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:

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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

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

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(4) Date Filed:

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

IMPORTANT SHAREHOLDER MEETING
DECEMBER 18, 2008

Dear Shareholder:

You are cordially invited to attend 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"), which
will be held at 2:00 p.m., Central Time, on Thursday, December 18, 2008, at the
offices of FAF Advisors, Inc., 800 Nicollet Mall, Minneapolis, Minnesota 55402.
Your Board of Directors and management look forward to greeting those
shareholders who are able to attend. The accompanying Notice of Annual Meeting
and Proxy Statement describe the formal business to be transacted at the
meeting.

CAUTION

A dissident shareholder has indicated his intention to commence a proxy
contest with respect to your Funds. Your Board of Directors believes that the
dissident shareholder will be seeking your support to (a) elect himself and his
nominees in place of all of the incumbent members of the Board, each of whom is
experienced in overseeing the Funds, and (b) adopt a proposal recommending to
the Board of Directors that each Fund conduct a tender offer for its shares. WE
URGE YOU TO REJECT THE DISSIDENT SHAREHOLDER AND HIS SOLICITATION EFFORTS - DO
NOT SIGN OR RETURN ANY PROXY CARD SENT TO YOU BY THE DISSIDENT SHAREHOLDER, AND
VOTE AGAINST THE DISSIDENT SHAREHOLDER'S PROPOSAL ON THE ENCLOSED WHITE PROXY
CARD.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WE URGE
YOU TO SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD AS SOON AS POSSIBLE
EVEN IF YOU PLAN TO ATTEND THE MEETING. This will not prevent you from voting in
person at the meeting but will assure that your vote is counted if you are
unable to attend.

On behalf of your Board of Directors, thank you for your continued support.

Sincerely,

Thomas S. Schreier
President

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 18, 2008

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 Thursday, December 18, 2008, at the offices of FAF
Advisors, Inc., 3rd Floor - Training Room A, 800 Nicollet Mall, 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 consider the shareholder proposal described in the accompanying
proxy statement under the heading "Possible Shareholder Proposal," if
properly presented at the meeting.

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

A dissident shareholder has indicated his intention to solicit proxies to
elect his own nominees to the Board of Directors at the annual meeting, and to
adopt a proposal recommending to the Board of Directors that each Fund conduct a
tender offer for its shares. The dissident has filed a preliminary proxy
statement with the U.S. Securities and Exchange Commission related to these two
items. Your vote is extremely important, particularly in light of this dissident
shareholder's actions. EACH FUND'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE (1) FOR THE NOMINEES FOR DIRECTOR NAMED IN THE ATTACHED PROXY
STATEMENT, (2) FOR RATIFICATION OF THE SELECTION OF THE FUND'S ACCOUNTING FIRM,
AND (3) AGAINST THE DISSIDENT SHAREHOLDER'S POSSIBLE PROPOSAL.

Shareholders of record as of the close of business on October 31, 2008 are
entitled to notice of, and to vote at, the meeting or any adjournment(s)
thereof. Please indicate your voting instructions on the enclosed WHITE PROXY
CARD. PLEASE DATE, SIGN AND PROMPTLY MAIL YOUR WHITE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE. Please help the Funds avoid the cost of a follow-up
mailing by voting today.

If you have previously returned any green or other colored proxy card sent
to you by the dissident shareholder, you may change any vote you may have cast
in favor of his nominees, and vote instead for the election of the Board's
nominees by signing and returning the enclosed White Proxy Card in the
accompanying envelope. If you hold your shares in a brokerage or bank account
(in "street name"), your broker or bank cannot vote your shares this year for
Proposals 1 and 3 (as it has in past routine annual meetings) unless you sign
and return the proxy voting form it will send you.

If you have any questions or need additional information, please contact
The Altman Group, the Funds' proxy solicitors, by telephone at 800-317-8033.

November 5, 2008 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 18, 2008

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
Thursday, December 18, 2008, and any adjournments thereof. Mailing of the
Notice of Annual Meeting of Shareholders and this Proxy Statement will take
place on approximately November 7, 2008.

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. If a broker or nominee
holding shares in "street name" indicates on the proxy card that it does not
have discretionary authority to vote on a proposal and has not received
instructions from the beneficial owner (a "broker non-vote"), those shares will
not be considered present and entitled to vote on that proposal. Abstentions,
however, will be counted as shares present and entitled to vote with respect to
a proposal. Abstentions and broker non-votes will have no effect on the proposal
to elect directors. With respect to the other two proposals, which require a
majority of votes cast at the meeting, a broker non-vote will have no effect,
and an abstention will have the same effect as a vote against the proposal.

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, whether or not a quorum is present. 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).

Only shareholders of record of each Fund on October 31, 2008 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 INCOME AMERICAN SELECT
INCOME PORTFOLIO INCOME PORTFOLIO II 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.

THIS YEAR'S MEETING IS VERY IMPORTANT TO ALL SHAREHOLDERS OF THE FUNDS IN
LIGHT OF THE POSSIBLE NOMINATION OF A SEPARATE SLATE OF NOMINEES FOR DIRECTOR BY
A DISSIDENT SHAREHOLDER AND SUCH SHAREHOLDER'S POSSIBLE PRESENTATION OF A
SHAREHOLDER PROPOSAL. YOUR VOTE IS VERY IMPORTANT, NO MATTER HOW MANY SHARES YOU
OWN.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE
BOARD'S NINE NOMINEES, THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF
THE FUND'S ACCOUNTING FIRM, AND THAT YOU VOTE AGAINST THE SHAREHOLDER PROPOSAL
THAT MAY BE PRESENTED AT THE MEETING. The Board believes that the Board's
nominees will better serve the interests of the shareholders of the Fund than
any of the nominees of the dissident shareholder and that the shareholder
proposal is not in the best interest of shareholders.

YOUR BOARD OF DIRECTORS STRONGLY URGES YOU TO ONLY SUBMIT THE WHITE PROXY
CARD. A GREEN PROXY CARD OR CARD OF ANY OTHER COLOR IS NOT FROM YOUR FUND,
SHOULD NOT BE SIGNED OR RETURNED AND SHOULD BE PROMPTLY DISCARDED.

If you return an executed WHITE proxy card without instructions, the
individuals named as proxies on the proxy card will vote your shares FOR the
election of the directors of the Fund nominated by the Board, FOR proposal 2 and
AGAINST proposal 3.

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.

The Funds' most recent annual report has been mailed to shareholders, and
is also available by request without charge by writing to the Funds at 800
Nicollet Mall, Minneapolis, Minnesota 55402, or by calling the Funds at
800-677-FUND.

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. 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 Funds' investment advisor (the "Fund
Complex"). The Fund Complex currently consists of eight closed-end funds (each
of which is a registered investment company) and 54 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 has served as a director since the last
annual meeting of shareholders.

NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS

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

Benjamin R. Field III Director Mr. Field has served as a Retired; Senior Financial 62 None
(1938) director of each of the Funds Advisor, Bemis Company, Inc.
since September 2003. Fund from May 2002 through February
directors serve for a one-year 2004.
term that expires at the next
annual meeting of
shareholders.

Roger A. Gibson Director Mr. Gibson has served as a Director, Charterhouse Group, 62 None
(1946) director of each of the Funds Inc., a private equity firm,
since August 1998. Fund since October 2005; Vice
directors serve for a one-year President and Chief Operating
term that expires at the next Officer, Cargo - United
annual meeting of Airlines, from July 2001
shareholders. through retirement in July
2004.

Victoria J. Herget Director Ms. Herget has served as a Investment consultant and 62 None
(1951) director of each of the Funds non-profit board member since
since September 2003. Fund 2001.
directors serve for a one-year
term that expires at the next
annual meeting of
shareholders.

John P. Kayser Director Mr. Kayser has served as a Retired; Principal from 1983 62 None
(1949) director of each of the Funds to 2004, William Blair &
since October 2006. Fund Company, LLC, a Chicago-based
directors serve for a one-year investment firm.
term that expires at the next
annual meeting of
shareholders.

Leonard W. Kedrowski Director Mr. Kedrowski has served as a Owner and President, Executive 62 None
(1941) director of each of the Funds and Management Consulting,
since August 1998. Fund Inc., a management consulting
directors serve for a one-year firm; Board member, GC
term that expires at the next McGuiggan Corporation (dba
annual meeting of Smyth Companies), a label
shareholders. printer; former Chief
Executive Officer, Creative
Promotions International, LLC,
a promotional award programs
and products company, through
October 2003.

Richard K. Riederer Director Mr. Riederer has served as a Owner and Chief Executive 62 Cleveland-Cliffs
(1944) director of each of the Funds Officer, RKR Consultants, Inc. (a producer
since August 2001. Fund Inc., a consulting company of iron ore
directors serve for a one-year providing advice on business pellets)
term that expires at the next strategy, mergers and
annual meeting of acquisitions, and non-profit
shareholders. board member since 2005.

Joseph D. Strauss Director Mr. Strauss has served as a Attorney At Law, Owner and 62 None
(1940) director of each of the Funds President, Strauss Management
since August 1998. Fund Company, a Minnesota holding
directors serve for a one-year company for various
term that expires at the next organizational management
annual meeting of business ventures; Owner,
shareholders. 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. Stringer Chair; Ms. Stringer has served as a Governance consultant and 62 None
(1944) Director director of each of the Funds non-profit board member;
since August 1998. Fund former Owner and President,
directors serve for a one-year Strategic Management
term that expires at the next Resources, Inc., a management
annual meeting of consulting firm; Executive
shareholders. Consultant to State Farm
Insurance Company through
2003.

James M. Wade Director Mr. Wade has served as a Owner and President, Jim Wade 62 None
(1943) director of each of the Funds Homes, a homebuilding company.
since August 2001. Fund
directors 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 five meetings of the Board of Directors during the fiscal year
ended August 31, 2008. 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 attached as an
appendix to the proxy statement for last year's annual shareholder meeting. The
Audit Committee currently consists of Mr. Kedrowski (chair), Mr. Field, Mr.
Kayser, 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, Mr.
Kayser and Mr. Riederer as Audit Committee financial experts. The Audit
Committee met five times during the fiscal year ended August 31, 2008.

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 four
times during the fiscal year ended August 31, 2008.

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 five times during the fiscal year
ended August 31, 2008. The Governance Committee Charter was attached as an
appendix to the proxy statement for last year's annual shareholder meeting.

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 attended the Funds' 2007 annual shareholders meeting in person.

DIRECTOR COMPENSATION

The Fund Complex currently pays directors who are not paid employees or
affiliates of any fund in the Fund Complex an annual retainer of $135,000
($245,000 in the case of the Chair). The Fund Review Liaison and the Audit
Committee Chair each receive an additional annual retainer of $20,000. The other
standing Committee Chairs receive an additional annual retainer of $15,000. In
addition, directors are paid the following fees for attending Board and
committee meetings:

- $1,000 for attending the first day of an in-person Board of Directors
meeting ($1,500 in the case of the Chair);

- $2,000 for attending the second day of an in-person Board of Directors
meeting ($3,000 in the case of the Chair);

- $1,000 for attending the third day of an in-person Board of Directors
meeting ($1,500 in the case of the Chair), assuming the third day ends
no later than early afternoon;

- $500 for in-person attendance at any committee meeting ($750 in the
case of the Chair of each committee);

A director who participates telephonically in any in-person Board or
committee meeting receives half of the fee that director would have received for
attending, in-person, the Board or committee meeting. For telephonic Board and
committee meetings, the Chair and each director and committee Chair, as
applicable, receive a fee equal to half the fee he or she would have received
for attending an in-person meeting.

Directors also receive $3,500 per day when traveling, on behalf of a fund
in the Fund Complex, 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 above are allocated
evenly among the funds in the Fund Complex.

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, 2008.

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

Benjamin R. Field III $1,887 $1,887 $1,887 $1,887 $125,250
Roger A. Gibson 2,016 2,016 2,016 2,016 134,500
Victoria J. Herget 2,051 2,051 2,051 2,051 137,250
John P. Kayser 1,865 1,865 1,865 1,865 123,750
Leonard W. Kedrowski 2,106 2,106 2,106 2,106 141,000
Richard K. Riederer 1,853 1,853 1,853 1,853 123,000
Joseph D. Strauss 2,020 2,020 2,020 2,020 134,250
Virginia L. Stringer 3,304 3,304 3,304 3,304 219,250
James M. Wade 1,872 1,872 1,872 1,872 124,250

(1) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $394; Victoria J. Herget, $604; Leonard W.
Kedrowski, $660; and Joseph D. Strauss, $97.

(2) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $394; Victoria J. Herget, $604; Leonard W.
Kedrowski, $660; and Joseph D. Strauss, $97.

(3) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $394; Victoria J. Herget, $604; Leonard W.
Kedrowski, $660; and Joseph D. Strauss, $97.

(4) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $394; Victoria J. Herget, $604; Leonard W.
Kedrowski, $660; and Joseph D. Strauss, $97.

(5) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $26,900; Victoria J. Herget, $41,175; Leonard W.
Kedrowski, $45,000; and Joseph D. Strauss, $6,619.

(6) As of August 31, 2008, the Fund Complex consisted of 54 open-end funds
(which are portfolios of four investment companies) and eight closed-end
investment companies, totaling 62 funds, managed by the Advisor, 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
John P. Kayser None Over $100,000
Leonard W. Kedrowski American Strategic Income Over $100,000
Portfolio: $10,001-$50,000;
American Strategic Income
Portfolio II: $50,001-$100,000;
American Strategic Income
Portfolio III: $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, 2008.

To the knowledge of the Funds, as of October 31, 2008, 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 OF THE BOARD'S NOMINEES TO SERVE AS DIRECTORS. For each Fund, if at least a
quorum is represented in person or by proxy, the vote of a plurality of the
shares represented at the meeting is sufficient for the election of each
nominee, which means that the candidates receiving the highest number of votes
will be elected. Unless otherwise instructed, the proxies named in the WHITE
proxy card enclosed herewith will vote for all of the Board's 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 Advisor 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.

While the bylaws of American Strategic Income Portfolio Inc. require that
the selection of the Fund's independent public accountants be submitted to
shareholders for their ratification, none of the other Funds is required by law
or its governing documents to do so. Nevertheless, the Funds' Board of Directors
has elected to submit the selection of Ernst & Young to each Fund's shareholders
for ratification. If this selection is not ratified, the Board of Directors will
consider what action to take, including possibly resubmitting the selection to
shareholders, continuing the engagement of Ernst & Young, or retaining a
different independent public accountant.

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, as
amended.

The Funds' independent accountants also provided to the Audit Committee the
written disclosures and letter required by applicable requirements of the Public
Company Accounting Oversight Board regarding the independent accountants'
communications with the audit

committee concerning independence, 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 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
John P. Kayser
Richard K. Riederer
Virginia L. Stringer (ex officio)

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
ended 8/31/08 ended 8/31/07
------------- -------------

American Strategic Income Portfolio $24,816 $28,430
American Strategic Income Portfolio II $24,816 $28,430
American Strategic Income Portfolio III $24,816 $28,430
American Select Portfolio $24,816 $28,430

Audit-Related Fees. Ernst & Young's fees for audit-related services for its
two most recently completed fiscal years were as set forth in the following
table. These audit-related services primarily related to the review of the
semi-annual financial statements.

Fiscal year Fiscal year
ended 8/31/08 ended 8/31/07
------------- -------------

American Strategic Income Portfolio $2,339 $2,340
American Strategic Income Portfolio II $2,339 $2,340
American Strategic Income Portfolio III $2,339 $2,340
American Select Portfolio $2,339 $2,340

Tax Fees. Ernst & Young's fees for tax services for its 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, and tax distribution analysis and planning.

Fiscal year Fiscal year
ended 8/31/08 ended 8/31/07
------------- -------------

American Strategic Income Portfolio $11,440 $4,653
American Strategic Income Portfolio II $20,680 $4,653
American Strategic Income Portfolio III $16,060 $4,653
American Select Portfolio $11,440 $4,653

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 Advisor and entities controlling, controlled
by or under common control with the Advisor 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
ended 8/31/08 ended 8/31/07
------------- -------------

American Strategic Income Portfolio $163,942 $44,942
American Strategic Income Portfolio II $173,182 $44,942
American Strategic Income Portfolio III $168,562 $44,942
American Select Portfolio $163,942 $44,942

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 services 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 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
POSSIBLE SHAREHOLDER PROPOSAL

The dissident shareholder gave notice to the Funds of his intention to
submit the following proposal to shareholders of each Fund: That shareholders
recommend to the Board that the Fund conduct a meaningful tender offer for
shares of the Fund within the first three months of calendar 2009. The notice
did not request that the proposal or a supporting statement from the shareholder
be included in this proxy statement. The dissident shareholder has filed
preliminary proxy materials that include this proposal, but there can be no
assurance as to whether the shareholder will mail those materials to solicit
your vote in favor of the proposal. The proposal will be brought to a vote of
shareholders to the extent that the proponent has complied with all necessary
prerequisites under state corporate law and the Funds' governing documents
necessary

to present the proposal at the meeting, and the proposal is properly presented
at the meeting. The Funds are soliciting your vote AGAINST the proposal in case
the dissident shareholder elects to solicit proxies and properly presents the
proposal at the meeting.

The Board of Trustees has reviewed the dissident shareholder's proposal and
determined that it is not in the best interest of the Funds' shareholders.

BOARD RECOMMENDATION; REQUIRED VOTE

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE AGAINST THE
PROPOSAL MADE BY THE DISSIDENT SHAREHOLDER. For each Fund, the vote of a
majority of the shares represented at the meeting is sufficient for adoption of
the proposal, provided at least a quorum (a majority of the outstanding shares)
is represented in person or by proxy. Unless otherwise instructed, the proxies
named in the WHITE proxy card enclosed herewith will vote against the proposal
made by the dissident shareholder, provided that the proposal is properly
presented at the meeting and is considered for a shareholder vote.

Proposal 3 is only a recommendation and, if it is properly presented at the
meeting and approved by the required vote, will have no binding effect on the
Funds or your Board of Directors. In considering whether or not to take action
in response to the proposal, your Board of Directors will give the
recommendation set forth in the proposal such weight as it believes is
appropriate and in the best interest of shareholders.

ADDITIONAL INFORMATION

INVESTMENT ADVISOR AND ADMINISTRATOR

The investment adviser for the Funds is FAF Advisors, Inc. (the "Advisor").
FAF Advisors also acts as the administrator for the Funds. The address of the
Funds and the Advisor is 800 Nicollet Mall, Minneapolis, Minnesota 55402.

SOLICITATION OF PROXIES

The costs of this proxy 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. In addition to the solicitation
of proxies by mail, representatives of the Advisor may, without cost to the
Funds, solicit proxies on behalf of management of the Funds by means of mail,
telephone or personal calls. In addition, the Funds have made arrangements with
The Altman Group to assist with the solicitation of proxies for a fee not to
exceed $8,750 for each of American Strategic Income Portfolio Inc. and
American Strategic Income Portfolio Inc. - II and $43,750 for each of American
Strategic Income Portfolio Inc. - III and American Select Portfolio Inc., plus,
in each case, reimbursement for out-of-pocket expenses. The Funds have also
agreed to indemnify The Altman Group against certain liabilities and expenses.
The Altman Group expects to employ approximately 15 people to solicit the Funds'
shareholders.

Although no precise estimate can be made at the present time, it is
currently estimated that the aggregate amount to be spent in connection with the
solicitation of proxies by the Fund will be approximately $33,350 for American
Strategic Income Portfolio Inc., $58,750 for American Strategic Income Portfolio
Inc. - II, $115,750 for American Strategic Income Portfolio Inc. - III and
$87,450 for American Select Portfolio Inc. This estimate assumes that the
dissident shareholder elects to solicit proxies. Expenses would be substantially
less should the dissident shareholder not solicit proxies. Total expenditures to
date relating to the solicitation have been approximately $7,500 for each Fund.

These estimates do not include costs normally expended by the Funds for a
solicitation for an election of directors in the absence of a contest.

Persons holding shares as nominees will be reimbursed by the Funds, upon
request, for the reasonable expenses of mailing soliciting materials to the
principals of the accounts.

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.

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

Thomas S. Schreier, Jr. President Since February 2001 Chief Executive Officer of the Advisor; Chief
(1962) Investment Officer of the Advisor since
September 2007.

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

Chris J. Neuharth Vice President Since June 2007 Senior Fixed-Income Portfolio Manager of the
(1959) Advisor.

David A. Yale Vice President Since June 2007 Senior Real Estate Portfolio Manager of the
(1956) Advisor since August 2006; prior thereto,
Senior Vice President, Twin Cities Market
Manager, U.S. Bank from July 2005 to August
2006; prior to July 2005, Vice President, ING
Investment Management/ReliaStar Investment
Research.

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

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

Mark D. Corns Anti-Money Since September 2008 Director of Compliance of the Advisor since
(1963) Laundering June 2006; Compliance Manager of the Advisor
Officer from January 2005 to June 2006; prior thereto,
Compliance Manager, OppenheimerFunds, Inc.

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

Jill M. Stevenson Assistant Since September 2005 Mutual Funds Assistant Treasurer for the
(1965) Treasurer Advisor since September 2005; prior thereto,
Director and Senior Project Manager for the
Advisor from May 2003 to September 2005.

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

Richard J. Ertel Assistant Since June 2006 and Counsel for the Advisor since May 2006; prior
(1967) Secretary from June 2003 to thereto, Counsel, Ameriprise Financial
August 2004 Services, Inc. from September 2004 to May
2006; prior thereto, Counsel, FAF Advisors,
Inc. from May 2003 to August 2004.

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

SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS

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 31, 2008,
except as follows:

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

American Strategic Income Sit Investment Associates, Inc. 2,111,563* 49.90%
Portfolio and affiliated entities
("Sit Investment Associates")
4600 Wells Fargo Center
Minneapolis, MN
American Strategic Income Sit Investment Associates 6,974,483* 43.63%
Portfolio II
American Strategic Income Sit Investment Associates 6,135,725* 28.73%
Portfolio III
American Select Portfolio Sit Investment Associates 3,557,840* 33.37%

* Based on amended Schedule 13D filings of Sit Investment Associates made on
October 1, 2008 with respect to American Strategic Income Portfolio II October
17, 2008 with respect to American Strategic Income Portfolio III, and October
23, 2008 with respect to America Strategic Income Portfolio and American Select
Portfolio, which indicate that Sit Investment Associates has sole voting power
and sole dispositive power with respect to such shares.

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 Advisor and companies affiliated with the Advisor, 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, not later than July 8, 2009. 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 21, 2009. If a shareholder makes a timely notification on a
non-Rule 14a-8 proposal, the proxies may still exercise discretionary voting
authority under circumstances consistent with applicable proxy rules.

OTHER BUSINESS

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, including any question as to the adjournment of the meeting, it is
the intention of the persons named as proxies to vote upon such matters
according to their best judgment.

Dated: November 5, 2008

Kathleen L. Prudhomme
Secretary

NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS

TIME:
Thursday, December 18, 2008
at 2:00 p.m.

PLACE:
800 Nicollet Mall
Minneapolis, Minnesota 55402

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

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

PROXY CARD

(FIRST AMERICAN FUNDS LOGO)

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 18, 2008, 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" ITEMS 1 AND 2 AND "AGAINST" ITEM 3. 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.

------------------------------------------------------------
Note: 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.
------------------------------------------------------------

------------------------------------------------------------
Signature (Title if Applicable) Date

------------------------------------------------------------
Signature (if held jointly) Date

- ------------------------------------------------------------------------------------------------------------------------
(ARROW) FOLD DO NOT SEPARATE (ARROW)

PLEASE CAST YOUR VOTE ON REVERSE SIDE, SIGN AND DATE ABOVE AND RETURN PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE PROVIDED.

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.

TAGID: "TAG ID" CUSIP: "CUSIP"

PROXY CARD

AMERICAN STRATEGIC INCOME PORTFOLIO INC.

This proxy will be voted as instructed set forth below. It is understood that if no choice is specified, this proxy will
be voted "FOR" items 1 and 2 and "AGAINST" item 3. Upon all other matters the proxies shall vote as they deem in the
best interests of the Fund.

PROPOSALS: TO VOTE, MARK ONE BOX IN BLUE OR BLACK INK. Example: [X]

1. To elect all nine nominees listed below.

FOR WITHHOLD FOR WITHHOLD

(01) Benjamin R. Field III [ ] [ ] (06) Richard K. Riederer [ ] [ ]

(02) Roger A. Gibson [ ] [ ] (07) Joseph D. Strauss [ ] [ ]

(03) Victoria J. Herget [ ] [ ] (08) Virginia L. Stringer [ ] [ ]

(04) John P. Kayser [ ] [ ] (09) James M. Wade [ ] [ ]

(05) Leonard W. Kedrowski [ ] [ ]

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

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

3. If properly presented at the meeting, a shareholder proposal to recommend a meaningful tender offer for Fund shares
within the first three months of 2009.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

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

- ------------------------------------------------------------------------------------------------------------------------
(ARROW) FOLD DO NOT SEPARATE (ARROW)

PLEASE BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD.

WE THANK YOU FOR YOUR CONTINUED SUPPORT OF THE FUND.

- ------------------------------------------------------------------------------------------------------------------------
"Scanner Bar Code"

TAG ID: CUSIP:
- ------------------------------------------------------------------------------------------------------------------------

PROXY CARD

(FIRST AMERICAN FUNDS LOGO)

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 18, 2008, 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.

------------------------------------------------------------
Signature (Title if Applicable) Date

------------------------------------------------------------
Signature (if held jointly) Date

- ------------------------------------------------------------------------------------------------------------------------
(ARROW) FOLD DO NOT SEPARATE (ARROW)

PLEASE CAST YOUR VOTE ON REVERSE SIDE, SIGN AND DATE ABOVE AND RETURN PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE PROVIDED.

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.

TAGID: "TAG ID" CUSIP: "CUSIP"

PROXY CARD

AMERICAN STRATEGIC INCOME PORTFOLIO INC.-II

PROPOSALS: TO VOTE, MARK ONE BOX IN BLUE OR BLACK INK. Example: [X]

1. To elect all nine nominees listed below.

FOR WITHHOLD FOR WITHHOLD

(01) Benjamin R. Field III [ ] [ ] (06) Richard K. Riederer [ ] [ ]

(02) Roger A. Gibson [ ] [ ] (07) Joseph D. Strauss [ ] [ ]

(03) Victoria J. Herget [ ] [ ] (08) Virginia L. Stringer [ ] [ ]

(04) John P. Kayser [ ] [ ] (09) James M. Wade [ ] [ ]

(05) Leonard W. Kedrowski [ ] [ ]

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

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

3. If properly presented at the meeting, a shareholder proposal to recommend a meaningful tender offer for Fund shares
within the first three months of 2009.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

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

- ------------------------------------------------------------------------------------------------------------------------
(ARROW) FOLD DO NOT SEPARATE (ARROW)

PLEASE BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD.

WE THANK YOU FOR YOUR CONTINUED SUPPORT OF THE FUND.

- ------------------------------------------------------------------------------------------------------------------------
"Scanner Bar Code"

TAG ID: CUSIP:
- ------------------------------------------------------------------------------------------------------------------------

PROXY CARD

(FIRST AMERICAN FUNDS LOGO)

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, 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 18, 2008, 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.

------------------------------------------------------------
Signature (Title if Applicable) Date

------------------------------------------------------------
Signature (if held jointly) Date

- ------------------------------------------------------------------------------------------------------------------------
(ARROW) FOLD DO NOT SEPARATE (ARROW)

PLEASE CAST YOUR VOTE ON REVERSE SIDE, SIGN AND DATE ABOVE AND RETURN PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE PROVIDED.

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.

TAGID: "TAG ID" CUSIP: "CUSIP"

PROXY CARD

AMERICAN STRATEGIC INCOME PORTFOLIO INC.-III

PROPOSALS: TO VOTE, MARK ONE BOX IN BLUE OR BLACK INK. Example: [X]

1. To elect all nine nominees listed below.

FOR WITHHOLD FOR WITHHOLD

(01) Benjamin R. Field III [ ] [ ] (06) Richard K. Riederer [ ] [ ]

(02) Roger A. Gibson [ ] [ ] (07) Joseph D. Strauss [ ] [ ]

(03) Victoria J. Herget [ ] [ ] (08) Virginia L. Stringer [ ] [ ]

(04) John P. Kayser [ ] [ ] (09) James M. Wade [ ] [ ]

(05) Leonard W. Kedrowski [ ] [ ]

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

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

3. If properly presented at the meeting, a shareholder proposal to recommend a meaningful tender offer for Fund shares
within the first three months of 2009.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

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

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(ARROW) FOLD DO NOT SEPARATE (ARROW)

PLEASE BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD.

WE THANK YOU FOR YOUR CONTINUED SUPPORT OF THE FUND.

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"Scanner Bar Code"

TAG ID: CUSIP:
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PROXY CARD

(FIRST AMERICAN FUNDS LOGO)

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, 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 18, 2008, 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.

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Signature (Title if Applicable) Date

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Signature (if held jointly) Date

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(ARROW) FOLD DO NOT SEPARATE (ARROW)

PLEASE CAST YOUR VOTE ON REVERSE SIDE, SIGN AND DATE ABOVE AND RETURN PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE PROVIDED.

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.

TAGID: "TAG ID" CUSIP: "CUSIP"

PROXY CARD

AMERICAN SELECT PORTFOLIO INC.

PROPOSALS: TO VOTE, MARK ONE BOX IN BLUE OR BLACK INK. Example: [X]

1. To elect all nine nominees listed below.

FOR WITHHOLD FOR WITHHOLD

(01) Benjamin R. Field III [ ] [ ] (06) Richard K. Riederer [ ] [ ]

(02) Roger A. Gibson [ ] [ ] (07) Joseph D. Strauss [ ] [ ]

(03) Victoria J. Herget [ ] [ ] (08) Virginia L. Stringer [ ] [ ]

(04) John P. Kayser [ ] [ ] (09) James M. Wade [ ] [ ]

(05) Leonard W. Kedrowski [ ] [ ]

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

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

3. If properly presented at the meeting, a shareholder proposal to recommend a meaningful tender offer for Fund shares
within the first three months of 2009.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

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

- ------------------------------------------------------------------------------------------------------------------------
(ARROW) FOLD DO NOT SEPARATE (ARROW)

PLEASE BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD.

WE THANK YOU FOR YOUR CONTINUED SUPPORT OF THE FUND.

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"Scanner Bar Code"

TAG ID: CUSIP:
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