(b).
As discussed in management's assertion, included in the accompanying "Report of
Management on Compliance with Rule 17f-2 of the Investment Company Act of 1940,"
the following noncompliance occurred at the Funds as of May 31, 1999. The
underlying documentation for nine of the investments in whole loans was unable
to be located at the Custodian. However, we were asked to review alternative
documentation supporting the Funds' original investment in these loans. We also
reviewed documents received from the servicers for cash payments received on
these investments in whole loans subsequent to our count date of May 31, 1999.
This report is intended solely for the information and use of the board of
directors and management of the Funds and the Securities and Exchange Commission
and is not intended to be and should not be used by anyone other than these
specified parties.
/s/ Ernst & Young LLP
August 16, 1999
