SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12

American Income Fund, Inc.
American Strategic Income Portfolio Inc.
American Strategic Income Portfolio Inc. - II
American Strategic Income Portfolio Inc. - III
American Select Portfolio Inc.
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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:

AMERICAN INCOME FUND, INC.
AMERICAN STRATEGIC INCOME PORTFOLIO INC.
AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II
AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III
AMERICAN SELECT PORTFOLIO INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 27, 2001

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
American Income Fund, Inc., American Strategic Income Portfolio Inc., American
Strategic Income Portfolio Inc.--II, American Strategic Income Portfolio
Inc.--III and American Select Portfolio Inc. (individually, a "Fund" and
collectively, the "Funds") will be held at 2:00 p.m., Central Time, on Monday,
August 27, 2001, on the 7th floor of U.S. Bank Place, 601 Second Avenue South,
Minneapolis, Minnesota 55402. The purposes of the meeting are as follow:

1. To elect a Board of Directors and set the number of directors
at ten.

2. To ratify the selection of Ernst & Young LLP as independent
public accountants of each Fund for the current fiscal year.

3. To transact any other business properly brought before the
meeting.

EACH FUND'S BOARD OF DIRECTORS RECOMMENDS APPROVAL OF EACH ITEM LISTED ON THIS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS.

Shareholders of record as of the close of business on July 5, 2001 are
entitled to notice of, and to vote at, the meeting or any adjournment(s)
thereof.

YOU CAN VOTE EASILY AND QUICKLY BY TOLL-FREE TELEPHONE CALL, BY INTERNET OR BY
MAIL. JUST FOLLOW THE INSTRUCTIONS THAT APPEAR ON YOUR ENCLOSED PROXY CARD.
PLEASE HELP THE FUNDS AVOID THE COST OF A FOLLOW-UP MAILING BY VOTING TODAY.

July 16, 2001
James L. Chosy
Secretary

PROXY STATEMENT

AMERICAN INCOME FUND, INC.
AMERICAN STRATEGIC INCOME PORTFOLIO INC.
AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II
AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III
AMERICAN SELECT PORTFOLIO INC.

ANNUAL MEETING OF SHAREHOLDERS -- AUGUST 27, 2001

The enclosed proxy is solicited by the Board of Directors of American
Income Fund, Inc., American Strategic Income Portfolio Inc., American Strategic
Income Portfolio Inc.--II, American Strategic Income Portfolio Inc.--III and
American Select Portfolio Inc. (individually, a "Fund" and collectively, the
"Funds") in connection with each Fund's annual meeting of shareholders to be
held Monday, August 27, 2001, and any adjournments thereof.

The investment adviser for the Funds is U.S. Bancorp Piper Jaffray
Asset Management, Inc. (the "Adviser") and the administrator for the Funds is
U.S. Bank National Association ("U.S. Bank"). The address of the Funds, the
Adviser and U.S. Bank is 601 Second Avenue South, Minneapolis, Minnesota 55402.

The costs of solicitation, including the cost of preparing and mailing
the Notice of Annual Meeting of Shareholders and this Proxy Statement, will be
allocated among and borne by the Funds. Mailing of the Notice of Annual Meeting
of Shareholders and this Proxy Statement will take place on approximately July
16, 2001. Representatives of the Adviser may, without cost to the Funds, solicit
proxies on behalf of management of the Funds by means of mail, telephone or
personal calls.

In order for the shareholder meeting to go forward for a Fund, there
must be a quorum. This means that at least a majority of that Fund's shares must
be represented at the meeting -- either in person or by proxy. All returned
proxies count toward a quorum, regardless of how they are voted. An abstention
will be counted as shares present at the meeting in determining whether a
proposal has been approved, and will have the same effect as a vote "against"
the proposal. If a shareholder withholds authority to vote on a director, the
shareholder will not be considered as present and entitled to vote on the
election of that director. Similarly, if a proxy is returned with a broker
non-vote on a proposal, the shareholder will not be counted as present and
entitled to vote with respect to that proposal. (Broker non-votes are shares for
which (a) the underlying owner has not voted and (b) the broker holding the
shares does not have discretionary authority to vote on the particular matter.)
If a quorum is not obtained or if sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation of proxies. In
determining whether to adjourn the meeting, the following factors may be
considered: the nature of the proposal; the percentage of votes actually cast;
the percentage of negative votes actually cast; the nature of any further
solicitation; and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require a vote in favor
of the adjournment by the holders of a majority of the shares present in person
or by proxy at the meeting (or any adjourned meeting).

You may revoke your proxy at any time up until voting results are
announced at the shareholder meeting. You can do this by writing to the Funds'
Secretary, or by voting in person at the meeting and notifying the election
judge that you are revoking your proxy. In addition, you can revoke a prior
proxy simply by voting again -- using your original proxy card or by internet or
toll-free telephone call. If you return an executed proxy card without
instructions, your shares will be voted "for" each proposal.

So far as the Board of Directors is aware, no matters other than those
described in this Proxy Statement will be acted upon at the meeting. Should any
other matters properly come before the meeting calling for a vote of
shareholders, it is the intention of the persons named as proxies to vote upon
such matters according to their best judgment.

Only shareholders of record of each Fund on July 5, 2001 may vote at
the meeting or any adjournment thereof. As of that date, the Funds had the
following numbers of issued and outstanding common shares:

AMERICAN AMERICAN AMERICAN
AMERICAN STRATEGIC STRATEGIC STRATEGIC AMERICAN
INCOME INCOME INCOME INCOME SELECT
FUND PORTFOLIO PORTFOLIO II PORTFOLIO III PORTFOLIO
-------- --------- ------------ ------------- ---------

Common Shares 9,453,748 4,230,294 15,957,289 21,343,292 10,662,195

Each shareholder of a Fund is entitled to one vote for each share held.
None of the matters to be presented at the meeting will entitle any shareholder
to cumulative voting or appraisal rights. No person, to the knowledge of Fund
management, was the beneficial owner of more than 5% of the voting shares of any
Fund as of July 5, 2001, except as follows:

NUMBER OF PERCENTAGE
SHARES OF OWNERSHIP OF
FUND* NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK COMMON STOCK
- ---- ------------------------------------ ------------ ------------

American Income Fund Karpus Management, Inc. ("Karpus 705,314 7.46%
Management")
14 Toby Village Office Park
Pittsford, NY

American Strategic Income Portfolio Sit Investment Associates, inc. and 431,954 10.21%
affiliated entities ("Sit Investment
Associates")
4600 Norwest Center
Minneapolis, MN 1,089,245 25.75%

Yale University ("Yale")
320 Prospect Street
New Haven, CT

NUMBER OF PERCENTAGE
SHARES OF OWNERSHIP OF
FUND* NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK COMMON STOCK
- ---- ------------------------------------ ------------ ------------

American Strategic Income Portfolio II Sit Investment Associates 2,484,179 15.57%
Yale 2,491,965 15.62%

American Strategic Income Portfolio III Sit Investment Associates 1,266,831 5.94%
Yale 1,483,488 6.95%

American Select Portfolio Sit Investment Associates 804,422 7.54%
Yale 1,661,811 15.59%

- -------------------
* For each of the Funds, the directors, nominees for director and executive
officers, as a group, beneficially owned less than 1% of the outstanding
shares as of July 5, 2001.

A COPY OF EACH FUND'S MOST RECENT ANNUAL REPORT IS AVAILABLE TO
SHAREHOLDERS UPON REQUEST. IF YOU WOULD LIKE TO RECEIVE A COPY, PLEASE CONTACT
THE FUNDS AT 601 SECOND AVENUE SOUTH, MINNEAPOLIS, MINNESOTA 55402, OR CALL
800-722-7161 AND ONE WILL BE SENT, WITHOUT CHARGE, BY FIRST-CLASS MAIL WITHIN
THREE BUSINESS DAYS OF YOUR REQUEST.

PROPOSAL ONE
ELECTION OF DIRECTORS

At the meeting, shareholders of each Fund will be asked to elect the
nominees listed below as members of that Fund's Board of Directors, thereby
setting the number of directors for each Fund at ten. Each of the nominees other
than Messrs. Duff, Riederer and Wade is currently a director of each Fund and
has served as such since August 1998, except for Mr. Murphy, who has served as a
director of the Funds since June 1999. Messrs. Duff, Riederer and Wade have been
nominated to fill a vacancy left by Robert L. Spies, a current director who is
not standing for re-election, and to fill two newly created vacancies resulting
from an increase in the number of directors from eight to ten.

It is intended that the enclosed proxy will be voted for the election
of the persons named below as directors of each Fund unless such authority has
been withheld in the proxy. The term of office of each person elected will be
until the next annual meeting of shareholders or until his or her successor is
duly elected and shall qualify. Pertinent information regarding each nominee's
principal occupation and business experience during the past five years is set
forth below. Unless otherwise indicated, all positions have been held more than
five years. Each nominee also serves (or, in the case of the new nominees, has
been nominated to serve) as a director of all other closed-end and open-end
investment companies managed by the Adviser (the "Fund Complex"). There are
currently a total of eleven closed-end investment companies and four open-end
investment companies consisting of 43 funds in the Fund Complex.

PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE DURING
NAME AND AGE PAST 5 YEARS
- ------------ ---------------------------------------------------

Robert J. Dayton, 59 Retired; formerly Chief Executive Officer (1993-2001)
and Chairman (1989-1993) of Okabena Company (a
private family investment office).

Andrew S. Duff,* 43 President and Chief Executive Officer of U.S. Bancorp
Piper Jaffray and Vice Chairman of U.S. Bank National
Association since 2000; President and Chief Operating
Officer of U.S. Bancorp Piper Jaffray (1995-2000);
employee at Piper Jaffray since 1980.

Roger A. Gibson, 55 Vice President of Cargo for United Airlines since
2001; Vice President of North America-Mountain Region
for United Airlines (1995-2001); employed at United
Airlines since 1967.

Andrew M. Hunter III, 54 Chairman of Hunter, Keith Industries, Inc., a
diversified manufacturing and management services
company, since 1975.

Leonard W. Kedrowski, 59 Owner of Executive Management Consulting, Inc., a
management consulting firm; Chief Executive Officer
of Creative Promotions International LLC, promotional
award programs and products; Vice President, Chief
Financial Officer, Treasurer, Secretary and Director
of Anderson Corporation, a large privately-held
manufacturer of wood windows (1983-1992).

John M. Murphy, Jr.,* 59 Chairman Minnesota - U.S. Bancorp since 2000;
Executive Vice President of U.S. Bancorp since
January 1999; Chairman and Chief Investment Officer
of First American Asset Management and U.S. Bank
Trust, N.A., and Executive Vice President of U.S.
Bancorp (1991-1999).

Richard K. Riederer, 57 Retired; President and Chief Executive Officer of
Weirton Steel (1995-2001); Director of Weirton Steel
(1993-2001); Executive Vice President and Chief
Financial Officer, Weirton Steel (1994-1995); Vice
President of Finance and Chief Financial Officer,
Weirton Steel (1989-1994).

Joseph D. Strauss, 61 Owner and President, Excensus(TM), LLC, a consulting
firm, since 2000; owner and President, Strauss
Management Company since 1993; owner and President,
Community Resource Partnerships, Inc., a community
business retention survey company, since 1993;
attorney at law.

Virginia L. Stringer, 56 Owner and President, Strategic Management Resources,
Inc., since 1993; formerly President and Director of
The Inventure Group, a management consulting and
training company, President of Scott's, Inc., a
transportation company, and Vice President of Human
Resources of The Pillsbury Company.

James M. Wade, 57 Owner and President, Jim Wade Homes, a manufacturing
company, since 1999; Vice President and Chief
Financial Officer, Johnson Controls, Inc. (a controls
manufacturing company) (January 1987-May 1991).

- ---------------------
* Denotes directors who are considered to be "interested persons" (as defined
by the Investment Company Act of 1940, as amended) of the Funds. Mr. Duff
and Mr. Murphy are considered "interested" as a result of their positions
with U.S. Bancorp and other entities affiliated with the Adviser.

No director of the Funds has any material interest in any material
transaction that occurred since the beginning of any Fund's most recently
completed fiscal year, or in any proposed material transaction to which U.S.
Bank or any of its affiliates was or is to be a party.

The Board of Directors of each Fund has established an Audit Committee
which currently consists of Messrs. Gibson, Spies and Strauss, Ms. Stringer (ex
officio) and Mr. Kedrowski, who serves as its chairperson. Although Mr. Spies
(who is not standing for re-election) is considered an "interested person" of
the Funds under the Investment Company Act of 1940, as amended (the "1940 Act"),
each member of the Audit Committee has been determined by the Board of Directors
to be "independent" within the meaning of the listing standards of the New York
and American Stock Exchanges. The Audit Committee met five times during the
fiscal year of American Strategic Income Portfolio and American Select Portfolio
ended November 30, 2000 and six times during the fiscal year of American
Strategic Income Portfolio II and American Strategic Income Portfolio III ended
May 31, 2001. A copy of the Audit Committee charter is attached to this proxy
statement as Appendix A.

Each Board of Directors also has a Nominating Committee, the functions
of which are, among others, to recommend to the Board nominees for election as
directors consistent with the needs of the Board and the Funds and to recommend
to the Board compensation plans and arrangements for directors. Current members
of the Nominating Committee are Messrs. Gibson and Kedrowski, Ms. Stringer (ex
officio), and Mr. Hunter, who serves as its chairperson. The Nominating
Committee met five times during the last fiscal year of American Strategic
Income Portfolio and American Select Portfolio and four times during the last
fiscal year of American Strategic Income Portfolio II and American Strategic
Income Portfolio III. Any recommendations for nominees should be directed to the
Secretary of the Funds, who will forward them to the Nominating Committee. The
Nominating Committee will consider nominees recommended by shareholders if the
Committee is considering other nominees at the time of the recommendation and if
the nominee meets the Committee's criteria.

The Board of Directors met five times during the last fiscal year of
American Strategic Income Portfolio and American Select Portfolio and six times
during the last fiscal year of American Strategic Income Portfolio II and
American Strategic Income Portfolio III. Each incumbent director attended at
least 75% of all meetings of the Board of Directors and of committees of which
he or she was a regular member that were held while he or she was serving on the
Board of Directors or on such committee, except that Mr. Dayton attended 69% of
the meetings held during the fiscal year of American Strategic Income Portfolio
and American Select Portfolio ended November 30, 2000 and Mr. Murphy attended
70% of the meetings held during the fiscal year of American Strategic Income
Portfolio II and American Strategic Income Portfolio III ended May 31, 2001.
American Income Fund was managed by a different investment adviser and had a
different board of directors during its last fiscal year.

No compensation is paid by the Funds to any director who is an officer
or employee of the Adviser or any of its affiliates. Each director, other than
the Chair, currently receives from the Fund Complex an annual retainer of
$27,000 and a fee of $4,000 for each full Board meeting attended. The Board
Chair receives an annual retainer of $40,500 and a fee of $6,000 for each full
Board meeting attended. Each committee member, other than the chair of the
applicable committee, receives a fee of $1,200 for each committee meeting
attended; the chair of a committee receives a fee of $1,800 for each meeting
attended. Directors also receive a fee of $500 for telephonic Board or committee
meetings. The Board or committee Chair receives a fee of $750 for such meetings.
Directors are also reimbursed for travel expenses and, in certain cases, receive
a per diem fee of $1,500 when traveling out of town on Fund business. The
amounts specified in this paragraph are allocated among the Funds and the other
closed- and open-end investment companies in the Fund Complex on the basis of
net assets.

The directors may elect to defer payment of up to 100% of the fees they
receive in accordance with a Deferred Compensation Plan (the "Plan"). Under the
Plan, a director may elect to have his or her deferred fees treated as if they
had been invested in shares of one or more funds and the amount paid to the
director under the Plan will be determined based on the performance of such
investments. Distributions may be taken in a lump sum or

over a period of years. The Plan will remain unfunded for federal income tax
purposes under the Internal Revenue Code of 1986, as amended. Deferral of
director fees in accordance with the Plan will have a negligible impact on Fund
assets and liabilities and will not obligate the Funds to retain any director or
pay any particular level of compensation. The Funds do not provide any other
pension or retirement benefits to directors.

The following table sets forth the compensation received by each
director from each Fund for its most recent fiscal year, as well as the total
compensation received by each director from the Fund Complex for the twelve
months ended December 31, 2000. Mr. Murphy did not receive any compensation from
any of the Funds during these periods.

AGGREGATE AGGREGATE AGGREGATE TOTAL
COMPENSATION COMPENSATION COMPENSATION AGGREGATE COMPENSATION
AGGREGATE FROM AMERICAN FROM AMERICAN FROM AMERICAN COMPENSATION FROM FUND
COMPENSATION STRATEGIC STRATEGIC STRATEGIC FROM AMERICAN COMPLEX PAID
FROM AMERICAN INCOME INCOME INCOME SELECT TO DIRECTORS
NAME OF DIRECTOR INCOME FUND (1) PORTFOLIO (2) PORTFOLIO II (3) PORTFOLIO III (4) PORTFOLIO (5) (6)(7)
---------------- --------------- ------------- ---------------- ----------------- ------------- ------------

Robert J. Dayton $ 176 $ 88 $ 339 $ 430 $ 228 $ 57,200
Roger A. Gibson 385 192 742 941 498 55,400
Andrew M. Hunter 605 303 1,168 1,481 784 56,000
Leonard W. Kedrowski 422 211 814 1,032 547 60,800
Robert L. Spies(8) 683 342 1,318 1,671 885 63,200
Joseph D. Strauss 326 163 628 796 422 70,400
Virginia L. Stringer 240 120 464 588 311 78,100

- --------------------
(1) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $299; Hunter, $605; Kedrowski, $329; Spies, $683; and
Strauss, $152.
(2) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $150; Hunter, $303; Kedrowski, $164; Spies, $342; and
Strauss, $76.
(3) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $578; Hunter, $1,168; Kedrowski, $634; Spies, $1,318; and
Strauss, $294.
(4) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $732; Hunter, $1,481; Kedrowski, $804; Spies, $1,671; and
Strauss, $372.
(5) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $388; Hunter, $784; Kedrowski, $426; Spies, $885; and
Strauss, $197.
(6) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $27,700; Hunter; $56,000, Kedrowski, $30,400; Spies,
$63,200; and Strauss, $14,080.
(7) As of December 31, 2000, the Fund Complex consisted of four open-end and
twelve closed-end investment companies, totaling 44 funds, managed by the
Adviser, including the Funds.
(8) Mr. Spies is not standing for re-election.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR
OF ALL NOMINEES TO SERVE AS DIRECTORS. For each Fund, the vote of a majority of
the shares represented at the meeting is sufficient for the election of each of
the other nominees, provided at least a quorum (a majority of the outstanding
shares) is represented in person or by proxy. Unless otherwise instructed, the
proxies will vote for all nominees. In the event any of the above nominees are
not candidates for election at the meeting due to events not now known or
anticipated, the proxies will vote for such other persons as the Board of
Directors may designate.

PROPOSAL TWO
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

The 1940 Act provides that every registered investment company shall be
audited at least once each year by independent public accountants selected by a
majority of the directors of the investment company who are not interested
persons of the investment company or its investment adviser. The 1940 Act
requires that the selection be submitted for ratification or rejection by the
shareholders at their next annual meeting following the selection if, among
other things, the Audit Committee is not composed solely of directors who are
not interested persons, as defined in the 1940 Act, of the company.

Based on the Audit Committee's recommendation, as discussed below under
"Audit Committee Report," the directors, including a majority who are not
interested persons of the Adviser or the Funds, have selected Ernst & Young LLP
("Ernst & Young") to be the Funds' independent public accountants for each
Fund's current fiscal year. Ernst & Young examines the annual financial
statements of the Funds and provides certain other non-audit and tax-related
services to the Funds. Representatives of Ernst & Young are expected to be
present at the meeting. These representatives will have the opportunity to make
a statement to shareholders if they choose to do so and are expected to be
available to respond to appropriate questions.

AUDIT COMMITTEE REPORT

The Audit Committee recommends to the Funds' Board of Directors the
appointment of each Fund's independent accountants. Management is responsible
for the Funds' internal controls and the financial reporting process. The Funds'
independent accountants are responsible for performing an independent audit of
the Funds' financial statements in accordance with generally accepted auditing
standards and to issue a report on the Funds' financial statements. The Audit
Committee's responsibility is to monitor and oversee these processes.

In this context, the Audit Committee has met and held discussions with
management and the independent accountants. Management represented to the Audit
Committee that the Funds' financial statements were prepared in accordance with
generally accepted accounting principles, and the Audit Committee has reviewed
and discussed the financial statements with management and the independent
accountants. The Audit Committee discussed with the independent accountants
matters required to be discussed by Statement on Auditing Standards No. 61
(Communications with Audit Committees).

The Funds' independent accountants also provided to the Audit Committee
the written disclosure required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Audit Committee
discussed with the independent accountants the accounting firm's independence.
The Committee also considered whether non-audit services provided by the
independent accountants during the last fiscal year were compatible with
maintaining the independent accountants' independence.

Based upon the Audit Committee's discussion with management and the
independent accountants and the Audit Committee's review of the representation
of management and the report of the independent accountants to the Audit
Committee, the Audit Committee recommended to the Board of Directors that, with
respect to each Fund, the audited financial statements for the Fund's most
recent fiscal year be included in the Fund's Annual Report for that fiscal year
filed with the Securities and Exchange Commission.

Members of the Audit Committee

Leonard W. Kedrowski, Chair
Roger A. Gibson
Robert L Spies
Joseph D. Strauss
Virginia L. Stringer

FEES PAID TO ERNST & YOUNG

AUDIT FEES. Ernst & Young did not act as the independent accountants
for American Income Fund during its most recently ended fiscal year. Ernst &
Young billed $17,900 to each of the other Funds during their most recently ended
fiscal years for professional services rendered for the audit of the Funds'
annual financial statements.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. Ernst &
Young did not provide any financial information systems design and
implementation services to the Funds during their most recently ended fiscal
years.

ALL OTHER FEES. Ernst & Young billed each Fund other than American
Income Fund $4,400 for tax-related services, $2,700 for audit-related services
and $12,000 for other services during such Fund's most recently ended fiscal
year.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR
OF THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG. For each Fund, the vote
of a majority of the shares represented at the meeting is sufficient for the
ratification of the selection of the independent public accountants, provided at
least a quorum (a majority of the outstanding shares) is represented in person
or by proxy. The preferred shareholders and the common shareholders vote
together as a single class. Unless otherwise instructed, the proxies will vote
for the ratification of the selection of Ernst & Young as each Fund's
independent public accountants.

EXECUTIVE OFFICERS OF THE FUNDS

Information about each executive officer's position and term of office
with the Funds and business experience during the past five years is set forth
below. Unless otherwise indicated, all positions have been held more than five
years. No executive officer receives any compensation from the Funds.

NAME AND (AGE) POSITION/TERM OF OFFICE BUSINESS EXPERIENCE DURING PAST FIVE YEARS
- -------------- ----------------------- ------------------------------------------

Thomas S. Schreier, Jr. President since February President of the Adviser since May 2001; prior thereto,
(38) 2001 Chief Executive Officer of First American Asset Management
since December 2000 and of Firstar Investment & Research
Management Company ("FIRMCO") since February 2000; Senior
Managing Director and Head of Equity Research of U.S.
Bancorp Piper Jaffray from 1998 to December 2000; Senior
Airline Analyst and Director of Equity Research of Credit
Suisse First Boston from 1996 to 1998.

Peter O. Torvik (47) Vice President -- Director and Executive Vice President of the Adviser since
Marketing since April 2001; prior thereto, Executive Vice President of
September 2000 First American Asset Management since August 2000;
President and Partner, DPG Group, January 1995 to July
2000.

Jeffrey M. Wilson (44) Vice President -- Senior Vice President of the Adviser since May 2001; prior
Administration since thereto, Senior Vice President of First American Asset
February 2000 Management.

Marian E. Zentmyer (45) Vice President -- Director and Chief Equity Investment Officer of the
Investments since Adviser since April 2001; prior thereto, Board member and
June 2001 Chief Equity Investment Officer of FIRMCO since November
1998; Senior Vice President and Senior Portfolio Manager
of FIRMCO, 1993 to 1998.

Robert H. Nelson (37) Treasurer since 1995 Senior Vice President of the Adviser since May 2001; prior
thereto, Senior Vice President of First American Asset
Management since 1998 and of FIRMCO since February 2001;
Senior Vice President of Piper Capital Management Inc.
from 1994 to 1998.

James L. Chosy (37) Secretary since 2000 General Counsel of the Adviser and U.S. Bancorp Piper
Jaffray Inc. since March 2001; Associate General Counsel
of U.S. Bancorp from November 1995 through March 2001.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on Fund records and other information, the Funds believe that all
Securities and Exchange Commission filing requirements applicable to their
directors and officers, the Adviser and companies affiliated with the Adviser,
pursuant to Section 16(a) of the Securities Exchange Act of 1934, with respect
to each Fund's fiscal year end were satisfied, except that the Adviser filed
late Forms 3 with respect to each Fund in connection with its assumption of the
Funds' advisory contracts from its affiliate, U.S. Bank, in May 2001.

SHAREHOLDER PROPOSALS

Under the Securities Exchange Act of 1934, Fund shareholders may submit
proposals to be considered at the next Annual Meeting. Rule 14a-8 under the
Exchange Act sets forth the procedures and requirements for requesting that a
Fund include these proposals in its proxy statement. Any proposal submitted
under Rule 14a-8 must be received at the Funds' offices, U.S. Bank Place, 601
Second Avenue South, Minneapolis, Minnesota 55402, no later than March 18, 2002.
Shareholders also may submit proposals to be voted on at the next Annual Meeting
without having the proposals included in the Funds' proxy statement. These
proposals are known as "non-Rule 14a-8 proposals." The Funds' proxies will be
able to exercise their discretionary authority to vote all proxies with respect
to any non-Rule 14a-8 proposal, unless written notice of the proposal is
presented to the Fund not later than June 1, 2002.

Dated: July 16, 2001

James L. Chosy
Secretary

APPENDIX A

FIRST AMERICAN FUNDS
AUDIT COMMITTEE
CHARTER

1. The First American Funds Complex Audit Committee (Audit Committee)
shall be composed entirely of independent directors.(1) The Audit
Committee shall be comprised of at least three members with one member
appointed as chairperson. All committee members shall be financially
literate(2) and at least one member shall have accounting or related
financial management expertise.(3)

2. The purposes of the Audit Committee are:

a) to oversee the Funds' accounting and financial reporting
policies and practices, their internal controls and, as
appropriate, the internal controls of certain service
providers;

b) to oversee the quality of the Funds' financial statements and
the independent audit thereof; and

c) to act as a liaison between the Funds' independent auditors
and the full Board of Directors.

The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and
internal control and for preparing the Funds' financial statements, and
the independent auditor's responsibility is to plan and carry out a
proper audit of the financial statements.

The outside auditor for the Funds is ultimately accountable to the
Board of Directors and Audit Committee as representatives of
shareholders. The Audit Committee and Board of Directors have the
ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the outside auditor (or to nominate the outside
auditor to be proposed for shareholder approval in any proxy
statement).

- ------------------------
(1) A director shall be deemed "independent" for this purpose only if he or she
is independent within the meaning of both the applicable New York Stock
Exchange Rule and the applicable American Stock Exchange Rule. The full
Board of Directors has reviewed information provided by each Audit
Committee member and has found that each such member is "independent"
within the meaning of these rules.

(2) For purposes of the applicable New York Stock Exchange Rule, the full Board
of Directors, in its business judgment, interprets the term "financially
literate" in a manner consistent with the counterpart American Stock
Exchange Rule, as meaning that an Audit Committee member is able to read
and understand fundamental financial statements, including a balance sheet,
income statement and cash flow statement.

(3) For purposes of the applicable New York Stock Exchange Rule, the full Board
of Directors, in its business judgment, interprets this qualification in a
manner consistent with the counterpart American Stock Exchange Rule, as
meaning that an Audit Committee member has past employment experience in
finance or accounting, requisite professional certification in accounting,
or any other comparable experience or background which results in the
individual's financial sophistication, including being or having been a
chief executive officer, chief financial officer or other senior officer
with financial oversight responsibilities.

A-1

3. To carry out its purposes, the Audit Committee shall have the following
duties and powers:

a) to review with management and the independent auditors the
financial statements of closed-end funds included in the
annual report to shareholders, including their judgment about
the quality, not just the acceptability, of accounting
principles, the reasonableness of significant judgments, and
the clarity of the disclosures in the financial statements;
b) to meet with the Funds' independent auditors, including
private meetings, as necessary (i) to review the arrangements
for and scope of the annual audit and any special audits; (ii)
to discuss any matters or concern relating to the Funds'
financial statements, including any adjustments to such
statements recommended by the auditors, or other results of
said audit(s); (iii) to consider the auditors' comments with
respect to the Funds' financial policies, procedures and
internal accounting controls and management's responses
thereto; (iv) to review the form of opinion the independent
auditors propose to render to the Board and shareholders with
respect to the Funds' financial statements; and (v) to review
the results of internal audits of areas that impact the Funds;
c) to consider the effect upon the Funds of any changes in
accounting principles or practices proposed by management or
the auditors;
d) to ensure that the auditor submits on a periodic basis to the
Audit Committee a formal written statement delineating all
relationships between the auditor and the Funds, consistent
with the Independence Standards Board Statement No. 1, to
engage in a dialogue with the auditor with respect to any
disclosed relationships or services that may impact the
objectivity and independence of the auditor, to evaluate the
independence of the auditor, and to recommend that the Board
of Directors take appropriate action in response to the
auditors' report to satisfy itself of the auditors'
independence;
e) to recommend the selection, retention or termination of
auditors;
f) to review the fees charged to the Funds by the auditors for
audit and non-audit services;
g) to investigate improprieties or suspected improprieties in
Fund operations;
h) to review procedures to safeguard portfolio securities;
i) to review the Funds' back-up procedures and disaster recovery
plans (except those pertaining to primary pricing services
system); and
j) to report its activities to the full Board on a regular basis
and to make such recommendation with respect to the above and
other matters as the Committee may deem necessary or
appropriate.

4. The Committee shall meet on a regular basis and is empowered to hold
special meetings as circumstances require.

5. The Committee shall regularly meet with the Treasurer of the Funds.

6. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the power to investigate any
matter brought to its attention with full access to all books, records,
facilities, and personnel related to the Funds and the authority to
retain special counsel and other experts or consultants at the expense
of the appropriate Fund(s).

7. The Committee shall review this Charter at least annually and recommend
any changes to the full Board of Directors. The full Board of Directors
shall approve this charter at least annually.

A-2

NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS

TIME:
Monday, August 27, 2001
at 2:00 p.m.

PLACE:
U.S. Bank Place, 7th Floor
601 Second Avenue South
Minneapolis, Minnesota

IMPORTANT:
Please date and sign your
proxy card and return it promptly
using the enclosed reply envelope.

Book 2
Cusip Numbers:
02672T-10-9
030098-10-7
030099-10-5
03009T-10-1
029570-10-8

FAAM-PS-AM

AMERICAN INCOME FUND

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik,
and Jeffery M. Wilson, and each of them, with power to act without the other and
with the right of substitution in each, the proxies of the undersigned to vote
all shares of American Income Fund (the "Fund"), held by the undersigned at the
annual meeting of shareholders of the Fund to be held on August 27, 2001, and at
any adjournments thereof, with all the powers the undersigned would possess if
present in person. All previous proxies given with respect to the meeting are
revoked.

THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE MATTERS SET FORTH ON THE REVERSE
SIDE OF THIS CARD. IT IS UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY
WILL BE VOTED "FOR" ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS
THEY DEEM IN THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND
PROXY STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND
RETURN IN THE ADDRESSED ENVELOPE - NO POSTAGE REQUIRED. PLEASE MAIL PROMPTLY TO
SAVE THE FUND FURTHER SOLICITATION EXPENSE.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.

IMPORTANT: Please date and sign this Proxy. If the stock is held jointly,
signature should include both names. Executors, administrators, trustees,
guardians, and others signing in a representative capacity should give their
full title as such.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ---------------------------------- ----------------------------------

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

AMERICAN INCOME FUND

Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]

CONTROL NUMBER:

Please be sure to sign and date this Proxy. Date _____________________

_______________________________________________________________________________
|
|
_______________________________________________________________________________|
Shareholder sign here Co-owner sign here

RECORD DATE SHARES:

1. To elect all nominees listed below (except as marked to the contrary
below). [ ] FOR ALL [ ] WITH- [ ] FOR ALL
NOMINEES HOLD EXCEPT
(01) ROBERT J. DAYTON,
(02) ANDREW S. DUFF,
(03) ROGER A. GIBSON,
(04) ANDREW M. HUNTER III,
(05) LEONARD W. KEDROWSKI,
(06) JOHN M. MURPHY, JR.,
(07) RICHARD K. RIEDERER,
(08) JOSEPH D. STRAUSS,
(09) VIRGINIA L. STRINGER, AND
(10) JAMES M. WADE

NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).

2. To ratify the selection of Ernst & Young LLP as independent public
accountants for the Fund. [ ] FOR [ ] AGAINST [ ] ABSTAIN

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the annual meeting or any adjournments or
postponements thereof.

AMERICAN STRATEGIC INCOME PORTFOLIO

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik,
and Jeffery M. Wilson, and each of them, with power to act without the other and
with the right of substitution in each, the proxies of the undersigned to vote
all shares of American Strategic Income Portfolio (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 27, 2001, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ---------------------------------- ----------------------------------

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

AMERICAN STRATEGIC INCOME PORTFOLIO

Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]

CONTROL NUMBER:

Please be sure to sign and date this Proxy. Date _____________________

RECORD DATE SHARES:

1. To elect all nominees listed below (except as marked to the contrary
below). [ ] FOR ALL [ ] WITH- [ ] FOR ALL
NOMINEES HOLD EXCEPT

(01) ROBERT J. DAYTON,
(02) ANDREW S. DUFF,
(03) ROGER A. GIBSON,
(04) ANDREW M. HUNTER III,
(05) LEONARD W. KEDROWSKI,
(06) JOHN M. MURPHY, JR.,
(07) RICHARD K. RIEDERER,
(08) JOSEPH D. STRAUSS,
(09) VIRGINIA L. STRINGER, AND
(10) JAMES M. WADE

2. To ratify the selection of Ernst & Young LLP as independent public
accountants for the Fund. [ ] FOR [ ] AGAINST [ ] ABSTAIN

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the annual meeting or any adjournments or
postponements thereof.

AMERICAN STRATEGIC INCOME PORTFOLIO II

The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik,
and Jeffery M. Wilson, and each of them, with power to act without the other and
with the right of substitution in each, the proxies of the undersigned to vote
all shares of American Strategic Income Portfolio II (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 27, 2001, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ---------------------------------- ----------------------------------

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

AMERICAN STRATEGIC INCOME PORTFOLIO II

Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]

CONTROL NUMBER:

Please be sure to sign and date this Proxy. Date _____________________

RECORD DATE SHARES:

2. To ratify the selection of Ernst & Young LLP as independent public
accountants for the Fund. [ ] FOR [ ] AGAINST [ ] ABSTAIN

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the annual meeting or any adjournments or
postponements thereof.

AMERICAN STRATEGIC INCOME PORTFOLIO III

The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik,
and Jeffery M. Wilson, and each of them, with power to act without the other and
with the right of substitution in each, the proxies of the undersigned to vote
all shares of American Strategic Income Portfolio III (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
August 27, 2001, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ---------------------------------- ----------------------------------

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

AMERICAN STRATEGIC INCOME PORTFOLIO III

Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]

CONTROL NUMBER:

Please be sure to sign and date this Proxy. Date _____________________

RECORD DATE SHARES:

2. To ratify the selection of Ernst & Young LLP as independent public
accountants for the Fund. [ ] FOR [ ] AGAINST [ ] ABSTAIN

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the annual meeting or any adjournments or
postponements thereof.

AMERICAN SELECT PORTFOLIO

The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik,
and Jeffery M. Wilson, and each of them, with power to act without the other and
with the right of substitution in each, the proxies of the undersigned to vote
all shares of American Select Portfolio (the "Fund"), held by the undersigned at
the annual meeting of shareholders of the Fund to be held on August 27, 2001,
and at any adjournments thereof, with all the powers the undersigned would
possess if present in person. All previous proxies given with respect to the
meeting are revoked.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- ---------------------------------- ----------------------------------

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

AMERICAN SELECT PORTFOLIO

Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]

CONTROL NUMBER:

Please be sure to sign and date this Proxy. Date _____________________

RECORD DATE SHARES:

1. To elect all nominees listed below (except as marked to the contrary
below). [ ] FOR ALL [ ] WITH- [ ] FOR ALL
NOMINEES HOLD EXCEPT

2. To ratify the selection of Ernst & Young LLP as independent public
accountants for the Fund. [ ] FOR [ ] AGAINST [ ] ABSTAIN

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the annual meeting or any adjournments or
postponements thereof.

THREE EASY WAYS TO VOTE

THE ACCOMPANYING PROXY STATEMENT DISCUSSES MATTERS REGARDING THE FIRST AMERICAN
CLOSED-END FUNDS. It is important that you vote on these issues. After you have
reviewed the proxy information, please vote your shares by utilizing one of the
methods described below.

BY PHONE:

Simply dial the toll free number located on your voting instruction form.
You will need your 12 digit control number located on the voting
instruction form at the time of the call.

BY INTERNET:

Visit http://www.proxyvote.com. Once there, enter the 12 digit control
number located on your voting instruction form.

BY MAIL:

Simply enclose your voting instruction form in the postage-paid envelope
found within your proxy package.

YOUR VOTE IS IMPORTANT!
PLEASE VOTE TODAY.