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:

[ ] Prelminary 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 STRATEGIC INCOME PORTFOLIO INC.
AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II
AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III
AMERICAN SELECT PORTFOLIO INC.
-------------------------------------------------------
(Name of Registrant as Specified in its Charter)

-----------------------------------------------------------------------
(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):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] 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.:

(3) Filing Party:

(4) Date Filed:

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
SEPTEMBER 19, 2005

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of 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, September 19, 2005, at the Minneapolis Club, 729
Second Avenue South, Minneapolis, Minnesota 55402. The purposes of the meeting
are as follow:

1. To elect a Board of Directors.

2. To ratify the selection of Ernst & Young LLP as the independent
registered public accounting firm 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 25, 2005 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.

August 8, 2005 Kathleen L. Prudhomme
Secretary

PROXY STATEMENT

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 -- SEPTEMBER 19, 2005

The enclosed proxy is solicited by the Board of Directors of American
Strategic Income Portfolio Inc., American Strategic Income Portfolio Inc.--II,
American Strategic Income Portfolio Inc.--III and American Select Portfolio Inc.
(sometimes referred to individually as a "Fund" and collectively as the "Funds")
in connection with each Fund's annual meeting of shareholders to be held Monday,
September 19, 2005, and any adjournments thereof.

The investment adviser for the Funds is U.S. Bancorp Asset Management,
Inc. (the "Adviser"). U.S. Bancorp Asset Management also acts as the
administrator for the Funds. The address of the Funds and the Adviser is 800
Nicollet Mall, 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 August
8, 2005. 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. Abstentions and broker
non-votes will have no effect on the proposal to elect directors. With respect
to the proposal to ratify the Funds' independent accountants, an abstention will
be counted as shares present at the meeting in determining whether the proposal
has been approved, and will have the same effect as a vote against the proposal.
If a proxy is returned with a broker non-vote on the 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 proposal
are not received for any Fund, the persons named as proxies may propose one or
more adjournments of the meeting for that Fund 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 25, 2005 may vote at the
meeting or any adjournment thereof. As of that date, the Funds had the following
numbers of issued and outstanding shares of common stock:

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

4,231,331 15,985,741 21,356,023 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 any class of voting
shares of any Fund as of July 25, 2005, except as follows:

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

American Strategic Sit Investment Associates, 1,125,672 26.60%
Income Portfolio Inc. and affiliated entities
("Sit Investment Associates")
4600 Wells Fargo Center
Minneapolis, MN

American Strategic Sit Investment Associates 4,334,778 27.12%
Income Portfolio II

American Strategic Sit Investment Associates 2,777,620 13.01%
Income Portfolio III

American Select Sit Investment Associates 2,228,981 20.91%
Portfolio

Copies of each Fund's most recent annual report and subsequent semi-annual
report, if any, are available to shareholders upon request. If you would like to
receive a copy, please contact the Funds at 800 Nicollet Mall, Minneapolis,
Minnesota 55402, or call 800-677-FUND 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 eight. It is intended that the
enclosed proxy will be voted for the election of the persons named below as
directors of the each Fund unless such authority has been withheld in the proxy.
Biographical information regarding each nominee is set forth below. Each nominee
also serves as a director of the other closed-end and open-end investment
companies managed by the Adviser (the "Fund Complex"). The Fund Complex
currently consists of eight closed-end funds (each of which is a registered
investment company) and 48 open-end funds (which are portfolios of three
registered investment companies). The business address of each of the nominees
is First American Funds, P.O. Box 1329, Minneapolis, Minnesota 55440-1329. Each
nominee has served as a director since the last annual meeting of shareholders.

NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS

NUMBER OF
PORTFOLIOS
IN FUND
POSITION COMPLEX OTHER
HELD PRINCIPAL OVERSEEN DIRECTORSHIPS
NAME AND WITH THE TERM OF OFFICE* AND OCCUPATION(S) DURING BY HELD BY
YEAR OF BIRTH FUNDS LENGTH OF TIME SERVED LAST 5 YEARS DIRECTOR DIRECTOR**
- --------------- -------- ---------------------- -------------------- ---------- -------------

Benjamin R. Director Mr. Field has served Retired; Senior 56 None
Field III as a director of each Financial Advisor,
(1938) of the Funds since Bemis Company, Inc.
September 2003. Fund from May 2002
directors serve for a through June 2004;
one-year term that Senior Vice
expires at the next President, Chief
annual meeting of Financial Officer &
shareholders. Treasurer, Bemis,
through April 2002.

Roger A. Gibson Director Mr. Gibson has served Retired; Vice 56 None
(1946) as a director of each President - Cargo,
of the Funds since United Airlines,
August 1998. Fund from July 2001
directors serve for a through July 2004;
one-year term that Vice President,
expires at the next North America -
annual meeting of Mountain Region for
shareholders. United Airlines,
prior to July 2001.

Victoria J. Director Ms. Herget has served Investment 56 None
Herget as a director of each consultant and
(1951) of the Funds since non-profit board
September 2003. Fund member since 2001;
directors serve for a Managing Director of
one-year term that Zurich Scudder
expires at the next Investments through
annual meeting of 2001.
shareholders.

Leonard W. Director Mr. Kedrowski has Owner, Executive and 56 None
Kedrowski served as a director Management
(1941) of each of the Funds Consulting, Inc., a
since August 1998. management
Fund directors serve consulting firm;
for a one-year term Board member, GC
that expires at the McGuiggan
next annual meeting of Corporation (dba
shareholders. Smyth Companies), a
label printer;
former Chief
Executive Officer,
Creative Promotions
International, LLC,
a promotional award
programs and
products company,
through October
2003; Advisory Board
member, Designer
Doors, manufacturer
of designer doors,
through 2002.

Richard K. Director Mr. Riederer has Retired; Director, 56 None
Riederer served as a director President and Chief
(1944) of each of the Funds Executive Officer,
since August 2001. Weirton Steel
Fund directors serve through 2001.
for a one-year term
that expires at the
next annual meeting of
shareholders.

Joseph D. Director Mr. Strauss has served Owner, Chairman and 56 None
Strauss as a director of each Chief Executive
(1940) of the Funds since Officer,
August 1998. Fund Excensus(TM), LLC, a
directors serve for a consulting firm,
one-year term that since 2001; owner
expires at the next and President,
annual meeting of Strauss Management
shareholders. Company, a Minnesota
holding company for
various
organizational
management business
ventures; owner,
Chairman and Chief
Executive Officer,
Community Resource
Partnerships, Inc.,
a strategic
planning, operations
management,
government
relations,
transportation
planning and public
relations
organization;
attorney at law.

Virginia L. Chair; Ms. Stringer has Owner and President, 56 None
Stringer Director served as a director Strategic Management
(1944) of each of the Funds Resources, Inc., a
since August 1998. management
Fund directors serve consulting firm;
for a one-year term Executive Consultant
that expires at the to State Farm
next annual meeting of Insurance Company
shareholders. through 2003.

James M. Wade Director Mr. Wade has served as Owner and President, 56 None
(1943) a director of each of Jim Wade Homes, a
the Funds since August homebuilding
2001. Fund directors company, since 1999.
serve for a one-year
term that expires at
the next annual
meeting of
shareholders.

- -------------------
* Each director serves for the term specified or, if earlier, until his or her
death, resignation, removal or disqualification.

** Includes only directorships in a company with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act or subject
to the requirements of Section 15(d) of the Securities Exchange Act, or any
company registered as an investment company under the Investment Company Act.

There were 12 meetings of the Board of Directors during the fiscal year of
American Strategic Income Portfolio and American Select Portfolio ended November
30, 2004 and 11 meetings during the fiscal year of American Strategic Income
Portfolio II and American Strategic Income Portfolio III ended May 31, 2005.
During each such fiscal year, each of the directors standing for re-election
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.

STANDING COMMITTEES

The Board of Directors of each Fund currently has three standing
committees: an Audit Committee, a Pricing Committee and a Governance Committee.

The purposes of the Audit Committee are (1) to oversee the Funds'
accounting and financial reporting policies and practices, their internal
controls and, as appropriate, the internal controls of certain service
providers; (2) to oversee the quality of the Funds' financial statements and the
independent audit thereof; (3) to assist Board oversight of the Funds'
compliance with legal and regulatory requirements; and (4) to act as a liaison
between the Funds' independent auditors and the full Board of Directors. The
Audit Committee, together with the Board of Directors, has 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). The Audit Committee has adopted a
written charter setting forth, among other things, requirements with respect to
the composition of the Committee, the purposes of the Committee, and the
Committee's duties and powers. A copy of this charter was

included as an appendix to the proxy statement for last year's annual
shareholders meeting. The Audit Committee currently consists of Mr. Kedrowski
(chair), Mr. Field, Mr. Riederer and Ms. Stringer (ex officio). The Board has
determined that each member of the Audit Committee is "independent" within the
meaning of New York Stock Exchange and American Stock Exchange listing standards
and is not an "interested person" as defined in the Investment Company Act of
1940. The Board of Directors of each Fund has designated Mr. Kedrowski, Mr.
Field and Mr. Riederer as Audit Committee financial experts. The Audit Committee
met six times during the fiscal year of American Strategic Income Portfolio and
American Select Portfolio ended November 30, 2004 and six times during the
fiscal year of American Strategic Income Portfolio II and American Strategic
Income Portfolio III ended May 31, 2005.

The Pricing Committee of each Fund's Board of Directors is responsible for
overseeing the valuation of portfolio securities for which market quotations are
not readily available, pursuant to procedures established by the Board of
Directors. Current members of the Pricing Committee are Mr. Gibson (Chair), Mr.
Wade, Mr. Field and Ms. Stringer (ex-officio). The Pricing Committee met two
times during the fiscal year of American Strategic Income Portfolio and American
Select Portfolio ended November 30, 2004 and two times during the fiscal year of
American Strategic Income Portfolio II and American Strategic Income Portfolio
III ended May 31, 2005.

The Governance Committee of the Board of Directors is responsible for
nominating directors and making recommendations to the Board concerning Board
composition, committee structure and governance, director education, and
governance practices. The members of the Governance Committee are Mr. Strauss
(Chair), Mr. Wade, Ms. Herget, and Ms. Stringer (ex officio). The Board has
determined that each member of the Governance Committee is "independent" within
the meaning of New York Stock Exchange and American Stock Exchange listing
standards and is not an "interested person" as defined in the Investment Company
Act of 1940. The Governance Committee met six times during the fiscal year of
American Strategic Income Portfolio and American Select Portfolio ended November
30, 2004 and four times during the fiscal year of American Strategic Income
Portfolio II and American Strategic Income Portfolio III ended May 31, 2005. The
Governance Committee Charter is attached as Appendix A to this proxy statement.

In addition to the above committees, the Board of Directors also appoints
a Fund Review Liaison. The responsibility of the Fund Review Liaison is to lead
the Board of Directors, together with the Board Chair, in evaluating Fund
performance, Fund service provider contracts and arrangements for execution of
Fund trades. Ms. Herget is the current Fund Review Liaison.

SELECTION OF DIRECTOR NOMINEES

The Governance Committee will consider shareholder recommendations for
director nominees in connection with each annual shareholders meeting of the
Funds and any special shareholders meeting which is called for the purpose of
electing directors. There are no differences in the manner in which the
Governance Committee evaluates nominees for director based on whether the
nominee is recommended by a shareholder.

A shareholder who wishes to recommend a director nominee should submit his
or her recommendation in writing to the Chair of the Board (Ms. Stringer) or the
Chair of the Governance Committee (Mr. Strauss), in either case at First
American Funds, P.O. Box 1329, Minneapolis, Minnesota 55440-1329. At a minimum,
the recommendation should include:

- the name, address, and business, educational, and/or other pertinent
background of the person being recommended;

- a statement concerning whether the person is "independent" within
the meaning of New York Stock Exchange and American Stock Exchange
listing standards and is not an "interested person" as defined in
the Investment Company Act of 1940;

- any other information that the Funds would be required to include in
a proxy statement concerning the person if he or she was nominated;
and

- the name and address of the person submitting the recommendation,
together with the number of Fund shares held by such person and the
period for which the shares have been held.

The recommendation also can include any additional information which the
person submitting it believes would assist the Governance Committee in
evaluating the recommendation. In order for the Governance Committee to consider
a shareholder's recommended nominee for election at the annual shareholders
meeting in a given year, the recommendation should be submitted to the
Governance Committee no later than May 31 in that year.

The Board of Directors currently is composed entirely of persons who are
not "interested persons" as defined in the Investment Company Act of 1940. The
Board presently intends to remain composed only of such persons. Shareholders
should note that a person who owns securities issued by U.S. Bancorp (the parent
company of the Funds' investment advisor) would be deemed an "interested person"
under the Investment Company Act of 1940. In addition, certain other
relationships with U.S. Bancorp or its subsidiaries, with registered
broker-dealers, or with the Funds' outside legal counsel may cause a person to
be deemed an "interested person."

The Governance Committee has not established specific, minimum
qualifications that it believes must be met by a director nominee. In evaluating
director nominees, the Governance Committee considers, among other things, an
individual's background, skills, and experience; whether the individual is
"independent" within the meaning of applicable stock exchange listing standards
and is not an "interested person" as defined in the Investment Company Act of
1940; and whether the individual is "financially literate" or would be deemed an
"audit committee financial expert" within the meaning of such listing standards
and applicable Securities and Exchange Commission ("SEC") rules. The Governance
Committee also considers whether the individual's background, skills, and
experience will complement the background, skills, and experience of other
nominees and will contribute to the diversity of the Board. In addition to
considering shareholder recommendations, the Governance Committee may consider
recommendations by business and personal contacts of current Board members, by
Fund management, and by executive search firms which the committee may engage
from time to time.

Before the Governance Committee decides to nominate an individual as a
director, committee members and other directors customarily interview the
individual in person. In addition, the individual customarily is asked to
complete a detailed questionnaire which is designed to elicit information which
must be disclosed under SEC and stock exchange rules and to determine whether
the individual is subject to any statutory disqualification from serving as a
director of a registered investment company.

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS

Shareholders of the Funds can communicate directly with the Board of
Directors by writing to the Chair of the Board, First American Funds, P.O. Box
1329, Minneapolis, Minnesota 55440-1329. Shareholders can communicate directly
with an individual director by writing to that director at P.O. Box 1329,
Minneapolis, Minnesota 55440-1329. Such communications to the Board or
individual directors are not screened before being delivered to the addressee.

DIRECTOR ATTENDANCE AT SHAREHOLDERS MEETINGS

The Board of Directors encourages directors to attend annual shareholders
meetings of the Funds in person or by telephone. Five of the directors standing
for re-election attended the Funds' 2004 annual shareholders meeting in person.

DIRECTOR COMPENSATION

The Fund complex currently pays directors who are not paid employees or
affiliates of the Funds an annual retainer of $40,000 ($60,000 in the case of
the Chair). The Fund Review Liaison receives an additional annual retainer of
$10,000. In addition, directors are paid the following fees for attending Board
and committee meetings:

- $5,000 per day for in-person attendance at Board of Directors
meetings ($7,500 per day in the case of the Chair);

- $2,500 per day for telephonic attendance at Board of Directors
meetings ($3,750 in the case of the Chair);

- $2,500 for in-person attendance at any committee meeting ($3,750 in
the case of the committee chair); and

- $1,250 for telephonic attendance at any committee meeting ($1,875 in
the case of the committee chair).

Directors also receive $2,500 per day when traveling, on behalf of a Fund, out
of town on Fund business which does not involve a Board or committee meeting. In
addition, directors are reimbursed for their out-of-pocket expenses in traveling
from their primary or secondary residence to Board and committee meetings, on
Fund business and to attend mutual fund industry conferences or seminars. The
amounts specified in this paragraph are allocated among the funds 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
standing for re-election from each Fund for its most recent fiscal year, as well
as the total compensation received by each such director from the Fund Complex
for the twelve months ended December 31, 2004.

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

Benjamin R. Field $ 121,250 $ 127,500 $ 127,500 $ 121,250 $ 121,250
III

Roger A. Gibson 118,750 118,750 118,750 118,750 115,000

Victoria J. Herget 112,500 112,500 112,500 112,500 110,000

Leonard W. Kedrowski 138,750 147,500 147,500 138,750 141,250

Richard K. Riederer 132,500 126,875 126,875 132,500 131,250

Joseph D. Strauss 117,500 111,875 111,875 117,500 111,250

Virginia L. Stringer 196,250 207,500 207,500 196,250 198,750

James M. Wade 117,500 123,750 123,750 117,500 120,000

(1) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $763; and Leonard W. Kedrowski, $1,782.

(2) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $1,536; and Leonard W. Kedrowski, $4,783.

(3) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $1,973; and Leonard W. Kedrowski, $6,144.

(4) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $2,021; and Leonard W. Kedrowski, $4,723.

(5) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $57,500; and Leonard W. Kedrowski, $141,250.

(6) As of December 31, 2004, the Fund Complex consisted of three open-end and
eight closed-end investment companies, totaling 56 funds, managed by the
Adviser, including the Funds.

DIRECTOR SHAREHOLDINGS

The following table discloses the dollar range of equity securities
beneficially owned by each director standing for re-election (i) in each Fund
and (ii) on an aggregate basis in any of the funds in the Fund Complex.

Dollar Range of Equity Aggregate Dollar Range of Equity
Name of Director Securities in the Funds Securities in the Fund Complex*
- ---------------- ----------------------- --------------------------------

Benjamin R. Field III None Over $100,000

Roger A. Gibson None Over $100,000

Victoria J. Herget None Over $100,000

Leonard W. Kedrowski None Over $100,000

Richard K. Riederer None Over $100,000

Joseph D. Strauss None Over $100,000

Virginia L. Stringer None Over $100,000

James M. Wade None Over $100,000

- ---------------------------
* The dollar range disclosed is based on the value of the securities as of June
30, 2005.

To the knowledge of the Funds, as of July 25, 2005, the officers and
directors of each Fund as a group beneficially owned less than 1% of each class
of the outstanding shares of each Fund.

BOARD RECOMMENDATION; REQUIRED VOTE

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 plurality of
the shares represented at the meeting is sufficient for the election of each of
the 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 REGISTERED PUBLIC ACCOUNTING FIRM

The Investment Company Act of 1940 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. This selection is being submitted for ratification or
rejection by the shareholders of each Fund.

The Audit Committee and the full Board of Directors, including a majority
of the Directors who are not interested persons of the Adviser or the Funds,
have approved a change in each Fund's fiscal year end to August 31 and have
selected Ernst & Young LLP ("Ernst & Young") to be the Funds' independent
registered public accounting firm for each Fund's current fiscal year ending
August 31, 2005. Ernst & Young examines the annual financial statements of the
Funds and provides certain other audit-related 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 and the Board of Directors have the ultimate authority
and responsibility to select, evaluate and, where appropriate, replace the
Funds' independent public accountants (or to nominate the independent public
accountants to be proposed for shareholder approval in any proxy statement). 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 public
accountants' responsibility is to plan and carry out a proper audit of the
financial statements.

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 SEC.

Members of the Audit Committee

Leonard W. Kedrowski, Chair
Benjamin R. Field III
Richard K. Riederer
Virginia L. Stringer

FEES PAID TO ERNST & YOUNG

Audit Fees. Ernst & Young's fees for professional services rendered for
the audit of each Fund's annual financial statements for its two most recently
completed fiscal years were as set forth in the following table. These amounts
included fees associated with the annual audit, SEC Rule 17f-2 security count
filings and filings of the Funds' Annual Reports on Form N-CSR.

Fiscal year Fiscal year Fiscal year Fiscal year
ended 5/31/05 ended 5/31/04 ended 11/30/04 ended 11/30/03
------------- ------------- -------------- --------------

American Strategic Income Portfolio N/A N/A $11,933 $12,431

American Strategic Income Portfolio II $35,748 $42,210 N/A N/A

American Strategic Income Portfolio III $43,762 $54,136 N/A N/A

American Select Portfolio N/A N/A $29,555 $33,520

Audit-Related Fees. Ernst & Young's fees for audit-related services for
each Fund's two most recently completed fiscal years were as set forth in the
following table. These audit-related services primarily related to services
provided in connection with the previously announced proposed reorganization of
the Funds into a real estate investment trust.

Fiscal year Fiscal year Fiscal year Fiscal year
ended 5/31/05 ended 5/31/04 ended 11/30/04 ended 11/30/03
------------- ------------- -------------- --------------

American Strategic Income Portfolio N/A N/A $1,001 $ 6,910

American Strategic Income Portfolio II $1,726 $10,663 N/A N/A

American Strategic Income Portfolio III $2,130 $13,653 N/A N/A

American Select Portfolio N/A N/A $2,670 $18,650

Tax Fees. Ernst & Young's fees for tax services for each Fund's two most
recently completed fiscal years were as set forth in the following table. These
tax services included tax compliance, tax advice and tax planning services. Tax
compliance, tax advice and tax planning

services primarily relate to the preparation of original and amended tax
returns, timely RIC qualification reviews, tax distribution analysis and
planning, and tax services provided in connection with the previously proposed
reorganization of the Funds (which the Funds are no longer pursuing).

Fiscal year Fiscal year Fiscal year Fiscal year
ended 5/31/05 ended 5/31/04 ended 11/30/04 ended 11/30/03
------------- ------------- -------------- --------------

American Strategic Income Portfolio N/A N/A $2,447 $ 9,585

American Strategic Income Portfolio II $7,856 $ 9,326 N/A N/A

American Strategic Income Portfolio III $9,723 $11,836 N/A N/A

American Select Portfolio N/A N/A $6,067 $25,100

All Other Fees. There were no fees billed by Ernst & Young for other
services during each Fund's two most recently completed fiscal years.

Aggregate Non-Audit Fees. The aggregate non-audit fees billed by Ernst &
Young to each of the Funds and the Adviser and entities controlling, controlled
by or under common control with the Adviser that provide ongoing services to the
Funds for the two most recently completed fiscal years are set forth in the
following table.

Fiscal year Fiscal year Fiscal year Fiscal year
ended 5/31/05 ended 5/31/04 ended 11/30/04 ended 11/30/03
------------- ------------- -------------- --------------

American Strategic Income Portfolio N/A N/A $34,198 $126,695

American Strategic Income Portfolio II $27,282 $33,039 N/A N/A

American Strategic Income Portfolio III $29,554 $38,539 N/A N/A

American Select Portfolio N/A N/A $39,488 $153,950

AUDIT COMMITTEE PRE-APPROVAL POLICIES

The Audit Committee has established procedures requiring the pre-approval
of all audit and non-audit services performed for the Funds by Ernst & Young.
Such procedures also require the pre-approval of non-audit service provided to
U.S. Bancorp Asset Management, U.S. Bank National Association, Quasar
Distributors, U.S. Bancorp Fund Services, LLC and any other entity under common
control with U.S. Bancorp Asset Management that provides ongoing services to the
Funds, but only if those services relate directly to the operations and
financial reporting of the Funds. All of the services described above that were
provided on or after May 6, 2003, the effective date of SEC rules relating to
the pre-approval of non-audit services, were pre-approved in accordance with the
Audit Committee's pre-approval procedures.

BOARD RECOMMENDATION; REQUIRED VOTE

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. Unless otherwise instructed, the proxies will vote for the
ratification of the selection of Ernst & Young as each Fund's independent
registered public accounting firm.

OFFICERS OF THE FUNDS

Information about each 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 officer receives any compensation from the Funds.* Unless otherwise
indicated, the address of each of the officers is U.S. Bancorp Asset Management,
Inc., 800 Nicollet Mall, Minneapolis, Minnesota 55402.

NAME AND YEAR OF POSITION HELD TERM OF OFFICE** AND PRINCIPAL OCCUPATION(S) DURING PAST
BIRTH WITH THE FUNDS LENGTH OF TIME SERVED FIVE YEARS
- ----------------- -------------- --------------------- -------------------------------------

Thomas S. President Since February 2001 Chief Executive Officer of the
Schreier, Jr. Adviser since May 2001; prior
(1962) thereto, Chief Executive Officer of
First American Asset Management since
December 2000 and of Firstar
Investment & Research Management
Company ("FIRMCO") since February
2001; Senior Managing Director and
Head of Equity Research of U.S.
Bancorp Piper Jaffray from October
1998 through December 2000; prior to
October 1998, Senior Airline Equity
Analyst and a Director in the Equity
Research Department of Credit Suisse
First Boston.

Mark S. Jordahl Vice Since September Chief Investment Officer of the
(1960) President -- 2001 Adviser since September 2001; prior
Investments thereto, President and Chief
Investment Officer, ING Investment
Management - Americas, September 2000
to June 2001; Senior Vice President
and Chief Investment Officer,
ReliaStar Financial Corp, January
1998 to September 2000.

Jeffery M. Wilson Vice Since March 2000 Senior Vice President of the Adviser
(1957) President -- since May 2001; prior thereto, Senior
Administration Vice President of First American
Asset Management.

David H. Lui Chief Since February 2005 Chief Compliance Officer for First
(1960) Compliance American Funds and the Adviser since
Officer February 2005. Prior thereto, Chief
Compliance Officer, Franklin
Advisers, Inc. and Chief Compliance
Counsel, Franklin Templeton
Investments from March 2004. Prior
to that, Vice President, Charles
Schwab & Co., Inc.

Charles D. Treasurer Since December 2004 Mutual Funds Treasurer of the Adviser
Gariboldi, Jr. since October 2004; prior thereto,
(1959) Vice President for investment
accounting and Fund Treasurer of
Thrivent Financial for Lutherans.

Kathleen L. Secretary Since December Deputy General Counsel of the Adviser
Prudhomme 2004; Assistant since November 2004; prior thereto,
(1953) Secretary of the Partner, Dorsey & Whitney LLP, a
Funds from Minneapolis based law firm.
September 1999 to
December 2004

Brett L. Agnew Assistant Since December 2004 Attorney for the Adviser since August
(1971) Secretary 2004; 2001-2004, Senior Counsel,
Thrivent Financial for Lutherans;
prior thereto, Consultant, Principal
Financial Group.

James D. Alt* Assistant Since December Partner, Dorsey & Whitney LLP, a
(1951) Secretary 2004; Secretary of Minneapolis based law firm.
50 South Sixth the Funds from
Street, Suite June 2002 to
1500 Minneapolis, December 2004 and
MN 55402 Assistant
Secretary of the
Funds from
September 1998 to
June 2002

- -------------------
* Legal fees and expenses are paid to Dorsey & Whitney LLP, the law firm of
which Mr. Alt is a partner.

** Officers serve at the pleasure of the Board of Directors and are re-elected
by the Board annually.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on Fund records and other information, the Funds believe that all
SEC filing requirements with respect to the Funds 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 Charles R. Manzoni and Joseph
M. Ulrey III, officers of the Adviser, and David H. Lui, an officer of the Funds
and the Adviser, did not file their Form 3 Initial Statements of Beneficial
Ownership of Securities on a timely basis.

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, 800 Nicollet Mall,
Minneapolis, Minnesota 55402, no later than April 10, 2006. 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 24, 2006.

Dated: August 8, 2005

Kathleen L. Prudhomme
Secretary

APPENDIX A

FIRST AMERICAN FUNDS
GOVERNANCE COMMITTEE CHARTER

I. PURPOSE

The purpose of the Governance Committee is to enhance the effectiveness of
the Board of Directors of the First American Funds.

II. COMPOSITION

The Governance Committee shall be composed entirely of Directors who are
not "interested persons" of the Funds within the meaning of the Investment
Company Act of 1940. The Governance Committee will have at least three members
and the Board Chair will serve as an "ex-officio" member of the Committee.

III. RESPONSIBILITIES

The Committee will have the following responsibilities:

BOARD COMPOSITION

- Interview and recommend to the Board of Directors of the Funds nominees
for election as directors (whether they are "interested" or
"disinterested" within the meaning of the Investment Company Act of 1940)
consistent with the needs of the Board and the Funds. The Committee will
evaluate candidates' qualifications for Board membership and, with respect
to persons being considered to join the Board as "disinterested"
directors, their independence from management and principal service
providers. These persons must be independent in terms of both the letter
and the spirit of the 1940 Act and the Rules, Regulations and Forms under
the 1940 Act. With respect to "disinterested" director candidates, the
Committee also will consider the effect of any relationships beyond those
delineated in the 1940 Act that might impair independence, such as
business, financial or family relationships with Fund managers or service
providers. In this regard, the Committee will not consider the following
types of candidates to serve as "disinterested" directors: (1) a close
family member(1) of an employee, officer or interested director of a Fund
or its affiliates, and (2) a former officer or director of a Fund's
affiliate.

- Review, annually, the independence of all Independent Directors and
report its findings to the Board.

- ---------------------
(1) "Close family member" includes any member of the immediate family and any
aunt, uncle or cousin.

- Review the composition of the Board of Directors to determine whether it
may be appropriate to add individuals with different backgrounds or skills
from those already on the Board.

- Report annually to the Board on which current and potential members of
the Audit Committee qualify as Audit Committee Financial Experts.

- Recommend to the Board a successor to the Board Chair when a vacancy
occurs in that position.

- Consult with the Board Chair regarding the Board Chair's recommended
Committee assignments.

- In anticipation of the Board's request for shareholder approval of a
slate of Directors, recommend to the Board the slate of Directors to be
presented for Board and shareholder approval.

COMMITTEE STRUCTURE

- Assist the Board Chair in his or her annual review of the Board's
Committee structure and membership.

- Review, at least annually, each Committee's Charter and suggest changes
to the appropriate Committee Chair.

DIRECTOR EDUCATION

- Develop an annual education calendar that details the topics to be
addressed in the Board's quarterly education sessions. The educational
calendar will be presented to the full Board at its first quarterly
meeting.

- Monitor the attendance by each Independent Director at educational
seminars, conferences or similar meetings.

- Develop and conduct orientation sessions for new Independent Directors
before or shortly after the new Directors join the Board.

- Manage the Board's education program in a cost-effective manner.

GOVERNANCE PRACTICES

- Review and make recommendations to the Board of Directors concerning
Director compensation at least once every two years.

- As appropriate or necessary, review, on a regular basis, and make
recommendations to the Board of Directors concerning Director expenses,
including

those related to Board education, Director education, Director travel,
legal counsel and consultant support.

- Monitor compliance with the Board's requirement that each Director
maintain investments in the Funds that are at least equal to the aggregate
fees for one year that he or she receives for Board-related service to the
Funds.

- Review Director compliance with the requirement that a Director must
retire from Board service by December 31 of the year in which he or she
reaches the age of 70.

- Review Director compliance with the prohibition from serving on the
board of directors of mutual funds that are not part of the First American
Fund Complex.

- If requested, assist the Board Chair in overseeing the Board's
self-evaluation process undertaken each year by the Independent Directors.

- In collaboration with outside counsel and as required by law or deemed
advisable by the Committee, develop policies and procedures addressing
matters which should come before the Committee in the proper exercise of
its duties.

- Review, at least annually, the Board's adherence to industry "best
practices."

- In consultation with the Board Chair, review and, as appropriate,
recommend changes in, Board governance policies, procedures and practices.

- Report the Committee's activities on a regular basis to the Board of
Directors and make such recommendations as the Committee and the Board
Chair deem appropriate.

- Review at least annually and, as appropriate, recommend that the Board
implement changes to this Charter.

IV. RETENTION OF EXPERTS

The Committee will have the resources and authority to discharge its
responsibilities, including the authority to retain special counsel and other
experts or consultants at the expense of any one or more of the Funds, as
appropriate.

NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS

TIME:
Monday, September 19, 2005
at 2:00 p.m.

PLACE:
Minneapolis Club
729 Second Avenue South
Minneapolis, Minnesota 55402

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

Book 1

Cusip Numbers:
030098-10-7
030099-10-5
03009T-10-1
029570-10-8

USBAM1-PS-05

DETACH HERE

AMERICAN STRATEGIC INCOME PORTFOLIO INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme 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
common shares of American Strategic Income Portfolio Inc. (the "Fund"), held by
the undersigned at the annual meeting of shareholders of the Fund to be held on
September 19, 2005, 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?

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

AMERICAN STRATEGIC INCOME
PORTFOLIO INC.
C/O COMPUTERSHARE
P.O. BOX 8694
EDISON, NJ 08818-8694

_____________________________________________

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.

VOTE-BY-INTERNET VOTE-BY-TELEPHONE

Log on to the Internet and go to Call toll-free
http://www.eproxyvote.com/asp OR 1-877-PRX-VOTE (1-877-779-8683)

If you vote over the Internet or by telephone, please do not mail your card.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

Please mark
[X] votes as in
this example

1. To elect all nominees listed below (except as marked to the contrary
below).

(01) Benjamin R. Field III, (02) Roger A. Gibson,
(03) Victoria J. Herget, (04) Leonard W. Kedrowski,
(05) Richard K. Riederer, (06) Joseph D. Strauss,
(07) Virginia L. Stringer, and (08) James M. Wade

VOTE
FOR WITHHELD
ALL FROM ALL
NOMINEES |_| |_| NOMINEES

FOR ALL |_| _________________________________________
NOMINEES (INSTRUCTION: To withhold authority to vote
EXCEPT for any individual nominees, write that
nominee's name in the space provided above.)

________________________________________________

AMERICAN STRATEGIC INCOME
PORTFOLIO INC.
________________________________________________

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

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.

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

Please be sure to sign and date this Proxy.

Shareholder
sign here: _____________________________________ Date: ________________________

Co-owner
sign here: _____________________________________ Date: ________________________

DETACH HERE

AMERICAN STRATEGIC INCOME PORTFOLIO INC. -- II

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme 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
common shares of American Strategic Income Portfolio Inc. -- II (the "Fund"),
held by the undersigned at the annual meeting of shareholders of the Fund to be
held on September 19, 2005, 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.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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

AMERICAN STRATEGIC INCOME
PORTFOLIO INC. -- II
C/O COMPUTERSHARE
P.O. BOX 8694
EDISON, NJ 08818-8694

______________________________________________

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.

VOTE-BY-INTERNET VOTE-BY-TELEPHONE

Log on to the Internet and go to Call toll-free
http://www.eproxyvote.com/bsp OR 1-877-PRX-VOTE (1-877-779-8683)

If you vote over the Internet or by telephone, please do not mail your card.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

Please mark
[X] votes as in
this example

1. To elect all nominees listed below (except as marked to the contrary
below).

VOTE
FOR WITHHELD
ALL FROM ALL
NOMINEES |_| |_| NOMINEES

FOR ALL |_| ________________________________________
NOMINEES (INSTRUCTION: To withhold authority to vote
EXCEPT for any individual nominees, write that
nominee's name in the space provided above.)

_________________________________________________

AMERICAN STRATEGIC INCOME
PORTFOLIO INC. -- II
_________________________________________________

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

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.

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

Please be sure to sign and date this Proxy.

Shareholder
sign here: _____________________________________ Date: ________________________

Co-owner
sign here: _____________________________________ Date: ________________________

DETACH HERE

AMERICAN STRATEGIC INCOME PORTFOLIO INC. -- III

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme 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
common shares of American Strategic Income Portfolio Inc. -- III (the "Fund"),
held by the undersigned at the annual meeting of shareholders of the Fund to be
held on September 19, 2005, 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.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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

AMERICAN STRATEGIC INCOME
PORTFOLIO INC. -- III
C/O COMPUTERSHARE
P.O. BOX 8694
EDISON, NJ 08818-8694

______________________________________________

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.

VOTE-BY-INTERNET VOTE-BY-TELEPHONE

Log on to the Internet and go to Call toll-free
http://www.eproxyvote.com/csp OR 1-877-PRX-VOTE (1-877-779-8683)

If you vote over the Internet or by telephone, please do not mail your card.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

Please mark
[X] votes as in
this example

1. To elect all nominees listed below (except as marked to the contrary
below).

VOTE
FOR WITHHELD
ALL FROM ALL
NOMINEES |_| |_| NOMINEES

FOR ALL |_| _________________________________________
NOMINEES (INSTRUCTION: To withhold authority to vote
EXCEPT for any individual nominees, write that
nominee's name in the space provided above.)

_________________________________________________

AMERICAN STRATEGIC INCOME
PORTFOLIO INC. -- III
_________________________________________________

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

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.

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

Please be sure to sign and date this Proxy.

Shareholder
sign here: _____________________________________ Date: ________________________

Co-owner
sign here: _____________________________________ Date: ________________________

DETACH HERE

AMERICAN SELECT PORTFOLIO INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme 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
common shares of American Select Portfolio Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
September 19, 2005, 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.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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

AMERICAN SELECT PORTFOLIO INC.
C/O COMPUTERSHARE
P.O. BOX 8694
EDISON, NJ 08818-8694

______________________________________________

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.

VOTE-BY-INTERNET VOTE-BY-TELEPHONE

Log on to the Internet and go to Call toll-free
http://www.eproxyvote.com/sla OR 1-877-PRX-VOTE (1-877-779-8683)

If you vote over the Internet or by telephone, please do not mail your card.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

Please mark
[X] votes as in
this example

1. To elect all nominees listed below (except as marked to the contrary
below).

VOTE
FOR WITHHELD
ALL FROM ALL
NOMINEES |_| |_| NOMINEES

FOR ALL |_| _________________________________________
NOMINEES (INSTRUCTION: To withhold authority to vote
EXCEPT for any individual nominees, write that
nominee's name in the space provided above.)

_________________________________________________

AMERICAN SELECT PORTFOLIO INC.
_________________________________________________

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

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.

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

Please be sure to sign and date this Proxy.

Shareholder
sign here: _____________________________________ Date: _______________________

Co-owner
sign here: _____________________________________ Date: _______________________