SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 41)
American Strategic Income Portfolio, Inc.
( ASP )
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
030098107
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(CUSIP Number)
Paul E. Rasmussen
3300 IDS Center
80 South Eighth Street
Minneapolis, MN 55402-4130
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(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 9, 2010
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for an subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 030098107
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Sit Investment Associates, Inc. IRS Identification No. 41-1404829
See Exhibit 1 for schedule of affiliated entities.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO Cash deposited in investment accounts regarding which Sit Investment
Associates, Inc. and Sit Investment Fixed Income Advisors, Inc. have
investment discretion.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Minnesota
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7. SOLE VOTING POWER
NUMBER OF 1,881,897 Shares
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 1,881,897 Shares
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10. SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
1,881,897 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.48%
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14 TYPE OF REPORTING PERSON (See instructions)
IA
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ITEM 1 Security and Issuer
Common Stock
American Strategic Income Portfolio, Inc.
c/o Julie Kuck
U.S. Bancorp Asset Management
800 Nicollet Mall, BC-MN-H04N
Minneapolis, MN 55402
ITEM 2 Identity and Background
a) Sit Investment Associates, Inc.
Roger Jerome Sit, Chairman, President, CEO and Global CIO
Michael Clinton Brilley, Sr. VP and Sr. Fixed Income Officer
Paul E. Rasmussen, Vice President, Secretary
Frederick Richard Adler, Director
William E. Frenzel, Director
Ralph Strangis, Director
b) Incorporated in the State of Minnesota
3300 IDS Center, 80 South Eighth Street,
Minneapolis, MN 55402
c) Investment Management
d) None of the individuals listed above or Sit Investment
Associates,Inc. has been convicted during the last 5 years of
any criminal proceeding (excluding traffic violations).
e) During the last five years none of the individuals listed above
or Sit Investment Associates, Inc. has been a party to a civil
proceeding as a result of which any of them is subject to a
judgment, decree, or final order enjoining future violations of
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
f) Each of the individuals listed above is a United States citizen.
ITEM 3 Source and Amount of Funds or Other Considerations
00 Cash deposited in investment accounts regarding which Sit
Investment Associates, Inc. its subsidiaries, Sit Investment
Fixed Income Advisors, Inc. and Sit Fixed Income Advisors II, LLC
(together "SIA") have investment discretion.
ITEM 4 Purpose of Transaction
Shares of the Issuer have been acquired and sold over a period of time
beginning March 11, 1996, and since the filing of the previous
amendments to this Schedule 13D, in the ordinary course of business as
an investment manager for investment purposes.
The shares of the Issuer have been trading at a significant discount
to net asset value during the past several years. SIA has determined
that it is in the best interests of certain of its clients to pursue
with the Issuer changes in the Issuer's practices or policies that, if
adopted, would tend to reduce or eliminate the discount at which the
shares of the Issuer will trade in the future.
SIA otherwise does not seek to influence or control the management of
the Issuer. SIA will continue to acquire and sell shares of the
Issuer on behalf of its clients for investment purposes in the
ordinary course of business and will vote such additionally acquired
shares in favor of any proposal submitted to shareholders that
satisfactorily meets the objectives described above.
Practices that SIA has discussed with management of the Issuer that,
if adopted, may reduce or eliminate the discount at which the shares
of the Issuer will trade in the future include: a.) investment
strategies that may increase the Issuer's income and maintain an
investment grade quality rating such as utilizing equity based
leverage; investing in shares of closed-end funds with high returns
and investment objectives similar to the Issuer's, including funds
affiliated with the Issuer; and utilizing repurchase agreements on
agency mortgage securities; b.) policies to re-purchase the Issuer's
shares such as authorizing a tender offer; and c.) adoption of a
distribution policy that provides for including in dividends the
Issuer's principal repayments in addition to interest and other income
and capital gains (if any), which, if adopted, would constitute a
return of capital. SIA has also discussed the ability of a closed-end
fund to initiate a rights offering.
SIA sent a letter to the management of the Issuer dated January 28,
1998 proposing changes to the Issuer's practices (the letter was
attached as an exhibit to Schedule 13D filed on February 28, 1998).
On March 18, 1998 the management of the Issuer announced that it
intended to recommend to the Issuer's board of directors that the
board authorize new discretionary repurchase offers during December
1999 and December 2001. The Issuer repurchased 10% of its shares at
net asset value in December 1999, and did not offer to repurchase
shares in December 2001.
On July 7, 2009, SIA sent a letter to management of the Issuer
requesting the adoption of a distribution policy that would include in
the periodic distributions to the Issuer's shareholders the principal
payments received on the Issuer's mortgage related investments. SIA
requested that if management does not adopt such a distribution policy
that a proposal to adopt such a policy be included in the proxy
statement for consideration at the next annual meeting by the Issuer's
shareholders (the letter was attached as an exhibit to Schedule 13D
filed on July 9, 2009).
ITEM 5 Interest in Securities of the Issuer
a) As of April 9, 2010, SIA and its affiliates own 1,881,897 shares
which represents 44.48% of the outstanding Shares. None of the
executive officers or directors of SIA owns any other shares.
Entity Shares Percentage
---------------- --------- ----------
SIA (client accounts) 1,875,994 44.34%
Sit Balanced Fund 5,903 0.14%
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Total Owned by SIA and Affiliated Entities 1,881,897 44.48%
b) SIA has the sole power to vote and dispose of all of such shares.
c) Shares have been sold and acquired since March 17, 2010 as
previously reported. Transactions (all open market transactions)
effected since March 17, 2010 ranged in price from $12.09 to
$12.55.
d) Client accounts have the right to receive all dividends from and
any proceeds from the sale of the shares. None of the client
accounts owns more than 5% of the shares outstanding.
e) Not applicable
ITEM 6 Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
SIA has entered into investment management agreements with each of its
clients pursuant to which SIA has assumed the responsibility to vote
on behalf of its clients all shares held by its clients in portfolios
managed by SIA.
ITEM 7 Materials to be Filed as Exhibits
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete, and correct.
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April 12, 2010
Sit Investment Associates, Inc.
By: /s/ Paul E. Rasmussen
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Name/Title: Paul E. Rasmussen, Vice President
EXHIBIT 1
The Reporting Person.
Sit Investment Associates, Inc. is an investment adviser registered
under section 203 of the Investment Advisers Act of 1940 ("Advisers Act").
Sit Investment Associates, Inc.'s two subsidiaries, Sit Investment Fixed Income
Advisors, Inc. and Sit Fixed Income Advisors II, LLC are each registered
investment advisers under section 203 of the Advisers Act.
Sit Investment Associates, Inc. is the investment adviser for twelve no-load,
open-end mutual funds (the "Funds") which are comprised of five registered
investment companies, two of that consist of series funds as listed below. SIA
has the voting power and dispositive power for all securities held in SIA client
accounts and the following twelve mutual funds.
1) Sit Mid Cap Growth Fund, Inc.
2) Sit Large Cap Growth Fund, Inc.
3) Sit U.S. Government Securities Fund, Inc.
Sit Mutual Funds, Inc.
4) Sit International Growth Fund (series A)
5) Sit Balanced Fund (series B)
6) Sit Developing Markets Growth Fund (series C)
7) Sit Small Cap Growth fund (series D)
8) Sit Dividend Growth Fund (Series G)
9) Sit Global Dividend Growth Fund (Series H)
Sit Mutual Funds II, Inc.
10) Sit Tax-Free Income Fund (series A)
11) Sit Minnesota Tax-Free Income Fund (series B)
12) Sit High Income Municipal Bond Fund (series D)
Out of the affiliated entities indicated above, only SIA (client accounts), and
Sit Balanced Fund beneficially owned shares of the American Strategic Income
Portfolio Inc. common stock as of April 9, 2010.