AMERICAN STRATEGIC INCOME PORTFOLIO INC II
N-30D, 1996-02-09
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<PAGE>


                                  AMERICAN
                                  STRATEGIC
                                   INCOME
                                PORTFOLIO II
                                  *  *  *
                                 SEMIANNUAL
                                   REPORT
                                    1995

<PAGE>

                               TABLE OF CONTENTS


AVERAGE ANNUALIZED TOTAL RETURNS . . .  1
LETTER TO SHAREHOLDERS . . . . . . . .  2
MANAGING RISK  . . . . . . . . . . . .  8
FINANCIAL STATEMENTS AND NOTES . . . .  9
INVESTMENTS IN SECURITIES  . . . . . . 23
SHAREHOLDER UPDATE . . . . . . . . . . 29


AMERICAN STRATEGIC INCOME PORTFOLIO II

American Strategic Income Portfolio II is a diversified, closed-end 
investment management company. The fund's primary objective is to provide a 
high level of current income; its secondary objective is to seek capital 
appreciation. To realize its objectives, the fund emphasizes investments in 
mortgage-related assets that directly or indirectly represent a participation 
in or are secured by and payable from mortgage loans. It may also invest in 
asset-backed securities, U.S. government securities, corporate debt 
securities, municipal obligations, unregistered securities, mortgage-backed 
securities and mortgage servicing rights. The fund may borrow, including 
through the use of reverse repurchase agreements, and may purchase securities 
through the sale-forward (dollar-roll) program. Use of certain of these 
investments and investment techniques may cause the fund's net asset value to 
fluctuate to a greater extent than would be expected from interest rate 
movements alone. As with other mutual funds, there can be no assurance the 
fund will achieve its objectives. Since the fund's inception on July 30, 
1992, it has been rated Af by Standard & Poor's Ratings Group (S&P).* Fund 
shares trade on the New York Stock Exchange under the symbol BSP.

*THE FUND IS RATED Af, WHICH MEANS THE FUND'S INVESTMENTS HAVE AN OVERALL CREDIT
QUALITY OF A. CREDIT QUALITIES ARE ASSESSED BY STANDARD & POOR'S MUTUAL FUNDS
RATING GROUP. S&P DOES NOT EVALUATE THE MARKET RISK OF AN INVESTMENT WHEN
ASSIGNING A CREDIT RATING. SEE STANDARD & POOR'S CORPORATE AND MUNICIPAL RATING
DEFINITIONS FOR AN EXPLANATION OF A.

THE FUND HAS ALSO BEEN GIVEN A MARKET RISK RATING BY S&P, WHICH WE CANNOT
PUBLISH DUE TO NASD REGULATIONS. RISK RATINGS EVALUATE VARIOUS INVESTMENT RISKS
THAT CAN AFFECT THE PERFORMANCE OF A BOND FUND AND INDICATE THE FUND'S OVERALL
STABILITY AND SENSITIVITY TO CHANGING MARKET CONDITIONS. THESE RATINGS ARE
AVAILABLE BY CALLING S&P AT 1-800-424-FUND.

<PAGE>

                 AVERAGE ANNUALIZED TOTAL RETURNS

PERIODS ENDED NOVEMBER 30, 1995

[GRAPH]

THE AVERAGE ANNUALIZED TOTAL RETURN FIGURES FOR AMERICAN STRATEGIC INCOME 
PORTFOLIO II ARE BASED ON THE CHANGE IN ITS NET ASSET VALUE (NAV), ASSUME ALL 
DISTRIBUTIONS WERE REINVESTED AND DO NOT REFLECT SALES CHARGES. NAV-BASED 
PERFORMANCE IS USED TO MEASURE INVESTMENT MANAGEMENT RESULTS. 

TOTAL RETURNS BASED ON THE CHANGE IN MARKET PRICE FOR THE ONE-YEAR, 
THREE-YEAR AND SINCE INCEPTION PERIODS ENDED NOVEMBER 30, 1995, WERE 10.91%, 
0.32% AND 1.24%, RESPECTIVELY. THESE FIGURES ALSO ASSUME REINVESTED 
DISTRIBUTIONS AND DO NOT REFLECT SALES CHARGES.

THE LEHMAN BROTHERS MUTUAL FUND GOVERNMENT/MORTGAGE INDEX IS COMPRISED OF ALL 
U.S. GOVERNMENT AGENCY AND TREASURY SECURITIES AND AGENCY MORTGAGE-BACKED 
SECURITIES. DEVELOPED BY LEHMAN BROTHERS FOR COMPARATIVE USE BY THE MUTUAL 
FUND INDUSTRY, THIS INDEX IS UNMANAGED AND DOES NOT INCLUDE ANY FEES OR 
EXPENSES IN ITS TOTAL RETURN FIGURES.

THE LIPPER CLOSED-END U.S. MORTGAGE FUNDS AVERAGE REPRESENTS THE AVERAGE 
ANNUALIZED TOTAL RETURN, WITH DIVIDENDS REINVESTED, OF SIMILAR CLOSED-END 
MUTUAL FUNDS AS CHARACTERIZED BY LIPPER ANALYTICAL SERVICES.

PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND 
MARKET VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT FUND SHARES, WHEN SOLD, 
MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

                                  1

<PAGE>

               AMERICAN STRATEGIC INCOME PORTFOLIO II

[PHOTO]
John Wenker

[PHOTO]
David Steele

JOHN WENKER ASSUMED THE ROLE OF PRIMARY PORTFOLIO MANAGER OF AMERICAN 
STRATEGIC INCOME PORTFOLIO II IN NOVEMBER 1995.  JOHN, WHO HAS ASSISTED WITH 
THE FUND'S MANAGEMENT SINCE 1992, HAS BEEN RESPONSIBLE FOR THE ACQUISITION 
AND DUE DILIGENCE OF MANY OF THE SINGLE-FAMILY, MULTIFAMILY AND COMMERCIAL 
MORTGAGE LOANS IN THE FUND. PRIOR TO JOINING PIPER CAPITAL MANAGEMENT, JOHN 
MANAGED SINGLE-FAMILY AND MULTIFAMILY REVENUE BOND FINANCINGS FOR A FINANCIAL 
FIRM. RUSS KAPPENMAN WILL ASSIST PRIMARILY WITH THE ACQUISITION OF THE FUND'S 
MORTGAGE LOANS. DAVID STEELE WILL ASSIST WITH THE MANAGEMENT OF THE FUND'S 
OTHER SECURITIES. MIKE JANSEN, WHO PREVIOUSLY MANAGED THE FUND, AND KEVIN 
JANSEN, AN ASSISTANT FUND MANAGER, LEFT PIPER CAPITAL TO PURSUE OTHER CAREER 
OPPORTUNITIES.


January 26, 1996



Dear Shareholders:

FOR THE SIX-MONTH PERIOD ENDED NOVEMBER 30, 1995, AMERICAN STRATEGIC INCOME 
PORTFOLIO II HAD A NET ASSET VALUE TOTAL RETURN OF 5.53%.* This return 
includes reinvested distributions but not sales charges. This compares to a 
6.13% return for the Lehman Brothers Mutual Fund Government/Mortgage Index 
and a 6.24% return for the Lipper Closed-End U.S. Mortgage Funds Average 
during this same period. The fund's underperformance is primarily due to 
price caps on the mortgage loans in the fund. These caps limited the price 
increase on these mortgage loans as interest rates fell. The index and 
average did not contain mortgage loans and were not restricted by these caps. 
While the fund continues to trade at a discount to net asset value, we 
believe the changes we've made to reduce its net asset value volatility and 
stabilize earnings, as discussed below, could help improve the fund's market 
price over time. (See page 4 for an explanation of premium vs. discount.) As 
of January 18, the fund's market price was $11.13 and its net asset value was 
$13.16 per share. For the six-month period ended November 30, 1995, the 
fund's total return based on market price was 3.40%, including reinvested 
distributions but not sales charges.

* PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN 
AND MARKET VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT FUND SHARES, WHEN 
SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.


                                     2

<PAGE>

                   AMERICAN STRATEGIC INCOME PORTFOLIO II

PORTFOLIO COMPOSITION 
NOVEMBER 30, 1995

[GRAPH]


THE MARKET ENVIRONMENT DURING THE YEAR PLAYED A MAJOR ROLE IN THE FUND'S 
STRONG NET ASSET VALUE PERFORMANCE. Interest rates have declined since the 
beginning of 1995 due to signs of slowing economic growth. As a result, bond 
prices in general increased. In addition, an improved market for rental 
housing during the year increased the value of the fund's holdings of 
multifamily loans. If rates remain at current levels or decline further for a 
sustained period of time, the prepayment rates for mortgage loans in the fund 
may accelerate. Because most of the mortgages in the fund are purchased at a 
discount and prepay at face value, prepayments could temporarily increase 
earnings in the fund. However, we would then have to reinvest these 
prepayments at lower interest rates which would ultimately decrease the 
fund's earnings.

DURING THE YEAR, OUR GOAL HAS BEEN TO STABILIZE THE FUND'S NET ASSET VALUE 
AND EARNINGS. We did this by selling substantially all of the fund's Z-bonds, 
inverse floaters, principal-only, interest-only and inverse interest-only 
securities. As interest rates fell, the fund benefited from the increase in 
value of these mortgage-backed derivatives following their lows in 1994. The 
fund does have a small position remaining in interest-only securities, which 
represents less than 0.5% of total assets. Also, in December we significantly 
decreased the fund's position in subordinated mortgage-backed securities; 
however, the fund does still own a small position in these securities.


                                  3


<PAGE>

             AMERICAN STRATEGIC INCOME PORTFOLIO II

PREMIUM VS. DISCOUNT

The underlying value of a fund's securities and other assets, minus its 
liabilities, is the fund's "net asset value." Closed-end funds may trade in 
the market at a price that is equal to, above, or below this net asset value. 
Shares are trading at a "premium" when investors purchase or sell shares in 
the market at a price that is greater than the shares' net asset value. 
Conversely, when investors purchase or sell shares in the market at a price 
that is lower than the shares' net asset value, shares are said to be trading 
at a "discount."


AS WE SOLD THE MORTGAGE-BACKED SECURITIES LISTED ABOVE, WE REINVESTED THE 
PROCEEDS IN MORTGAGE LOANS AND U.S. TREASURY SECURITIES. As of November 30, 
44% of the fund's total assets were invested in single-family (home) loans, 
25% in multifamily (apartment) loans, and 18% in Treasury securities. It is 
our goal to maintain the fund's investments in mortgage loans and Treasuries 
at approximately these levels. This is consistent with our strategy of 
focusing on securities that may involve more credit risk and moving away from 
those that are more sensitive to changing interest rates. We continue to 
borrow in the fund through reverse repurchase agreements, which as of 
November 30 accounted for 16% of the fund's total assets, and invest the 
proceeds in Treasury securities. While borrowing can potentially increase the 
fund's earnings, it can also increase the fund's net asset value volatility.

ON JANUARY 26, PIPER CAPITAL ANNOUNCED THAT BEGINNING IN FEBRUARY, THE FUND'S 
MONTHLY DIVIDEND WILL BE REDUCED FROM 10.25 CENTS PER SHARE TO 9.5 CENTS PER 
SHARE. Because the fund is only earning 8.55 cents per share (based on a 
three-month average), it has been relying on its dividend reserve to help pay 
its monthly dividend. Therefore, the fund's Dividend Committee lowered the 
monthly dividend to bring it closer to the fund's monthly earnings. While we 
believe the recent changes we've made to the fund have resulted in more 
stable monthly earnings, the fund is still earning less than the 9.5 cents 
per share dividend we will begin paying in February. If the fund continues to 
earn less than its monthly dividend, further reductions will be made until 
the fund has reached an appropriate dividend level given its monthly 
earnings. As of November 30, the fund's dividend reserve was approximately 12 
cents per 


                                    4

<PAGE>


                AMERICAN STRATEGIC INCOME PORTFOLIO II

GEOGRAPHICAL DISTRIBUTION
NOVEMBER 30, 1995

[MAP]


share. Keep in mind that the dividend reserve is reflected in the fund's net 
asset value and any reduction in the dividend reserve will reduce the fund's 
net asset value penny for penny. 

ALTHOUGH THE FUND'S EARNINGS HAVE DECLINED FROM THEIR HIGHS IN PREVIOUS 
YEARS, THE FUND CONTINUES TO GENERATE ATTRACTIVE EARNINGS LEVELS. The fund's 
current monthly earnings rate of 8.55 cents per share (based on a three-month 
average) would result in an annualized earnings rate of 9.12% on the November 
30 market price and 6.84% on the initial public offering price of $15 per 
share. Keep in mind that past performance does not guarantee future results 
and these rates will fluctuate.


                                   5

<PAGE>

                AMERICAN STRATEGIC INCOME PORTFOLIO II

DURING THE YEAR, WE SUCCESSFULLY MANAGED THE RISKS INVOLVED WITH MORTGAGE 
LOANS. (See page 8 for a discussion of risks.) We believe we are better able 
to manage and predict credit risk and loss on loans for moderately valued 
homes than for higher valued homes. As of November 30, the fund held 2,412 
single-family loans which, on average, had a relatively modest value of 
approximately $70,000. The average balance remaining on these loans was 
approximately $58,800. To date, we have kept our losses from our 
single-family loans to less than two cents per share. We follow a similar 
philosophy when purchasing multifamily loans. We believe that smaller loans 
spread out in several states are less likely to cause losses in the fund. On 
November 30, we had 35 multifamily loans with an average loan balance of 
approximately $2,165,200. To date, there have been no losses to the fund from 
our investments in multifamily loans. Although we conduct extensive risk 
analysis on loans we purchase, delinquent loans are an inherent risk in the 
fund. A loan is considered delinquent when a borrower has missed two or more 
payments. As of November 30, mortgage loans representing 7% of total net 
assets were delinquent. Because delinquent loans require a high level of 
attention, we place them with loan servicers who work hard to convey to 
borrowers that their first responsibility each month is to make their house 
payments. If it becomes necessary to put a loan in foreclosure, our loan 
servicers will proceed with the process as quickly as possible. 

WE BELIEVE GEOGRAPHIC DIVERSIFICATION IS ESSENTIAL TO THE FUND. The mortgage 
loans in which the fund invests are backed by property located throughout the 
country. (See map on page 5.) Our largest concentrations of loans are in 
Texas and California. Because these states have large populations, they offer 
more loans. In 


                                    6

<PAGE>

                  AMERICAN STRATEGIC INCOME PORTFOLIO II

addition, these states experienced adverse economic conditions during the 
past few years, and we have been able to purchase loans at what we believe 
are attractive price levels. Both Texas and California are currently 
experiencing economic recoveries.

LOOKING AHEAD, WE BELIEVE THE FUND'S NET ASSET VALUE AND EARNINGS SHOULD BE 
MORE CONSISTENT THAN IN THE PAST. By selling most of the fund's Z-bonds, 
inverse floaters, principal-only, interest-only and inverse interest-only 
securities, we believe we have reduced interest rate risk and focused the 
fund's investments where we feel we can currently add the most value - in the 
mortgage loan area. We will continue to emphasize mortgage loans in an effort 
to achieve high current income.

Although I have assisted with the fund's management in the past, I am pleased 
to be addressing you for the first time as the fund's manager. My efforts and 
those of the fund's management team continue to be dedicated to reaching the 
fund's objectives and helping you achieve your financial goals. Thank you for 
your investment in American Strategic Income Portfolio II.

Sincerely,

/s/ John Wenker

John Wenker
Portfolio Manager


                                   7

<PAGE>


                             MANAGING RISK

MANAGING THE RISKS OF MORTGAGE-RELATED ASSETS

All funds that invest in mortgage-related securities are subject to certain 
risks. This list briefly summarizes some of the primary risks associated with 
mortgage-related assets and does not include all risks related to mortgage 
securities.

Among these risks is PREPAYMENT RISK in which principal payments are prepaid 
at unexpected rates. Prepayment rates are influenced by changes in interest 
rates and a variety of other factors. If the fund buys a mortgage loan at a 
premium, a fast prepayment rate will reduce the fund's yield and a slow 
prepayment rate will increase its yield. If a mortgage loan is purchased at a 
discount, the opposite will occur. There is  also the chance that proceeds 
from prepaid loans will have to be reinvested in lower-yielding investments. 

Like all fixed income investments, the prices of securities in the fund are 
sensitive to changing interest rates - otherwise known as INTEREST RATE RISK. 
When rates increase, the value of securities can decrease. Conversely, when 
rates decline, the value of securities can rise. However, mortgage-related 
assets may benefit less than other fixed income securities from declining 
interest rates because of prepayment risk.

The fund's mortgage loans are subject to some unique risks such as credit 
risk and real estate risk. Since the fund's mortgage loans generally aren't 
backed by any government guarantee or private credit enhancement, they face 
CREDIT RISK. This is the risk of loss arising from default if the borrower 
fails to make payments on the loan. This risk may be greater during periods 
of declining or stagnant real estate values. Mortgage loans are also subject 
to REAL ESTATE RISKS including property risk (the risk that the physical 
condition and value of the property will decline) and the legal risk of 
holding any mortgage loan. 

To date, we have successfully managed the unique risks of mortgage loans 
through extensive risk analysis. We review the loan's legal documents and the 
borrower's mortgage payment history; assess the local market and property 
value; and obtain a drive-by assessment of the property. As part of our 
strategy to manage the real estate risk of the fund's multifamily (apartment) 
loans, we perform a detailed inspection of each property; study the competing 
properties in the area; interview property managers; and obtain engineering 
and environmental reports from experts.


                                       8

<PAGE>
- --------------------------------------------------------------------------------
                        FINANCIAL STATEMENTS (UNAUDITED)
 
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1995
 
<TABLE>
<S>                                                           <C>
ASSETS:
  Investments in securities at market value*
    (including a repurchase agreement of $11,940,000) (note
    2) ................................................... $     307,031,666
  Real estate owned (identified cost: $1,995,145) (note
    2) .....................................................       1,813,946
  Cash in bank on demand deposit ...........................       1,270,499
  Mortgage security paydowns receivable ....................          69,551
  Accrued interest receivable ..............................       2,757,078
                                                              -----------------
      Total assets .........................................     312,942,740
                                                              -----------------
 
LIABILITIES:
  Reverse repurchase agreements payable ....................      50,000,000
  Payable for fund shares retired ..........................         121,275
  Accrued investment management fee ........................         135,654
  Accrued administrative fee ...............................          42,786
  Accrued interest .........................................         240,833
  Payable for federal excise taxes (note 2) ................          17,072
  Other accrued expenses ...................................          20,904
                                                              -----------------
      Total liabilities ....................................      50,578,524
                                                              -----------------
Net assets applicable to outstanding capital stock ....... $     262,364,216
                                                              -----------------
                                                              -----------------
 
REPRESENTED BY:
  Capital stock - authorized 1 billion shares of $0.01 par
    value; outstanding, 20,051,135 shares ................ $         200,511
  Additional paid-in capital ...............................     282,944,247
  Undistributed net investment income ......................       2,526,205
  Accumulated net realized loss on investments .............     (28,868,551)
  Unrealized appreciation of investments ...................       5,561,804
                                                              -----------------
      Total - representing net assets applicable to
        outstanding capital stock ........................ $     262,364,216
                                                              -----------------
                                                              -----------------
 
Net asset value per share of outstanding capital stock ... $           13.08
                                                              -----------------
                                                              -----------------
 
* Investments in securities at identified cost ........... $     301,288,663
                                                              -----------------
                                                              -----------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
 
                                       9
<PAGE>
- --------------------------------------------------------------------------------
                        FINANCIAL STATEMENTS (UNAUDITED)
 
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 1995
 
<TABLE>
<S>                                                           <C>
INCOME:
  Interest (net of interest expense of $1,616,590) ....... $      12,015,756
                                                              -----------------
 
EXPENSES (NOTE 3):
  Investment management fee ................................         797,517
  Administrative fee .......................................         261,951
  Custodian, accounting and transfer agent fees ............          74,010
  Reports to shareholders ..................................          51,747
  Mortgage servicing fees ..................................         312,261
  Directors' fees ..........................................           6,517
  Audit and legal fees .....................................          58,291
  Federal excise taxes (note 2) ............................          17,072
  Other expenses ...........................................          64,524
                                                              -----------------
      Total expenses .......................................       1,643,890
  Less expenses paid indirectly ............................          (9,749)
                                                              -----------------
      Total net expenses ...................................       1,634,141
                                                              -----------------
 
      Net investment income ................................      10,381,615
                                                              -----------------
 
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
  Net realized gain on investments (note 4) ................       4,888,578
  Net realized loss on closed or expired option contracts
    written (note 5) .......................................        (811,055)
                                                              -----------------
    Net realized gain on investments .......................       4,077,523
  Net change in unrealized appreciation or depreciation of
    investments ............................................        (355,933)
                                                              -----------------
    Net gain on investments ................................       3,721,590
                                                              -----------------
 
      Net increase in net assets resulting from
        operations ....................................... $      14,103,205
                                                              -----------------
                                                              -----------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
 
                                       10
<PAGE>
- --------------------------------------------------------------------------------
                        FINANCIAL STATEMENTS (UNAUDITED)
 
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 1995
 
<TABLE>
<S>                                                           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Interest income ........................................ $       12,015,756
  Net expenses .............................................       (1,634,141)
                                                              ------------------
      Net investment income ................................       10,381,615
                                                              ------------------
 
Adjustments to reconcile net investment income to net cash
  provided by operating activities:
    Change in accrued interest and mortgage security
      paydowns receivable ..................................          133,768
    Net amortization of bond discount and premium ..........           46,215
    Change in accrued fees and expenses ....................          (27,156)
                                                              ------------------
      Total adjustments ....................................          152,827
                                                              ------------------
 
      Net cash provided by operating activities ............       10,534,442
                                                              ------------------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sales of investments .......................      185,046,847
  Purchases of investments .................................     (178,078,026)
  Net sales of short-term securities .......................        1,101,000
  Net premiums paid for option contracts written ...........       (1,245,821)
                                                              ------------------
      Net cash provided by investing activities ............        6,824,000
                                                              ------------------
 
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net payments for reverse repurchase agreements ...........       (2,700,000)
  Retirement of fund shares ................................       (1,569,260)
  Distributions paid to shareholders .......................      (12,605,492)
                                                              ------------------
      Net cash used by financing activities ................      (16,874,752)
                                                              ------------------
  Net increase in cash .....................................          483,690
  Cash at beginning of period ..............................          786,809
                                                              ------------------
 
      Cash at end of period .............................. $        1,270,499
                                                              ------------------
                                                              ------------------
 
Supplemental disclosure of cash flow information:
  Cash paid for interest on reverse repurchase
    agreements ........................................... $        1,649,340
                                                              ------------------
                                                              ------------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
 
                                       11
<PAGE>
- --------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS
 
STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
 
                                                              Six Months Ended
                                                                  11/30/95           Year Ended
                                                                 (Unaudited)           5/31/95
                                                              -----------------   -----------------
<S>                                                           <C>                 <C>
OPERATIONS:
  Net investment income .................................. $      10,381,615          24,498,188
  Net realized gain (loss) on investments ..................       4,077,523         (25,416,900)
  Net change in unrealized appreciation or depreciation of
    investments ............................................        (355,933)         28,618,130
                                                              -----------------   -----------------
 
    Net increase in net assets resulting from operations ...      14,103,205          27,699,418
                                                              -----------------   -----------------
 
DISTRIBUTIONS TO SHAREHOLDERS:
  From net investment income ...............................     (12,605,492)        (27,495,115)
                                                              -----------------   -----------------
 
CAPITAL SHARE TRANSACTIONS:
  Payments for retirement of 140,400 and 252,000 shares,
    respectively (note 7) ..................................      (1,588,895)         (2,849,802)
                                                              -----------------   -----------------
      Total decrease in net assets .........................         (91,182)         (2,645,499)
 
Net assets at beginning of period ..........................     262,455,398         265,100,897
                                                              -----------------   -----------------
 
Net assets at end of period .............................. $     262,364,216         262,455,398
                                                              -----------------   -----------------
                                                              -----------------   -----------------
 
Undistributed net investment income ...................... $       2,526,205           4,750,082
                                                              -----------------   -----------------
                                                              -----------------   -----------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
 
                                       12
<PAGE>
- --------------------------------------------------------------------------------
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 
(1) ORGANIZATION
                American Strategic Income Portfolio Inc. II (the fund), is
                registered under the Investment Company Act of 1940 (as amended)
                as a diversified, closed-end management investment company. The
                fund's primary objective is to provide a high level of current
                income; its secondary objective is to seek capital appreciation.
                To realize its objectives, the fund emphasizes investments in
                mortgage-related assets that directly or indirectly represent a
                participation in or are secured by and payable from mortgage
                loans. The fund commenced operations on July 30, 1992, upon
                completion of its initial public offering of common stock.
                Shares of the fund are listed on the New York Stock Exchange
                under the symbol BSP.
(2) SIGNIFICANT
    ACCOUNTING
    POLICIES
                INVESTMENTS IN SECURITIES
                The fund's mortgage-related investments such as whole loans,
                participation mortgages and mortgage servicing rights are
                initially valued at cost and their values are subsequently
                monitored and adjusted pursuant to a pricing model designed to
                reflect the present value of the projected stream of cash flows
                on such investments. The pricing model takes into account a
                number of relevant factors including the projected rate of
                prepayments, the projected rate and severity of defaults, the
                delinquency profile, the expected yield at purchase, changes in
                prevailing interest rates and changes in the real or perceived
                liquidity of whole loans and participation mortgages, as the
                case may be. Certain elements of the pricing model involve
                subjective judgment. Additionally, certain other factors will be
                considered in the determination of the valuation of investments
                in multifamily and commercial loans, including but not limited
                to, results of annual inspections of the properties by the
                adviser or a servicing agent retained by the adviser, reviews of
                annual unaudited financial statements of the properties,
                monitoring of local and other economic conditions and their
                impact on local real estate values and analysis of rental
                vacancy rates at the properties. Subjective adjustments to the
                valuation of such investments in multifamily and commercial
                loans may be made based upon the adviser's analysis of such
                information. The actual values that may be realized upon the
                sale of whole loans and participation mortgages can only be
                determined in negotiations between the fund and third parties.
 
                The values of other fixed income securities are determined using
                pricing services or prices quoted by independent brokers.
 
                                       13
<PAGE>
- --------------------------------------------------------------------------------
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                Exchange-listed options are valued at the last sales price and
                open financial futures contracts are valued at the last
                settlement price. When market quotations for other fixed income
                securities are not readily available, such securities are valued
                at fair value according to methods selected in good faith by the
                board of directors.
 
                Securities transactions are accounted for on the date the
                securities are purchased or sold. Realized gains and losses are
                calculated on the identified-cost basis. Interest income,
                including amortization of bond discount and premium computed on
                a level-yield basis, is accrued daily. Costs associated with
                acquiring whole loans and participation mortgages are
                capitalized and included in the cost basis of the loans
                purchased.
 
                OPTION TRANSACTIONS
                For hedging purposes, the fund may buy and sell put and call
                options, write covered call options on portfolio securities, and
                write cash-secured puts. The risk in writing a call option is
                the fund gives up the opportunity for profit if the market price
                of the security increases and the option is exercised. The risk
                in writing a put option is the fund may incur a loss if the
                market price of the security decreases and the option is
                exercised. The risk in buying an option is the fund pays a
                premium whether or not the option is exercised. The fund also
                has the additional risk of not being able to enter into a
                closing transaction if a liquid secondary market does not exist.
                The fund also may write over-the-counter options where the
                completion of the obligation is dependent upon the credit
                standing of the other party.
 
                Option contracts are valued daily and unrealized appreciation or
                depreciation is recorded. The fund will realize a gain or loss
                upon expiration or closing of the option transaction. When an
                option is exercised, the proceeds on the sale of a written call
                option, the purchase cost for a written put option or the
                security cost of a purchased put or call option is adjusted by
                the amount of premium received or paid.
 
                FUTURES TRANSACTIONS
                In order to gain exposure to or protect against changes in the
                market, the fund may buy and sell financial futures contracts
                and
 
                                       14
<PAGE>
- --------------------------------------------------------------------------------
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                related options. Risks of entering into futures contracts and
                related options include the possibility there may be an illiquid
                market and that a change in the value of the contract or option
                may not correlate with changes in the value of the underlying
                securities.
 
                Upon entering into a futures contract, the fund is required to
                deposit either cash or securities in an amount (initial margin)
                equal to a certain percentage of the contract value. Subsequent
                payments (variation margin) are made or received by the fund
                each day. The variation margin payments are equal to the daily
                changes in the contract value and are recorded as unrealized
                gains and losses. The fund recognizes a realized gain or loss
                when the contract is closed or expires.
 
                INTEREST RATE TRANSACTIONS
                To preserve a return or spread on a particular investment or
                portion of its portfolio or for other non-speculative purposes,
                the fund may enter into various hedging transactions, such as
                interest rate swaps and the purchase of interest rate caps and
                floors. Interest rate swaps involve the exchange of commitments
                to pay or receive interest, e.g., an exchange of floating rate
                payments for fixed rate payments. The purchase of an interest
                rate cap entitles the purchaser, to the extent that a specified
                index exceeds a predetermined interest rate, to receive payments
                of interest on a contractually based notional principal amount
                from the party selling the interest rate cap. The purchase of an
                interest rate floor entitles the purchaser, to the extent that a
                specified index falls below a predetermined interest rate, to
                receive payments of interest on a contractually based notional
                principal amount from the party selling the interest rate floor.
 
                If forecasts of interest rates and other market factors are
                incorrect, investment performance will diminish compared to what
                performance would have been if these investment techniques were
                not used. Even if the forecasts are correct, there is risk that
                the positions may correlate imperfectly with the asset or
                liability being hedged. Other risks of entering into these
                transactions are that a liquid secondary market may not always
                exist, or that the other party to the transaction may not
                perform.
 
                For interest rate swaps, caps and floors, the fund accrues
                weekly, as an increase or decrease to interest income, the
                current net amount
 
                                       15
<PAGE>
- --------------------------------------------------------------------------------
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                due to or owed by the fund. Interest rate swaps, caps and floors
                are valued from prices quoted by independent brokers. These
                valuations represent the present value of all future cash
                settlement amounts based upon implied forward interest rates.
 
                WHOLE LOANS AND PARTICIPATION MORTGAGES
                Whole loans and participation mortgages may bear a greater risk
                of loss arising from a default on the part of the borrower of
                the underlying loans than do traditional mortgage-backed
                securities. This is because whole loans and participation
                mortgages, unlike most mortgage-backed securities, generally are
                not backed by any government guarantee or private credit
                enhancement. Such risk may be greater during a period of
                declining or stagnant real estate values. In addition,
                individual loans underlying whole loans and participation
                mortgages may be larger than those underlying mortgage-backed
                securities. At November 30, 1995, whole loans representing 7% of
                net assets were considered by the fund to be delinquent as to
                the timely monthly payment of principal and interest. The fund
                does not record past due interest as income until it is
                received.
 
                There may be certain costs and delays in the event of a
                foreclosure. Also, 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 unpaid interest and all
                foreclosure expenses. In this case the fund may suffer a loss.
                Real estate acquired through foreclosure, if any, is recorded at
                estimated fair value. At November 30, 1995, the fund owned 25
                homes valued at $1,813,946, or 0.69% of net assets. The fund
                recognized net realized losses of $99,446 on real estate sold
                during the six months ended November 30, 1995. Additionally,
                with respect to participation mortgages, the fund generally will
                not be able to unilaterally enforce its rights in the event of a
                default, but rather will be dependent upon the cooperation of
                the other participation holders.
 
                SECURITIES PURCHASED ON A WHEN-ISSUED BASIS
                Delivery and payment for securities that have been purchased by
                the fund on a forward-commitment or when-issued basis can take
                place a month or more after the transaction date. During this
                period, such securities do not earn interest, are subject to
                market fluctuation and
 
                                       16
<PAGE>
- --------------------------------------------------------------------------------
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                may increase or decrease in value prior to their delivery. The
                fund maintains, in a segregated account with its custodian,
                assets with a market value equal to the amount of its purchase
                commitments. The purchase of securities on a when-issued or
                forward-commitment basis may increase the volatility of the
                fund's NAV to the extent the fund makes such purchases while
                remaining substantially fully invested. As of November 30, 1995,
                the fund had no outstanding when-issued or forward commitments.
 
                In connection with its ability to purchase securities on a
                when-issued or forward-commitment basis, the fund may enter into
                mortgage "dollar rolls" in which the fund sells securities for
                delivery in the current month and simultaneously contracts with
                the same counterparty to repurchase similar (same type, coupon
                and maturity) but not identical securities on a specified future
                date. As an inducement to "roll over" its purchase commitments,
                the fund receives negotiated fees. For the six months ended
                November 30, 1995, the fund earned no such fees.
 
                FEDERAL TAXES
                The fund intends to comply with the requirements of the Internal
                Revenue Code applicable to regulated investment companies and
                not be subject to federal income tax. Therefore, no income tax
                provision is required. However, the fund incurred federal excise
                taxes of $17,072, or $0.001 per share, on income retained by the
                fund during the excise tax year ended December 31, 1995.
 
                Net investment income and net realized gains (losses) may differ
                for financial statement and tax purposes primarily because of
                losses deferred due to "wash sale" and "straddle" transactions,
                the timing of recognition of income on interest-only securities
                and the non-deductibility of excise tax payments for purposes of
                computing taxable income. The character of distributions made
                during the year from net investment income or net realized gains
                may differ from their ultimate characterization for federal
                income tax purposes. The effect on dividend distribution of
                certain book-to-tax differences is presented as an "excess
                distribution" in the Statement of Changes in Net Assets and
                Financial Highlights. In addition, due to the timing
 
                                       17
<PAGE>
- --------------------------------------------------------------------------------
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                of dividend distributions, the fiscal year in which amounts are
                distributed may differ from the year the income or realized
                gains (losses) were recorded by the fund.
 
                DISTRIBUTIONS
                The fund pays monthly distributions from net investment income.
                Realized capital gains, if any, will be distributed on an annual
                basis. These distributions are recorded as of the close of
                business on the ex-dividend date. Such distributions are payable
                in cash or, pursuant to the fund's dividend reinvestment plan,
                reinvested in additional shares of the fund's capital stock.
                Under the plan, fund shares will be purchased in the open market
                unless the market price plus commission exceeds the net asset
                value by 5% or more. If, at the close of business on the
                dividend payment date, the shares purchased in the open market
                are insufficient to satisfy the dividend reinvestment
                requirement, the fund will issue new shares at a discount of up
                to 5% from the current market price.
 
                REPURCHASE AGREEMENTS
                For repurchase agreements entered into with certain
                broker-dealers, the fund, along with other affiliated registered
                investment companies, may transfer uninvested cash balances into
                a joint trading account, the daily aggregate of which is
                invested in repurchase agreements secured by U.S. government and
                agency obligations. Securities pledged as collateral for all
                individual and joint repurchase agreements are held by the
                fund's custodian bank until maturity of the repurchase
                agreement. Provisions for all agreements ensure the daily market
                value of the collateral is in excess of the repurchase amount in
                the event of default.
 
                USE OF ESTIMATES
                The preparation of financial statements in conformity with
                generally accepted accounting principles requires management to
                make estimates and assumptions that affect the reported amounts
                of assets and liabilities and disclosure of contingent assets
                and liabilities at the date of the financial statements and the
                reported amounts of income and expenses during the reporting
                period. Actual results could differ from those estimates.
 
                                       18
<PAGE>
- --------------------------------------------------------------------------------
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 
(3) EXPENSES
                The fund has entered into the following agreements with Piper
                Capital Management Incorporated (the adviser and the
                administrator):
                The investment advisory agreement provides the adviser with a
                monthly investment management fee based on the fund's average
                weekly net assets computed at the per annum rate of 0.20% and
                4.5% of the daily gross income (i.e., investment income,
                including amortization of discount and premium, other than gains
                from the sale of securities or gains received from options and
                futures contracts, less interest on money borrowed by the fund)
                accrued by the fund during the month. Such monthly management
                fee shall not exceed the aggregate of 1/12 of 0.725% of the
                fund's average weekly net assets during the month (approximately
                0.725% on an annual basis). For its fee, the adviser will
                provide investment advice and, in general, will conduct the
                management and investment activities of the fund.
 
                The administration agreement provides the administrator with a
                monthly fee in an amount equal to an annualized rate of 0.20% of
                the fund's average weekly net assets. For its fee, the
                administrator will provide regulatory, reporting and
                record-keeping services for the fund.
 
                When acquiring whole loans and participation mortgages, the fund
                enters into mortgage servicing agreements with mortgage
                servicers. For a fee, mortgage servicers maintain loan records
                such as insurance, taxes and the proper allocation of payments
                between principal and interest.
 
                In addition to the advisory, administrative and mortgage
                servicing fees, the fund is responsible for paying most other
                operating expenses including outside directors' fees and
                expenses, custodian fees, registration fees, printing and
                shareholder reports, transfer agent fees and expenses, legal,
                auditing and accounting services, insurance, interest, fees to
                outside parties retained to assist in conducting due diligence,
                taxes and other miscellaneous expenses.
 
                Expenses paid indirectly represent a reduction of custodian fees
                for earnings on cash balances maintained with the custodian by
                the fund.
 
                                       19
<PAGE>
- --------------------------------------------------------------------------------
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 
(4) SECURITIES
    TRANSACTIONS
                Cost of purchases and proceeds from sales of securities (other
                than short-term securities) aggregated $178,031,811 and
                $182,540,097, respectively, for the six months ended November
                30, 1995. During the six months ended November 30, 1995, the
                fund paid no brokerage commissions to Piper Jaffray Inc., an
                affiliated broker.
(5) OPTION
    CONTRACTS
    WRITTEN
                The number of contracts and premium amounts associated with call
                option contracts written for six months ended November 30, 1995,
                were as follows:
 
<TABLE>
<CAPTION>
                                               Number of      Premium
                                               Contracts      Amount
                                             -------------  -----------
<S>                                          <C>            <C>
Balance at 5/31/95.........................          525    $   434,766
  Opened...................................        1,595        704,297
  Closed or expired........................       (2,120)    (1,139,063)
                                                  ------    -----------
Balance at 11/30/95........................           --    $        --
                                                  ------    -----------
                                                  ------    -----------
</TABLE>
 
(6) CAPITAL LOSS
    CARRYOVER
    (AUDITED)
                For federal income tax purposes, the fund had a capital loss
                carryover of $32,289,824 on May 31, 1995, which if not offset by
                subsequent capital gains, will expire in 2003 and 2004. It is
                unlikely the board of directors will authorize a distribution of
                any net realized capital gains until the available capital loss
                carryover has been offset or expires.
 
(7) RETIREMENT OF
    FUND SHARES
                The fund's board of directors has approved a plan to repurchase
                shares of the fund in the open market and retire those shares.
                Repurchases may only be made when the previous day's closing
                market price was trading at a discount from net asset value.
                Daily repurchases are limited to 25% of the previous four weeks
                average daily trading volume on the New York Stock Exchange.
                Under the current plan, cumulative repurchases in the fund
                cannot exceed 3% of the total shares originally issued. The
                board of directors will review the plan quarterly and may change
                the amount which may be repurchased. The plan was last reviewed
                and approved by the board of directors on November 30, 1995.
                Pursuant to the plan, the fund has cumulatively repurchased and
                retired 392,400 shares as of November 30, 1995, which represents
                1.96% of the shares originally issued.
 
                                       20
<PAGE>
- --------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
 
(8) FINANCIAL
    HIGHLIGHTS
                Per-share data for a share of capital stock outstanding
                throughout each period and selected information for each period
                are as follows:
<TABLE>
<CAPTION>
                                                              Six Months
                                                                 Ended        Year      Year     Period from
                                                               11/30/95      Ended      Ended    7/30/92* to
                                                              (Unaudited)   5/31/95    5/31/94     5/31/93
                                                              -----------   --------   -------   -----------
<S>                                                           <C>           <C>        <C>       <C>
PER-SHARE DATA
Net asset value, beginning of period ..................... $    13.00        12.97     14.54       14.07
                                                              -----------   --------   -------   -----------
Operations:
  Net investment income ....................................     0.52         1.21      1.56        1.07
  Net realized and unrealized gains (losses) on
    investments ............................................     0.19         0.17     (1.78)       0.41
                                                              -----------   --------   -------   -----------
    Total from operations ..................................     0.71         1.38     (0.22)       1.48
                                                              -----------   --------   -------   -----------
Distributions to shareholders:
  From net investment income ...............................    (0.63)       (1.35)    (1.31)      (1.01)
  In excess of net realized gains ..........................       --           --     (0.04)         --
                                                              -----------   --------   -------   -----------
    Total distributions to shareholders ....................    (0.63)       (1.35)    (1.35)      (1.01)
                                                              -----------   --------   -------   -----------
Net asset value, end of period ........................... $    13.08        13.00     12.97       14.54
                                                              -----------   --------   -------   -----------
                                                              -----------   --------   -------   -----------
Per-share market value, end of period .................... $    11.25        11.50     13.63       15.75
                                                              -----------   --------   -------   -----------
                                                              -----------   --------   -------   -----------
SELECTED INFORMATION
Total return, net asset value** ............................     5.53%       11.56%    (2.15%)     10.97%
Total return, market value*** ..............................     3.40%       (5.38%)   (5.38%)     12.57%
Net assets at end of period (in millions) ................ $      262          262       265         297
Ratio of expenses to average weekly net assets++ ...........     1.26%+       1.27%     1.20%       1.09%+
Ratio of net investment income to average weekly net
  assets ...................................................     7.93%+       9.60%    10.68%       9.08%+
Portfolio turnover rate (excluding short-term
  securities) ..............................................       60%          52%      117%         64%
Amount of borrowings outstanding at end of period
  (in millions) TRIANGLE  ................................ $       50           53        85          76
Per-share amount of borrowings outstanding
  at end of period ....................................... $     2.50         2.61      4.16        3.71
Per-share asset coverage of borrowings outstanding
  at end of period ....................................... $    15.58        15.61     17.13       18.25
Asset coverage ratio TRIANGLE  TRIANGLE  ...................      625%         598%      412%        491%
</TABLE>
 
*                        COMMENCEMENT OF OPERATIONS.
**                       BASED ON THE CHANGE IN NET ASSET VALUE OF A SHARE
                         DURING THE PERIOD AND ASSUMES REINVESTMENT OF
                         DISTRIBUTIONS AT NET ASSET VALUE.
***                      BASED ON THE CHANGE IN MARKET PRICE OF A SHARE DURING
                         THE PERIOD AND ASSUMES REINVESTMENT OF DISTRIBUTIONS AT
                         ACTUAL PRICES PURSUANT TO THE FUND'S DIVIDEND
                         REINVESTMENT PLAN.
 TRIANGLE                SECURITIES PURCHASED ON A WHEN-ISSUED BASIS FOR WHICH
                         LIQUID, HIGH GRADE DEBT OBLIGATIONS ARE MAINTAINED IN A
                         SEGREGATED ACCOUNT ARE NOT CONSIDERED BORROWINGS. SEE
                         FOOTNOTE 2 IN THE NOTES TO FINANCIAL STATEMENTS.
 TRIANGLE  TRIANGLE      REPRESENTS NET ASSETS, EXCLUDING BORROWINGS, AT END OF
                         PERIOD DIVIDED BY BORROWINGS OUTSTANDING AT END OF
                         PERIOD.
+                        ADJUSTED TO AN ANNUAL BASIS.
++                       INCLUDES 0.01%, 0.07% AND 0.04% FROM FEDERAL EXCISE
                         TAXES IN THE SIX MONTHS ENDED 11/30/95 AND IN FISCAL
                         YEARS 1995 AND 1994, RESPECTIVELY. BEGINNING IN FISCAL
                         1995, THE EXPENSE RATIO REFLECTS THE EFFECT OF GROSS
                         EXPENSES PAID INDIRECTLY BY THE FUND. PRIOR PERIOD
                         EXPENSE RATIOS HAVE NOT BEEN ADJUSTED.
 
                                       21
<PAGE>
- --------------------------------------------------------------------------------
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 
(9) SUBSEQUENT
    EVENT - PENDING
    LITIGATION
                An amended complaint purporting to be a class action was filed
                on September 7, 1995, in the United Stated District Court for
                the Western District of Washington against the fund, seven other
                closed-end investment companies for which Piper Capital
                Management Incorporated acts as investment adviser, Piper
                Jaffray Companies Inc., Piper Jaffray Inc., Piper Capital
                Management Incorporated and certain individuals. The complaint
                alleges, among other things, violations of federal and state
                securities laws. Damages are being sought in an unspecified
                amount. The fund intends to defend this lawsuit vigorously.
                Although it is impossible to predict the outcome, management
                believes, based on the facts currently available, that there
                will be no material adverse effect on the financial results of
                the fund.
(10) QUARTERLY DATA
 
DOLLAR AMOUNTS
 
<TABLE>
<CAPTION>
                                              Net Realized    Net Increase   Distributions
                      Total         Net      and Unrealized  in Net Assets     from Net
                   Investment   Investment      Gains on     Resulting from   Investment
                     Income       Income      Investments      Operations       Income
                   -----------  -----------  --------------  --------------  ------------
<S>                <C>          <C>          <C>             <C>             <C>
 8/31/95       $     5,958,032    5,186,331     2,309,567        7,495,898    (6,410,361)
11/30/95             6,057,724    5,195,284     1,412,023        6,607,307    (6,195,131)
                   -----------  -----------  --------------  --------------  ------------
               $    12,015,756   10,381,615     3,721,590       14,103,205   (12,605,492)
                   -----------  -----------  --------------  --------------  ------------
                   -----------  -----------  --------------  --------------  ------------
</TABLE>
 
PER-SHARE AMOUNTS
 
<TABLE>
<CAPTION>
                                                     Net Increase in    Distributions
                       Net       Net Realized and      Net Assets         from Net
                   Investment    Unrealized Gains    Resulting from      Investment       Quarter End
                     Income       on Investments       Operations          Income       Net Asset Value
                  -------------  -----------------  -----------------  ---------------  ---------------
<S>               <C>            <C>                <C>                <C>              <C>
 8/31/95      $          0.26             0.11               0.37             (0.32)           13.05
11/30/95                 0.26             0.08               0.34             (0.31)           13.08
                          ---              ---                ---             -----
              $          0.52             0.19               0.71             (0.63)
                          ---              ---                ---             -----
                          ---              ---                ---             -----
</TABLE>
 
                                       22
<PAGE>
- --------------------------------------------------------------------------------
                     INVESTMENTS IN SECURITIES (UNAUDITED)
 
AMERICAN STRATEGIC INCOME PORTFOLIO II
NOVEMBER 30, 1995
 
<TABLE>
<CAPTION>
                                                           Principal       Market
Name of Issuer                                              Amount        Value (a)
- ---------------------------------------------------------  ---------     -----------
<S>                                                        <C>           <C>
(PERCENTAGES OF EACH INVESTMENT CATEGORY RELATE TO TOTAL NET ASSETS)
 
U.S. GOVERNMENT SECURITIES (21.0%):
   U.S. Treasury Note, 5.75%, 10/31/00
    (cost: $54,365,693) ............................... $  54,500,000(b)  54,991,045
                                                                         -----------
 
MORTGAGE-BACKED SECURITIES (7.6%):
 COLLATERALIZED MORTGAGE OBLIGATIONS (7.6%):
  SUBORDINATED MORTGAGE-BACKED (5.7%):
   8.60%, Chemical Mortgage Securities, Series 1991-1,
    Class B, 9/25/21 ....................................  2,789,776(f)    2,660,749
   8.75%, Chemical Mortgage Securities, Series 1991-6,
    Class B, 5/25/21 ....................................  5,000,000(f)    4,684,375
   6.00%, CMI Trust 1, Series 1991-1, 3/1/22 ............  3,317,944(f)    3,135,457
   9.20%, FBS Mortgage Corporation, Series 1991-B, Class
    D, 11/1/21 ..........................................  1,005,937(f)      956,583
   9.35%, GMBS Inc., Series 1990-4, Class S, 10/25/20 ...  1,863,578(f)    1,800,100
   9.25%, Salomon Brothers Mortgage Securities VII,
    Series 1990-1, Class G-1, 8/25/20 ...................  1,150,885(f)    1,106,648
   9.25%, Salomon Brothers Mortgage Securities VII,
    Series 1990-1, Class G-2, 8/25/20 ...................    675,355(f)      649,396
                                                                         -----------
                                                                          14,993,308
                                                                         -----------
 
 PRIVATE INTEREST-ONLY (C) (0.4%):
   2.10%, Farmer Mac Agricultural Real Estate Trust,
    Series 1992-A, Subordinated Class X1, 4/25/04 .......         --(f)    1,031,659
                                                                         -----------
 
 PRIVATE FIXED RATE (1.5%):
   11.00%, American Custody Corp, Senior Promissory Note,
    10/17/98 ............................................  3,127,256(f)    3,127,256
   14.13%, Foremost Financial Services Corp, Class 82-B,
    10/10/97 ............................................     49,087(f)       48,903
   12.50%, Foremost Financial Services Corp, Class 83-A,
    2/2/98 .                                                 215,003(f)      214,197
   12.25%, Foremost Financial Services Corp, Class 83-B,
    4/15/98                                                  434,664(f)      433,035
                                                                         -----------
                                                                           3,823,391
                                                                         -----------
 
    Total Mortgage-Backed Securities
     (cost: $20,059,450)  ...............................                 19,848,358
                                                                         -----------
 
WHOLE LOANS AND PARTICIPATION MORTGAGES (D,E,F) (83.9%):
 COMMERCIAL LOANS (1.4%):
   Harbour West Mobile Home Park, 9.00%, 12/10/95 .......  1,516,332       1,516,332
</TABLE>
 
SEE ACCOMPANYING NOTES TO INVESTMENTS IN SECURITIES.
 
                                       23
<PAGE>
- --------------------------------------------------------------------------------
                     INVESTMENTS IN SECURITIES (UNAUDITED)
 
AMERICAN STRATEGIC INCOME PORTFOLIO II
(CONTINUED)
 
<TABLE>
<CAPTION>
                                                           Principal       Market
Name of Issuer                                              Amount        Value (a)
- ---------------------------------------------------------  ---------     -----------
<S>                                                        <C>           <C>
   Ridgewood Estates Mobile Home Park, 8.55%,
    12/1/00 ........................................... $  2,150,000       2,150,000
                                                                         -----------
                                                                           3,666,332
                                                                         -----------
 
 MULTIFAMILY LOANS (29.8%):
   Chase Hill Apartments, 9.00%, 4/1/01 .................  3,084,319       3,182,708
   Claridge Apartments, 9.06%, 9/1/01 ...................  5,562,868       5,757,568
   Colony Square Apartments, 10.25%, 12/1/01 ............  1,354,755       1,402,171
   Crows Landing Apartments, 9.13%, 8/1/02 ..............  4,145,566       4,290,661
   Dakota Creekside, 10.00%, 3/1/23 .....................  1,696,165       1,755,531
   Deering Manor, 9.50%, 12/8/22 ........................  1,313,271       1,359,235
   Gables Apartments, 8.50%, 8/1/00 .....................  6,180,000       6,288,150
   Green Acres Apartments, 9.38%, 10/1/01 ...............  1,089,347       1,127,474
   Harbor View Apartments, 9.50%, 1/25/18 ...............    792,217         819,944
   Kona Kai Apartments, 8.45%, 11/1/05 ..................  1,186,000       1,204,739
   Lexington Apartments, 9.13%, 6/1/02 ..................  1,491,057       1,543,244
   Minnesota Multifamily, 10.00%, 12/1/22 ...............  1,718,954       1,779,117
   Newport Apartments, 9.75%, 4/1/02 ....................  1,393,259       1,442,023
   Normandale Lake Estates, 9.55%, 8/1/01 ...............  2,260,290       2,339,400
   Normandy Village Apartments, 9.31%, 10/1/01 ..........  2,738,178       2,011,465
   Northwood Village Apartments, 8.85%, 8/1/02 ..........    949,465         982,696
   Park Dale Lane Apartments, 8.63%, 6/1/01 .............    966,971       1,000,622
   Park Place of Venice Apartments, 10.75%, 4/1/02 ......  2,689,023       2,783,139
   Park Terrace Apartments, 8.45%, 11/1/05 ..............  2,664,000       2,691,173
   Pine Village Apartments, 8.75%, 10/1/02 ..............  3,100,000       3,200,440
   Primrose Apartments, 8.63%, 11/1/07 ..................  1,115,000       1,128,603
   Railview Apartments, 9.50%, 12/8/22 ..................  1,524,072       1,577,415
   Rhode Island Chateau Apartments, 9.61%, 9/1/01 .......  2,415,506       2,500,049
   Rockwell Plaza Apartments, 8.88%, 8/1/01 .............  4,295,352       4,445,689
   Sunland Manor Apartments, 9.44%, 11/1/01 .............  1,293,042       1,338,298
   The Hedges Apartments, 9.13%, 8/1/01 .................  4,999,316       5,174,292
   Vintage Apartments, 9.00%, 8/1/05 ....................  2,946,765       3,049,902
   Wahpeton Apartments, 8.63%, 11/1/07 ..................  1,800,000       1,844,820
   Weatheridge Apartments, 9.63%, 4/1/04 ................  1,478,151       1,529,886
   Whispering Hills Apartments, 8.80%, 10/1/02 ..........  2,180,000       2,242,784
   Willmar Multifamily, 9.00%, 1/20/18 ..................  1,088,030       1,126,111
   Windgate Apartments, 9.38%, 8/1/01 ...................  3,163,548       3,274,272
   Woodoaks Apartments, 8.88%, 11/1/02 ..................  1,875,000       1,940,625
                                                                         -----------
                                                                          78,134,246
                                                                         -----------
 
 SINGLE FAMILY LOANS (52.7%):
   Amerivest Mortgage, 8.03%, 5/1/12 ....................  3,083,321       3,061,735
</TABLE>
 
SEE ACCOMPANYING NOTES TO INVESTMENTS IN SECURITIES.
 
                                       24
<PAGE>
- --------------------------------------------------------------------------------
                     INVESTMENTS IN SECURITIES (UNAUDITED)
 
AMERICAN STRATEGIC INCOME PORTFOLIO II
(CONTINUED)
 
<TABLE>
<CAPTION>
                                                           Principal       Market
Name of Issuer                                              Amount        Value (a)
- ---------------------------------------------------------  ---------     -----------
<S>                                                        <C>           <C>
   CTX Mortgage, 10.00%, 11/23/22 ..................... $  3,158,465       3,160,044
   Energy Park Loans, 10.00%, 12/1/22 ...................    523,569         533,936
   Fairbanks Capital, 10.10%, 7/29/97 ...................  2,813,635       2,869,908
   Fairbanks III, 10.02%, 1/1/07 ........................  2,922,434       2,595,999
   Fairbanks IV, 8.93%, 7/3/11 ..........................  1,210,874       1,157,111
   First Federal of Delaware, 8.53%, 2/1/18 .............  7,350,517       6,930,802
   Heartland Federal Savings & Loan, 10.00%, 11/17/22 ...    730,124         743,266
   Kentucky Central Life, 9.75%, 5/1/22 .................  7,924,143       7,962,971
   Kislak, 10.50%, 6/30/20 ..............................  8,239,273       8,140,362
   Maryland National Bank, 9.71%, 9/1/18 ................  1,379,882       1,402,788
   McDowell, 10.00%, 12/1/20 ............................  5,388,174       5,211,442
   Merchants Bank, 10.00%, 12/1/20 ......................  3,162,859       3,227,381
   Meridan, 10.00%, 10/15/22 ............................  1,663,085       1,710,982
   Meridian III, 9.59%, 12/1/20 .........................  6,271,595       6,376,330
   Nations Bank, 8.25%, 10/1/07 .........................    266,883         270,353
   Neslund Properties, 9.88%, 2/1/23 ....................  8,241,172       8,525,681
   Nomura I, 10.00%, 12/16/23 ...........................  14,142,165     14,255,053
   Nomura II, 8.35%, 3/22/15 ............................  15,608,039     14,451,027
   Nomura III, 8.38%, 8/29/17 ...........................  25,565,693     22,050,288
   Old Hickory Credit Union, 10.00%, 10/15/22 ...........  3,692,371       3,761,049
   Paine Webber, 10.00%, 10/15/20 .......................    920,999         886,830
   PHH US Mortgage, 9.12%, 1/1/12 .......................  10,355,626     10,683,291
   President Homes 92-4, Sales Inventory, 10.00%,
    10/15/20 ............................................    176,321         178,966
   President Homes 92-5, Sales Inventory, 10.00%,
    10/15/20 ............................................    104,746         106,317
   President Homes 92-6, Sales Inventory, 10.00%,
    10/15/20 ............................................    173,847         176,455
   President Homes 92-8, Sales Inventory, 10.00%,
    11/24/22 ............................................    167,455         169,966
   President Homes 94-1A, Warehouse Inventory, 10.00%,
    12/28/22 ............................................     99,331          89,398
   Progressive Consumers Federal Credit Union, 10.00%,
    10/15/22 ............................................  1,341,218       1,257,392
   Salomon Pool, 7.06%, 12/28/16 ........................  5,752,189       5,664,180
   Sears Mortgage, 10.00%, 11/18/22 .....................    824,955         840,382
                                                                         -----------
                                                                         138,451,685
                                                                         -----------
 
    Total Whole Loans and Participation Mortgages
     (cost: $214,923,520)  ..............................                220,252,263
                                                                         -----------
</TABLE>
 
SEE ACCOMPANYING NOTES TO INVESTMENTS IN SECURITIES.
 
                                       25
<PAGE>
- --------------------------------------------------------------------------------
                     INVESTMENTS IN SECURITIES (UNAUDITED)
 
AMERICAN STRATEGIC INCOME PORTFOLIO II
(CONTINUED)
 
<TABLE>
<CAPTION>
                                                           Principal       Market
Name of Issuer                                              Amount        Value (a)
- ---------------------------------------------------------  ---------     -----------
<S>                                                        <C>           <C>
SHORT-TERM SECURITIES (4.5%):
   Repurchase agreement with Goldman Sachs in a joint
    trading account, collateralized by U.S. government
    agency securities, acquired on 11/30/95, accrued
    interest at repurchase date of $1,868, 5.85%, 12/1/95
    (cost: $11,940,000) ............................... $  11,940,000     11,940,000
                                                                         -----------
 
    Total Investments in Securities
     (cost: $301,288,663) (g) ......................... $                307,031,666
                                                                         -----------
                                                                         -----------
</TABLE>
 
NOTES TO INVESTMENTS IN SECURITIES:
 
<TABLE>
<S>        <C>
(A)        SECURITIES ARE VALUED IN ACCORDANCE WITH PROCEDURES DESCRIBED IN NOTE 2 TO THE
           FINANCIAL STATEMENTS.
(B)        ON NOVEMBER 30, 1995, SECURITIES VALUED AT $50,707,798 WERE PLEDGED AS COLLATERAL
           FOR THE FOLLOWING OUTSTANDING REVERSE REPURCHASE AGREEMENTS:
</TABLE>
 
<TABLE>
<CAPTION>
                                                                 NAME OF BROKER
              ACQUISITION                           ACCRUED    AND DESCRIPTION OF
   AMOUNT        DATE         RATE*        DUE     INTEREST        COLLATERAL
- ------------  -----------  -----------  ---------  ---------  ---------------------
<S>           <C>          <C>          <C>        <C>        <C>
$ 16,500,000     9/29/95        5.78%      1/2/96  $  79,475               (1)
  16,500,000    10/31/95        5.78%     12/1/95     79,475               (2)
  17,000,000    11/30/95        5.78%      2/1/96     81,883               (3)
- ------------                                       ---------
$ 50,000,000                                       $ 240,833
- ------------                                       ---------
- ------------                                       ---------
</TABLE>
 
*INTEREST RATE IS AS OF NOVEMBER 30, 1995. RATES ARE BASED ON THE LONDON
 INTERBANK OFFERED RATE (LIBOR) AND RESET MONTHLY.
 
  NAME OF BROKER AND DESCRIPTION OF COLLATERAL:
 
<TABLE>
<S>  <C>
(1)  NOMURA; U.S. TREASURY NOTE, 5.75%, 10/31/00, $16,585,000 PAR
(2)  NOMURA; U.S. TREASURY NOTE, 5.75%, 10/31/00, $16,585,000 PAR
(3)  NOMURA; U.S. TREASURY NOTE, 5.75%, 10/31/00, $17,085,000 PAR
</TABLE>
 
<TABLE>
<S>  <C>
(C)  DESCRIPTIONS OF CERTAIN COLLATERALIZED MORTGAGE OBLIGATIONS ARE AS FOLLOWS:
     INTEREST-ONLY - REPRESENTS SECURITIES THAT ENTITLE HOLDERS TO RECEIVE ONLY
       INTEREST PAYMENTS ON THE UNDERLYING MORTGAGES. THE YIELD TO MATURITY OF
       AN INTEREST-ONLY IS EXTREMELY SENSITIVE TO THE RATE OF PRINCIPAL PAYMENTS
       ON THE UNDERLYING MORTGAGE ASSETS. A RAPID (SLOW) RATE OF PRINCIPAL
       REPAYMENTS MAY HAVE AN ADVERSE (POSITIVE) EFFECT ON YIELD TO MATURITY.
       INTEREST RATES DISCLOSED REPRESENT CURRENT YIELDS BASED UPON THE CURRENT
       COST BASIS AND ESTIMATED TIMING AND AMOUNT OF FUTURE CASH FLOWS.
(D)  INTEREST RATE AND MATURITY DATE DISCLOSED REPRESENT THE WEIGHTED AVERAGE
     COUPON AND WEIGHTED AVERAGE MATURITY FOR THE UNDERLYING MORTGAGE LOANS AS
     OF NOVEMBER 30, 1995.
</TABLE>
 
                                       26
<PAGE>
- --------------------------------------------------------------------------------
                     INVESTMENTS IN SECURITIES (UNAUDITED)
<TABLE>
<S>  <C>
(E)  FOR INVESTMENT SCHEDULE PRESENTATION, DIRECT MORTGAGE PURCHASES ARE
     SUMMARIZED BY THE INSTITUTION FROM WHICH THEY WERE PURCHASED. TOTAL NUMBER
     OF LOANS AND GENERAL GEOGRAPHICAL LOCATION ASSOCIATED WITH EACH LOAN GROUP
     ARE AS FOLLOWS:
 
     COMMERCIAL LOANS:
       HARBOUR WEST MOBILE HOME PARK - 1 COMMERCIAL LOAN LOCATED IN LINCOLN,
         NEBRASKA.
       RIDGEWOOD ESTATES MOBILE HOME PARK - 1 COMMERCIAL LOAN LOCATED IN LAYTON,
         UTAH.
 
     MULTIFAMILY LOANS:
       CHASE HILL APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN SAN ANTONIO, TEXAS.
       CLARIDGE APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN HOUSTON, TEXAS.
       COLONY SQUARE APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN FORT WORTH,
         TEXAS.
       CROWS LANDING APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN FRESNO,
         CALIFORNIA.
       DAKOTA CREEKSIDE - 1 MULTIFAMILY LOAN LOCATED IN PENSACOLA, FLORIDA.
       DEERING MANOR - 1 MULTIFAMILY LOAN LOCATED IN NASHWAUK, MINNESOTA
       GABLES APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN OKLAHOMA CITY,
         OKLAHOMA.
       GREEN ACRES APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN YOUNGSTOWN, OHIO
       HARBOR VIEW APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN GRAND MARAIS,
         MINNESOTA.
       KONA KAI APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN PUEBLO, COLORADO.
       LEXINGTON APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN EAST POINT, GEORGIA.
       MINNESOTA MULTIFAMILY - 3 LOANS LOCATED IN MINNEAPOLIS, MINNESOTA.
       NEWPORT APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN WHITE SETTLEMENT,
         TEXAS.
       NORMANDALE LAKE ESTATES - 1 MULTIFAMILY LOAN LOCATED IN BLOOMINGTON,
         MINNESOTA.
       NORMANDY VILLAGE APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN MIAMI BEACH,
         FLORIDA.
       NORTHWOOD VILLAGE APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN CORSICANA,
         TEXAS.
       PARK DALE LANE APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN FORT WORTH,
         TEXAS.
       PARK PLACE OF VENICE APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN VENICE,
         FLORIDA.
       PARK TERRACE APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN PUEBLO, COLORADO.
       PINE VILLAGE APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN ATLANTA AND
         SMYRNA, GEORGIA.
       PRIMROSE APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN GRAND FALLS, NORTH
         DAKOTA.
       RAILVIEW APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN PROCTOR, MINNESOTA.
       RHODE ISLAND CHATEAU APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN ST. LOUIS
         PARK, MINNESOTA.
       ROCKWELL PLAZA APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN OKLAHOMA CITY,
         OKLAHOMA.
       SUNLAND MANOR APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN MESA, ARIZONA.
       THE HEDGES APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN GREENSBORO, NORTH
         CAROLINA.
       VINTAGE APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN KERMAN, CALIFORNIA.
       WAHPETON APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN WAHPETON, NORTH
         DAKOTA.
       WEATHERIDGE APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN HOUSTON, TEXAS.
       WHISPERING HILLS APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN NASHVILLE,
         TENNESSEE.
       WILLMAR MULTIFAMILY - 1 LOAN LOCATED IN WILLMAR, MINNESOTA.
       WINDGATE APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN LOUISVILLE, KENTUCKY.
       WOODOAKS APARTMENTS - 1 MULTIFAMILY LOAN LOCATED IN YUKON, OKLAHOMA.
 
     SINGLE FAMILY LOANS:
       AMERIVEST MORTGAGE - 46 LOANS LOCATED IN MASSACHUSETTS.
       CTX MORTGAGE - 29 LOANS LOCATED THROUGHOUT THE UNITED STATES.
       ENERGY PARK LOANS - 8 LOANS LOCATED IN ST. PAUL, MINNESOTA.
       FAIRBANKS CAPITAL - SENIOR DEBT SECURITY COLLATERALIZED BY A POOL OF
         NON-PERFORMING WHOLE LOANS LOCATED THROUGHOUT THE EASTERN UNITED
         STATES.
</TABLE>
 
                                       27
<PAGE>
- --------------------------------------------------------------------------------
                     INVESTMENTS IN SECURITIES (UNAUDITED)
<TABLE>
<S>  <C>
       FAIRBANKS III - 42 LOANS LOCATED IN THE WESTERN UNITED STATES.
       FAIRBANKS IV - 23 LOANS LOCATED THROUGHOUT THE UNITED STATES.
       FIRST FEDERAL OF DELAWARE - 135 LOANS LOCATED THROUGHOUT THE UNITED
         STATES.
       HEARTLAND FEDERAL SAVINGS & LOAN - 7 LOANS LOCATED IN CALIFORNIA.
       KENTUCKY CENTRAL LIFE - 148 LOANS LOCATED IN KENTUCKY.
       KISLAK - 150 LOANS LOCATED IN THE CENTRAL AND SOUTHERN UNITED STATES.
       MARYLAND NATIONAL BANK - 27 LOANS LOCATED IN THE EASTERN UNITED STATES.
       MCDOWELL - 106 LOANS LOCATED IN GEORGIA.
       MERCHANTS BANK - 96 LOANS LOCATED IN VERMONT.
       MERIDIAN - 16 LOANS LOCATED IN CALIFORNIA AND FLORIDA.
       MERIDIAN III - 102 LOANS LOCATED IN CALIFORNIA.
       NATIONS BANK - 27 LOANS LOCATED IN GEORGIA.
       NESLUND PROPERTIES - 199 LOANS LOCATED IN MINNEAPOLIS, MINNESOTA.
       NOMURA I - 295 LOANS LOCATED PRIMARILY IN CALIFORNIA AND TEXAS.
       NOMURA II - 267 LOANS LOCATED THROUGHOUT THE UNITED STATES.
       NOMURA III - 397 LOANS LOCATED THROUGHOUT THE MIDWESTERN STATES.
       OLD HICKORY CREDIT UNION - 101 LOANS LOCATED IN TENNESSEE.
       PAINE WEBBER - 27 LOANS LOCATED IN NEW JERSEY.
       PHH U.S. MORTGAGE - 72 LOANS LOCATED THROUGHOUT THE UNITED STATES.
       PRESIDENT HOMES, SALES AND WAREHOUSE INVENTORY - 8 LOANS LOCATED
         THROUGHOUT THE MIDWESTERN STATES.
       PROGRESSIVE CONSUMERS FEDERAL CREDIT UNION - 11 LOANS LOCATED IN
         MASSACHUSETTS.
       SEARS MORTGAGE - 10 LOANS LOCATED THROUGHOUT THE UNITED STATES.
       SALOMON POOL - 63 LOANS LOCATED IN NEW JERSEY.
(F)  SECURITIES PURCHASED AS PART OF A PRIVATE PLACEMENT WHICH HAVE NOT BEEN
     REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES
     ACT OF 1933.
(G)  ON NOVEMBER 30, 1995, THE COST, INCLUDING REAL ESTATE OWNED, FOR FEDERAL
     INCOME TAX PURPOSES WAS APPROXIMATELY $303,283,808. THE AGGREGATE GROSS
     UNREALIZED APPRECIATION AND DEPRECIATION OF INVESTMENTS IN SECURITIES BASED
     ON THIS COST WERE AS FOLLOWS:
</TABLE>
 
<TABLE>
      <S>                                   <C>
      GROSS UNREALIZED APPRECIATION .... $   8,086,830
      GROSS UNREALIZED DEPRECIATION ......  (2,525,026)
                                            ----------
        NET UNREALIZED APPRECIATION .... $   5,561,804
                                            ----------
                                            ----------
</TABLE>
 
                                       28
<PAGE>
- --------------------------------------------------------------------------------
                               SHAREHOLDER UPDATE
 
ANNUAL MEETING RESULTS
An annual meeting of the fund's shareholders was held on August 17, 1995. Each
matter voted upon at the meeting as well as the number of votes cast for,
against or withheld, the number of abstentions, and the number of broker
non-votes with respect to such matters, are set forth below.
 
    1.  The fund's shareholders elected the following six directors:
 
<TABLE>
<CAPTION>
                                       Shares     Shares Withholding
                                     Voted "For"  Authority to Vote
                                     -----------  ------------------
<S>                                  <C>          <C>
David T. Bennett                     18,414,660          442,337
Jaye F. Dyer                         18,414,660          442,337
William H. Ellis                     18,414,660          442,337
Karol D. Emmerich                    18,414,660          442,337
Luella G. Goldberg                   18,414,660          442,337
George Latimer                       18,414,360          442,637
</TABLE>
 
    2.  The fund's shareholders ratified the selection by a majority of the
        independent members of the fund's Board of Directors of KPMG Peat
        Marwick LLP as the independent public accountants for the fund for the
        fiscal year ended May 31, 1996. The following votes were cast regarding
        this matter:
 
<TABLE>
<CAPTION>
  Shares     Shares Voted                    Broker
Voted "For"    "Against"    Abstentions     Non-Votes
- -----------  -------------  -----------  ---------------
<S>          <C>            <C>          <C>
18,391,238       214,419       251,341         --
</TABLE>
 
SHARE REPURCHASE PROGRAM
Your fund's board of directors has reapproved the fund's share repurchase
program, which enables the fund to "buy back" shares of its common stock in the
open market. Repurchases may only be made when the previous day's closing market
price per share was at a discount from net asset value. Repurchases cannot
exceed 3% of the fund's originally issued shares.
 
WHAT EFFECT WILL THIS PROGRAM HAVE ON SHAREHOLDERS?
- - We do not expect any adverse impact on the adviser's ability to manage the
  fund.
- - Because repurchases will be at a price below net asset value, remaining shares
  outstanding may experience a slight increase in net asset value.
- - Although the effect of share repurchases on market price is less certain, the
  board of directors believes the program may have a favorable effect on the
  market price of fund shares.
- - We do not anticipate any material increase in the fund's expense ratio.
 
                                       29
<PAGE>
- --------------------------------------------------------------------------------
                               SHAREHOLDER UPDATE
 
WHEN WILL SHARES BE REPURCHASED?
Share repurchases may be made from time to time and may be discontinued at any
time. Share repurchases are not mandatory when fund shares are trading at a
discount from net asset value; all repurchases will be at the discretion of the
fund's investment adviser. The board of directors will consider whether to
continue the share repurchase program on at least a semiannual basis and will
notify shareholders of its determination in the next semiannual or annual
report.
 
HOW WILL SHARES BE REPURCHASED?
We expect to finance the repurchase of shares by liquidating portfolio
securities or using current cash balances. We do not anticipate borrowing in
order to finance share repurchases.
 
                                       30
<PAGE>
- --------------------------------------------------------------------------------
                             DIRECTORS AND OFFICERS
 
<TABLE>
<S>              <C>
DIRECTORS        David T. Bennett, CHAIRMAN, HIGHLAND HOMES, INC.,
                     USL PRODUCTS, INC., AND KIEFER BUILT, INC., OF
                     COUNSEL,
                     GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A.
                 Jaye F. Dyer, PRESIDENT, DYER MANAGEMENT COMPANY
                 William H. Ellis, PRESIDENT, PIPER JAFFRAY COMPANIES INC.,
                     PIPER CAPITAL MANAGEMENT INCORPORATED
                 Karol D. Emmerich, PRESIDENT, THE PARACLETE GROUP
                 Luella G. Goldberg, DIRECTOR, TCF FINANCIAL,
                     RELIASTAR FINANCIAL CORP., HORMEL FOODS CORP.
                 George Latimer, CHIEF EXECUTIVE OFFICER, NATIONAL EQUITY
                     FUNDS
 
OFFICERS         William H. Ellis, CHAIRMAN OF THE BOARD
                 John G. Wenker, PRESIDENT
                 Worth Bruntjen, SENIOR VICE PRESIDENT
                 Marijo A. Goldstein, SENIOR VICE PRESIDENT
                 Robert H. Nelson, SENIOR VICE PRESIDENT AND TREASURER
                 David E. Rosedahl, SECRETARY
 
INVESTMENT       Piper Capital Management Incorporated
ADVISER          222 SOUTH NINTH STREET, MINNEAPOLIS, MN 55402
 
TRANSFER AGENT   Investors Fiduciary Trust Company
AND RECORD       127 WEST 10TH STREET, KANSAS CITY, MO 64105-1716
KEEPER
 
LEGAL COUNSEL    Dorsey & Whitney P.L.L.P.
                 220 SOUTH SIXTH STREET, MINNEAPOLIS, MN 55402
 
CUSTODIAN        First Trust
                 180 EAST FIFTH STREET, ST. PAUL, MN 55101
</TABLE>
 
                                       31
<PAGE>

  PIPER CAPITAL                                                  BULK RATE
   MANAGEMENT                                                   U.S. POSTAGE
                                                                    PAID
PIPER CAPITAL MANAGEMENT INCORPORATED                          PERMIT NO. 3008
222 SOUTH NINTH STREET                                            MPLS., MN
MINNEAPOLIS, MN 55402-3804

          PIPER JAFFRAY INC., FUND SPONSOR AND NASD MEMBER.
[LOGO]    THIS DOCUMENT IS PRINTED ON PAPER MADE FROM
          100% TOTAL RECOVERED FIBER, INCLUDING 15% POST-CONSUMER WASTE.


In an effort to reduce costs to our shareholders, we have
implemented a process to reduce duplicate mailings of
the fund's annual and semiannual reports. This
householding process should allow us to mail one report
to each address where one or more registered
shareholders with the same last name reside. If you
would like to have additional reports mailed to your
address, please call our Shareholder Services area at
1 800 866-7778, or mail your request to:

Corporate Communications
Piper Capital Management
222 South Ninth Street
Minneapolis, MN 55402-3804


055-96    BSP02   1/96


                                  STAPLES



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