AMERICAN STRATEGIC INCOME PORTFOLIO INC III
N-30D, 1999-01-26
Previous: AMERICAN STRATEGIC INCOME PORTFOLIO INC III, NSAR-A, 1999-01-26
Next: MAGAL SECURITY SYSTEMS LTD, SC 13G/A, 1999-01-26



<PAGE>

                                                        1998  SEMIANNUAL REPORT

                              AMERICAN STRATEGIC
                              INCOME PORTFOLIO III

                              CSP


[LOGO]
<PAGE>

<TABLE>
<CAPTION>

          CONTENTS
<S>       <C>
      1   Fund Overview
      4   Financial Statements and Notes
     14   Investments in Securities
     18   Shareholder Update
</TABLE>

                                                                         [LOGO]

AMERICAN STRATEGIC INCOME PORTFOLIO III


PRIMARY INVESTMENTS  Mortgage-related assets that directly or indirectly
represent a participation in or are secured by and payable from mortgage loans.
The fund may also invest in asset-backed securities, U.S. government securities,
corporate-debt securities, municipal obligations, unregistered securities and
mortgage servicing rights. The fund borrows through the use of reverse
repurchase agreements. 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.

FUND OBJECTIVE  High level of current income. Its secondary objective is to seek
capital appreciation. As with other investment companies, there can be no
assurance this fund will achieve its objective.

- --------------------------------------------------------------------------------
Average Annualized Total Returns
- --------------------------------------------------------------------------------

Based on net asset value for the periods ended November 30, 1998

[GRAPH]

<TABLE>
- ------------------------------------------------------------------------------
                                                               Since Inception
                                    One Year       Five Year       3/25/93
<S>                                 <C>            <C>         <C>
American Strategic Income
 Portfolio III                        9.09%          6.26%          7.07%
Lehman Brothers Mutual Fund
 Government/Mortgage Index            9.47%          7.24%          7.20%
- ------------------------------------------------------------------------------
</TABLE>

The average annualized total returns for American Strategic Income Portfolio III
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.

Average annualized total returns based on the change in market price for the
one-year, five-year and since-inception periods ended November 30, 1998, were
12.44%, 5.37% and 5.78%, respectively. These returns assume reinvestment of all
distributions and reflect sales charges on distributions as described in the
fund's dividend reinvestment plan, but not on initial purchases.

PLEASE REMEMBER, YOU COULD LOSE MONEY WITH THIS INVESTMENT. NEITHER SAFETY OF
PRINCIPAL NOR STABILITY OF INCOME IS GUARANTEED. Past performance does not
guarantee future results. The investment return and principal value of an
investment will fluctuate so that fund shares, when sold, may be worth more or
less than their original cost. Closed-end funds, such as this fund, often trade
at discounts to net asset value.

Therefore, you may be unable to realize the full net asset value of your shares
when you sell.

The fund uses the Lehman Brothers Mutual Fund Government/Mortgage Index as a
benchmark. Although we believe this is the most appropriate benchmark available,
it is not a perfect match. The benchmark index is comprised of U.S. government
securities while American Strategic Income Portfolio III is comprised primarily
of non-securitized, illiquid whole loans. This limits the ability of the fund to
respond quickly to market changes.

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 calculations.

The since-inception number for the Lehman index is calculated from the month end
following the fund's inception through November 30, 1998.
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                NOT FDIC INSURED   NO BANK GUARANTEE   MAY LOSE VALUE
- --------------------------------------------------------------------------------
<PAGE>

FUND MANAGEMENT

JOHN WENKER
is primarily responsible for the management of American Strategic Income
Portfolio III. He has 13 years of financial experience.

DAVID STEELE
assists with the management of American Strategic Income Portfolio III. He has
20 years of financial experience.

RUSS KAPPENMAN
assists with the management of American Strategic Income Portfolio III. He has
13 years of financial experience.


FUND OVERVIEW

JANUARY 15, 1999

FOR THE SIX-MONTH PERIOD ENDED NOVEMBER 30, 1998, AMERICAN STRATEGIC INCOME
PORTFOLIO III HAD A NET ASSET VALUE TOTAL RETURN OF 4.43%, WITH MUCH OF THE
RETURN ATTRIBUTABLE TO INCOME GENERATED BY THE FUND.* This compares to a 5.27%
return for the Lehman Brothers Mutual Fund Government/Mortgage Index.  The
fund's total return based on market price was 9.52%.*  As of November 30, 1998,
the fund continued to trade at a discount to net asset value; the market price
was $11.94 per share with a net asset value of $12.50 per share.

ALONG WITH ITS STABLE SHARE PRICE, THE FUND CONTINUED TO PROVIDE AN ATTRACTIVE
DIVIDEND. For the six-month period, dividends paid amounted to $0.505 per share.
The fund's annualized distribution rate was 8.54% on the November 30 market
price of $11.94 per share. Current monthly earnings of $0.0908 per share (based
on an average of the three months ended November 30) would result in an
annualized earnings rate of 9.13% based on the November 30 market price. Of
course, past performance is no guarantee of future results, and those rates will
fluctuate.

THE FUND'S MONTHLY DIVIDEND WAS INCREASED BY 0.25 CENTS PER SHARE BEGINNING WITH
THE DIVIDEND PAID IN AUGUST, TO 8.5 CENTS PER SHARE.  For most of the year, we
continued to benefit from high income generated by loans held in the portfolio.
This has played a major role in allowing us to hold the dividend fairly steady,
even through a turbulent market.

THROUGH MUCH OF THE PERIOD, THE MARKETS WERE EXTREMELY VOLATILE. Global economic
turmoil, primarily in Asia, Russia and Brazil, was a major contributor to
significant declines in the equity, corporate-debt and commercial
mortgage-backed securities markets, particularly in August and September. Fears
arose about the ability of the U.S. economy to weather the storm. As a result,
investors fled

* All returns assume reinvestment of distributions and do not reflect sales
charges, except the fund's total return based on market price, which does
reflect sales charges on distributions as described in the fund's dividend
reinvestment plan, but not on initial purchases. Past performance does not
guarantee future results. The investment return and principal value of an
investment will fluctuate so that fund shares, when sold, may be worth more or
less than their original cost.


- --------------------------------------------------------------------------------
Portfolio Composition
- --------------------------------------------------------------------------------

As a percentage of total assets on November 30, 1998

[CHART]

<TABLE>
<S>                                 <C>
Single-family Loans                  32%
U.S. Treasury Securities             18%
Other Assets                          2%
Commercial Loans                     16%
Multifamily Loans                    32%
</TABLE>

- --------------------------------------------------------------------------------
Delinquent Loan Profile
- --------------------------------------------------------------------------------

The chart below shows the percentage of single family loans** in the portfolio
that are 30, 60, 90 or 120 days delinquent as of November 30, 1998, based on
principal amounts outstanding.

<TABLE>
<S>                               <C>
Current                            88.0%
- ----------------------------------------
30 Days                             5.7%
- ----------------------------------------
60 Days                             2.8%
- ----------------------------------------
90 Days                             0.7%
- ----------------------------------------
120+ Days                           2.0%
- ----------------------------------------
</TABLE>

** As of November 30, 1998, there were no
   multifamily or commercial loans delinquent.
- --------------------------------------------------------------------------------

           1 1998 SEMIANNUAL REPORT AMERICAN STRATEGIC INCOME PORTFOLIO III
<PAGE>

FUND OVERVIEW CONTINUED

to the relative security of U.S. Treasury bonds. However, in October and
November, the Federal Reserve took action to reduce interest rates, which helped
to neutralize many of the concerns on domestic and international fronts. As a
result, the markets rebounded during those months.

DESPITE THE TEMPORARY VOLATILITY IN THE MARKET, THE FUND MAINTAINED ITS FOCUSED
STRATEGY. We continued to emphasize single-family, multifamily and commercial
whole loans. These types of mortgage securities represent approximately 80% of
total assets, with the remainder invested primarily in U.S. Treasury securities.
Volatility in the commercial mortgage-backed securities market provided an
opportunity for us to invest in mortgages with attractive yields and good credit
quality.

THE HIGHER-YIELD ENVIRONMENT THAT RESULTED FROM THE MARKET'S DECLINE SLOWED
MORTGAGE PREPAYMENTS IN THE PORTFOLIO. As loans in the portfolio prepay, we
reinvest assets into other, often lower-yielding loans. The volatility during
the summer and early fall slowed prepayment activity, which helped maintain
income at attractive levels.

AN ADDITIONAL BENEFIT OF THE MARKET'S VOLATILITY WAS THE STABILIZING EFFECT IT
SEEMED TO HAVE ON THE REAL ESTATE MARKET. In the first several months of 1998,
equity and debt capital was flowing freely to real estate, increasing the risk
of overbuilt markets. The correction in August and September slowed commercial
new construction and property sales, which should help to extend the real estate
cycle. That creates a better outlook in the near term for the fund.

- --------------------------------------------------------------------------------
Geographic Distribution
- --------------------------------------------------------------------------------

We attempt to buy mortgage loans in many parts of the country to help avoid the
risks of concentrating in one area.  These percentages reflect principal value
of whole loans as of November 30, 1998.  Shaded areas without values indicate
states in which the fund has invested less than 0.50% of its assets.

[MAP]
<TABLE>
<S>              <C>
Arizona           6%
California       11%
Colorado          6%
Connecticut       1%
Florida           4%
Georgia           1%
Illinois          1%
Louisiana         1%
Maryland          1%
Massachusetts     1%
Minnesota         5%
Montana           1%
Nevada            5%
New Jersey        3%
New Mexico        1%
New York          5%
North Carolina    1%
North Dakota      1%
Ohio              1%
Oklahoma          6%
Oregon            5%
Pennsylvania      1%
Tennessee         2%
Texas            23%
Utah              2%
Virginia          1%
Washington        4%
</TABLE>
- --------------------------------------------------------------------------------



         2  1998 SEMIANNUAL REPORT   AMERICAN STRATEGIC INCOME PORTFOLIO III
<PAGE>

FUND OVERVIEW CONTINUED

LOOKING AHEAD, OUR GREATEST CONCERN IS THE IMPACT THAT PREPAYMENTS WILL HAVE ON
THE FUND'S INCOME. As we have stated in the past, loan prepayments occurring in
today's interest rate environment are typically reinvested in lower-yielding
securities. This will eventually result in a reduced dividend. Of course, this
all depends on interest rate and market trends in the months and years to come.
We continue to do all we can to find securities that offer attractive yields. In
addition, the current dividend level will be supported in the short run by the
fund's dividend reserve of $0.1150 per share.

WE WILL CONTINUE TO FOCUS ON CREDIT QUALITY. We always look for ways to boost
the overall quality of the fund's holdings without making any significant
sacrifices in income. Our active management approach has helped us to take
advantage of the income potential of the whole loan market to maintain an
attractive dividend yield for shareholders. We remain committed to our past
practice of avoiding loans that offer a yield premium while significantly
sacrificing quality. We value the faith you, our shareholders, have put in our
focus on keeping credit risk to a minimum.

OVER THE PAST SIX MONTHS LOSSES DUE TO FORECLOSURE AMOUNTED TO $0.008 PER SHARE.
Since the fund's inception losses have amounted to $0.08 per share

THANK YOU FOR YOUR INVESTMENT IN AMERICAN STRATEGIC INCOME PORTFOLIO III.  We
are pleased that the fund generated a competitive return and stable income
through a volatile period for the markets.  We appreciate your faith in our
abilities, and look forward to continuing to serve you in the coming year.


- --------------------------------------------------------------------------------
Valuation of Whole Loan Investments
- --------------------------------------------------------------------------------

The fund's investments in whole loans (single-family, multifamily and
commercial), participation mortgages and mortgage servicing rights are generally
not traded in any organized market and, therefore, market quotations are not
readily available. These investments are valued at "fair value" according to
procedures adopted by the fund's board of directors. Pursuant to these
procedures, whole loan investments are initially valued at cost and their values
are subsequently monitored and adjusted pursuant to a First American Asset
Management pricing model designed to incorporate, among other things, 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 delinquency profile, the historical payment
record, the expected yield at purchase, changes in prevailing interest rates and
changes in the real or perceived liquidity of whole loans, participation
mortgages or mortgage servicing rights, as the case may be. Changes in
prevailing interest rates, real or perceived liquidity, yield spreads and
creditworthiness are factored into the pricing model each week. Certain mortgage
loan information is received on a monthly basis and includes, but is not limited
to, the projected rate of prepayments, projected rate and severity of defaults,
the delinquency profile and the historical payment record. Valuations of whole
loans are determined no less frequently than weekly.
- --------------------------------------------------------------------------------


         3  1998 SEMIANNUAL REPORT   AMERICAN STRATEGIC INCOME PORTFOLIO III
<PAGE>
               Financial Statements  (Unaudited)
 
- --------------------------------------------------------------------------------
                      STATEMENT OF ASSETS AND LIABILITIES  November 30, 1998
 ................................................................................
 
<TABLE>
<S>                                                           <C>
ASSETS:
Investments in securities at market value* (note 2)  .......     $414,075,878
Real estate owned (identified cost: $758,794) (note 2)  ....          668,025
Cash in bank on demand deposit  ............................        3,333,055
Accrued interest receivable  ...............................        4,113,075
Other assets  ..............................................           12,115
                                                              ------------------
  Total assets  ............................................      422,202,148
                                                              ------------------
 
LIABILITIES:
Reverse repurchase agreements payable  .....................      121,000,000
Accrued investment management fee  .........................          166,658
Accrued administrative fee  ................................           49,219
Accrued interest  ..........................................          543,730
Other accrued expenses  ....................................            2,819
                                                              ------------------
  Total liabilities  .......................................      121,762,426
                                                              ------------------
  Net assets applicable to outstanding capital stock  ......     $300,439,722
                                                              ------------------
                                                              ------------------
 
COMPOSITION OF NET ASSETS:
Capital stock and additional paid-in capital  ..............     $344,439,421
Undistributed net investment income  .......................        2,764,768
Accumulated net realized loss on investments  ..............      (55,723,083)
Unrealized appreciation of investments  ....................        8,958,616
                                                              ------------------
 
  Total - representing net assets applicable to capital
    stock  .................................................     $300,439,722
                                                              ------------------
                                                              ------------------
* Investments in securities at identified cost  ............     $405,026,493
                                                              ------------------
                                                              ------------------
 
NET ASSET VALUE AND MARKET PRICE:
Net assets  ................................................     $300,439,722
Shares outstanding (authorized 1 billion shares of $0.01 par
  value)  ..................................................       24,032,468
Net asset value  ...........................................     $      12.50
Market price  ..............................................     $      11.94
</TABLE>
 
                      SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
 
- --------------------------------------------------------------------------------
 
      1  1998 Semiannual Report - American Strategic Income Portfolio III
<PAGE>
                     Financial Statements (Unaudited) (continued)
- --------------------------------------------------------------------------------
 
                      STATEMENT OF OPERATIONS  For the Six Months Ended November
                      30, 1998
 ................................................................................
 
<TABLE>
<S>                                                                     <C>
INCOME:
Interest (net of interest expense of $3,362,880)  ....................     $14,508,450
                                                                        -----------------
 
EXPENSES (NOTE 3):
Investment management fee  ...........................................         950,167
Administrative fee  ..................................................         301,322
Custodian and accounting fees  .......................................          99,158
Transfer agent fees  .................................................          11,360
Reports to shareholders  .............................................          64,813
Mortgage servicing fees  .............................................         318,023
Directors' fees  .....................................................           1,653
Audit and legal fees  ................................................          59,035
Other expenses  ......................................................             657
                                                                        -----------------
  Total expenses  ....................................................       1,806,188
    Less expenses paid indirectly  ...................................          (8,973)
                                                                        -----------------
 
  Total net expenses  ................................................       1,797,215
                                                                        -----------------
 
  Net investment income  .............................................      12,711,235
                                                                        -----------------
 
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS (NOTE 4):
Net realized gain on investments in securities  ......................         971,689
Net realized loss on real estate owned  ..............................        (181,600)
                                                                        -----------------
 
  Net realized gain on investments  ..................................         790,089
Net change in unrealized appreciation or depreciation of investments
   ...................................................................        (396,971)
                                                                        -----------------
 
  Net gain on investments  ...........................................         393,118
                                                                        -----------------
 
    Net increase in net assets resulting from operations  ............     $13,104,353
                                                                        -----------------
                                                                        -----------------
</TABLE>
 
                      SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
 
- --------------------------------------------------------------------------------
 
      2  1998 Semiannual Report - American Strategic Income Portfolio III
<PAGE>
                     Financial Statements (Unaudited) (continued)
- --------------------------------------------------------------------------------
 
                      STATEMENT OF CASH FLOWS  For the Six Months Ended November
                      30, 1998
 ................................................................................
 
<TABLE>
<S>                                                                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Interest income  .....................................................     $14,508,450
Net expenses .........................................................      (1,797,215)
                                                                        -----------------
  Net investment income  .............................................      12,711,235
                                                                        -----------------
 
Adjustments to reconcile net investment income to net cash provided by
  operating activities:
  Change in accrued interest receivable ..............................        (237,641)
  Net amortization of bond discount and premium  .....................         272,680
  Change in accrued fees and expenses  ...............................          59,218
  Change in other assets  ............................................          68,663
                                                                        -----------------
    Total adjustments  ...............................................         162,920
                                                                        -----------------
 
    Net cash provided by operating activities ........................      12,874,155
                                                                        -----------------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of investments  ..................................      72,707,950
Purchases of investments  ............................................     (97,115,444)
Net sales of short-term securities  ..................................       5,253,000
                                                                        -----------------
 
    Net cash used by investing activities  ...........................     (19,154,494)
                                                                        -----------------
 
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from reverse repurchase agreements  .....................      22,000,000
Retirement of fund shares  ...........................................        (423,461)
Distributions paid to shareholders ...................................     (12,154,577)
                                                                        -----------------
 
    Net cash provided by financing activities  .......................       9,421,962
                                                                        -----------------
Net increase in cash  ................................................       3,141,623
Cash at beginning of period  .........................................         191,432
                                                                        -----------------
 
    Cash at end of period  ...........................................     $ 3,333,055
                                                                        -----------------
                                                                        -----------------
 
Supplemental disclosure of cash flow information:
  Cash paid for interest on reverse repurchase agreements  ...........     $ 3,314,094
                                                                        -----------------
                                                                        -----------------
</TABLE>
 
                      SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
 
- --------------------------------------------------------------------------------
 
      3  1998 Semiannual Report - American Strategic Income Portfolio III
<PAGE>
                     Financial Statements  (continued)
- --------------------------------------------------------------------------------
 
                      STATEMENTS OF CHANGES IN NET ASSETS
 ................................................................................
 
<TABLE>
<CAPTION>
                                                              -------------------------------------
                                                              Six Months Ended
                                                                  11/30/98           Year Ended
                                                                 (Unaudited)           5/31/98
                                                              -----------------   -----------------
<S>                                                           <C>                 <C>
OPERATIONS:
Net investment income  .....................................     $12,711,235         $25,797,015
Net realized gain on investments  ..........................         790,089           1,886,008
Net change in unrealized appreciation or depreciation of
  investments  .............................................        (396,971)          7,937,243
                                                              -----------------   -----------------
 
  Net increase in net assets resulting from operations  ....      13,104,353          35,620,266
                                                              -----------------   -----------------
 
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income  ................................     (12,154,577)        (26,595,561)
                                                              -----------------   -----------------
 
CAPITAL SHARE TRANSACTIONS (NOTE 6):
Decrease in net assets from capital share transactions  ....        (423,461)        (33,292,271)
                                                              -----------------   -----------------
  Total increase (decrease) in net assets  .................         526,315         (24,267,566)
 
Net assets at beginning of period  .........................     299,913,407         324,180,973
                                                              -----------------   -----------------
 
Net assets at end of period  ...............................     $300,439,722        $299,913,407
                                                              -----------------   -----------------
                                                              -----------------   -----------------
 
Undistributed net investment income  .......................     $ 2,764,768         $ 2,208,110
                                                              -----------------   -----------------
                                                              -----------------   -----------------
</TABLE>
 
                      SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
 
- --------------------------------------------------------------------------------
 
      4  1998 Semiannual Report - American Strategic Income Portfolio III
<PAGE>
                 Notes to Financial Statements (Unaudited)
- --------------------------------------------------------------------------------
 
(1) ORGANIZATION
 ............................
                      American Strategic Income Portfolio Inc. III (the fund) is
                      registered under the Investment Company Act of 1940 (as
                      amended) as a diversified, closed-end management
                      investment company. 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
                      and mortgage servicing rights. The fund may enter into
                      dollar roll transactions. In addition, the fund may borrow
                      through the use of reverse repurchase agreements. Fund
                      shares are listed on the New York Stock Exchange under the
                      symbol CSP.
 
(2) SUMMARY OF
    SIGNIFICANT
    ACCOUNTING
    POLICIES
 ............................
                      INVESTMENTS IN SECURITIES
                      Portfolio securities for which market quotations are
                      readily available are valued at current market value. If
                      market quotations or valuations are not readily available,
                      or if such quotations or valuations are believed to be
                      inaccurate, unreliable or not reflective of market value,
                      portfolio securities are valued according to procedures
                      adopted by the fund's board of directors in good faith at
                      "fair value", that is, a price that the fund might
                      reasonably expect to receive for the security or other
                      asset upon its current sale.
 
                      The current market value of certain fixed income
                      securities is provided by an independent pricing service.
                      Fixed income securities for which prices are not available
                      from an independent pricing service but where an active
                      market exists are valued using market quotations obtained
                      from one or more dealers that make markets in the
                      securities or from a widely-used quotation system.
                      Short-term securities with maturities of 60 days or less
                      are valued at amortized cost, which approximates market
                      value.
 
                      The fund's investments in whole loans (single family,
                      multifamily and commercial), participation mortgages and
                      mortgage servicing rights are generally not traded in any
                      organized market and therefore, market quotations are not
                      readily available. These investments are valued at "fair
                      value" according to procedures adopted by the fund's board
                      of directors. Pursuant to these procedures, whole loan
                      investments are initially valued at cost and their values
                      are subsequently monitored and adjusted pursuant to a
                      First American Asset Management pricing model designed to
                      incorporate, among other things, 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
                      delinquency profile, the historical payment record, the
                      expected yield at purchase, changes in prevailing interest
                      rates, and changes in the real or perceived liquidity of
                      whole loans, participation mortgages or mortgage servicing
                      rights, as the case may be. Changes in prevailing interest
                      rates, real or perceived liquidity, yield spreads, and
                      creditworthiness are factored into the pricing model each
                      week. Certain mortgage loan information is received once a
                      month. This information includes, but is not limited to,
                      the projected rate of prepayments, projected rate and
                      severity of defaults, the delinquency profile and the
                      historical payment record. Valuations of whole loans,
                      mortgage participations and mortgage servicing rights are
                      determined no less frequently than weekly.
 
- --------------------------------------------------------------------------------
 
      5  1998 Semiannual Report - American Strategic Income Portfolio III
<PAGE>
                 Notes to Financial Statements (Unaudited) (continued)
- --------------------------------------------------------------------------------
 
                      Securities transactions are accounted for on the date
                      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, is recorded on an accrual basis.
 
                      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, the individual loans
                      underlying whole loans and participation mortgages may be
                      larger than the loans underlying mortgage-backed
                      securities. 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 on the cooperation of the other participation
                      holders.
 
                      At November 30, 1998, loans representing 2.7% of net
                      assets were 60 days or more delinquent as to the timely
                      monthly payment of principal. Such delinquencies relate
                      solely to single family whole loans and represent 6.3% of
                      total single family principal outstanding at November 30,
                      1998. The fund does not record past due interest as income
                      until received. The fund may incur 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, the accrued unpaid interest and all of the
                      foreclosure expenses. In this case, the fund may suffer a
                      loss. The fund recognized net realized losses of $181,600
                      or $0.008 per share on real estate sold during the six
                      months ended November, 30 1998.
 
                      Real estate acquired through foreclosure, if any, is
                      recorded at estimated fair value. The fund may receive
                      rental or other income as a result of holding real estate.
                      In addition, the fund may incur expenses associated with
                      maintaining any real estate owned. On November 30, 1998,
                      the fund owned 8 single family homes with an aggregate
                      value of $668,025, or 0.22% of net assets.
 
                      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. The fund
                      also intends to distribute its taxable net investment
                      income and realized gains, if any, to avoid the payment of
                      any federal excise taxes.
 
                      The character of distributions made during the year from
                      net investment income or net realized gains may differ
                      from its ultimate characterization for federal income tax
                      purposes. Distributions which exceed net realized gains
                      for financial statement purposes are presented as an
                      "excess distribution" in the financial highlights. In
                      addition, due to the timing of dividend distributions, the
                      fiscal year in which amounts are distributed may differ
                      from the year that the income or realized gains or losses
                      were recorded by the fund.
 
- --------------------------------------------------------------------------------
 
      6  1998 Semiannual Report - American Strategic Income Portfolio III
<PAGE>
                 Notes to Financial Statements (Unaudited) (continued)
- --------------------------------------------------------------------------------
 
                      DISTRIBUTIONS TO SHAREHOLDERS
                      Distributions from net investment income are made monthly
                      and realized capital gains, if any, will be distributed at
                      least annually. 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 commissions 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 AND OTHER SHORT-TERM SECURITIES
                      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 or 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 that the daily market
                      value of the collateral is in excess of the repurchase
                      amount, including accrued interest, to protect the fund in
                      the event of a default. In addition to repurchase
                      agreements the fund may invest in money market funds
                      advised by the fund's advisor.
 
                      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 in the financial statements. Actual
                      results could differ from these estimates.
 
(3) EXPENSES
 ............................
                      INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES
                      On August 10, 1998, the fund entered into an investment
                      advisory agreement with U.S. Bank National Association
                      (U.S. Bank), acting through its division, First American
                      Asset Management. Prior thereto, Piper Capital Management
                      Incorporated, which was acquired by U.S. Bank on May 1,
                      1998, had served as the fund's advisor. U.S. Bank also
                      serves as the fund's administrator under an administration
                      agreement effective May 1, 1998. Prior thereto, Piper
                      Capital provided services under an administration
                      agreement through April 30, 1998.
 
                      The investment advisory agreement provides the advisor
                      with a monthly investment management fee in an amount
                      equal to an annualized rate of 0.20% of the fund's average
                      weekly net assets and 4.50% of the daily gross income
                      accrued by the fund during the month (i.e., investment
                      income, including amortization of discount and premium,
                      other than gains from the sale of securities or gains from
                      options and futures contracts less interest on money
                      borrowed by the fund). The monthly investment management
                      fee shall not exceed in the aggregate 1/12 of 0.725% of
                      the fund's average weekly net assets during the month
                      (approximately 0.725% on an annual basis). For the six
                      months ended November 30, 1998, the effective investment
                      management fee incurred by the fund was 0.63% on an
                      annualized basis. For its fee, the advisor provides
                      investment advice and conducts the management and
                      investment activity of the fund.
 
- --------------------------------------------------------------------------------
 
      7  1998 Semiannual Report - American Strategic Income Portfolio III
<PAGE>
                 Notes to Financial Statements (Unaudited) (continued)
- --------------------------------------------------------------------------------
 
                      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.
 
                      MORTGAGE SERVICING FEES
                      The fund enters into mortgage servicing agreements with
                      mortgage servicers for whole loans and participation
                      mortgages. For a fee, mortgage servicers maintain loan
                      records, such as insurance and taxes and the proper
                      allocation of payments between principal and interest.
 
                      OTHER FEES AND EXPENSES
                      In addition to the investment management, 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; expenses related to real
                      estate owned; fees to outside parties retained to assist
                      in conducting due diligence; taxes and other miscellaneous
                      expenses.
 
                      During the six months ended November 30, 1998, the fund
                      paid $27,715 for custody services to U.S. Bank Trust, an
                      affiliate of the fund's advisor. Expenses paid indirectly
                      represent a reduction of custodian fees for earnings on
                      miscellaneous cash balances maintained by the fund.
 
(4) INVESTMENT
    SECURITY
    TRANSACTIONS
 ............................
                      Cost of purchases and proceeds from sales of securities,
                      other than temporary investments in short-term securities,
                      for the six months ended November 30, 1998 aggregated
                      $96,842,764 and $72,707,950, respectively. Included in
                      proceeds from sales are $203,009 from sales of real estate
                      owned and $667,315 from prepayment penalties.
 
(5) CAPITAL LOSS
    CARRYOVER
 ............................
                      For federal income tax purposes, the fund had capital loss
                      carryovers at May 31, 1998, which, if not offset by
                      subsequent capital gains, will expire on the fund's fiscal
                      year-ends as indicated below. It is unlikely the board of
                      directors will authorize a distribution of any net
                      realized capital gains until the available capital loss
                      carryovers have been offset or expire.
 
<TABLE>
<CAPTION>
                                          CAPITAL LOSS
                                            CARRYOVER     EXPIRATION
                                          -------------   ----------
<S>                                       <C>             <C>
                                           $ 19,152,863      2003
                                             34,420,675      2004
                                                871,623      2005
                                              1,167,977      2006
                                                900,034      2007
                                          -------------
                                           $ 56,513,172
                                          -------------
                                          -------------
</TABLE>
 
(6) CAPITAL SHARE
    TRANSACTIONS
 ............................
                      REPURCHASE OFFER
                      The fund's board of directors concluded that an offer to
                      repurchase up to 10% of the fund's outstanding shares
                      would be in the best interests of shareholders.
                      Accordingly, the board authorized such an offer as part of
                      a settlement agreement reached in connection with class
                      action litigation involving the fund and seven other
                      closed-end investment companies managed by Piper Capital
                      Management Incorporated.
 
- --------------------------------------------------------------------------------
 
      8  1998 Semiannual Report - American Strategic Income Portfolio III
<PAGE>
                 Notes to Financial Statements (Unaudited) (continued)
- --------------------------------------------------------------------------------
 
                      The repurchase offer was sent to shareholders in October
                      1997, and the deadline for submitting shares for
                      repurchase was 5 p.m. Central Time on November 17, 1997.
                      The repurchase price was determined on December 1, 1997 at
                      the close of regular trading on the New York Stock
                      Exchange (4 p.m. Eastern Time). The percentage of
                      outstanding shares tendered and the number of shares
                      accepted for tender, the repurchase price per share and
                      proceeds (including tender fees) paid by the fund were as
                      follows:
 
<TABLE>
<CAPTION>
                                          PERCENTAGE      SHARES       REPURCHASE      PROCEEDS
                                           TENDERED      TENDERED         PRICE          PAID
                                          ----------   -------------   -----------   -------------
<S>                                       <C>          <C>             <C>           <C>
                                              10%          2,674,078      $12.45     $  33,292,271
</TABLE>
 
                      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 value was 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 5% of the
                      outstanding shares as of September 9, 1998. The board of
                      directors will review the plan every six months. The plan
                      was last reviewed and reapproved by the board of directors
                      on September 9, 1998. Pursuant to the plan, the fund
                      repurchased and retired 36,000 shares as of November 30,
                      1998, which represents 0.15% of the shares outstanding.
                      The total cost of repurchasing these shares was $423,461.
                      The weighted average discount per share on shares
                      purchased during the six months ended November 30, 1998,
                      was 5.52%.
 
- --------------------------------------------------------------------------------
 
      9  1998 Semiannual Report - American Strategic Income Portfolio III
<PAGE>
                      Notes to Financial Statements (continued)
- --------------------------------------------------------------------------------
 
(7) 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       Year       Year       Year
                                               11/30/98         Ended      Ended      Ended      Ended      Ended
                                            (Unaudited)(e)     5/31/98    5/31/97    5/31/96    5/31/95    5/31/94
                                          ------------------   --------   --------   --------   --------   --------
<S>                                       <C>                  <C>        <C>        <C>        <C>        <C>
PER-SHARE DATA
Net asset value, beginning of period ...        $12.46          $12.12     $12.25     $12.50     $12.61     $14.04
                                                ------         --------   --------   --------   --------   --------
Operations:
Net investment income ..................          0.53            1.02       1.00       0.99       1.18       1.37
Net realized and unrealized gains
  (losses) on investments ..............          0.02            0.37      (0.13)        --      (0.01)     (1.52)
                                                ------         --------   --------   --------   --------   --------
    Total from operations ..............          0.55            1.39       0.87       0.99       1.17      (0.15)
                                                ------         --------   --------   --------   --------   --------
Distributions to shareholders:
From net investment income .............         (0.51)          (1.05)     (1.00)     (1.24)     (1.28)     (1.07)
In excess of net realized gains on
  investments ..........................            --              --         --         --         --      (0.21)
                                                ------         --------   --------   --------   --------   --------
    Total distributions to
      shareholders .....................         (0.51)          (1.05)     (1.00)     (1.24)     (1.28)     (1.28)
                                                ------         --------   --------   --------   --------   --------
Net asset value, end of period .........        $12.50          $12.46     $12.12     $12.25     $12.50     $12.61
                                                ------         --------   --------   --------   --------   --------
                                                ------         --------   --------   --------   --------   --------
Per-share market value, end of
  period ...............................        $11.94          $11.38     $11.13     $10.25     $11.13     $12.75
                                                ------         --------   --------   --------   --------   --------
                                                ------         --------   --------   --------   --------   --------
SELECTED INFORMATION
Total return, net asset value (a) ......          4.43%          11.86%      7.43%      8.17%     10.03%     (1.78)%
Total return, market value (b) .........          9.52%          12.05%     19.18%      3.20%     (2.42)%    (9.52)%
Net assets at end of period (in
  millions) ............................        $  300          $  300     $  324     $  328     $  338     $  346
Ratio of expenses to average weekly net
  assets including interest expense
  (c) ..................................          3.43%(f)        3.47%      3.84%      2.66%      3.55%      2.13%
Ratio of expenses to average weekly net
  assets excluding interest expense
  (c) ..................................          1.20%(f)        1.42%      1.34%      1.29%      1.29%      1.19%
Ratio of net investment income to
  average weekly net assets ............          8.43%(f)        8.22%      8.22%      7.92%      9.48%      9.57%
Portfolio turnover rate (excluding
  short-term securities) ...............            18%             58%        46%       121%        49%       155%
Amount of borrowings outstanding at end
  of period (in millions) ..............        $  121          $   99     $   84     $   81     $   75     $  159
Per-share amount of borrowings
  outstanding at end of period .........        $ 5.03          $ 4.11     $ 3.12     $ 3.03     $ 2.77     $ 5.79
Per-share amount of net assets,
  excluding borrowings, at end of
  period ...............................        $17.53          $16.57     $15.24     $15.28     $15.27     $18.40
Asset coverage ratio (d) ...............           348%            403%       488%       504%       551%       317%
</TABLE>
 
(a)  ASSUMES REINVESTMENT OF DISTRIBUTIONS AT NET ASSET VALUE AND DOES NOT
     REFLECT A SALES CHARGE.
(b)  ASSUMES REINVESTMENT OF DISTRIBUTIONS AT ACTUAL PRICES PURSUANT TO THE
     FUND'S DIVIDEND REINVESTMENT PLAN.
(c)  INCLUDES 0.02%, 0.09%, AND 0.06% FROM FEDERAL EXCISE TAXES IN FISCAL YEARS
     1996, 1995 AND 1994, RESPECTIVELY. FISCAL YEAR 1998 AND 1997 RATIOS INCLUDE
     0.05% AND 0.08%, RESPECTIVELY, OF OPERATING EXPENSES ASSOCIATED WITH REAL
     ESTATE OWNED.
(d)  REPRESENTS NET ASSETS, EXCLUDING BORROWINGS, AT END OF PERIOD DIVIDED BY
     BORROWINGS OUTSTANDING AT END OF PERIOD.
(e)  EFFECTIVE AUGUST 10, 1998, THE ADVISOR WAS CHANGED FROM PIPER CAPITAL
     MANAGEMENT TO U.S. BANK.
(f)  ANNUALIZED.
 
- --------------------------------------------------------------------------------
 
      10  1998 Semiannual Report - American Strategic Income Portfolio III
<PAGE>
                     Investments in Securities (Unaudited)
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
AMERICAN STRATEGIC INCOME PORTFOLIO III       November 30, 1998
 ...................................................................................................................
 
                                                             Date                                          Market
Description of Security                                    Acquired   Par Value           Cost           Value (a)
- ---------------------------------------------------------  --------  -----------      ------------      ------------
<S>                                                        <C>       <C>              <C>               <C>
(PERCENTAGES OF EACH INVESTMENT CATEGORY RELATE TO TOTAL NET ASSETS)
 
U.S. GOVERNMENT AND AGENCY SECURITIES (25.4%):
  U.S. GOVERNMENT SECURITIES (25.4%):
    6.63%, U.S. Treasury Note, 3/31/02 ..................   9/22/98  $72,000,000(b)   $ 74,007,984      $ 76,356,000
                                                                                      ------------      ------------
 
PRIVATE MORTGAGE-BACKED SECURITIES (E) (0.0%):
  FIXED RATE (0.0%):
    0.00%, First Gibralter, Series 1992-MM, Class B,
      10/25/21 .                                            7/15/93    1,633,747(f)        616,198                --
                                                                                      ------------      ------------
WHOLE LOANS AND PARTICIPATION MORTGAGES (C,D,E) (112.4%):
  COMMERCIAL LOANS (23.3%):
    7th Street & Lincoln Parking Lot, 8.00%, 4/1/08 .....    3/3/98    1,091,740         1,091,740         1,090,099
    Academy Spectrum Building, 8.72%, 7/1/00 ............   6/23/98    2,992,977         2,992,977         3,022,907
    Airport Plaza Offices, 8.88%, 5/1/01 ................    5/1/96      727,152           727,152           744,530
    Blacklake Place I and II, 8.78%, 9/1/07 .............   8/12/97    4,886,950         4,886,950         5,106,685
    Blacklake Place III, 8.78%, 9/1/07 ..................   8/12/97    2,443,475         2,443,475         2,553,343
    Brookhollow West and Northwest Technical Center,
      8.21%, 8/1/02 .....................................   7/29/97    3,640,846         3,640,846         3,760,524
    Commerce Center, 8.88%, 5/1/01 ......................    5/1/96    1,890,596         1,890,596         1,935,778
    CUBB Properties Mobile Home Park, 8.15%, 11/1/07 ....   11/4/97    2,888,758         2,888,758         2,947,235
    Disco Print Warehouse, 8.90%, 2/1/04 ................    2/7/97    1,343,319         1,343,319         1,401,467
    Duncan Office Building, 8.00%, 6/1/08 ...............   5/19/98      743,548           743,548           753,582
    Jackson Street Parking Lot, 8.63%,
      7/1/07 ............................................   6/30/98    1,882,300         1,882,300         1,932,614
    Jackson Street Warehouse, 8.63%, 7/1/07 .............   6/30/98    2,972,053         2,972,053         3,093,617
    Jefferson Office Building, 7.50%, 12/1/13 ...........   11/5/98    1,149,760         1,149,760         1,136,418
    John Brown Office Building, 8.90%, 6/1/03 ...........   7/23/97    4,928,333         4,928,333         5,148,421
</TABLE>
 
<TABLE>
<CAPTION>
                                                             Date                                          Market
Description of Security                                    Acquired   Par Value           Cost           Value (a)
- ---------------------------------------------------------  --------  -----------      ------------      ------------
<S>                                                        <C>       <C>              <C>               <C>
    Kimball Professional Office Building, 8.00%,
      7/1/08 ............................................    7/2/98  $ 2,340,017      $  2,340,017      $  2,360,905
    Lake Pointe Corporate Center, 8.67%, 7/1/07 .........    7/7/97    3,891,264         3,891,264         4,051,104
    LAX Air Freight Center, 8.00%, 1/1/08 ...............  12/29/97    3,422,507         3,422,507         3,451,711
    Meridian Corporate Center, 8.10%, 8/1/02 ............    8/1/97    2,349,014         2,349,014         2,407,877
    North Austin Business Center, 9.15%, 5/1/07 .........   4/10/97    3,048,181         3,048,181         3,200,590
    One Metro Square Office Building, 8.20%, 10/1/02 ....   9/24/97    2,958,638         2,958,638         3,017,810
    Pacific Shores Mobile Home Park II, 11.12%,
      10/1/06 ...........................................   9/27/96    2,904,532         2,890,010         3,049,759
    Parkside Office Building, 8.30%, 12/1/01 ............  11/19/96    1,682,100         1,665,279         1,701,350
    Pilot Knob Service Center, 9.07%, 7/1/07 ............   6/20/97    1,502,225         1,502,225         1,577,336
    PMG Plaza, 9.05%, 4/1/04 ............................   3/20/97    2,553,206         2,553,206         2,679,514
    Santa Monica Center, 8.35%, 11/1/04 .................  11/17/97    3,460,407         3,460,407         3,529,615
    Seventh Street Parking Ramp, 8.63%, 9/1/07 ..........   8/25/97    1,982,674         1,982,674         2,071,962
    Turf Mobile Manor, 8.25%, 1/1/06 ....................    2/2/96    2,307,557         2,304,673         2,370,463
                                                                                      ------------      ------------
                                                                                        67,949,902        70,097,216
                                                                                      ------------      ------------
 
  MULTIFAMILY LOANS (44.6%):
    Ambassador House Apartments, 10.13%, 12/1/01 ........   11/3/94    2,340,673         2,338,462         2,434,300
    Arbor Parks and Woodridge Apartments, 7.48%,
      9/1/03 ............................................   8/27/98   17,464,000        17,464,000        17,375,031
    Boardwalk Apartments, 7.40%, 2/1/08 .................   1/16/98    5,362,283         5,362,283         5,193,101
    Briarwood Apartments, 10.24%, 12/1/01 ...............  11/22/94      975,825           972,410         1,014,858
    Clackamas Trail Apartments, 8.50%, 7/1/01 ...........    7/3/97   14,057,068        14,057,068        14,197,639
</TABLE>
 
SEE ACCOMPANYING NOTES TO INVESTMENTS IN SECURITIES.
 
- --------------------------------------------------------------------------------
 
      11  1998 Semiannual Report - American Strategic Income Portfolio III
<PAGE>
               Investments in Securities (Unaudited) (continued)
- --------------------------------------------------------------------------------
 
AMERICAN STRATEGIC INCOME PORTFOLIO III
(CONTINUED)
 
<TABLE>
<CAPTION>
                                                             Date                                          Market
Description of Security                                    Acquired   Par Value           Cost           Value (a)
- ---------------------------------------------------------  --------  -----------      ------------      ------------
<S>                                                        <C>       <C>              <C>               <C>
    El Camino Apartments, 10.65%, 2/1/02 ................    1/5/95  $ 4,698,403      $  4,694,977      $  4,792,371
    El Toro Blanco Apartments, 10.05%, 1/1/02 ...........    1/3/95    1,317,868         1,286,263         1,370,582
    Everhard Road Apartments, 9.31%, 9/1/01 .............    8/4/94      475,751           467,610           480,508
    Falls Apartments, 9.88%, 7/1/03 .....................   5/12/93    3,848,171         3,809,690         4,002,098
    Faronia Square Apartments, 10.40%, 1/1/02 ...........  12/30/94    3,517,813         3,482,634         3,658,525
    Geneva Village Apartments, 9.50%, 11/1/04 ...........  10/14/94    1,232,899         1,228,355         1,294,543
    Grand Forks Multifamily, 9.94%, 12/1/01 .............   11/9/94    2,343,552         2,333,160         2,390,423
    Harpers Ferry Apartments, 10.56%, 12/1/01 ...........   12/1/94    1,798,229         1,781,321         1,888,140
    Heritage Park Apartments, 9.00%, 2/1/04 .............   1/31/97    1,910,600         1,910,600         1,999,397
    Huntington Hills Apartments, 8.75%, 11/1/05 .........   10/2/95    1,308,386         1,301,844         1,368,103
    Johanson Arms Apartments, 9.35%, 6/1/04 .............   5/16/96    2,016,663         2,016,663         2,117,496
    Johnson/Wilson Apartments, 10.00%, 9/1/18 ...........   9/17/93      771,126           763,414           771,126
    Kingstown Colony Apartments, 9.98%, 11/1/01 .........  10/31/94    1,753,060         1,730,367         1,823,182
    Maple Village Apartments, 9.50%, 11/1/04 ............  10/14/94    1,288,361         1,283,540         1,352,779
    Meadowview Apartments, 9.50%, 11/1/04 ...............  10/14/94      914,222           911,272           959,934
    Meridian Pointe Apartments, 8.85%, 2/1/12 ...........    3/7/97    1,186,262         1,186,262         1,245,575
    Mission Village Apartments, 8.94%, 9/1/01 ...........   8/11/94    2,162,248         2,151,437         2,183,870
    Oak Grove Apartments, 10.05%, 12/2/01 ...............  11/15/94      875,818           857,488           919,609
    Parkway Village Apartments, 9.50%, 11/1/04 ..........  10/14/94      887,348           884,532           931,715
</TABLE>
 
<TABLE>
<CAPTION>
                                                             Date                                          Market
Description of Security                                    Acquired   Par Value           Cost           Value (a)
- ---------------------------------------------------------  --------  -----------      ------------      ------------
<S>                                                        <C>       <C>              <C>               <C>
    Quail Lakes Apartments, 8.95%, 11/1/03 ..............   11/1/96  $ 8,869,973      $  8,866,425      $  9,257,060
    Regency Manor Apartments, 10.30%, 1/1/00 ............  12/16/94    5,204,281         5,200,860         4,137,631
    Riverbrook Apartments, 10.38%, 1/1/02 ...............  12/29/94    2,016,583         1,994,016         2,097,246
    Rose Park Apartments, 9.50%, 11/1/04 ................  10/14/94      756,416           754,120           794,236
    Royal Court Apartments, 9.00%, 10/1/04 ..............   9/11/97    1,420,471         1,420,471         1,477,290
    Shelter Island Apartments, 7.70%, 12/1/08 ...........   11/4/98   13,456,890        13,456,890        13,359,498
    Southlake Villa Apartments, 9.50%, 11/1/04 ..........  10/14/94    1,156,931         1,152,499         1,214,778
    The Timbers Apartments, 8.31%, 6/1/99 ...............    5/5/94    2,659,336         2,632,742         2,144,685
    Tradewinds I, 8.25%, 10/1/01 ........................   9/30/98   12,032,323        12,032,323        11,693,090
    Tradewinds II, 14.00%, 10/1/01 ......................   9/30/98    4,280,000         4,280,000         4,365,600
    Valley Manor Apartments, 8.45%, 11/1/05 .............   7/14/98    3,738,932         3,738,932         3,861,202
    Westree Apartments, 10.00%, 9/1/03 ..................   8/30/93    3,127,855         3,101,790         3,252,970
    Westree Apartments, 10.00%, 1/1/00 ..................   6/19/98      500,000           500,000           464,253
                                                                                      ------------      ------------
                                                                                       133,406,720       133,884,444
                                                                                      ------------      ------------
 
  SINGLE FAMILY LOANS (44.5%):
    Arbor, 9.27%, 8/16/17 ...............................   2/16/96    3,515,546         3,523,617         3,515,546
    Barclays, 8.48%, 6/7/25 .............................   11/7/95    1,629,575         1,550,228         1,572,436
    Bayview Financial, 5.73%, 2/21/20 ...................   7/21/95      625,613           535,779           616,477
    Delaware II, 8.64%, 11/27/07 ........................   6/30/93    5,385,633(b)      4,982,493         5,371,849
    Fairbanks IV, 7.58%, 4/3/19 .........................   11/3/94    2,342,070(b)      1,999,599         2,248,046
    Federal Mortgage, 8.11%, 12/15/20 ...................   6/15/93      498,548           378,996           350,598
    First Boston II, 8.60%, 7/31/09 .....................   4/30/93    1,950,308         1,741,109         1,907,951
    First Boston III, 8.41%, 2/1/13 .....................   7/29/93    2,080,460(b)      1,784,919         2,072,506
    First Boston IV, 8.92%, 3/1/12 ......................  12/17/93    1,979,463         1,819,634         1,959,483
    First Boston V, 8.10%, 5/26/16 ......................   4/26/95    1,871,854         1,846,116         1,899,148
</TABLE>
 
SEE ACCOMPANYING NOTES TO INVESTMENTS IN SECURITIES.
 
- --------------------------------------------------------------------------------
 
      12  1998 Semiannual Report - American Strategic Income Portfolio III
<PAGE>
               Investments in Securities (Unaudited) (continued)
- --------------------------------------------------------------------------------
 
AMERICAN STRATEGIC INCOME PORTFOLIO III
(CONTINUED)
 
<TABLE>
<CAPTION>
                                                             Date                                          Market
Description of Security                                    Acquired   Par Value           Cost           Value (a)
- ---------------------------------------------------------  --------  -----------      ------------      ------------
<S>                                                        <C>       <C>              <C>               <C>
    Greenwich, 9.31%, 4/16/05 ...........................   2/16/96  $ 1,355,713(b)   $  1,322,081      $  1,376,582
    Kidder Peabody I, 10.10%, 9/1/10 ....................   9/30/93    2,779,834(b)      2,488,606         2,833,597
    Kidder Peabody II, 9.78%, 5/1/13 ....................   3/17/94      443,218           417,428           456,456
    Knutson III, 8.30%, 4/1/15 ..........................   3/26/93      805,063           757,258           826,294
    Maryland National, 9.52%, 9/1/19 ....................   10/6/93    1,287,492         1,165,180         1,283,537
    Meridian IV, 7.62%, 8/16/16 .........................   1/20/95    5,462,086(b)      5,083,627         5,447,634
    Meridian V, 7.77%, 10/6/17 ..........................    4/6/95    3,251,862(b)      3,103,784         3,271,895
    Minneapolis Employees Retirement Fund, 8.56%,
      2/10/14 ...........................................   4/10/96    3,630,471(b)      3,368,597         3,603,589
    Mortgage Access, 9.03%, 9/30/19 .....................   6/30/93      711,396           671,816           732,738
    Nomura, 10.00%, 12/16/23 .                             12/16/93   22,318,169(b)     23,104,534        22,747,344
    Nomura III, 8.48%, 12/29/17 .........................   9/29/95   13,843,651(b)     12,071,659        13,325,342
    Norwest II, 7.79%, 11/27/22 .........................   2/27/96    4,976,016(b)      4,951,480         5,039,557
    Norwest IV, 8.31%, 2/23/25 ..........................   5/23/96    5,104,226(b)      5,073,480         5,188,207
    Norwest VI, 8.32%, 3/6/26 ...........................   12/6/96    4,047,100(b)      3,969,355         4,068,129
    Norwest VII, 8.07%, 7/24/25 .........................   2/24/97    5,422,266(b)      5,273,154         5,465,224
    Norwest X, 7.89%, 1/1/25 ............................   3/12/98    6,242,997         6,259,229         6,248,031
    Norwest XI, 8.00%, 4/1/23 ...........................   6/15/98   10,799,646(b)     10,754,824        10,813,046
    Norwest XII, 7.59%, 8/1/24 ..........................   8/27/98    9,089,994         9,020,001         9,003,485
    Norwest XIII, 7.64%, 10/1/25 ........................  10/28/98    5,849,345         5,818,891         5,783,102
    President Homes 93-6C, Sales Inventory, 6.76%,
      8/1/23 ............................................  12/13/93      107,682           106,605           107,737
    President Homes 93-6E, Sales Inventory, 6.65%,
      11/1/22 ...........................................   5/19/94      167,894           166,212           172,930
    President Homes 94-1B, Sales Inventory, 10.00%,
      11/18/23 .                                           10/31/94      184,528           181,911           190,064
    Sears Mortgage, 8.19%, 10/1/17 ......................   7/16/93      541,744           509,240           546,039
    Shearson Lehman, 9.55%, 6/1/17 ......................   5/26/93    3,176,753         2,801,139         3,241,735
</TABLE>
 
<TABLE>
<CAPTION>
                                                             Date                                          Market
Description of Security                                    Acquired   Par Value           Cost           Value (a)
- ---------------------------------------------------------  --------  -----------      ------------      ------------
<S>                                                        <C>       <C>              <C>               <C>
    The Crossings, 10.38%, 10/1/11 ......................   4/16/93  $   438,721      $    443,108      $    451,884
                                                                                      ------------      ------------
                                                                                       129,045,689       133,738,218
                                                                                      ------------      ------------
 
      Total Whole Loans and Participation Mortgages  ....                              330,402,311       337,719,878
                                                                                      ------------      ------------
 
      Total Investments in Securities (g) ...............                             $405,026,493      $414,075,878
                                                                                      ------------      ------------
                                                                                      ------------      ------------
</TABLE>
 
NOTES TO INVESTMENTS IN SECURITIES:
(a)  SECURITIES ARE VALUED IN ACCORDANCE WITH PROCEDURES DESCRIBED IN NOTE 2 TO
     THE FINANCIAL STATEMENTS.
(b)  ON NOVEMBER 30, 1998, SECURITIES VALUED AT $149,313,596 WERE PLEDGED AS
     COLLATERAL FOR THE FOLLOWING OUTSTANDING REVERSE REPURCHASE AGREEMENTS:
 
<TABLE>
<CAPTION>
                                                                 NAME OF
                                                               BROKER AND
              ACQUISITION                          ACCRUED     DESCRIPTION
   AMOUNT        DATE        RATE*        DUE     INTEREST    OF COLLATERAL
- ------------  -----------  ----------  ---------  ---------  ---------------
<S>           <C>          <C>         <C>        <C>        <C>
$ 51,000,000     11/2/98        6.13%    12/1/98  $ 251,635            (1)
  70,000,000     11/2/98        5.18%    12/1/98    292,095            (2)
- ------------                                      ---------
$121,000,000                                      $ 543,730
- ------------                                      ---------
- ------------                                      ---------
</TABLE>
 
*    INTEREST RATE AS OF NOVEMBER 30, 1998. RATES ARE BASED ON THE LONDON
     INTERBANK OFFERED RATE (LIBOR) AND RESET MONTHLY.
**   THE FUND HAS ENTERED INTO A LENDING COMMITMENT WITH NOMURA. THE AGREEMENT
     PERMITS THE FUND TO ENTER INTO REVERSE REPURCHASE AGREEMENTS UP TO
     $30,000,000 USING WHOLE LOANS AS COLLATERAL. THE FUND PAYS A FEE OF 0.25%
     TO NOMURA ON ANY UNUSED PORTION OF THE $30,000,000 LENDING COMMITMENT.
 
NAME OF BROKER AND DESCRIPTION OF COLLATERAL:
         (1) NOMURA:
            U.S. TREASURY NOTE, 6.63%, 3/31/02, $65,825,000 PAR
         (2) NOMURA:
            DELAWARE II, 8.64%, 11/27/07, $3,901,946 PAR
            FAIRBANKS IV, 7.58%,4/3/19, $872,380 PAR
            FIRST BOSTON III, 8.41%, 2/1/13, $855,262 PAR
            GREENWICH, 9.31%, 4/16/05, $1,288,658 PAR
            KIDDER PEABODY I, 10.10%, 9/1/10, $2,088,702 PAR
            MERIDIAN IV, 7.62%, 8/16/16, $4,729,186 PAR
            MERIDIAN V, 7.77%, 10/6/17, $2,613,669 PAR
            MINNEAPOLIS EMPLOYEES RETIREMENT FUND, 8.56%, 2/10/14, $3,436,944
         PAR
            NOMURA, 10.00%, 12/16/23, $18,011,635 PAR
            NOMURA III, 8.48%, 12/29/17, $11,692,372 PAR
            NORWEST II, 7.79%, 11/27/22, $4,705,050 PAR
            NORWEST IV, 8.31%, 2/23/25, $4,924,659 PAR
            NORWEST VI, 8.32%, 3/6/26, $4,047,100 PAR
            NORWEST VII, 8.07%, 7/24/25, $5,422,266 PAR
            NORWEST XI, 8.00%, 4/1/23, $10,799,646 PAR
(c)  INTEREST RATES ON COMMERCIAL AND MULTIFAMILY LOANS ARE THE RATES IN EFFECT
     ON NOVEMBER 30, 1998. INTEREST RATES AND MATURITY DATES DISCLOSED ON SINGLE
     FAMILY LOANS REPRESENT THE WEIGHTED AVERAGE COUPON AND WEIGHTED AVERAGE
     MATURITY FOR THE UNDERLYING MORTGAGE LOANS AS OF NOVEMBER 30,1998.
(d)  COMMERCIAL AND MULTIFAMILY LOANS ARE DESCRIBED BY THE NAME OF THE MORTGAGED
     PROPERTY. POOLS OF SINGLE FAMILY LOANS ARE DESCRIBED BY THE NAME OF THE
     INSTITUTION FROM WHICH THE LOANS WERE PURCHASED. THE GEOGRAPHICAL LOCATION
     OF THE MORTGAGED PROPERTIES AND, IN THE CASE OF SINGLE FAMILY, THE NUMBER
     OF LOANS, IS PRESENTED BELOW.
 
COMMERCIAL LOANS:
         7TH STREET & LINCOLN PARKING LOT - PHOENIX, AZ
         ACADEMY SPECTRUM BUILDING - COLORADO SPRINGS, CO
         AIRPORT PLAZA OFFICES - ALBUQUERQUE, NM
 
- --------------------------------------------------------------------------------
 
      13  1998 Semiannual Report - American Strategic Income Portfolio III
<PAGE>
               Investments in Securities (Unaudited) (continued)
- --------------------------------------------------------------------------------
<TABLE>
<S>  <C>
         BLACKLAKE PLACE I & II - OLYMPIA, WA
         BLACKLAKE PLACE III - OLYMPIA, WA
         BROOKHOLLOW WEST AND NORTHWEST TECHNICAL CENTER - HOUSTON, TX
         COMMERCE CENTER - ALBUQUERQUE, NM
         CUBB PROPERTIES MOBILE HOME PARK - NEW YORK, NY
         DISCO PRINT WAREHOUSE - SUGARLAND, TX
         DUNCAN OFFICE BUILDING - OLYMPIA, TX
         JACKSON STREET PARKING LOT - PHOENIX, TX
         JACKSON STREET WAREHOUSE - PHOENIX, TX
         JEFFERSON OFFICE BUILDING - OLYMPIA, WA
         JOHN BROWN OFFICE BUILDING - HOUSTON, TX
         KIMBALL PROFESSIONAL OFFICE BUILDING - GIG HARBOR, WA
         LAKE POINTE CORPORATE CENTER - MINNEAPOLIS, MN
         LAX AIR FREIGHT CENTER - INGLEWOOD, CA
         MERIDIAN CORPORATE CENTER - BOCA RATON, FL
         NORTH AUSTIN BUSINESS CENTER - AUSTIN, TX
         ONE METRO SQUARE OFFICE BUILDING - FARMERS BRANCH, TX
         PACIFIC SHORES MOBILE HOME PARK II - NEWPORT, OR
         PARKSIDE OFFICE BUILDING - SAN ANTONIO, TX
         PILOT KNOB SERVICE CENTER - MENDOTA HEIGHTS, MN
         PMG PLAZA - FORT LAUDERDALE, FL
         SANTA MONICA CENTER - WEST HOLLYWOOD, CA
         SEVENTH STREET PARKING RAMP - PHOENIX, AZ
         TURF MOBILE MANOR - PHOENIX, AZ
 
MULTIFAMILY LOANS:
         AMBASSADOR HOUSE APARTMENTS - OKLAHOMA CITY, OK
         ARBOR PARKS AND WOODRIDGE APARTMENTS - DALLAS AND FORT WORTH, TX
         BOARDWALK APARTMENTS - OKLAHOMA CITY, OK
         BRIARWOOD APARTMENTS - GREELEY, CO
         CLACKAMAS TRAIL APARTMENTS - CLACKAMAS, OR
         EL CAMINO APARTMENTS - PHOENIX, AZ
         EL TORO BLANCO APARTMENTS - COLORADO SPRINGS, CO
         EVERHARD ROAD APARTMENTS - NORTH CANTON, OH
         FALLS APARTMENTS - COLORADO SPRINGS, CO
         FARONIA SQUARE APARTMENTS - MEMPHIS, TN
         GENEVA VILLAGE APARTMENTS - WEST JORDAN, UT
         GRAND FORKS MULTIFAMILY - GRAND FORKS, ND
         HARPERS FERRY APARTMENTS - LAFAYETTE, LA
         HERITAGE PARK APARTMENTS - LIVERPOOL, NY
         HUNTINGTON HILLS APARTMENTS - MANKATO, MN
         JOHANSON ARMS APARTMENTS - KINGSBURG, CA.
         JOHNSON/WILSON APARTMENTS - ST. PAUL, MN
         KINGSTOWN COLONY APARTMENTS - MARYVILLE, TN
         MAPLE VILLAGE APARTMENTS - AMERICAN FORK, UT
         MEADOWVIEW APARTMENTS - WEST JORDAN, UT
         MERIDIAN POINTE APARTMENTS - KALISPELL, MT
         MISSION VILLAGE APARTMENTS - TUCSON, AZ
         OAK GROVE APARTMENTS - MINNEAPOLIS, MN
         PARKWAY VILLAGE APARTMENTS - WEST JORDAN, UT
         QUAIL LAKES APARTMENTS - OKLAHOMA CITY, OK
         REGENCY MANOR APARTMENTS - GRAND ISLAND, NY
         RIVERBROOK APARTMENTS - TAMPA, FL
         ROSE PARK APARTMENTS - VERNAL, UT
         ROYAL COURT APARTMENTS - MIAMI BEACH FL
         SHELTER ISLAND APARTMENTS - LAS VEGAS, NV
         SOUTHLAKE VILLA APARTMENTS - SALT LAKE CITY, UT
         THE TIMBERS APARTMENTS - HOUSTON, TX
         TRADEWINDS I - DALLAS, TX
         TRADEWINDS II - DALLAS, TX
         VALLEY MANOR APARTMENTS - HASTINGS, MN
         WESTREE APARTMENTS - COLORADO SPRINGS, CO
 
SINGLE FAMILY LOANS:
         ARBOR - 41 LOANS, NEW YORK
         BARCLAYS - 12 LOANS, MIDWESTERN UNITED STATES
         BAYVIEW FINANCIAL - 8 LOANS, MARYLAND
         DELAWARE II - 145 LOANS, TEXAS
         FAIRBANKS IV - 25 LOANS, UNITED STATES
         FEDERAL MORTGAGE - 8 LOANS, CONNECTICUT
         FIRST BOSTON II - 50 LOANS, UNITED STATES, PRIMARILY IN TEXAS
         FIRST BOSTON III - 62 LOANS, TEXAS AND FLORIDA
         FIRST BOSTON IV - 54 LOANS, TEXAS, OKLAHOMA, AND MASSACHUSETTS
         FIRST BOSTON V - 26 LOANS, UNITED STATES
         GREENWICH - 17 LOANS, COLORADO
         KIDDER PEABODY I - 82 LOANS, UNITED STATES
         KIDDER PEABODY II - 5 LOANS, ARIZONA AND COLORADO
         KNUTSON III - 16 LOANS, UNITED STATES
         MARYLAND NATIONAL - 16 LOANS, UNITED STATES
         MERIDIAN IV - 74 LOANS, MIDWESTERN UNITED STATES
         MERIDIAN V - 49 LOANS, UNITED STATES
         MINNEAPOLIS EMPLOYEES RETIREMENT FUND - 103 LOANS, MINNESOTA
         MORTGAGE ACCESS - 5 LOANS, NEW JERSEY
         NOMURA - 565 LOANS, CALIFORNIA AND TEXAS
         NOMURA III - 201 LOANS, MIDWESTERN UNITED STATES
         NORWEST II - 49 LOANS, MIDWESTERN UNITED STATES
         NORWEST IV - 41 LOANS, MIDWESTERN UNITED STATES
         NORWEST VI - 26 LOANS, MIDWESTERN UNITED STATES
         NORWEST VII - 38 LOANS, MIDWESTERN UNITED STATES
         NORWEST X - 41 LOANS, MIDWESTERN UNITED STATES
         NORWEST XI - 91 LOANS, MIDWESTERN UNITED STATES
         NORWEST XII - 68 LOANS, MIDWESTERN UNITED STATES
         NORWEST XIII - 38 LOANS, MIDWESTERN UNITED STATES
         PRESIDENT HOMES, 93-6C SALES INVENTORY - 2 LOANS, MIDWESTERN UNITED
           STATES
         PRESIDENT HOMES, 93-6E SALES INVENTORY - 2 LOANS, MIDWESTERN UNITED
           STATES
         PRESIDENT HOMES, 94-1B SALES INVENTORY - 1 LOAN, KANSAS
         SEARS MORTGAGE - 9 LOANS, MIDWESTERN UNITED STATES
         SHEARSON LEHMAN - 76 LOANS, UNITED STATES
         THE CROSSINGS - 9 LOANS, MIDWESTERN UNITED STATES
 
(e)  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 AND ARE CONSIDERED TO BE ILLIQUID. ON NOVEMBER 30, 1998, THE
     TOTAL MARKET VALUE OF THESE INVESTMENTS WAS $337,719,878 OR 112.4% OF TOTAL
     NET ASSETS.
(f)  BASED UPON ESTIMATED TIMING AND AMOUNT OF FUTURE CASH FLOWS, INCOME IS
     CURRENTLY NOT BEING RECOGNIZED ON THIS SECURITY WITH NO MARKET VALUE.
(g)  ALSO APPROXIMATES COST FOR FEDERAL INCOME TAX PURPOSES. THE AGGREGATE GROSS
     UNREALIZED APPRECIATION AND DEPRECIATION OF INVESTMENTS IN SECURITIES,
     INCLUDING REAL ESTATE OWNED, BASED ON THIS COST WERE AS FOLLOWS:
</TABLE>
 
<TABLE>
      <S>                                   <C>
      GROSS UNREALIZED APPRECIATION ......  $ 12,426,422
      GROSS UNREALIZED DEPRECIATION ......    (3,467,806)
                                            ------------
        NET UNREALIZED APPRECIATION ......  $  8,958,616
                                            ------------
                                            ------------
</TABLE>
 
- --------------------------------------------------------------------------------
 
      14  1998 Semiannual Report - American Strategic Income Portfolio III
<PAGE>
                 Shareholder Update
- --------------------------------------------------------------------------------
 
                      ANNUAL MEETING RESULTS
                      An annual meeting of the fund's shareholders was held on
                      August 10, 1998. Each matter voted upon at that 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
                          directors:
 
<TABLE>
<CAPTION>
                                             SHARES       SHARES WITHHOLDING
                                           VOTED "FOR"    AUTHORITY TO VOTE
                                          -------------   ------------------
<S>                                       <C>             <C>
David T. Bennett .......................    19,887,330          654,253
Robert J. Dayton .......................    19,888,150          653,433
Roger A. Gibson ........................    19,895,343          646,240
Andrew M. Hunter III ...................    19,889,959          651,624
Leonard W. Kedrowski ...................    19,895,191          646,392
Robert L. Spies ........................    19,891,517          650,066
Joseph D. Strauss ......................    19,895,901          645,682
Virginia L. Stringer ...................    19,892,945          648,638
</TABLE>
 
                      (2) The fund's shareholders approved an interim advisory
                          agreement between the fund and Piper Capital
                          Management Incorporated ("Piper Capital"), and the
                          receipt of investment advisory fees by Piper Capital
                          under such agreement. The following votes were cast
                          regarding this matter:
 
<TABLE>
<CAPTION>
      SHARES            SHARES           BROKER
   VOTED "FOR"      VOTED "AGAINST"    ABSTENTIONS   NON-VOTES
 ----------------  -----------------   -----------   ---------
 <S>               <C>                 <C>           <C>
      19,779,432        348,921          413,230        --
</TABLE>
 
                      (3) The fund's shareholders approved a new investment
                          advisory agreement between the fund and U.S. Bank
                          National Association. The following votes were cast
                          regarding this matter:
 
<TABLE>
<CAPTION>
      SHARES            SHARES           BROKER
   VOTED "FOR"      VOTED "AGAINST"    ABSTENTIONS   NON-VOTES
 ----------------  -----------------   -----------   ---------
 <S>               <C>                 <C>           <C>
      19,802,382        326,740          412,461        --
</TABLE>
 
                      (4) The fund's shareholders ratified the selection by a
                          majority of the independent members of the fund's
                          Boards of Directors of KPMG Peat Marwick as the
                          independent public accountants for the fund for the
                          fiscal year ending May 31, 1998. The following votes
                          were cast regarding this matter:
 
<TABLE>
<CAPTION>
      SHARES            SHARES           BROKER
   VOTED "FOR"      VOTED "AGAINST"    ABSTENTIONS   NON-VOTES
 ----------------  -----------------   -----------   ---------
 <S>               <C>                 <C>           <C>
      20,082,865        181,554          277,164        --
</TABLE>
 
                      SHARE REPURCHASE PROGRAM
                      Your fund's board of directors has approved 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 5% of the fund's
                      outstanding shares as of Septemer 9, 1998.
 
- --------------------------------------------------------------------------------
 
      15  1998 Semiannual Report - American Strategic Income Portfolio III
<PAGE>
                 Shareholder Update (continued)
- --------------------------------------------------------------------------------
 
                      WHAT EFFECT WILL THIS PROGRAM HAVE ON SHAREHOLDERS?
                      We do not expect any adverse impact on the advisor'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 the 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.
 
                      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 advisor. The board of directors'
                      decision whether to continue the share repurchase program
                      will be reported 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.
 
- --------------------------------------------------------------------------------
 
      16  1998 Semiannual Report - American Strategic Income Portfolio III
<PAGE>

[LOGO]

American Strategic Income Portfolio III
1998   SEMIANNUAL REPORT







1/1999    123-99

[LOGO] This document is printed on paper
       made from 100% total recovered fiber,
       including 15% post-consumer waste.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission