American Strategic Income Portfolio Inc. (NYSE: ASP), American Strategic
Income Portfolio Inc. II (NYSE: BSP), American Strategic Income
Portfolio Inc. III (NYSE: CSP) and American Select Portfolio Inc. (NYSE:
SLA) (each a "Fund" and, collectively, the "Funds") today announced that
their Board of Directors has approved proposals to merge the Funds into
a newly organized closed-end fund (the “Combined Fund”) managed by
Nuveen Fund Advisors, LLC and sub-advised by Nuveen Asset Management,
LLC, both current sub-advisors of the Funds. The proposals will be
submitted to shareholders of each Fund for a vote at a Special Meeting
of Shareholders anticipated to be held during the third quarter of 2014.
The Board recommends that shareholders of each Fund vote in favor of the
merger for their Fund, which would allow shareholders to maintain their
investments in a fund that would have a broader and more flexible
If the mergers are approved, the Nuveen entities will become advisor and
sub-advisor to the Combined Fund with responsibility for all investment
management, fund administration and marketing functions and the Combined
Fund will move to the Nuveen Funds closed-end funds platform. For a
period of two years following the closing of the mergers, Nuveen has
agreed to waive fees so that the expenses of the Combined Fund,
excluding leverage costs, do not exceed two basis points below the
lowest of the four Funds' expense ratios, excluding leverage costs, in
effect prior to the closing. The Combined Fund will implement Nuveen's
real asset income strategy, a strategy that seeks to provide a high
level of income and the potential for capital appreciation by investing
in real estate and infrastructure related securities (i.e., real assets)
across the capital structure. The Combined Fund's broader investment
mandate is expected to result in a more liquid portfolio over time with
less emphasis on whole loans and mortgage-backed securities. The
Combined Fund would be managed by John Wenker, Jay Rosenberg, Jeffrey
Schmitz, David Yale and Jason O'Brien.
The Board of the Combined Fund (which is comprised of the same Board
members as the Board of each Fund) has authorized the Combined Fund to
conduct a series of up to three tender offers contingent upon and
following the completion of the mergers (each, a “Tender Offer”).
Pursuant to each Tender Offer, the Combined Fund will offer to purchase
up to 10% of its then outstanding common shares for cash on a pro rata
basis (disregarding fractional shares), at a price per share, without
interest, equal to 99% of the net asset value per share of its common
shares as determined as of the close of regular trading on the NYSE on
the expiration date of the Tender Offer. Payment of the first Tender
Offer is expected to occur within three months of the closing of the
mergers, with payment of the second and third Tender Offers to occur at
six month intervals thereafter. The third Tender Offer, however, is
contingent upon the Combined Fund’s average daily trading discount
exceeding 10% during the 90 calendar days preceding the last day of the
thirteenth month following the closing of the merger.
Completion of the proposed mergers is subject to a number of conditions
and other factors, including approval by shareholders of each Fund. It
is anticipated that shareholders will also consider the election of
Directors at the Annual Meeting of Shareholders. Further announcements
regarding the Annual and Special Meetings of Shareholders will be made
in the upcoming months.
For more information about the Funds, visit www.firstamericanfunds.com
or call 800.677.3863.
Minneapolis-based U.S. Bancorp Asset Management, Inc. serves as
investment advisor to the First American Closed-End Funds. A subsidiary
of U.S. Bank National Association, U.S. Bancorp Asset Management focuses
on providing investment management services to institutional clients,
including corporations, public entities and nonprofits. It has combined
assets under management of more than $52 billion as of March 31, 2014.
First American Closed-End Funds are subadvised by Nuveen Fund Advisors,
LLC and Nuveen Asset Management, LLC.
Investment products, including shares of closed-end funds, are not
obligations of, or guaranteed by, any bank, including U.S. Bank or any
U.S. Bancorp affiliate, nor are they insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other agency.
An investment in such products involves investment risk, including
possible loss of principal.
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.
U.S. Bank National Association is a separate entity and wholly owned
subsidiary of U.S. Bancorp, the fifth-largest commercial bank in the
United States, and provides a comprehensive line of banking, brokerage,
insurance, investment, mortgage, trust and payment services products to
consumers, businesses and institutions. Visit U.S. Bancorp on the web at www.usbank.com.
U.S. Bancorp Asset Management, Inc.
Investor Services, 800-677-3863
Source: U.S. Bancorp Asset Management, Inc.