SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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 ss. 240.14a-11(c) or ss. 240.14a-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)
(specify)
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a96(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:
[ ] Fee paid previously by written 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:
<PAGE>
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 AUGUST 3, 2000
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 9:00 a.m., Central Time, on Thursday, August 3, 2000, on the 7th floor
of U.S. Bank Place, 601 Second Avenue South, Minneapolis, Minnesota 55402. The
purposes of the meeting are as follow:
1. To decrease the size of each Fund's Board of Directors to
eight members.
2. To elect a Board of Directors.
3. To ratify the selection of Ernst & Young LLP as independent
public accountants of each Fund for the current fiscal year.
4. To approve a change in each Fund's investment restriction
governing investments in real estate.
5. To transact such other business as may properly come before
the meeting.
EACH FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS APPROVAL OF EACH
ITEM LISTED ON THIS NOTICE OF ANNUAL MEETING OF SHAREHOLDERS.
Shareholders of record as of the close of business on June 5, 2000 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 FUND AVOID THE COST OF A FOLLOW-UP MAILING BY VOTING
TODAY.
June 26, 2000
Christopher J. Smith
Secretary
<PAGE>
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--AUGUST 3, 2000
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.
(individually, a "Fund" and collectively, the "Funds") in connection with each
Fund's annual meeting of shareholders to be held August 3, 2000, and any
adjournments thereof.
The costs of solicitation, including the cost of preparing and mailing
the Notice of Meeting of Shareholders and this Proxy Statement, will be
allocated among and borne by the Funds. Mailing of the Notice of Meeting of
Shareholders and this Proxy Statement will take place on approximately June 26,
2000. Representatives of U.S. Bank National Association ("U.S. Bank" or the
"Adviser"), the investment adviser and administrator of each Fund, may, without
cost to the Funds, solicit proxies on behalf of management of the Funds by means
of mail, telephone or personal calls. The Adviser may also arrange for an
outside firm, Shareholder Communications Corporation, to solicit shareholder
votes by telephone on behalf of the Funds. This procedure is expected to cost
approximately $9,000 per Fund, which will be paid by the Funds. The address of
the Funds and U.S. Bank is 601 Second Avenue South, Minneapolis, Minnesota
55402.
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. An abstention
or a vote withheld will be counted as shares present at the meeting in
determining whether a 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 a proposal, the shareholder will be considered present for purposes of
determining whether there is a quorum, but 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 of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the meeting 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 adjournment of the meeting).
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.
<PAGE>
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 June 5, 2000 may vote at
the meeting or any adjournment thereof. As of that date, the Funds had the
following numbers of issued and outstanding common shares: American Strategic
Income Portfolio -- 4,702,026; American Strategic Income Portfolio II --
17,886,620; American Strategic Income Portfolio III -- 23,945,768; and American
Select Portfolio -- 11,859,483.
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 the voting shares of any
Fund as of June 5, 2000, except at as follows:
<TABLE>
<CAPTION>
FUND RECORD HOLDER/ADDRESS NUMBER OF SHARES PERCENTAGE OWNERSHIP
---- --------------------- ---------------- --------------------
<S> <S> <C> <C>
American Strategic Sit Investment Associates, Inc. and 843,704 17.94%
Income Portfolio affiliated entities
("Sit Investment Associates")
4600 Norwest Center
Minneapolis, MN
American Strategic Sit Investment Associates 3,104,234 17.36%
Income Portfolio II
American Strategic Sit Investment Associates 1,898,224 7.93%
Income Portfolio III
American Select Sit Investment Associates 1,395,784 11.77%
Portfolio
</TABLE>
In the event that sufficient votes are not received for the adoption of
any proposal, an adjournment or adjournments of the meeting may be sought. Any
adjournment would require a vote in favor of the adjournment by the holders of a
majority of the shares present at the meeting (or any adjournment thereof) in
person or by proxy. In such circumstances, the persons named as proxies will
vote all shares that have voted for the proposal in favor of adjournment; shares
voted against the proposal will be voted against adjournment.
A COPY OF EACH FUND'S MOST RECENT ANNUAL REPORT AND SUBSEQUENT
SEMI-ANNUAL REPORT, IF ANY, IS AVAILABLE TO SHAREHOLDERS UPON REQUEST. IF YOU
WOULD LIKE TO RECEIVE A COPY, PLEASE CONTACT THE FUNDS AT 601 SECOND AVENUE
SOUTH, MINNEAPOLIS, MINNESOTA 55402, OR CALL 800-722-7161 AND ONE WILL BE SENT,
WITHOUT CHARGE, BY FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.
- 2 -
<PAGE>
PROPOSAL ONE
DECREASE THE SIZE OF THE BOARD OF DIRECTORS
At the meeting, shareholders of each Fund will be asked to decrease the
size of the Board of Directors from nine to eight. Under Minnesota law, while a
corporation's board of directors has the power to increase the number of
directors, shareholders must approve a decrease in the size of the board. The
directors recommend that the size of each Fund's Board of Directors be decreased
from nine to eight, the number of individuals currently serving on the Board of
Directors. A vacancy has existed on the Board of Directors of each Fund since
the death of Fund director David T. Bennett in September 1999.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND
VOTE IN FAVOR OF THE PROPOSED DECREASE IN SIZE OF THE BOARD OF DIRECTORS. For
each Fund, the vote of a majority of the shares represented at the meeting is
sufficient to approve the proposal, provided that at least a quorum (a majority
of the outstanding preferred shares and common shares) is represented in person
or by proxy. The preferred shareholders and the common shareholders vote
together as a single class. Unless otherwise instructed, the proxies will vote
for approval of the proposed decrease.
PROPOSAL TWO
ELECTION OF DIRECTORS
At the meeting, shareholders of each Fund will be asked to elect the
members of that Fund's Board of Directors. Listed below are the nominees for
director to be elected by the shareholders of each Fund. Each director is
currently a director of each Fund and has served as such since August 1998,
except for Mr. Murphy, who has served as a director of the Funds since 1999.
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. 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's
principal occupation and business experience during the past five years is set
forth below. Unless otherwise indicated, all positions have been held more than
five years. Each nominee also serves as a director of all other closed-end and
open-end investment companies managed by U.S. Bank (the "Fund Complex"). There
are currently a total of eleven closed-end investment companies and four open-
end investment companies consisting of 41 funds in the Fund Complex.
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE DURING PAST 5 YEARS
------------ ----------------------------------------------------------------
<S> <C>
Robert J. Dayton, 56 Chief Executive Officer and Chairman (1989-1993) of Okabena Company (a
private family investment office).
Roger A. Gibson, 53 Vice President of North America-Mountain Region for United Airlines since June
1995; prior to which he was Vice President, Customer Service for United Airlines
in the West Region in San Francisco, California and the Mountain Region in
Denver, Colorado; employed at United Airlines since 1967.
</TABLE>
- 3 -
<PAGE>
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE DURING PAST 5 YEARS
------------ ----------------------------------------------------------------
<S> <C>
Andrew M. Hunter III, 51 Chairman of Hunter, Keith Industries, Inc., a diversified manufacturing and
management services company.
Leonard W. Kedrowski, 57 Owner and President of Executive Management Consulting, Inc., a management
consulting firm; prior to which he was Vice President, Chief Financial Officer,
Treasurer, Secretary and Director of Anderson Corporation, a large privately-held
manufacturer of wood windows, from 1983 to 1992.
John M. Murphy, Jr.,* 58 Executive Vice President of U.S. Bancorp since January 1999; prior to which he
was Chairman and Chief Investment Officer of First American Asset Management
and U.S. Bank Trust, N.A., and Executive Vice President of U.S. Bancorp from
1991 to 1999.
Robert L. Spies, * 64 Director, Iowa Trust and Savings Bank, Emmetsburg, Iowa; prior to which he was
employed by First Bank System, Inc. (the predecessor of U.S. Bancorp) and
subsidiaries from 1957 to January 1997, most recently as Vice President, First
Bank National Association.
Joseph D. Strauss, 58 Owner and President, Strauss Management Company since 1988; owner and
President, Community Resource Partnerships, Inc., a business focused on creating
economic development and redevelopment tools for local units of government;
attorney-at-law; past Chair of the Boards of Directors of the open-end investment
companies in the Fund Complex from 1993 to September 1997.
Virginia L. Stringer, 54 Chair of the Boards of Directors of all open-end and closed-end investment
companies in the Fund Complex since September 1997; Owner and President, Strategic
Management Resources, Inc.; prior to which she was President and Director of The
Inventure Group, a management consulting and training company; President of
Scott's, Inc., a transportation company; and Vice President of Human Resources
of The Pillsbury Company.
</TABLE>
---------------
* Denotes directors who are considered to be "interested persons" (as defined by
the 1940 Act) of the Funds.
As of June 5, 2000, the officers and directors of each Fund as a group
beneficially owned less than 1% of the outstanding shares of such Fund. No
director of the Funds has any material interest in any material transaction that
occurred since the beginning of any Fund's most recently completed fiscal year,
or in any proposed material transaction, to which U.S. Bank or any of its
affiliates was or is to be a party.
The Board of Directors of each Fund has established an Audit Committee
which currently consists of Messrs. Gibson, Spies and Strauss, Ms. Stringer (ex
officio), and Mr. Kedrowski, who serves as its chairperson. Mr. Spies is
considered an "interested person" of the Funds under the 1940 Act. The Audit
Committee met five times during the fiscal year of American Strategic Income
Portfolio and American Select Portfolio ended November 30, 1999 and five times
during the fiscal year of American Strategic Income Portfolio II and American
Strategic
- 4 -
<PAGE>
Income Portfolio III ended May 31, 2000. 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 each Fund 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 each Fund on matters
concerning the Fund's 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 each Fund 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 a Nominating Committee, the functions
of which are, among others, to recommend to the Board nominees for election as
directors consistent with the needs of the Board and the Funds and to recommend
to the Board compensation plans and arrangements for directors. Current members
of the Nominating Committee are Messrs. Gibson and Kedrowski, Ms. Stringer (ex
officio), and Mr. Hunter, who serves as its chairperson. The Nominating
Committee met five times during the last fiscal year of American Strategic
Income Portfolio and American Select Portfolio and four times during the last
fiscal year of American Strategic Income Portfolio II and American Strategic
Income Portfolio III. Any recommendations should be directed to the Secretary of
the Funds, who will forward them to the Nominating Committee. The Nominating
Committee will consider nominees recommended by shareholders if the Committee is
considering other nominees at the time of the recommendation and if the nominee
meets the Committee's criteria.
The Board of Directors met four times during the last fiscal year of
American Strategic Income Portfolio and American Select Portfolio and five times
during the last fiscal year of American Strategic Income Portfolio II and
American Strategic Income Portfolio III. Each director attended at least 75% of
all meetings of the Board of Directors and of committees of which he or she was
a member that were held while he or she was serving on the Board of Directors or
on such committee.
No compensation is paid by the Funds to any director who is an officer
or employee of U.S. Bank or any of its affiliates. Each director, other than the
Chair, currently receives an annual retainer from the Fund Complex of $27,000
and a fee of $4,000 for each full Board meeting attended. The Board Chair
receives an annual retainer of $40,500 and a fee of $6,000 for each full Board
meeting attended. Each committee member, other than the chair of the applicable
committee, receives a fee of $1,200 for each committee meeting attended; the
chair of a committee receives a fee of $1,800. Directors also receive a fee of
$500 for telephonic Board or committee meetings. The Board or Committee Chair
receives a fee of $750 for such meetings. Directors are also reimbursed for
travel expenses and, in certain cases, receive a per diem fee of $1,500 when
traveling out of town on Fund business. The amounts specified in this paragraph
are allocated among the Funds and the other closed- and open-end investment
companies in the Fund Complex on the basis of net assets.
The following table sets forth the compensation received by each
director from each Fund for its most recent fiscal year, as well as the total
compensation received by each director from Fund Complex for the twelve- months
ended December 31, 1999. Mr. Murphy did not receive any compensation from any of
the Funds during these periods.
- 5 -
<PAGE>
<TABLE>
<CAPTION>
DAYTON GIBSON HUNTER KEDROWSKI SPIES STRAUSS STRINGER
--------- --------- --------- ----------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
American Strategic Income Portfolio $ 353 $ 350 $ 334 $ 401 $ 378 $ 462 $ 492
American Strategic Income Portfolio $ 353 $ 350 $ 334 $ 401 $ 378 $ 462 $ 492
II
American Strategic Income Portfolio $ 353 $ 350 $ 334 $ 401 $ 378 $ 462 $ 492
III
American Select Portfolio $ 353 $ 350 $ 334 $ 401 $ 378 $ 462 $ 492
Total from Above Funds $ 1,412 $ 1,400 $ 1,336 $ 1,604 $ 1,512 $ 1,848 $ 1,968
Total from Fund Complex* $ 55,800 $ 55,300 $ 52,800 $ 63,400 $ 59,800 $ 73,000 $ 77,700
</TABLE>
--------------------
*Currently consists of four open-end and eleven closed-end investment companies
managed by U.S. Bank, including the Funds.
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 majority of
the shares represented at the meeting is sufficient for the election of each
nominee, 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, 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 THREE
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
U.S. Bank 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 has no direct or material indirect financial interest in the Funds
or in U.S. Bank, other than receipt of fees for services to the Funds and U.S.
Bank and its affiliates. Ernst & Young also serves as the independent public
accountants for each of the other investment companies managed by U.S. Bank and
as the independent public accountants for U.S. Bank and its affiliates.
Representatives of Ernst & Young are expected to be present at the
meeting. Such 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.
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
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<PAGE>
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 public accountants.
PROPOSAL THREE
APPROVAL OF CHANGE IN THE FUNDS' INVESTMENT RESTRICTIONS
GOVERNING INVESTMENTS IN REAL ESTATE
The 1940 Act requires that each Fund have a fundamental policy
governing its ability to invest in real estate. Fundamental policies of a Fund
may not be changed without shareholder approval. The Board of Directors has
recommended that shareholders approve the replacement by each Fund of its
current policy regarding investments in real estate, listed below on the left,
with the proposed policy listed on the right.
<TABLE>
<CAPTION>
CURRENT POLICY PROPOSED POLICY
-------------- ---------------
<S> <C>
THE FUND MAY NOT PURCHASE, HOLD, SELL THE FUND WILL NOT PURCHASE OR SELL REAL ESTATE
OR DEAL IN REAL ESTATE OR INTERESTS THEREIN UNLESS ACQUIRED AS A RESULT OF OWNERSHIP OF
OTHER THAN MORTGAGE-RELATED ASSETS; SECURITIES OR OTHER INSTRUMENTS, BUT THIS SHALL NOT
PROVIDED HOWEVER THAT THE FUND MAY PREVENT THE FUND FROM INVESTING IN REAL ESTATE
HOLD AND SELL REAL ESTATE ACQUIRED AS A INVESTMENT TRUSTS, OTHER SECURITIES SECURED BY REAL
RESULT OF THE OWNERSHIP OF MORTGAGE- ESTATE OR INTERESTS THEREIN, OR DEBT OR EQUITY
RELATED ASSETS. SECURITIES ISSUED BY COMPANIES WHICH INVEST IN REAL
ESTATE OR INTERESTS THEREIN.
</TABLE>
The Funds' current policies prohibit direct investments in real estate,
but allow the Funds to invest in Mortgage-Related Assets. Mortgage-Related
Assets are defined in each Fund's prospectus as investments that directly or
indirectly represent a participation in or are secured by and payable from
mortgage loans, including Whole Loans, Participation Mortgages and
Mortgage-Backed Securities. Whole Loans are defined as entire ownership
interests in mortgage loans or installment sales contracts on residential
property. Participation Mortgages are defined as fractional interests in
mortgage loans or installment sales contracts on residential property.
Mortgage-Backed Securities are defined as securities that, directly or
indirectly, represent participations in, or are secured by and payable from,
loans secured by real property, including pass-through securities, commercial
mortgage-backed securities and certain collateralized mortgage obligations. It
is unclear whether the Funds' current policies allow investments in other types
of securities secured by real estate or interests therein, or in securities
issued by companies which invest in real estate or interests therein.
The proposed policy, while also prohibiting direct investments in real
estate, clarifies that investments in all types of securities backed by real
estate or in securities issued by companies that deal in real estate are
permitted. In particular, the proposed policy specifies that investments in real
estate investment trusts ("REITs") are permissible. REITs are publicly traded
corporations or trusts that acquire, hold and manage residential or commercial
real estate. REITs generally can be divided into the following three types:
* Equity REITs, which invest the majority of their assets directly in
real property and derive their income primarily from rents and capital
gains or real estate appreciation.
- 7 -
<PAGE>
* Mortgage REITs, which invest the majority of their assets in real
estate mortgage loans and derive their income primarily from interest
payments.
* Hybrid REITs, which combine the characteristics of equity REITs and
mortgage REITs.
If the proposed investment policy change is approved by shareholders, the Board
of Directors intends to initially limit each Fund's investments in REITs to 10%
of total assets. However, this limitation may be changed at any time by the
Board of Directors, without shareholder approval.
Under both the current policy and the proposed policy, each Fund may
hold and sell real estate that is acquired as a result of the Fund's ownership
of securities. For example, a Fund may acquire real estate as a result of a
foreclosure on a whole loan held by the Fund. In such an event, the Fund will
dispose of the property as quickly as practicable. However, there may be certain
costs and delays in the event of a foreclosure and there is no assurance that
the subsequent sale of the property will produce an amount equal to the sum of
the unpaid principal balance of the loan as of the date the borrower went into
default, accrued but unpaid interest and all foreclosure expenses, in which case
the Fund may suffer a loss. This risk will not be increased by adoption of the
proposed policy.
The Board of Directors believes that it will be in the best interests
of Fund shareholders to allow the Funds the additional investment flexibility
provided by the proposed policy. However, there are risks associated with
investments in securities and instruments of companies in the real estate
business. To the extent that a Fund makes such investments, its performance will
be affected by the condition of the real estate market. This industry is
sensitive to factors such as changes in real estate values and property taxes,
overbuilding, variations in rental income, and interest rates. Performance could
also be affected by the structure, cash flow, and management skill of real
estate companies. Particular risks associated with investments in REITs include
the fact that equity REITs will be affected by changes in the values of and
incomes from the properties they own, while mortgage REITs may be affected by
the credit quality of the mortgage loans they hold. REITs are dependent on
specialized management skills which may affect their ability to generate cash
flow for operating purposes and to make distributions to shareholders or
unitholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND
VOTE TO APPROVE THE PROPOSED CHANGE IN THAT FUND'S INVESTMENT POLICY CONCERNING
INVESTMENTS IN REAL ESTATE. For each Fund, the proposed investment policy change
must be approved by a majority of the outstanding shares of the Fund, as defined
in the 1940 Act, which means the lesser of the vote of (a) 67% of the shares of
the Fund present at a meeting where more than 50% of the outstanding shares are
present in person or by proxy, or (b) more than 50% of the outstanding shares of
the Fund. Unless otherwise instructed, the proxies will vote for the approval of
the proposed investment policy change.
EXECUTIVE OFFICERS OF THE FUNDS
Information about each executive 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 executive officer receives any compensation from the Funds.
- 8 -
<PAGE>
<TABLE>
<CAPTION>
NAME AND (AGE) POSITION/TERM OF OFFICE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
-------------- ----------------------- ------------------------------------------
<S> <C> <C>
Thomas Plumb (40) President since Chief Executive Officer of First American Asset
February 2000 Management, a division of U.S. Bank, since 1999; prior
thereto, Executive Vice President of First American
Asset Management from 1997 to 1999, Senior Vice
President of First American Asset Management from 1992
to 1997.
John G. Wenker (47) Senior Vice President Managing Director of First American Asset Management
since 1996 since May 1, 1998; prior thereto, Senior Vice President
of Piper Capital.
Jeffrey M. Wilson (44) Vice President - Senior Vice President of First American Asset
Administration since Management.
February 2000
Paul A. Dow (49) Vice President - Chief Investment Office and President of First American
Investments since Asset Management since 1999; prior thereto, senior vice
February 2000 president of First American Asset Management from 1998
to 1999, Chief Executive Officer of Piper Capital
Management Inc. ("Piper Capital") from 1997 to 1998,
Chief Investment Officer of Piper Capital from 1989 to
1997.
Robert H. Nelson (36) Treasurer since 1995 Senior Vice President of First American Asset
Management since 1998; prior thereto, Senior Vice
President of Piper Capital from 1994 to 1998.
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on Fund records and other information, the Funds believe that all
SEC filing requirements applicable to their directors and officers, U.S. Bank
and companies affiliated with U.S. Bank, pursuant to Section 16(a) of the
Securities Exchange Act of 1934, with respect to each Fund's fiscal year end
were satisfied.
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<PAGE>
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, U.S. Bank Place, 601
Second Avenue South, Minneapolis, Minnesota 55402, no later than February 26,
2001. 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 May 12, 2001.
Christopher J. Smith
Secretary
Dated: June 26, 2000
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<PAGE>
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
TIME:
Thursday, August 3, 2000
at 9:00 a.m.
PLACE:
U.S. Bank Place, 7th Floor
601 Second Avenue South
Minneapolis, Minnesota
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
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THREE EASY WAYS TO VOTE
THE ACCOMPANYING PROXY STATEMENT DISCUSSES MATTERS REGARDING THE FIRST AMERICAN
CLOSED-END FUNDS. It is important that you vote on these issues. After you have
reviewed the proxy information, please vote your shares by utilizing one of the
methods described below.
BY PHONE:
Simply dial the toll free number located on your voting
instruction form. You will need your 12 digit control number
located on the voting instruction form at the time of the
call.
BY INTERNET:
Visit http://www.proxyvote.com. Once there, enter the 12 digit
control number located on your voting instruction form.
BY MAIL:
Simply enclose your proxy card(s) in the postage-paid envelope
found within your proxy package.
YOUR VOTE IS IMPORTANT!
PLEASE VOTE TODAY.
<PAGE>
THREE EASY WAYS TO VOTE
THE ACCOMPANYING PROXY STATEMENT DISCUSSES MATTERS REGARDING THE FIRST AMERICAN
CLOSED-END FUNDS. It is important that you vote on these issues. After you have
reviewed the proxy information, please vote your shares by utilizing one of the
methods described below.
BY PHONE:
Call toll free 800-645-2380. Representatives are available
between the hours of 9:00 a.m. and 11:00 p.m. eastern time.
BY MAIL:
Simply enclose your proxy card(s) in the postage-paid envelope
found within your proxy package.
BY FAX:
Simply fax your executed proxy to 1-800-733-1885.
YOUR VOTE IS IMPORTANT!
PLEASE VOTE TODAY.
<PAGE>
[NAME OF FUND]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Paul A. Dow and Robert H. Nelson, 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 [INSERT NAME OF FUND] (the
"Fund"), held by the undersigned at the annual meeting of shareholders of the
Fund to be held on August 3, 2000, 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 ___ AGAINST ___ ABSTAIN ___ a decrease in the size of the Fund's
Board of Directors to eight members.
2. To vote:
____FOR all nominees listed below (except as marked to the contrary
below)
____WITHHOLD AUTHORITY to vote for all nominees listed below
NOMINEES: Robert J. Dayton, Roger A. Gibson, Andrew M. Hunter III, Leonard W.
Kedrowski, John M. Murphy, Jr., Robert L. Spies, Joseph D. Strauss and Virginia
L. Stringer. (Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name on the line provided below.)
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3. To vote: FOR ___ AGAINST ___ ABSTAIN ___ ratification of the selection of
Ernst & Young LLP as independent public accountants for the Fund.
4. To vote: FOR ___ AGAINST ___ ABSTAIN ___ a change in the Fund's investment
restriction governing investments in real estate to allow the Fund to invest in
real estate investment trusts, other securities secured by real estate or
interests therein, or debt or equity securities issued by companies which invest
in real estate or interests therein.
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.
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: _______________________________, 2000
____________________________________________
____________________________________________
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.
