<Page>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

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 Pursuant to Section 240.14a-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)(4)
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 SEPTEMBER 15, 2004

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 10:00
a.m., Central Time, on Wednesday, September 15, 2004, 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 independent public
accountants of each Fund for the current fiscal year.

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

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

Shareholders of record as of the close of business on July 23, 2004 are
entitled to notice of, and to vote at, the meeting or any adjournment(s)
thereof.

You can vote easily and quickly by toll-free telephone call, by internet or
by mail. Just follow the instructions that appear on your enclosed proxy card.
Please help the Funds avoid the cost of a follow-up mailing by voting today.

August 10, 2004 James D. Alt
Secretary

<Page>

PROXY STATEMENT

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

ANNUAL MEETING OF SHAREHOLDERS -- SEPTEMBER 15, 2004

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
Wednesday, September 15, 2004, and any adjournments thereof.

The investment adviser for the Funds is U.S. Bancorp Asset Management, Inc.
(the "Adviser"). U.S. Bancorp Asset Management also acts as a co-administrator
for the Funds along with U.S. Bancorp Fund Services, Inc. ("Fund Services"). The
address of the Funds and the Adviser is 800 Nicollet Mall, Minneapolis,
Minnesota 55402. The address of Fund Services is 615 E. Michigan Street,
Milwaukee, Wisconsin 53202.

The costs of solicitation, including the cost of preparing and mailing the
Notice of Annual Meeting of Shareholders and this Proxy Statement, will be
allocated among and borne by the Funds. Mailing of the Notice of Annual Meeting
of Shareholders and this Proxy Statement will take place on approximately August
10, 2004. Representatives of the Adviser may, without cost to the Funds, solicit
proxies on behalf of management of the Funds by means of mail, telephone or
personal calls.

In order for the shareholder meeting to go forward for a Fund, there must
be a quorum. This means that at least a majority of that Fund's shares must be
represented at the meeting -- either in person or by proxy. All returned proxies
count toward a quorum, regardless of how they are voted. Abstentions and broker
non-votes will have no effect on the proposal to elect directors. With respect
to the proposal to ratify the Funds' independent accountants, an abstention will
be counted as shares present at the meeting in determining whether the proposal
has been approved, and will have the same effect as a vote against the proposal.
If a proxy is returned with a broker non-vote on the proposal, the shareholder
will not be counted as present and entitled to vote with respect to that
proposal. (Broker non-votes are shares for which (a) the underlying owner has
not voted and (b) the broker holding the shares does not have discretionary
authority to vote on the particular matter.)

If a quorum is not obtained or if sufficient votes to approve any proposal
are not received for any Fund, the persons named as proxies may propose one or
more adjournments of the meeting for that Fund to permit further solicitation of
proxies. In determining whether to adjourn the meeting, the following factors
may be considered: the nature of the proposal; the percentage of votes actually
cast; the percentage of negative votes actually cast; the nature of any further
solicitation; and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require a vote in favor
of the adjournment by the holders of a majority of the shares present in person
or by proxy at the meeting (or any adjourned meeting).

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

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

1
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Only shareholders of record of each Fund on July 23, 2004 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 July 23, 2004, except as follows:

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

American Strategic Income Portfolio Sit Investment Associates, Inc. and 868,146 20.52%
affiliated entities
("Sit Investment Associates")
4600 Wells Fargo Center
Minneapolis, MN
American Strategic Income Portfolio II Sit Investment Associates 3,648,000 22.83%

American Strategic Income Portfolio III Sit Investment Associates 2,020,000 9.46%

American Select Portfolio Sit Investment Associates 1,469,000 13.78%
</Table>

COPIES OF EACH FUND'S MOST RECENT ANNUAL REPORT AND SUBSEQUENT SEMI-ANNUAL
REPORT, IF ANY, ARE AVAILABLE TO SHAREHOLDERS UPON REQUEST. IF YOU WOULD LIKE TO
RECEIVE A COPY, PLEASE CONTACT THE FUNDS AT 800 NICOLLET MALL, MINNEAPOLIS,
MINNESOTA 55402, OR CALL 800-677-FUND AND ONE WILL BE SENT, WITHOUT CHARGE, BY
FIRST-CLASS MAIL WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.

PROPOSAL ONE
ELECTION OF DIRECTORS

At the meeting, shareholders of each Fund will be asked to elect the
nominees listed below as members of that Fund's Board of Directors, thereby
setting the number of directors for each Fund at nine. It is intended that the
enclosed proxy will be voted for the election of the persons named below as
directors of the each Fund unless such authority has been withheld in the proxy.
Biographical information regarding each nominee is set forth below. Each nominee
also serves as a director of the other closed-end and open-end investment
companies managed by the Adviser (the "Fund Complex"). The Fund Complex
currently consists of eight closed-end funds (each of which is a registered
investment company) and 53 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.

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NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS

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

Benjamin R. Field III Director Mr. Field has served as a Retired; Senior 61 None
(1938) director of each of the Financial Advisor,
Funds since September 2003. Bemis Company, Inc.
Fund directors serve for a from May 2002 through
one-year term that expires June 2004; Senior Vice
at the next annual meeting President, Chief
of shareholders. Financial Officer &
Treasurer, Bemis,
through April 2002.

Mickey P. Foret Director Mr. Foret has served as a Consultant to Northwest 61 ADC
(1945) director of each of the Airlines, Inc. since Telecommunications,
Funds since September 2003. 2002; Executive Vice Inc.
Fund directors serve for a President and Chief
one-year term that expires Financial Officer, Champion
at the next annual meeting Northwest Airlines, Airlines, Inc.
of shareholders. through 2002.

MAIR
Holdings
Inc.

URS
Corporation

Roger A. Gibson Director Mr. Gibson has served as a Vice President - Cargo, 61 None
(1946) director of each of the United Airlines, since
Funds since August 1998. July 2001; Vice
Fund directors serve for a President, North
one-year term that expires America - Mountain
at the next annual meeting Region for United
of shareholders. Airlines, prior to July
2001.

Victoria J. Herget Director Ms. Herget has served as a Investment consultant 61 None
(1951) director of each of the and non-profit board
Funds since September 2003. member since 2001;
Fund directors serve for a Managing Director of
one-year term that expires Zurich Scudder
at the next annual meeting Investments through
of shareholders. 2001.
</Table>

3
<Page>

Leonard W. Kedrowski Director Mr. Kedrowski has served as Owner, Executive and 61 None
(1941) a director of each of the Management Consulting,
Funds since August 1998. Inc., a management
Fund directors serve for a consulting firm; Board
one-year term that expires member, GC McGuiggan
at the next annual meeting Corporation (dba Smyth
of shareholders. 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. Riederer Director Mr. Riederer has served as Retired; Director, 61 None
(1944) a director of each of the President and Chief
Funds since August 2001. Executive Officer,
Fund directors serve for a Weirton Steel through
one-year term that expires 2001.
at the next annual meeting
of shareholders.

Joseph D. Strauss Director Mr. Strauss has served as a Owner, Chairman and 61 None
(1940) director of each of the Chief Executive
Funds since August 1998. Officer, Excensus(TM),
Fund directors serve for a LLC, a consulting firm,
one-year term that expires since 2001; owner and
at the next annual meeting President, Strauss
of shareholders. Management Company, a
Minnesota holding
company for various
organizational
management business
ventures; owner,
Chairman and Chief
Executive Officer,
Community Resource
Partnerships, Inc., a
strategic planning,
operations management,
government relations,
transportation planning
and public relations
organization; attorney
at law.

Virginia L. Stringer Chair; Ms. Stringer has served as Owner and President, 61 None
(1944) Director a director of each of the Strategic Management
Funds since August 1998. Resources, Inc., a
Fund directors serve for a management consulting
one-year term that expires firm; Executive
at the next annual meeting Consultant to State
of shareholders. Farm Insurance Company.
</Table>

4
<Page>

James M. Wade Director Mr. Wade has served as a Owner and President, 61 None
(1943) director of each of the Jim Wade Homes, a
Funds since August 2001. homebuilding company,
Fund directors serve for a since 1999.
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 eight meetings of the Board of Directors during the fiscal year
of American Strategic Income Portfolio and American Select Portfolio ended
November 30, 2003 and eight meetings during the fiscal year of American
Strategic Income Portfolio II and American Strategic Income Portfolio III ended
May 31, 2004. During each such fiscal year, each of the directors standing for
re-election attended at least 75% of all meetings of the Board of Directors and
of committees of which he or she was a regular member that were held while he or
she was serving on the Board of Directors or on such committee.

STANDING COMMITTEES

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

The purposes of the Audit Committee are (1) to oversee the Funds'
accounting and financial reporting policies and practices, their internal
controls and, as appropriate, the internal controls of certain service
providers; (2) to oversee the quality of the Funds' financial statements and the
independent audit thereof; (3) to assist Board oversight of the Funds'
compliance with legal and regulatory requirements; and (4) to act as a liaison
between the Funds' independent auditors and the full Board of Directors. The
Audit Committee, together with the Board of Directors, has the ultimate
authority and responsibility to select, evaluate and, where appropriate, replace
the outside auditor (or to nominate the outside auditor to be proposed for
shareholder approval in any proxy statement). The Audit Committee has adopted a
written charter setting forth, among other things, requirements with respect to
the composition of the Committee, the purposes of the Committee, and the
Committee's duties and powers. The Audit Committee currently consists of Mr.
Kedrowski (chair), Mr. Field, Mr. Foret 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. Foret as Audit Committee financial experts. A copy of the
Audit Committee's current charter is attached as Appendix A to the Proxy
Statement. The Audit Committee met ten times during the fiscal year of American
Strategic Income Portfolio and American Select Portfolio ended November 30, 2003
and six times during the fiscal year of American Strategic Income Portfolio II
and American Strategic Income Portfolio III ended May 31, 2004.

The Pricing Committee of each Fund's Board of Directors is responsible for
valuing 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. Strauss (Chair), Ms. Herget, Mr. Wade
and Ms. Stringer (ex-officio). The Pricing Committee met eight times during the
fiscal year of American Strategic Income Portfolio and American Select Portfolio
ended November 30, 2003 and seven times during the fiscal year of American
Strategic Income Portfolio II and American Strategic Income Portfolio III ended
May 31, 2004.

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

5
<Page>

education, and governance practices. The members of the Governance Committee are
Mr. Riederer (Chair), Mr. Gibson, Ms. Herget, and Ms. Stringer (ex officio). The
Board has determined that each member of the Governance Committee is
"independent" within the meaning of New York Stock Exchange and American Stock
Exchange listing standards and is not an "interested person" as defined in the
Investment Company Act of 1940. The Governance Committee met six times during
the fiscal year of American Strategic Income Portfolio and American Select
Portfolio ended November 30, 2003 and seven times during the fiscal year of
American Strategic Income Portfolio II and American Strategic Income Portfolio
III ended May 31, 2004. The Governance Committee Charter is attached as Appendix
B 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. Mr. Wade 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. Riederer), in either case at First
American Funds, P.O. Box 1329, Minneapolis, Minnesota 55440-1329. At a minimum,
the recommendation should include:

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

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

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

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

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

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

The Governance Committee has not established specific, minimum
qualifications that it believes must be met by a director nominee. In evaluating
director nominees, the Governance Committee considers, among other things, an
individual's background, skills, and experience; whether the individual is
"independent" within the meaning of applicable stock exchange listing standards
and is not an "interested person" as defined in the

6
<Page>

Investment Company Act of 1940; and whether the individual is "financially
literate" or would be deemed an "audit committee financial expert" within the
meaning of such listing standards and applicable Securities and Exchange
Commission ("SEC") rules. The Governance Committee also considers whether the
individual's background, skills, and experience will complement the background,
skills, and experience of other nominees and will contribute to the diversity of
the Board. In addition to considering shareholder recommendations, the
Governance Committee may consider recommendations by business and personal
contacts of current Board members, by Fund management, and by executive search
firms which the committee may engage from time to time.

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

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS

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

DIRECTOR ATTENDANCE AT SHAREHOLDERS MEETINGS

The Board of Directors encourages directors to attend annual shareholders
meetings of the Funds in person or by telephone. Five directors attended the
Funds' 2003 annual shareholders meetings in person.

DIRECTOR COMPENSATION

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

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

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

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

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

Directors also receive $2,500 per day when traveling, on behalf of a Fund, out
of town on Fund business which does not involve a Board or committee meeting. In
addition, directors are reimbursed for their out-of-pocket expenses in traveling
from their primary or secondary residence to Board and committee meetings, on
Fund business and to attend mutual fund industry conferences or seminars. The
amounts specified in this paragraph are allocated among the funds in the Fund
Complex on the basis of net assets.

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

7
<Page>

Code of 1986, as amended. Deferral of director fees in accordance with the Plan
will have a negligible impact on Fund assets and liabilities and will not
obligate the Funds to retain any director or pay any particular level of
compensation. The Funds do not provide any other pension or retirement benefits
to directors.

The following table sets forth the compensation received by each director
standing for re-election from each Fund for its most recent fiscal year, as well
as the total compensation received by each such director from the Fund Complex
for the twelve months ended December 31, 2003.

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

Benjamin $ 68 $ 1,155 $ 1,485 $ 183 $ 37,500
R. Field
III

Mickey P. 68 1,155 1,485 183 37,500
Foret

Roger A. 1,144 3,447 4,430 3,088 121,250
Gibson

Victoria 75 1,174 1,511 202 38,750
J. Herget

Leonard W. 2,058 6,330 8,132 5,556 150,625
Kedrowski

Richard K. 760 2,055 2,643 2,053 141,250
Riederer

Joseph D. 604 1,849 2,379 1,631 115,625
Strauss

Virginia L. 971 2,916 3,751 2,621 185,000
Stringer

James M. 591 1,722 2,215 1,594 111,250
Wade.
</Table>

(1) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $822; and Leonard W. Kedrowski, $2,058.
(2) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $2,566; and Leonard W. Kedrowski, $6,330.
(3) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $3,297; and Leonard W. Kedrowski, $8,132.
(4) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $2,218; and Leonard W. Kedrowski, $5,556.
(5) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $60,625; and Leonard W. Kedrowski, $150,625.
(6) As of December 31, 2003, the Fund Complex consisted of four open-end and
eight closed-end investment companies, totaling 61 funds, managed by the
Adviser, including the Funds.

8
<Page>

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 $50,001-$100,000
Mickey P. Foret None Over $100,000
Roger A. Gibson None $10,001-$50,000
Victoria J. Herget None Over $100,000
Leonard W. Kedrowski None Over $100,000
Richard K. Riederer None Over $100,000
Joseph D. Strauss None Over $100,000
Virginia L. Stringer None Over $100,000
James M. Wade None Over $100,000
</Table>

- ----------
*The dollar range disclosed is based on the value of the securities as of July
30, 2004.

To the knowledge of the Funds, as of July 23, 2004, the officers and
directors of each Fund as a group beneficially owned less than 1% of each class
of the outstanding shares of each Fund.

BOARD RECOMMENDATION; REQUIRED VOTE

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

9
<Page>

PROPOSAL TWO
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Investment Company Act of 1940 provides that every registered
investment company shall be audited at least once each year by independent
public accountants selected by a majority of the directors of the investment
company who are not interested persons of the investment company or its
investment adviser. This selection is being submitted for ratification or
rejection by the shareholders of each Fund.

The Audit Committee and the full Board of Directors, including a majority
of the Directors who are not interested persons of the Adviser or the Funds,
have 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
Mickey P. Foret
Virginia L. Stringer

10
<Page>

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.

<Table>
<Caption>
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 5/31/04 ENDED 5/31/03 ENDED 11/30/03 ENDED 11/30/02
------------- ------------- -------------- --------------

American Strategic Income Portfolio N/A N/A $ 13,859 $ 12,191
American Strategic Income Portfolio II $ 47,121 $ 60,282 N/A N/A
American Strategic Income Portfolio III $ 60,437 $ 76,280 N/A N/A
American Select Portfolio N/A N/A $ 37,368 $ 27,234
</Table>

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

<Table>
<Caption>
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 5/31/04 ENDED 5/31/03 ENDED 11/30/03 ENDED 11/30/02
------------- ------------- -------------- --------------

American Strategic Income Portfolio N/A N/A $ 5,483 $ 12,442
American Strategic Income Portfolio II $ 5,752 $ 37,140 N/A N/A
American Strategic Income Portfolio III $ 7,352 $ 47,881 N/A N/A
American Select Portfolio N/A N/A $ 14,802 $ 41,354
</Table>

TAX FEES. Ernst & Young's fees for tax services for each Fund's two most
recently completed fiscal years were as set forth in the following table. These
tax services included tax compliance, tax advice and tax planning services. Tax
compliance, tax advice and tax planning services primarily relate to the
preparation of original and amended tax returns, timely RIC qualification
reviews, tax distribution analysis and planning, and tax services provided in
connection with the proposed reorganization of the Funds.

11
<Page>

<Table>
<Caption>
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 5/31/04 ENDED 5/31/03 ENDED 11/30/03 ENDED 11/30/02
------------- ------------- -------------- --------------

American Strategic Income Portfolio N/A N/A $ 9,585 $ 36,425
American Strategic Income Portfolio II $ 9,326 $ 110,030 N/A N/A
American Strategic Income Portfolio III $ 11,836 $ 145,301 N/A N/A
American Select Portfolio N/A N/A $ 25,100 $ 139,216
</Table>

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

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

<Table>
<Caption>
FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED 5/31/04 ENDED 5/31/03 ENDED 11/30/03 ENDED 11/30/02
------------- ------------- -------------- --------------

American Strategic Income Portfolio N/A N/A $ 125,298 $ 143,899
American Strategic Income Portfolio II $ 28,128 $ 320,870 N/A N/A
American Strategic Income Portfolio III $ 32,238 $ 366,882 N/A N/A
American Select Portfolio N/A N/A $ 150,132 $ 275,603
</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
U.S. Bancorp Asset Management, U.S. Bank National Association, Quasar
Distributors, U.S. Bancorp Fund Services, LLC and any other entity under common
control with U.S. Bancorp Asset Management that provides ongoing services to the
Funds, but only if those services relate directly to the operations and
financial reporting of the Funds. All of the services described above that were
provided on or after May 6, 2003, the effective date of SEC rules relating to
the pre-approval of non-audit services, were pre-approved in accordance with the
Audit Committee's pre-approval procedures.

BOARD RECOMMENDATION; REQUIRED VOTE

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

12
<Page>

the proxies will vote for the ratification of the selection of Ernst & Young as
each Fund's independent public accountants.

OFFICERS OF THE FUNDS

Information about each officer's position and term of office with the Funds
and business experience during the past five years is set forth below. Unless
otherwise indicated, all positions have been held more than five years. No
officer receives any compensation from the Funds.* Unless otherwise indicated,
the address of each of the officers is U.S. Bancorp Asset Management, Inc., 800
Nicollet Mall, Minneapolis, Minnesota 55402.

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

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

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

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

Joseph M. Ulrey Treasurer Since December 2003 Senior Managing Director, Fund Treasury, the
III (1958) Adviser, since December 2003 and Senior
Managing Director, Risk Management and
Quantitative Analysis, the Adviser, since May
2001; from May 2001 through December 2001,
Senior Managing Director, Securities Lending
and Money Market Funds, the Adviser; prior
thereto, Senior Managing Director, Securities
Lending and Money Market Funds, First American
Asset Management.

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

Richard J. Ertel Assistant Since June 2003 Disclosure Counsel, U.S. Bancorp Asset
(1967) Secretary Management, Inc. since May 2003; Associate
Counsel, Hartford Life and Accident Insurance
Company from April 2001 through May 2003;
Attorney and Law Clerk, Fortis Financial
Group,
</Table>

13
<Page>

through March 2001.

Kathleen L. Assistant Since September 1998 Partner, Dorsey & Whitney LLP, a Minneapolis
Prudhomme* Secretary based law firm.
(1953)
50 South Sixth
Street, Suite
1500
Minneapolis, MN
55402

Michael J. Assistant Since March 2000; Partner, Dorsey & Whitney LLP, a Minneapolis
Radmer* Secretary Secretary of the based law firm.
(1945) Funds from September
50 South Sixth 1998 to March 2000
Street, Suite
1500
Minneapolis, MN
55402
</Table>

* Legal fees and expenses are paid to Dorsey & Whitney LLP, the law firm of
which Mr. Alt, Ms. Prudhomme and Mr. Radmer are partners.
** 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 April 12, 2005. Shareholders also
may submit proposals to be voted on at the next Annual Meeting without having
the proposals included in the Funds' proxy statement. These proposals are known
as "non-Rule 14a-8 proposals." The Funds' proxies will be able to exercise their
discretionary authority to vote all proxies with respect to any non-Rule 14a-8
proposal, unless written notice of the proposal is presented to the Fund not
later than June 26, 2005.

Dated: August 10, 2004

James D. Alt
Secretary

14
<Page>

APPENDIX A

FIRST AMERICAN FUNDS
AUDIT COMMITTEE
CHARTER
[As amended May 11, 2004]

1. The First American Funds Complex Audit Committee (Audit Committee) shall be
composed entirely of independent directors(1) who are not "interested
persons" of the Funds within the meaning of the Investment Company Act of
1940. The Audit Committee shall be comprised of at least three members with
one member appointed as chairperson. All committee members shall be
financially literate(2), at least one member shall have accounting or
related financial management expertise(3), and at least one member shall be
an "audit committee financial expert" as determined by the Board of
Directors of the Funds pursuant to SEC Form N-CSR, Items 3(b) and (c).

2. The purposes of the Audit Committee are:

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

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

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

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

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

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

(a) to review with management and the independent auditors the audited
annual financial statements of the Funds, including their judgment
about the quality, not just the acceptability, of accounting
principles, the reasonableness of significant judgments, and the
clarity of the disclosures in the financial statements;

- ----------
(1) A director shall be deemed "independent" for this purpose only if he or she
is independent within the meaning of Rule 10A-3(b)(1)(iii) under the
Securities Exchange Act of 1934. The full Board of Directors has reviewed
information provided by each Audit Committee member and has found that each
such member is "independent" within the meaning of this rule.
(2) For purposes of the applicable New York Stock Exchange Rule, the full Board
of Directors, in its business judgment, interprets the term "financially
literate" in a manner consistent with the counterpart American Stock
Exchange Rule, as meaning that an Audit Committee member is able to read and
understand fundamental financial statements, including a balance sheet,
income statement, and cash flow statement.
(3) For purposes of the applicable New York Stock Exchange Rule, the full Board
of Directors, in its business judgment, interprets this qualification in a
manner consistent with the counterpart American Stock Exchange Rule, as
meaning that an Audit Committee member has past employment experience in
finance or accounting, requisite professional certification in accounting,
or any other comparable experience or background which results in the
individual's financial sophistication, including being or having been a
chief executive officer, chief financial officer, or other senior officer
with financial oversight responsibilities.

A-1
<Page>

(b) to meet with the Funds' independent auditors, including private
meetings, as necessary (i) to review the arrangements for and scope of
the annual audit and any special audits; (ii) to discuss any matters
or concern relating to the Funds' financial statements, including any
adjustments to such statements recommended by the auditors, or other
results of said audit(s); (iii) to consider the auditors' comments
with respect to the Funds' financial policies, procedures, and
internal accounting controls and management's responses thereto; (iv)
to review the form of opinion the independent auditors propose to
render to the Board and shareholders with respect to the Funds'
financial statements; and (v) to review the results of internal audits
of areas that impact the Funds;

(c) to prepare and deliver the audit committee reports required to be
included in the closed-end funds' proxy statements;

(d) to receive and consider any communications which the Funds' principal
executive officer and principal financial officer are required to make
to the Audit Committee in connection with their certifications of the
Funds' filings on SEC Form N-CSR;

(e) to receive and consider the communications which the Funds'
independent auditors are required to make to the Audit Committee
pursuant to SEC Reg. S-X, Rule 2-07(a) (a copy of which is attached
hereto as Exhibit A);

(f) to consider the effect upon the Funds of any changes in accounting
principles or practices proposed by management or the auditors;

(g) to ensure that the auditor submits on a periodic basis to the Audit
Committee a formal written statement delineating all relationships
between the auditor and the Funds, consistent with Independence
Standards Board Statement No. 1, to engage in a dialogue with the
auditor with respect to any disclosed relationships or services that
may impact the objectivity and independence of the auditor, to
evaluate the independence of the auditor, and to recommend that the
Board of Directors take appropriate action in response to the
auditors' report to satisfy itself of the auditors' independence;

(h) at least annually, to obtain and review a report by the auditor
describing the firm's internal quality-control procedures, any
material issues raised by the most recent internal quality-control
review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities, within the
preceding five years, respecting one or more independent audits
carries out by the firm, and any steps taken to deal with any such
issues;

(i) to consider pre-approving any accounting firm's engagement to render
audit or non-audit services to the Funds or, under the circumstances
contemplated by SEC Reg. S-X, Rule 2-01(c)(7)(ii) (a copy of which is
attached hereto as Exhibit B), to the Funds' investment adviser or any
entity controlling, controlled by or under common control with the
investment adviser that provides ongoing services to the Funds and the
accounting firm's services have a direct impact on the Funds'
operations or financial reporting; provided, that the Audit Committee
may establish written pre-approval policies and procedures which
conform to the requirements of SEC Reg. S-X, Rule 2-01(c)(7)(i)(B) (a
copy of which is attached hereto as Exhibit C);

(j) to review the fees charged to the Funds by the auditors for audit and
non-audit services;

(k) to investigate improprieties or suspected improprieties in Fund
operations;

(l) to review procedures to safeguard portfolio securities;

(m) to review the Funds' back-up procedures and disaster recovery plans
(except those pertaining to primary pricing services system);

A-2
<Page>

(n) to discuss policies with respect to risk assessment and risk
management;

(o) to meet separately, periodically, with management, with internal
auditors (or other personnel responsible for the internal audit
function) and with independent auditors;

(p) to set clear hiring policies for employees or former employees of the
auditors; and

(q) to report its activities to the full Board on a regular basis and to
make such recommendations with respect to the above and other matters
as the Committee may deem necessary or appropriate.

4. The Committee shall meet at least quarterly and is empowered to hold
special meetings, as circumstances require.

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

6. The Committee shall establish procedures for (a) the receipt, retention,
and treatment of complaints received by the Funds regarding accounting,
internal accounting controls, or auditing matters, and (b) the
confidential, anonymous submission by employees of the Funds and of their
investment advisers, administrators, principal underwriters, and any other
provider of accounting related services for the Funds, of concerns
regarding questionable accounting or auditing matters.

7. The Committee also shall act as the Funds' "qualified legal compliance
committee," as defined in 17 CFR Section 205.2(k). In this role, the
Committee shall:

(a) adopt written procedures for the confidential receipt, retention and
consideration of any report of evidence of a material violation of
United States federal or state securities law, material breach of
fiduciary duty to the Funds arising under United States federal or
state law, or similar material violation of United States federal or
state law which is required to be made with respect to the Funds by
attorneys who are subject to the reporting rules set forth in 17 CFR
Part 205;

(b) have the authority and responsibility:

(i) to inform the Funds' chief legal officer and chief executive
officer (or the equivalents thereof) of any report of evidence
of a material violation received by the Committee (except in
the circumstances described in 17 CFR Section 205.3(b)(4));

(ii) to determine whether an investigation is necessary regarding
any report of evidence of a material violation received by the
Committee and, if the Committee determines an investigation is
necessary or appropriate, to (A) notify the Funds' Board of
Directors, (B) initiate an investigation, which may be
conducted either by the Funds' chief legal officer (or the
equivalent thereof) or by outside attorneys, and (C) retain
such additional expert personnel as the Committee deems
necessary;

(iii) at the conclusion of the investigation, to (A) recommend to
the full Board of Directors, by majority vote, that the Funds
implement an appropriate response to evidence of a material
violation, and (B) inform the Funds' chief legal officer and
chief executive officer and their Board of Directors of the
results of any such investigation and the appropriate remedial
measures to be adopted; and

(c) have the authority and responsibility, acting by majority vote, to
take all other appropriate action, including the authority to notify
the SEC in the event that the Funds fail in any material respect to
implement an appropriate response that the Committee has recommended
the Funds to take.

8. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the power to investigate any
matter brought to its attention with full access to all books, records,

A-3
<Page>

facilities, and personnel related to the Funds and the authority to retain
special counsel and other experts or consultants at the expense of the
appropriate Fund(s).

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

10. The Committee shall evaluate its own performance at least annually.

A-4
<Page>

EXHIBIT A: REG. S-X, RULE 2-07(a)

(a) Each registered public accounting firm that performs for an audit client
that is an issuer (as defined in section 10A(f) of the Securities Exchange
Act of 1934, other than an issuer that is an Asset-Backed Issuer as defined
in Rules 13a-14(g) and 15d-14(g) under the Securities Exchange Act of 1934,
or an investment company registered under section 8 of the Investment
Company Act of 1940, other than a unit investment trust as defined by
section 4(2) of the Investment Company Act of 1940, any audit required
under the securities laws shall report, prior to the filing of such audit
report with the Commission (or in the case of a registered investment
company, annually, and if the annual communication is not within 90 days
prior to the filing, provide an update, in the 90 day period prior to the
filing, of any changes to the previously reported information), to the
audit committee of the issuer or registered investment company:

(1) All critical accounting policies and practices to be used;

(2) All alternative treatments within Generally Accepted Accounting
Principles for policies and practices related to material items that
have been discussed with management of the issuer or registered
investment company, including:

(i) Ramifications of the use of such alternative disclosures and
treatments; and

(ii) The treatment preferred by the registered public accounting
firm;

(3) Other material written communications between the registered public
accounting firm and the management of the issuer or registered
investment company, such as any management letter or schedule of
unadjusted differences;

(4) If the audit client is an investment company, all non-audit services
provided to any entity in an investment company complex, as defined in
Rule 2-01 (f)(14), that were not pre-approved by the registered
investment company's audit committee pursuant to Rule 2-01 (c)(7).

A-5
<Page>

EXHIBIT B: REG. S-X, RULE 2-01(c)(7)(ii)

(ii) A registered investment company's audit committee also must pre-approve
its accountant's engagements for non-audit services with the registered
investment company's investment adviser (not including a sub-adviser
whose role is primarily portfolio management and is sub-contracted or
overseen by another investment adviser) and any entity controlling,
controlled by, or under common control with the investment adviser that
provides ongoing services to the registered investment company in
accordance with paragraph (c)(7)(i) of this section, if the engagement
relates directly to the operations and financial reporting of the
registered investment company, except that with respect to the waiver of
the pre-approval requirement under paragraph (c)(7)(i)(C) of this
section, the aggregate amount of all services provided constitutes no
more than five percent of the total amount of revenues paid to the
registered investment company's accountant by the registered investment
company, its investment adviser and any entity controlling, controlled
by, or under common control with the investment adviser that provides
ongoing services to the registered investment company during the fiscal
year in which the services are provided that would have to be
pre-approved by the registered investment company's audit committee
pursuant to this section.

A-6
<Page>

EXHIBIT C: REG. S-X, RULE 2-01(c)(7)(i)(B)

(B) The engagement to render the service is entered into pursuant to
pre-approval policies and procedures established by the audit committee
of the issuer or registered investment company, provided the policies
and procedures are detailed as to the particular service and the audit
committee is informed of each service and such policies and procedures
do not include delegation of the audit committees responsibilities under
the Securities Exchange Act of 1934 to management; . . .

A-7
<Page>

APPENDIX B

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 AND COMMITTEE 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.

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

- 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.

COMMITTEE STRUCTURE AND GOVERNANCE

- Review, at least annually, the Board's Committee structure.

- Review, at least annually, each Committee's Charter and suggest
changes to the appropriate Committee Chair. The Governance Committee
will present to the Board of Directors, annually, each Committee's
Charter for approval.

B-1
<Page>

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 no less than
one educational seminar, conference or similar meeting per year, in
accordance with Board expectations.

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

GOVERNANCE PRACTICES

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

- Review and make recommendations to the Board of Directors concerning
Director expenses, as appropriate or necessary.

- 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.

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

- Assist the Board in evaluating, annually, the support provided to the
Board and its Committees and members by management, Fund counsel and
counsel to the Independent Directors by compiling and subsequently
reporting to the Board the results of a board support assessment
questionnaire.

- Evaluate and make recommendations to the Board concerning the legal
services provided to the Funds and the Directors and the fees charged
for those services. As part of its evaluation of Fund counsel, the
Committee will consider management's views of the services rendered by
that counsel to the Funds.

- 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."

- 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.

B-2
<Page>

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.

B-3
<Page>

NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS

TIME:
Wednesday, September 15, 2004
at 10:00 a.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

USBAM2-PS-04
<Page>

DETACH HERE

AMERICAN STRATEGIC INCOME PORTFOLIO INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Mark S. Jordahl, Joseph M. Ulrey III and Jeffery M.
Wilson and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all common
shares of American Strategic Income Portfolio Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
September 15, 2004, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

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

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

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

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_______________________________ __________________________________
_______________________________ __________________________________
_______________________________ __________________________________

<Page>

AMERICAN STRATEGIC INCOME
PORTFOLIO INC.
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

<Table>

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY

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

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

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

Please mark
/X/ votes as in
this example

1. To elect all nominees listed below (except as marked to -----------------------------------------------------
the contrary below).
AMERICAN STRATEGIC INCOME
(01) Benjamin R. Field III, (02) Mickey P. Foret, PORTFOLIO INC.
(03) Roger A. Gibson, (04) Victoria J. Herget, -----------------------------------------------------
(05) Leonard W. Kedrowski, (06) Richard K. Riederer,
(07) Joseph D. Strauss, (08) Virginia L. Stringer, and
(09) James M. Wade

2. To ratify the selection
of Ernst & Young LLP as FOR AGAINST ABSTAIN
VOTE independent public / / / / / /
FOR WITHHELD accountants for the Fund.
ALL / / / / FROM ALL
NOMINEES NOMINEES In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the
annual meeting or any adjournments or postponements
thereof.

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

FOR ALL / /___________________________________ Please be sure to sign and date this Proxy.
NOMINEES (INSTRUCTION: To withhold authority to
EXCEPT vote for any individual nominees, write
that nominee's name in the space provided
above.)

Shareholder Co-owner
sign here: Date: sign here: Date:
------------------- --------------- ----------------------- ---------------------
</Table>

2
<Page>

DETACH HERE

AMERICAN STRATEGIC INCOME PORTFOLIO INC.--II

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Mark S. Jordahl, Joseph M. Ulrey III and Jeffery M.
Wilson and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all common
shares of American Strategic Income Portfolio Inc.--II (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
September 15, 2004, 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.

<Page>

AMERICAN STRATEGIC INCOME
PORTFOLIO INC.--II
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

<Table>

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY

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

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

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

Please mark
/X/ votes as in
this example

1. To elect all nominees listed below (except as marked to -----------------------------------------------------
the contrary below).
AMERICAN STRATEGIC INCOME
(01) Benjamin R. Field III, (02) Mickey P. Foret, PORTFOLIO INC.--II
(03) Roger A. Gibson, (04) Victoria J. Herget, -----------------------------------------------------
(05) Leonard W. Kedrowski, (06) Richard K. Riederer,
(07) Joseph D. Strauss, (08) Virginia L. Stringer, and
(09) James M. Wade

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

Shareholder Co-owner
sign here: Date: sign here: Date:
------------------- --------------- ----------------------- ---------------------
</Table>

2
<Page>

DETACH HERE

AMERICAN STRATEGIC INCOME PORTFOLIO INC.--III

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Mark S. Jordahl, Joseph M. Ulrey III and Jeffery M.
Wilson and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all common
shares of American Strategic Income Portfolio Inc.--III (the "Fund"), held by
the undersigned at the annual meeting of shareholders of the Fund to be held on
September 15, 2004, 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.

<Page>

AMERICAN STRATEGIC INCOME
PORTFOLIO INC.--III
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

<Table>

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY

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

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

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

Please mark
/X/ votes as in
this example

1. To elect all nominees listed below (except as marked to -----------------------------------------------------
the contrary below).
AMERICAN STRATEGIC INCOME
(01) Benjamin R. Field III, (02) Mickey P. Foret, PORTFOLIO INC.--III
(03) Roger A. Gibson, (04) Victoria J. Herget, -----------------------------------------------------
(05) Leonard W. Kedrowski, (06) Richard K. Riederer,
(07) Joseph D. Strauss, (08) Virginia L. Stringer, and
(09) James M. Wade

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

Shareholder Co-owner
sign here: Date: sign here: Date:
------------------- --------------- ----------------------- ---------------------
</Table>

2
<Page>

DETACH HERE

AMERICAN SELECT PORTFOLIO INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Mark S. Jordahl, Joseph M. Ulrey III and Jeffery M.
Wilson and each of them, with power to act without the other and with the right
of substitution in each, the proxies of the undersigned to vote all common
shares of American Select Portfolio Inc. (the "Fund"), held by the undersigned
at the annual meeting of shareholders of the Fund to be held on September 15,
2004, 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.

<Page>

AMERICAN SELECT PORTFOLIO INC.
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

<Table>

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY

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

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

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

Please mark
/X/ votes as in
this example

1. To elect all nominees listed below (except as marked to -----------------------------------------------------
the contrary below).
AMERICAN SELECT PORTFOLIO INC.
(01) Benjamin R. Field III, (02) Mickey P. Foret,
(03) Roger A. Gibson, (04) Victoria J. Herget, -----------------------------------------------------
(05) Leonard W. Kedrowski, (06) Richard K. Riederer,
(07) Joseph D. Strauss, (08) Virginia L. Stringer, and
(09) James M. Wade

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

Shareholder Co-owner
sign here: Date: sign here: Date:
------------------- --------------- ----------------------- ---------------------
</Table>