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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 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:

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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
DECEMBER 4, 2006

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 2:30 p.m., Central Time, on Monday, December 4, 2006, 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 approve a change in each Fund's investment restriction
governing investments in real estate investment trusts.

4. 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 October 10, 2006
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.

October 30, 2006 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 -- DECEMBER 4, 2006

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,
December 4, 2006, and any adjournments thereof.

The investment adviser for the Funds is FAF Advisors, Inc. (the
"Adviser"). FAF Advisors 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
October 30, 2006. 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. The Adviser may also arrange for an outside firm, The Altman
Group, to solicit shareholder votes by telephone on behalf of the Funds. This
procedure is expected to cost approximately $68,100, which will be paid by the
Funds.

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 and the
proposal to approve a change in each Fund's investment restriction governing
investments in real estate investment trusts, an abstention will be counted as
shares present at the meeting in determining whether the proposals have been
approved, and will have the same effect as a vote against the proposals. 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 October 10, 2006 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:

<Table>
<Caption>
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
</Table>

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 October 10, 2006, except as follows:

<Table>
<Caption>
NAME AND ADDRESS OF NUMBER OF SHARES OF PERCENTAGE OWNERSHIP
FUND BENEFICIAL OWNER COMMON STOCK OF COMMON STOCK
- ---- ---------------- ------------ ---------------

American Strategic Sit Investment Associates, 1,264,001 29.87%
Income Portfolio Inc. and affiliated entities
("Sit Investment Associates")
4600 Wells Fargo Center
Minneapolis, MN
American Strategic Sit Investment Associates 4,580,678 28.65%
Income Portfolio II
American Strategic Sit Investment Associates 4,424,720 20.72%
Income Portfolio III
American Select Sit Investment Associates 2,576,981 24.17%
Portfolio
</Table>

Copies of each Fund's most recent annual report 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 nine. 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.
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 50 open-end funds (which are portfolios of four
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, other than John P. Kayser, has served as a director since the last
annual meeting of shareholders. Mr. Kayser has served as a director since
October 2006.

NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS

<Table>
<Caption>
NUMBER OF
PORTFOLIOS
IN FUND
POSITION COMPLEX OTHER
HELD PRINCIPAL OVERSEEN DIRECTOR-SHIPS
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 58 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 58 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 58 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.

John P. Kayser Director Mr. Kayser has served Retired; Principal 58 None
(1949) as a director of each (1983-2004) and
of the Funds since Chief Financial
October 2006. Fund Officer and Chief
directors serve for a Administrative
one-year term that Officer (1988-2002),
expires at the next William Blair &
annual meeting of Company, LLC.
shareholders.

Leonard W. Director Mr. Kedrowski has Owner and President, 58 None
Kedrowski served as a director Executive and
(1941) of each of the Funds Management
since August 1998. Consulting, Inc., a
Fund directors serve management
for a one-year term consulting firm;
that expires at the Board member, GC
next annual meeting of McGuiggan
shareholders. Corporation (dba
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, 58 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 Attorney At Law, 58 None
Strauss as a director of each Owner and President,
(1940) of the Funds since Strauss Management
August 1998. Fund Company, a Minnesota
directors serve for a holding company for
one-year term that various
expires at the next organizational
annual meeting of management business
shareholders. ventures; Owner,
Chairman and Chief
Executive Officer,
Community Resource
Partnerships, Inc., a
strategic planning,
operations management,
government relations,
transportation planning
and public relations
organization; Owner,
Chairman and Chief
Executive Officer,
Excensus(TM), LLC, a
strategic demographic
planning and application
development firm, since
2001.

Virginia L. Chair; Ms. Stringer has Owner and President, 58 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, 58 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.
</Table>

- -------------------
* 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 five meetings of the Board of Directors during the fiscal
year ended August 31, 2006. During the 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 eight
times during the fiscal year ended August 31, 2006.

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 six
times during the fiscal year ended August 31, 2006.

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 four times during the fiscal year
ended August 31, 2006. 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 August 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 currently 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. All of the
directors standing for re-election who were directors at the time attended the
Funds' 2005 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 ($80,000 in the case of
the Chair). The Fund Review Liaison receives an additional annual retainer of
$15,000. 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 ($10,000 per day in the case of the Chair);

- $2,500 per day for telephonic attendance at Board of Directors
meetings ($5,000 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, $4,250 for the
Audit Committee Chair);

- $1,250 for telephonic attendance at any committee meeting
($1,875 in the case of the committee chair, $2,125 for the
Audit Committee Chair); and

- $2,500 for in-person attendance at any opening executive
session ($5,000 in the case of the 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 in a manner that apportions a part of the expenses evenly across all
funds and a part proportionally relative to the average net assets of each fund.

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 fiscal year ended August 31, 2006. Mr. Kayser did not serve
as a Fund director during such fiscal year, and therefore is not listed.

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

Benjamin R. Field $ 1,679 $ 1,962 $ 2,092 $ 1,860 $ 137,500
III

Roger A. Gibson 1,345 1,733 1,911 1,594 125,625

Victoria J. Herget 1,435 1,677 1,788 1,590 117,500

Leonard W. 627 1,592 2,033 1,248 133,750
Kedrowski

Richard K. 1,435 1,677 1,788 1,590 117,500
Riederer

Joseph D. Strauss 1,362 1,634 1,759 1,536 115,625

Virginia L. 2,702 3,157 3,366 2,993 221,250
Stringer

James M. Wade 1,527 1,784 1,902 1,691 125,000
</Table>

(1) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $118; Leonard W. Kedrowski, $627; and Joseph D.
Strauss, $31.
(2) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $299; Leonard W. Kedrowski, $1,592; and Joseph D.
Strauss, $80.
(3) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $382; Leonard W. Kedrowski, $2,033; and Joseph D.
Strauss, $102.
(4) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $234; Leonard W. Kedrowski, $1,248; and Joseph D.
Strauss, $62.
(5) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $25,125; Leonard W. Kedrowski, $133,750; and
Joseph D. Strauss, $6,688.
(6) As of August 31, 2006, the Fund Complex consisted of four open-end and
eight closed-end investment companies, totaling 58 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.

<Table>
<Caption>
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
John P. Kayser None None
Leonard W. Kedrowski American Strategic Income Over $100,000
Portfolio: $10,001-$50,000;
American Strategic Income
Portfolio II:
$50,001-$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, 2006 (October 16, 2006 for Mr. Kayser.)

To the knowledge of the Funds, as of October 10, 2006, the officers and
directors of each Fund as a group beneficially owned less than 1% 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.

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 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 the indicated fiscal
periods 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.

<Table>
<Caption>
Fiscal Fiscal
Fiscal period period Fiscal Fiscal
year 6/1/05 12/1/04 year year
ended through through ended ended
8/31/06 8/31/05 8/31/05 5/31/05 11/30/04
------- ------- ------- ------- --------

American Strategic Income Portfolio $26,191 N/A $13,580 N/A $11,933
American Strategic Income $35,625 $7,473 N/A $35,748 N/A
Portfolio II
American Strategic Income $39,912 $8,728 N/A $43,762 N/A
Portfolio III
American Select Portfolio $32,187 N/A $19,106 N/A $29,555
</Table>

Audit-Related Fees. Ernst & Young's fees for audit-related services for
the indicated fiscal periods 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 (which the Funds are no longer pursuing).

American Strategic Income Portfolio $1,990 N/A $866 N/A $1,001
American Strategic Income $2,585 $607 N/A $1,726 N/A
Portfolio II
American Strategic Income $2,855 $709 N/A $2,130 N/A
Portfolio III
American Select Portfolio $2,368 N/A $1,222 N/A $2,670
</Table>

Tax Fees. Ernst & Young's fees for tax services for the indicated
fiscal periods 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 into a real estate
investment trust (which the Funds are no longer pursuing).

American Strategic Income Portfolio $5,054 N/A $2,421 N/A $2,447
American Strategic Income $7,337 $934 N/A $7,856 N/A
Portfolio II
American Strategic Income $8,374 $1,091 N/A $9,723 N/A
Portfolio III
American Select Portfolio $6,505 N/A $3,743 N/A $6,067
</Table>

All Other Fees. There were no fees billed by Ernst & Young for other
services during the period from December 1, 2003 through August 31, 2006.

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 indicated fiscal periods are set forth in the
following table.

American Strategic Income Portfolio $23,544 N/A $28,986 N/A $34,198
American Strategic Income $26,422 $27,241 N/A $27,282 N/A
Portfolio II
American Strategic Income $27,730 $27,500 N/A $29,554 N/A
Portfolio III
American Select Portfolio $25,373 N/A $30,665 N/A $39,488
</Table>

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 FAF Advisors, U.S. Bank National Association, Quasar
Distributors, U.S. Bancorp Fund Services, LLC and any other entity under common
control with FAF Advisors 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.

PROPOSAL THREE
APPROVAL OF CHANGE IN THE FUNDS' INVESTMENT RESTRICTIONS
GOVERNING INVESTMENTS IN REAL ESTATE INVESTMENT TRUSTS

Each Fund has a fundamental policy governing its investments in real
estate that provides, in part, that the Fund may invest up to 25% of its total
assets in preferred issues of real estate investment trusts ("REITs") that are
investment grade or better at the time of investment, with a maximum of 1% of
the Fund's total assets at the time of investment in REIT preferred issues of
any one issuer or its affiliates. The Board of Directors has recommended that
shareholders approve an increase in the maximum percentage of a Fund's total
assets that may be invested in REIT preferred issues of any one issuer or its
affiliates from 1% to 2%.

REITs are publicly traded corporations or trusts that acquire, hold
and manage residential or commercial real estate. REITs generally can be divided
into the following three types:

o Equity REITs, which invest the majority of their assets directly in
real property and derive their income primarily from rents and capital
gains or real estate appreciation.

o Mortgage REITs, which invest the majority of their assets in real
estate mortgage loans and derive their income primarily from interest
payments.

o Hybrid REITs, which combine the characteristics of equity REITs and
mortgage REITs.

Preferred issues of REITs are equity securities with fixed income
characteristics, typically offering higher yields than the dividends paid on
common stock. Preferred shareholders also have priority over common shareholders
upon liquidation of the company. Investments in preferred issues of REITs offer
the Funds the same or better yields than whole loans while improving
diversification both in terms of product type and geographic location. These
investments also provide better credit quality than individual whole loans.

The Adviser has represented to the Board of Directors that the number
of REIT preferred issues that meet the Funds' investment criteria is fairly
limited. The Board of Directors believes that it will be in the best interests
of Fund shareholders to allow the Funds the additional investment flexibility
provided by the proposed increase in the amount of Fund assets that can be
invested in the REIT preferred issues of any one issuer or its affiliates.
However, increasing the percentage of a Fund's assets exposed to a single issuer
(or its affiliates) will increase the Fund's risk with respect to any factors
that could impact that particular issuer to a greater extent than other REIT
preferred issuers.

The real estate industry is sensitive to factors such as changes in
real estate values and property taxes, overbuilding, variations in rental
income, and interest rates. The performance of real estate companies can also be
affected by their structure and cash flow, and by the skill of their management.
Particular risks associated with investments in REITs include the fact that
equity REITs will be affected by changes in the values of and incomes from the
properties they own, while mortgage REITs may be affected by the credit quality
of the mortgage loans they hold. REITs are dependent on specialized management
skills which may affect their ability to generate cash flow for operating
purposes and to make distributions to shareholders or unitholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND VOTE TO
APPROVE THE PROPOSED CHANGE IN THAT FUND'S INVESTMENT POLICY CONCERNING
INVESTMENTS IN REAL ESTATE INVESTMENT TRUSTS. For each Fund, the proposed
investment policy change must be approved by a majority of the outstanding
shares of the Fund, as defined in the 1940 Act, which means the lesser of the
vote of (a) 67% of the shares of the Fund present at a meeting where more than
50% of the outstanding shares are present in person or by proxy, or (b) more
than 50% of the outstanding shares of the Fund. Unless otherwise instructed, the
proxies will vote for the approval of the proposed investment policy change.

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 FAF Advisors, Inc., 800 Nicollet Mall,
Minneapolis, Minnesota 55402.

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

Thomas S. President Since February 2001 Chief Executive Officer of the
Schreier, Jr. Adviser.
(1962)

John G. Wenker Senior Vice Since November 1996 Managing Director of the Adviser.
(1951) President

Mark S. Jordahl Vice Since September Chief Investment Officer of the
(1960) President -- 2001 Adviser since September 2001.
Investments

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

Jeffery M. Wilson Vice Since March 2000 Senior Vice President of the Adviser
(1956) President -- since May 2001.
Administration

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 to
February 2005. Prior to that, Vice
President, Charles Schwab & Co., Inc.

Jason K. Mitchell Anti-Money Since September Anti-Money Laundering Officer for
(1976) Laundering 2006 First American Funds and the Adviser
Officer since September 2006. Compliance
Manager for the Adviser since June
2006. Prior thereto, Compliance
Analyst for the Adviser from October
2004 through June 2006. Prior to
that, Senior Systems Helpdesk Analyst
for Wachovia Retirement Services from
November 2002 through October 2004.
Prior to that, Senior Retirement Plan
Specialist for PFPC, Inc.

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

Jill M. Stevenson Assistant Since September Assistant Treasurer for the Adviser
(1965) Treasurer 2005 since September 2005; prior thereto,
Director, Senior Project Manager for
the Adviser from May 2003 to September
2005; prior to that, Vice President,
Director of Operations, Paladin
Investment Associates, LLC.

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 Counsel for the Adviser since August
(1971) Secretary 2004; 2001-2004, Senior Counsel,
Thrivent Financial for Lutherans;
prior thereto, Consultant, Principal
Financial Group.

Richard J. Ertel Assistant Since June 2006 Counsel for the Adviser since May
(1967) Secretary and from June 2003 2006; prior thereto, Counsel,
to August 2004 Ameriprise Financial Services, Inc.
from September 2004 to May 2006;
prior to that, Counsel, FAF Advisors,
Inc. from May 2003 to August 2004;
prior to May 2003, Associate Counsel,
Hartford Life and Accident Insurance
Company.

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

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
</Table>

- -------------------
* 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.

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 June 29, 2007. 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 September 5, 2007.

Dated: October 30, 2006

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 member1 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, December 4, 2006
at 2:30 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 2

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

002CS-12421

AMERICAN STRATEGIC
INCOME PORTFOLIO INC.

MR A SAMPLE
DESIGNATION (IF ANY)
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[ ] Mark this box with an X if you
have made changes to your name
or address details above.

- --------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD ( 123456 ) C0123456789 [ 12345 ]
-------------
- --------------------------------------------------------------------------------

A ELECTION OF DIRECTORS

PLEASE REFER TO THE REVERSE SIDE FOR TELEPHONE AND INTERNET VOTING INSTRUCTIONS.

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

01 - Benjamin R. Field III, 02 - Roger A. Gibson, 03 - Victoria J. Herget,
04 - John P. Kayser, 05 - Leonard W. Kedrowski, 06 - Richard K. Riederer,
07 - Joseph D. Strauss, 08 - Virginia L. Stringer, 09 - James M. Wade

[ ] TO VOTE FOR ALL NOMINEES [ ] TO WITHHOLD VOTE FROM ALL NOMINEES

[ ] FOR ALL EXCEPT - To withhold a vote for a specific nominee, mark this box
with an X and the numbered box below corresponding with
the nominee name from the list above.

01 - [ ] 02 - [ ] 03 - [ ] 04 - [ ] 05 - [ ]
06 - [ ] 07 - [ ] 08 - [ ] 09 - [ ]

B ISSUES FOR AGAINST ABSTAIN

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

3. To increase the amount that the Fund may invest in [ ] [ ] [ ]
REIT preferred issues of any one issuer or its
affiliate from 1% to 2% of the Fund's total assets.

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 this box with an X if you have made comments below. [ ]

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

C AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

Please be sure to sign and date this Proxy.

Date (mm/dd/yyyy)

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

Signature 1 - Please keep signature within the box

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

Signature 2 - Please keep signature within the box

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

[ ] 0 1 1 0 2 3 1 1 U P X C O Y +

001CD40001 00MU4C

- --------------------------------------------------------------------------------
PROXY - 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,
Jeffery M. Wilson, and Richard J. Ertel 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 December 4, 2006, 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.

TELEPHONE AND INTERNET VOTING INSTRUCTIONS

YOU CAN VOTE BY TELEPHONE OR INTERNET! AVAILABLE 24 HOURS A DAY 7 DAYS A WEEK!

Instead of mailing your proxy, you may choose one of the two voting methods
outlined below to vote your proxy.

(PHONE GRAPHIC) TO VOTE USING THE TELEPHONE (WITHIN U.S. AND CANADA)

o Call toll free 1-800-652-VOTE (8683) in the United States or Canada any time
on a touch tone telephone. There is NO CHARGE to you for the call.

o Follow the simple instructions provided by the recorded message.

(MOUSE GRAPHIC) TO VOTE USING THE INTERNET

o Go to the following web site:

WWW.COMPUTERSHARE.COM/EXPRESSVOTE

o Enter the information requested on your computer screen and follow the simple
instructions.

VALIDATION DETAILS ARE LOCATED ON THE FRONT OF THIS FORM IN THE COLORED BAR.

IF YOU VOTE BY TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL BACK THIS PROXY
CARD.

PROXIES SUBMITTED BY TELEPHONE OR THE INTERNET MUST BE RECEIVED BY 1:00 A.M.,
CENTRAL TIME, ON DECEMBER 4, 2006.

THANK YOU FOR VOTING

AMERICAN STRATEGIC
INCOME PORTFOLIO INC. -- II

MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
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LEAST ADDRESS LINE 000000000.000 ext
000000000.000 ext

C 1234567890 J N T

[ ] Mark this box with an X if you
have made changes to your name
or address details above.

A ELECTION OF DIRECTORS
PLEASE REFER TO THE REVERSE SIDE FOR TELEPHONE AND INTERNET VOTING INSTRUCTIONS.

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

[ ] TO VOTE FOR ALL NOMINEES [ ] TO WITHHOLD VOTE FROM ALL NOMINEES

[ ] FOR ALL EXCEPT - To withhold a vote for a specific nominee, mark this box
with an X and the numbered box below corresponding with
the nominee name from the list above.

01 - [ ] 02 - [ ] 03 - [ ] 04 - [ ] 05 - [ ]
06 - [ ] 07 - [ ] 08 - [ ] 09 - [ ]

B ISSUES FOR AGAINST ABSTAIN

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

3. To increase the amount that the Fund may invest in [ ] [ ] [ ]
REIT preferred issues of any one issuer or its
affiliate from 1% to 2% of the Fund's total assets.

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 this box with an X if you have made comments below. [ ]

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

C AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

Please be sure to sign and date this Proxy.

Date (mm/dd/yyyy)

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

Signature 1 - Please keep signature within the box

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

Signature 2 - Please keep signature within the box

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

[ ] 0 1 1 0 7 2 1 1 U P X C O Y +

001CD40001 00MU7C

- --------------------------------------------------------------------------------
PROXY - 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,
Jeffery M. Wilson, and Richard J. Ertel 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 December 4, 2006, 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.

TELEPHONE AND INTERNET VOTING INSTRUCTIONS

YOU CAN VOTE BY TELEPHONE OR INTERNET! AVAILABLE 24 HOURS A DAY 7 DAYS A WEEK!

Instead of mailing your proxy, you may choose one of the two voting methods
outlined below to vote your proxy.

(PHONE GRAPHIC) TO VOTE USING THE TELEPHONE (WITHIN U.S. AND CANADA)

o Call toll free 1-800-652-VOTE (8683) in the United States or Canada any time
on a touch tone telephone. There is NO CHARGE to you for the call.

o Follow the simple instructions provided by the recorded message.

(MOUSE GRAPHIC) TO VOTE USING THE INTERNET

o Go to the following web site:

WWW.COMPUTERSHARE.COM/EXPRESSVOTE

o Enter the information requested on your computer screen and follow the simple
instructions.

VALIDATION DETAILS ARE LOCATED ON THE FRONT OF THIS FORM IN THE COLORED BAR.

IF YOU VOTE BY TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL BACK THIS PROXY
CARD.

PROXIES SUBMITTED BY TELEPHONE OR THE INTERNET MUST BE RECEIVED BY 1:00 A.M.,
CENTRAL TIME, ON DECEMBER 4, 2006.

THANK YOU FOR VOTING

AMERICAN STRATEGIC INCOME
PORTFOLIO INC. -- III

MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6

000000000.000 ext
000000000.000 ext
000004 000000000.000 ext
000000000.000 ext
000000000.000 ext
LEAST ADDRESS LINE 000000000.000 ext
000000000.000 ext

C 1234567890 J N T

[ ] Mark this box with an X if you
have made changes to your name
or address details above.

- --------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD (123456) C0123456789 [12345]
-----------
- --------------------------------------------------------------------------------

A ELECTION OF DIRECTORS

PLEASE REFER TO THE REVERSE SIDE FOR TELEPHONE AND INTERNET VOTING INSTRUCTIONS.

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

01 - Benjamin R. Field III, 02 - Roger A. Gibson, 03 - Victoria J. Herget,
04 - John P. Kayser, 05 - Leonard W. Kedrowski,

06 - Richard K. Riederer, 07 - Joseph D. Strauss, 08 - Virginia L.
Stringer, 09 - James M. Wade

[ ] TO VOTE FOR ALL NOMINEES [ ] TO WITHHOLD VOTE FROM ALL NOMINEES

[ ] FOR ALL EXCEPT - To withhold a vote for a specific nominee, mark this
box with an X and the numbered box below
corresponding with the nominee name from the list
above.

01 - [ ] 02 - [ ] 03 - [ ] 04 - [ ] 05 - [ ]
06 - [ ] 07 - [ ] 08 - [ ] 09 - [ ]

B ISSUES FOR AGAINST ABSTAIN

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

3. To increase the amount that the Fund [ ] [ ] [ ]
may invest in REIT preferred issues of
any one issuer or its affiliate from
1% to 2% of the Fund's total assets.

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 this box with an X if you have made [ ]
comments below.

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

C AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

Please be sure to sign and date this Proxy.

- --------------------------------------------------
Date (mm/dd/yyyy)

- --------------------------------------------------
Signature 1 - Please keep signature within the box

- --------------------------------------------------
Signature 2 - Please keep signature within the box

[ ] 0 1 1 0 7 3 1 1 U P X C O Y +

001CD40001 00MUAC

- --------------------------------------------------------------------------------
PROXY - AMERICAN STRATEGIC INCOME PORTFOLIO INC. -- III
- --------------------------------------------------------------------------------

COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme,
Jeffery M. Wilson, and Richard J. Ertel 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 December 4, 2006, 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.

TELEPHONE AND INTERNET VOTING INSTRUCTIONS

YOU CAN VOTE BY TELEPHONE OR INTERNET! AVAILABLE 24 HOURS A DAY 7 DAYS A WEEK!
Instead of mailing your proxy, you may choose one of the two voting methods
outlined below to vote your proxy.

[PHONE GRAPHIC] TO VOTE USING THE TELEPHONE (WITHIN U.S. AND CANADA)

o Call toll free 1-800-652-VOTE (8683) in the United States or Canada any
time on a touch tone telephone. There is NO CHARGE to you for the call.

o Follow the simple instructions provided by the recorded message.

[MOUSE GRAPHIC] TO VOTE USING THE INTERNET

o Go to the following web site:
WWW.COMPUTERSHARE.COM/EXPRESSVOTE

o Enter the information requested on your computer screen and follow the
simple instructions.

VALIDATION DETAILS ARE LOCATED ON THE FRONT OF THIS FORM IN THE COLORED BAR.

IF YOU VOTE BY TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL BACK THIS PROXY
CARD.

PROXIES SUBMITTED BY TELEPHONE OR THE INTERNET MUST BE RECEIVED BY 1:00 A.M.,
CENTRAL TIME, ON DECEMBER 4, 2006.

THANK YOU FOR VOTING

AMERICAN SELECT
PORTFOLIO INC.

MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6

000000000.000 ext
000004 000000000.000 ext
000000000.000 ext
000000000.000 ext
000000000.000 ext
LEAST ADDRESS LINE 000000000.000 ext
000000000.000 ext

C 1234567890 J N T

[ ] Mark this box with an X if you
have made changes to your name
or address details above.

- --------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD (123456) C0123456789 [12345]
-----------
- --------------------------------------------------------------------------------

A ELECTION OF DIRECTORS

PLEASE REFER TO THE REVERSE SIDE FOR TELEPHONE AND INTERNET VOTING INSTRUCTIONS.

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

01 - Benjamin R. Field III, 02 - Roger A. Gibson, 03 - Victoria J. Herget,
04 - John P. Kayser, 05 - Leonard W. Kedrowski,

06 - Richard K. Riederer, 07 - Joseph D. Strauss, 08 - Virginia L.
Stringer, 09 - James M. Wade

[ ] TO VOTE FOR ALL NOMINEES [ ] TO WITHHOLD VOTE FROM ALL NOMINEES

[ ] FOR ALL EXCEPT - To withhold a vote for a specific nominee, mark this
box with an X and the numbered box below
corresponding with the nominee name from the list
above.

01 - [ ] 02 - [ ] 03 - [ ] 04 - [ ] 05 - [ ]
06 - [ ] 07 - [ ] 08 - [ ] 09 - [ ]

B ISSUES FOR AGAINST ABSTAIN

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

3. To increase the amount that the Fund [ ] [ ] [ ]
may invest in REIT preferred issues of
any one issuer or its affiliate from
1% to 2% of the Fund's total assets.

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 this box with an X if you have made [ ]
comments below.

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

C AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

Please be sure to sign and date this Proxy.

- --------------------------------------------------
Date (mm/dd/yyyy)

- --------------------------------------------------
Signature 1 - Please keep signature within the box

- --------------------------------------------------
Signature 2 - Please keep signature within the box

[ ] 0 1 1 0 6 4 1 1 U P X C O Y +

001CD40001 00MU0C

- --------------------------------------------------------------------------------
PROXY - AMERICAN SELECT PORTFOLIO INC.
- --------------------------------------------------------------------------------

COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme,
Jeffery M. Wilson, and Richard J. Ertel 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 December 4, 2006, 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.

TELEPHONE AND INTERNET VOTING INSTRUCTIONS

YOU CAN VOTE BY TELEPHONE OR INTERNET! AVAILABLE 24 HOURS A DAY 7 DAYS A WEEK!
Instead of mailing your proxy, you may choose one of the two voting methods
outlined below to vote your proxy.

[PHONE GRAPHIC] TO VOTE USING THE TELEPHONE (WITHIN U.S. AND CANADA)

o Call toll free 1-800-652-VOTE (8683) in the United States or Canada any
time on a touch tone telephone. There is NO CHARGE to you for the call.

o Follow the simple instructions provided by the recorded message.

[MOUSE GRAPHIC] TO VOTE USING THE INTERNET

o Go to the following web site:
WWW.COMPUTERSHARE.COM/EXPRESSVOTE

o Enter the information requested on your computer screen and follow the
simple instructions.

VALIDATION DETAILS ARE LOCATED ON THE FRONT OF THIS FORM IN THE COLORED BAR.

IF YOU VOTE BY TELEPHONE OR THE INTERNET, PLEASE DO NOT MAIL BACK THIS PROXY
CARD.

PROXIES SUBMITTED BY TELEPHONE OR THE INTERNET MUST BE RECEIVED BY 1:00 A.M.,
CENTRAL TIME, ON DECEMBER 4, 2006.

THANK YOU FOR VOTING