SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

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2) Aggregate number of securities to which transaction applies:

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

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[_] Fee paid previously with preliminary materials:

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[_] 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:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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Notes:

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 OCTOBER 1, 2002

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 Tuesday, October 1, 2002, at 800 Nicollet Mall on the 5th
floor. 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 August 16, 2002 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 26, 2002

James D. Alt
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 -- OCTOBER 1, 2002

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
Tuesday, October 1, 2002, 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
26, 2002. 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. For each Fund, all
returned proxies count toward a quorum, regardless of how they are voted. An
abstention will be counted as shares present at the meeting in determining
whether a proposal has been approved, and will have the same effect as a vote
against the proposal. If a shareholder withholds authority to vote on a
director, the shareholder will not be considered as present and entitled to vote
on the election of that director. Similarly, if a proxy is returned with a
broker non-vote on a proposal, the shareholder will not be counted as present
and entitled to vote with respect to that proposal. (Broker non-votes are shares
for which (a) the underlying owner has not voted and (b) the broker holding the
shares does not have discretionary authority to vote on the particular matter.)

If a quorum is not obtained or if sufficient votes to approve any of the
proposals are not received 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

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your original proxy card or by internet or toll-free telephone call. If you
return an executed proxy card without instructions, your shares will be voted
"for" each proposal.

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

Only shareholders of record of each Fund on August 16, 2002 may vote at the
meeting or any adjournment thereof. As of that date, the Funds had the following
numbers of issued and outstanding shares of common stock:

American Strategic American Strategic American Strategic American Select
Income Portfolio Income Portfolio II Income Portfolio III Portfolio
- ------------------ ------------------- -------------------- ---------------

4,230,294 15,957,289 21,343,292 10,662,195

Each shareholder of a Fund is entitled to one vote for each share held.
None of the matters to be presented at the meeting will entitle any shareholder
to cumulative voting or appraisal rights. No person, to the knowledge of Fund
management, was the beneficial owner of more than 5% of the voting shares of any
Fund as of August 16, 2002, except as follows:

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 733,146 17.33%
affiliated entities
("Sit Investment Associates") 4600
Wells Fargo Center Minneapolis, MN

American Strategic Income Portfolio II Sit Investment Associates 3,607,000 22.60%

American Strategic Income Portfolio III Sit Investment Associates 1,807,000 8.47%

American Select Portfolio Sit Investment Associates 1,279,000 12.00%

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.

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PROPOSAL ONE
ELECTION OF DIRECTORS

At the meeting, shareholders of each Fund will be asked to elect the
nominees listed below as members of that Fund's Board of Directors, thereby
setting the number of directors for each Fund at eight. It is intended that the
enclosed proxy will be voted for the election of the persons named below as
directors of the each Fund unless such authority has been withheld in the proxy.
Biographical information regarding each nominee is set forth below. Each nominee
also serves as a director of the other closed-end and open-end investment
companies managed by the Adviser (the "Fund Complex"). The Fund Complex
currently consists of nine closed-end funds (each of which is a registered
investment company) and 58 open-end funds (which are portfolios of four
registered investment companies).

Nominees for Election as Non-Interested Directors

Number of
Portfolios in Other
Position Fund Director-
Held Principal Occupation Complex ships
Name, Address and with the Term of Office* and Length During Last Overseen by Held by
Age Funds of Time Served 5 Years Director Director**
- --------------------- -------- ---------------------------- ----------------------- ------------- ----------

Roger A. Gibson Director Mr. Gibson has served as a Vice President - Cargo, 67 None
1020 15th Street, director of each Fund since United Airlines, since
Suite 41A, Denver, August 1998. Fund directors July 2001; Vice
CO 80202 serve for a one-year term President, North
(Age 55) that expires at the next America - Mountain
annual meeting of Region for United
shareholders. Airlines (1995 - 2001).

Andrew M. Hunter Director Mr. Hunter has served as a Chairman, Hunter, Keith 67 None
III director of each Fund since Industries, a
537 Harrington August 1998. Fund directors diversified
Road, Wayzata, MN serve for a one-year term manufacturing and
55391 that expires at the next services management
(Age 54) annual meeting of company, since 1975.
shareholders.

Leonard W. Kedrowski Director Mr. Kedrowski has served as Owner, Executive and 67 None
16 Dellwood Avenue, a director of each Fund Management Consulting,
Dellwood, MN 55110 since August 1998. Fund Inc., a management
(Age 60) directors serve for a consulting firm, since
one-year term that expires 1992; Chief Executive
at the next annual meeting Officer, Creative
of shareholders. Promotions
International, LLC, a
promotional award
programs and products
company, since 1999;
Board member, GC
McGuiggan Corporation
(dba Smyth Companies),
manufacturer of
designer

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doors; acted as CEO of
Graphics Unlimited from
1996 to 1998.

Richard K Riederer Director Mr. Riederer has served as a Retired; President and 67 None
741 Chestnut Road, director of each Fund since Chief Executive
Sewickley, PA 15143 August 2001. Fund directors Officer, Weirton Steel
(age 57) serve for a one-year term (1995 - 2001);
that expires at the next Director, Weirton Steel
annual meeting of (1993 - 2001).
shareholders.

Joseph D. Strauss Director Mr. Strauss has served as a Owner and President, 67 None
8525 Edinbrook director of each Fund since Excensus(TM), LLC, a
Crossing August 1998. Fund directors consulting firm, since
Suite 5, Brooklyn serve for a one-year term 2001; owner and
Park, MN 55443 that expires at the next President, Strauss
(Age 61) annual meeting of Management Company, a
shareholders. Minnesota holding
company for various
organizational
management business
ventures, since 1993;
owner, Chairman and
Chief Executive
Officer, Community
Resource Partnerships,
Inc., a strategic
planning, operations
management, government
relations,
transportation planning
and public relations
organization, since
1993; attorney at law.

Virginia L. Stringer Chair; Ms. Stringer has served as a Owner and President, 67 None
712 Linwood Avenue, Director director of each Fund since Strategic Management
St. Paul, MN 55105 August 1998. Fund directors Resources, Inc., a
(Age 57) serve for a one-year term management consulting
that expires at the next firm, since 1993;
annual meeting of Executive Consultant
shareholders. for State Farm
Insurance Company since
1997; formerly
President and director
of The Inventure Group,
a management

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consulting and training
company, President of
Scott's, Inc., a
transportation company,
and Vice President of
Human Resources of The
Pillsbury Company.

James M. Wade Director Mr. Wade has served as a Owner and President, 67 None
2802 Wind Bluff director of each Fund since Jim Wade Homes, a
Circle, Wilmington, August 2001. Fund directors homebuilding company,
NC 28409 serve for a one-year term since 1999; Vice
(Age 58) that expires at the next President and Chief
annual meeting of Financial Officer,
shareholders. Johnson Controls, Inc.,
a controls
manufacturing company,
(January 1987-May 1991).

Nominee for Election as Interested Director

John M. Murphy, Jr.+ Director Mr. Murphy has served as a Minnesota State 67 None
800 Nicollet Mall director of each Fund since Chairman - U.S. Bancorp
Minneapolis, MN 55402 June 1999. Fund directors since 2000; Executive
(age 60) serve for a one-year term Vice President of U.S.
that expires at the next Bancorp since January
annual meeting of 1999; Chairman and
shareholders. Chief Investment
Officer of First
American Asset
Management and U.S.
Bank Trust, N.A., and
Executive Vice
President of U.S.
Bancorp (1991-1999).

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

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** 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.

+ Mr. Murphy is considered an "interested" director because of his employment
with U.S. Bancorp, U.S. Bancorp Asset Management (and its predecessor,
First American Asset Management) and U.S. Bank Trust National Association,
and his ownership of securities issued by U.S. Bancorp.

There were nine meetings of the Board of Directors during the fiscal year
of American Strategic Income Portfolio and American Select Portfolio ended
November 30, 2001 and nine meetings during the fiscal year of American Strategic
Income Portfolio II and American Strategic Income Portfolio III ended May 31,
2002. 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 standing committees of which he or she was a regular member that were held
while he or she was serving on the Board of Directors or on such committee,
except that during the fiscal year of American Strategic Income Portfolio and
American Select Portfolio ended November 30, 2001: (a) Mr. Gibson attended 68%
of such meetings; (b) Mr. Murphy attended 73% of such meetings; and (c)
following his election to the Board in August 2001, Mr. Riederer attended two
out of three of such meetings held during the remainder of the fiscal year.

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

The function of the Funds' Audit Committee is to recommend annually to the
Board of Directors a firm of independent certified public accountants to audit
the books and records of the Funds for the ensuing year. In connection
therewith, the Committee will monitor that firm's performance, including a
review of each audit and a review of fees paid, confer with that firm as to the
Funds' financial statements and internal controls, evaluate the firm's
independence, review procedures to safeguard portfolio securities, review the
purchase by the Funds from the firm of nonaudit services, facilitate
communications with management and service providers and review the Funds'
back-up procedures and disaster recovery plans. 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 Messrs.
Gibson and Riederer, Ms. Stringer (ex officio) and Mr. Kedrowski, who serves as
its chairperson. Each member of the Audit Committee has been determined by the
Board of Directors to be "independent" within the meaning of the listing
standards of the New York and American Stock Exchanges. The Audit Committee met
six times during the fiscal year of American Strategic Income Portfolio and
American Select Portfolio ended November 30, 2001 and eight times during the
fiscal year of American Strategic Income Portfolio II and American Strategic
Income Portfolio III ended May 31, 2002.

The Nominating Committee of each Fund's Board of Directors is responsible
for recommending to the Board (i) nominees for election as directors, (ii) a
successor to the Chair when a vacancy occurs, and (iii) compensation plans and
arrangements for the directors, and for reviewing with the Chair the Chair's
recommended Committee assignments. Current members of the Nominating Committee
are Messrs. Gibson and Riederer, Ms. Stringer (ex officio), and Mr. Hunter, who
serves as its chairperson. The Nominating Committee met two times during the
fiscal year of American Strategic Income Portfolio and American Select Portfolio
ended November 30, 2001 and four times during the fiscal year of American
Strategic Income Portfolio II and American Strategic Income Portfolio III ended
May 31, 2002. Any recommendations for nominees should be directed to the
Secretary of the Funds, who will forward them to the Nominating Committee. The
Nominating Committee will consider nominees

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recommended by shareholders if the Committee is considering other nominees at
the time of the recommendation and if the nominee meets the Committee's
criteria.

The 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 Messrs. Hunter and Murphy, Ms. Stringer (ex
officio), and Mr. Strauss, who serves as its chairperson. The Pricing Committee
met two times during the fiscal year of American Strategic Income Portfolio and
American Select Portfolio ended November 30, 2001 and one time during the fiscal
year of American Strategic Income Portfolio II and American Strategic Income
Portfolio III ended May 31, 2002.

Director Compensation. No compensation is paid by the Funds to any director
who is an officer or employee of the Adviser or any of its affiliates. Each
director, other than the Chair, currently receives from the Fund Complex a fee
of $40,000 per year ($60,000 in the case of the Chair) plus $10,000 ($15,000 in
the case of the Chair) per meeting of the full Board of Directors attending and
$2,500 per Nominating Committee or Audit Committee meeting attended ($3,750 in
the case of a committee chair). Directors are also reimbursed for their travel
expenses to attend meetings. In the event of telephonic Board meetings, each
participating director receives a fee of $5,000 ($7,500 in the case of the
Chair), and in the event of telephonic Nominating or Audit Committee meetings,
each participating director receives a fee of $1,250 ($1,875 in the case of the
Committee chair). In addition, directors may receive a per diem fee of $2,500
per day, plus travel expenses, when directors travel out of town on Fund
business. However, directors do not receive the $2,500 per diem amount plus the
foregoing Board or Committee fee for an out-of-town Committee or Board meeting
but instead receive the greater of the total per diem fee or meeting fee. The
amounts specified in this paragraph are allocated among the Funds and the other
closed- and open-end investment companies in the Fund Complex on the basis of
net assets.

The directors may elect to defer payment of up to 100% of the fees they
receive in accordance with a Deferred Compensation Plan (the "Plan"). Under the
Plan, a director may elect to have his or her deferred fees treated as if they
had been invested in shares of one or more funds and the amount paid to the
director under the Plan will be determined based on the performance of such
investments. Distributions may be taken in a lump sum or over a period of years.
The Plan will remain unfunded for federal income tax purposes under the Internal
Revenue Code of 1986, as amended. Deferral of director fees in accordance with
the Plan will have a negligible impact on Fund assets and liabilities and will
not obligate the Funds to retain any director or pay any particular level of
compensation. The Funds do not provide any other pension or retirement benefits
to directors.

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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, 2001.* Mr. Murphy did not receive any
compensation from any of the Funds during these periods.

Aggregate Aggregate Aggregate Aggregate
Compensation from Compensation from Compensation from Compensation from Total Compensation
Name of American Strategic American Strategic American Strategic American Select from Fund Complex
Director Income Portfolio (1) Income Portfolio II (2) Income Portfolio III (3) Portfolio (4) Paid to Directors (5)(6)
- ----------- -------------------- ----------------------- ------------------------ ----------------- ------------------------

Roger A. $ 80 $2,339 $2,964 $213 $60,600
Gibson

Andrew M. 102 4,589 5,814 266 65,550
Hunter

Leonard W. 113 5,671 7,185 294 81,000
Kedrowski

Richard K. 12 483 611 32 25,500
Riederer

Joseph D. 98 1,415 1,793 260 72,300
Strauss

Virginia L. 136 7,244 9,178 357 97,250
Stringer

James M. 11 300 380 30 19,500
Wade

(1) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $44; Hunter, $102; Kedrowski, $105; Strauss, $23; and Stringer,
$114.

(2) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $2,121; Hunter, $4,589; Kedrowski, $5,671; Strauss, $1,012 and
Stringer, $6,808.

(3) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $2,688; Hunter, $5,814; Kedrowski, $7,185; Strauss, $1,283; and
Stringer, $8,626.

(4) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $116; Hunter, $266; Kedrowski, $273; Strauss, $60; and
Stringer, $298.

(5) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Gibson, $30,300; Hunter, $65,550; Kedrowski, $81,000; Strauss, $14,460;
and Stringer, $97,250.

(6) As of December 31, 2001, the Fund Complex consisted of four open-end and
11 closed-end investment companies, totaling 73 funds, managed by the Adviser,
including the Funds.

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* Compensation received through December 31, 2001 was based on the following
compensation schedule: Directors who were not officers or employees of the
Adviser or any of its affiliates were paid a fee of $27,000 per year ($40,500 in
the case of the Chair) plus $4,000 ($6,000 in the case of the Chair) per meeting
of the Board attended and $1,200 per committee meeting attended ($1,800 in the
case of the committee chair). In the event of telephonic Board or committee
meetings, each such director received a fee of $500 per Board or committee
meeting ($750 in the case of the Chair or committee chair). In addition, such
directors may have received a per diem fee of $1,500 per day if they traveled
out of town on Fund business.

-8-

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*
- -------------------- ----------------------- --------------------------------
Roger A. Gibson None $50,001-$100,000

Andrew M. Hunter III None Over $100,000

Leonard W. Kedrowski None Over $100,000

John M. Murphy, Jr. None Over $100,000

Richard K. Riederer None $50,001-$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
May 31, 2002.

To the knowledge of the Funds, as of August 16, 2002, the officers and
directors of each Fund as a group beneficially owned less than 1% of the
outstanding shares of each Fund.

The Board of Directors recommends that the shareholders vote in favor of
all nominees to serve as directors. For each Fund, the vote of a majority of the
shares represented at the meeting is sufficient for the election of each of the
nominees, provided at least a quorum (a majority of the outstanding shares) is
represented in person or by proxy. Unless otherwise instructed, the proxies will
vote for all nominees. In the event any of the above nominees are not candidates
for election at the meeting due to events not now known or anticipated, the
proxies will vote for such other persons as the Board of Directors may
designate.

PROPOSAL TWO
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

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

Based on the Audit Committee's recommendation, as discussed below under
"Audit Committee Report," the directors, including a majority who are not
interested persons of the Adviser or the Funds, have selected Ernst & Young LLP
("Ernst & Young") to be the Funds' independent public accountants for each
Fund's current fiscal year. Ernst & Young examines the annual financial
statements of the Funds and provides certain other non-audit and tax-

-9-

related services to the Funds. Representatives of Ernst & Young are expected to
be present at the meeting. These representatives will have the opportunity to
make a statement to shareholders if they choose to do so and are expected to be
available to respond to appropriate questions.

Audit Committee Report

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

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

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

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

Members of the Audit Committee

Leonard W. Kedrowski, Chair
Roger A. Gibson
Richard K. Riederer
Virginia L. Stringer, ex officio

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Fees Paid to Ernst & Young

Audit Fees. Ernst & Young billed the following amounts to each Fund during
its most recently ended fiscal year for professional services rendered for the
audit of the Fund's annual financial statements:

Fund Audit Fees
- --------------------------------------- ----------
American Strategic Income Portfolio $18,940
American Strategic Income Portfolio II $19,567
American Strategic Income Portfolio III $21,447
American Select Portfolio $18,940

Financial Information Systems Design and Implementation Fees. Ernst & Young
did not provide any financial information systems design and implementation
services to the Funds during their most recently ended fiscal years.

All Other Fees. Ernst & Young billed the following amounts to each Fund for
tax-related services and for audit-related services during such Fund's most
recently ended fiscal year:

Amount Billed for Tax- Amount Billed for Audit-
Fund Related Services Related Services
- --------------------------------------- ---------------------- ------------------------

American Strategic Income Portfolio $ 4,411 $ 2,595
American Strategic Income Portfolio II $40,679 $41,105
American Strategic Income Portfolio III $50,701 $51,538
American Select Portfolio $ 4,411 $ 2,595

Fees billed to American Strategic Income Portfolio II and American Strategic
Income Portfolio III during the fiscal year ended May 31, 2002 varied from those
billed to American Strategic Income Portfolio and American Select Portfolio
during the fiscal year ended November 30, 2001 because of services performed in
connection with transactions relating to all of the Funds that commenced after
November 30, 2001.

During the fiscal year of American Strategic Income Portfolio II and
American Strategic Income Portfolio III ended May 31, 2002, Ernst & Young billed
the Adviser $4,400. Ernst & Young did not bill any amounts to the Adviser during
the fiscal year of American Strategic Income Portfolio and American Select
Portfolio ended November 30, 2001.

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 public
accountants.

-11-

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.

Position Held Term of Office* and
Name and Age 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
(Age 39) 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; Senior Airline Analyst and Director of
Equity Research of Credit Suisse First Boston
from 1996 to 1998.

Mark S. Jordahl Vice President -- Since September 2001 Chief Investment Officer of the Adviser since
(Age 41) 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, Executive Vice
President and Managing Director, Washington
Square Advisers, January 1996 to December
1997.

Peter O. Torvik Vice President -- Since September 2000 Executive Vice President of the Adviser since
(Age 47) Marketing May 2001; prior thereto, Executive Vice
President of First American Asset Management
since February 2001; President and Partner,
DPG Group, a Florida-based partnership engaged
in affinity marketing, through 2000.

Jeffery M. Wilson Vice President -- Since March 2000 Senior Vice President of the Adviser since May
(Age 45) Administration 2001; prior thereto, Senior Vice President of
First American Asset Management.

Robert H. Nelson Treasurer Since 1995 Senior Vice President of the Adviser since May
(Age 38) 2001; prior thereto, Senior Vice President of
First American Asset Management since 1998 and
of FIRMCO since February 2001; Senior Vice
President of Piper Capital Management Inc.
from 1994 to 1998.

-12-

Position Held Term of Office* and
Name and Age with the Funds Length of Time Served Principal Occupation(s) During Past Five Years
- ----------------- -------------- --------------------- ----------------------------------------------

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

Kathleen L. Assistant Since September 1998 Partner, Dorsey & Whitney LLP, a Minneapolis
Prudhomme Secretary based law firm
(Age 49)
50 South Sixth
Street, Suite
1500
Minneapolis, MN
55402

Michael J. Radmer Assistant Since March 2000; Partner, Dorsey & Whitney LLP, a Minneapolis
(Age 57) Secretary Secretary of the based law firm
50 South Sixth Funds from September
Street, Suite 1998 to March 2000
1500
Minneapolis, MN
55402

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

-13-

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on Fund records and other information, the Funds believe that all
Securities and Exchange Commission filing requirements applicable to their
directors and officers, the Adviser and companies affiliated with the Adviser,
pursuant to Section 16(a) of the Securities Exchange Act of 1934, with respect
to each Fund's fiscal year end were satisfied.

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 28, 2003. 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 July 11, 2003.

SHAREHOLDER UPDATE

The Funds' Board of Directors has approved a proposal to reorganize the
Funds into First American Strategic Real Estate Portfolio, Inc., a specialty
finance company that would elect to be taxed as a real estate investment trust
(REIT). This transaction is subject to review by the Securities and Exchange
Commission and certain other conditions, including approval by the Funds'
shareholders. We anticipate that, after the Securities and Exchange Commission's
review has been completed, your approval will be solicited in a separate proxy
statement/prospectus. There is no assurance, however, that the transaction will
be completed.

Dated: August 26, 2002

James D. Alt
Secretary

-14-

NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS

TIME:
Tuesday, October 1, 2002
at 10:00 a.m.

PLACE:
800 Nicollet Mall
7th Floor
Minneapolis, Minnesota

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

USBAM-PS2-02

USBAM-LTR2-02

Three easy ways to vote

Your vote is important; please vote today.
After you have reviewed the proxy information, please vote your shares using
one of the following methods.

By Phone By Internet By Mail

Dial the toll-free number Visit the Web site listed on Enclose your voting
located on your voting your voting instruction form. instruction form in the
instruction form. You will At the Web site, enter the postage-paid envelope found
need the control number control number located on the within your proxy package.
located on the voting voting instruction form.
instruction form at the time
of the call.

- --------------------------------------------------------------------------------
NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE
- --------------------------------------------------------------------------------

U.S. Bancorp Asset Management, Inc., is a subsidiary of U.S. Bank National
Association. U.S. Bank National Association is a separate entity and wholly
owned subsidiary of U.S. Bancorp. 8/2002 2227-02

[LOGO OF U.S. BANCORP]

AMERICAN STRATEGIC INCOME
PORTFOLIO INC.

C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940

----------------- ----------------
Vote by Telephone Vote by Internet
----------------- ----------------
It's fast, convenient, and immediate! It's fast, convenient, and your vote
Call Toll-Free on a Touch-Tone Phone is immediately confirmed and posted.
1-877-PRX-VOTE (1-877-779-8683).

-------------------------------------------------------- -------------------------------------------------------------------
Follow these four easy steps: Follow these four easy steps:

1. Read the accompanying Proxy Statement and Proxy Card. 1. Read the accompanying Proxy Statement and Proxy Card.

2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/asp

3. Enter your Voter Control Number located on your Proxy 3. Enter your Voter Control Number located on your Proxy Card above
Card above your name. your name.

4. Follow the recorded instructions. 4. Follow the instructions provided.
-------------------------------------------------------- -------------------------------------------------------------------

Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/asp anytime!

Do not return your Proxy Card if you are voting by Telephone or Internet

DETACH HERE ZASP41

[X] Please mark votes as in this example.

- -----------------------------------------------------------
AMERICAN STRATEGIC INCOME PORTFOLIO INC.
- -----------------------------------------------------------

FOR AGAINST ABSTAIN
1. To elect all nominees listed below (except as marked to 2. To ratify the selection of Ernst & Young LLP as
the contrary below). independent public accountants for the Fund. [_] [_] [_]

Nominees: (01) Roger A. Gibson, (02) Andrew M. Hunter III,
(03) Leonard W. Kedrowski, (04) John M. Murphy,
Jr.,
(05) Richard K. Riederer, (06) Joseph D. Strauss,
(07) Virginia L. Stringer and (08) James M. Wade

FOR ALL VOTE WITHHELD FROM In their discretion, the proxies are authorized to vote upon such
NOMINEES [_] [_] ALL NOMINEES other business as may properly come before the annual meeting or any
adjournments or postponements thereof.

FOR ALL
NOMINEES EXCEPT [_]
--------------------------------------
(INSTRUCTION: To withhold authority to
vote for any individual nominee, write
that nominee's name on the space provided
above.)

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

Please be sure to sign and date this Proxy.

Shareholder Co-owner
sign here: Date: sign here: Date:
------------------------- ---------------------------------- ---------------------------- -----------

DETACH HERE ZASP42

AMERICAN STRATEGIC INCOME PORTFOLIO INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik,
and Jeffery M. Wilson, and each of them, with power to act without the other and
with the right of substitution in each, the proxies of the undersigned to vote
all shares of American Strategic Income Portfolio Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
October 1, 2002, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

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

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

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

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

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

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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

AMERICAN STRATEGIC INCOME
PORTFOLIO INC. - II

C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940

-------------------------------------------------------- -------------------------------------------------------------------
Follow these four easy steps: Follow these four easy steps:

1. Read the accompanying Proxy Statement and Proxy Card. 1. Read the accompanying Proxy Statement and Proxy Card.

2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/bsp

3. Enter your Voter Control Number located on your Proxy 3. Enter your Voter Control Number located on your Proxy Card above
Card above your name. your name.

4. Follow the recorded instructions. 4. Follow the instructions provided.
-------------------------------------------------------- -------------------------------------------------------------------

Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/bsp anytime!

Do not return your Proxy Card if you are voting by Telephone or Internet

DETACH HERE ZASI51

[X] Please mark votes as in this example.

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

FOR ALL
NOMINEES EXCEPT [_]
--------------------------------------
(INSTRUCTION: To withhold authority to
vote for any individual nominee, write
that nominee's name on the space provided
above.)

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

Please be sure to sign and date this Proxy.

Shareholder Co-owner
sign here: Date: sign here: Date:
------------------------- ---------------------------------- ---------------------------- -----------

DETACH HERE ZASI52

AMERICAN STRATEGIC INCOME PORTFOLIO INC. - II

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik,
and Jeffery M. Wilson, and each of them, with power to act without the other and
with the right of substitution in each, the proxies of the undersigned to vote
all shares of American Strategic Income Portfolio Inc. - II (the "Fund"), held
by the undersigned at the annual meeting of shareholders of the Fund to be held
on October 1, 2002, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

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

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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

AMERICAN STRATEGIC INCOME
PORTFOLIO INC. - III

C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940

-------------------------------------------------------- -------------------------------------------------------------------
Follow these four easy steps: Follow these four easy steps:

1. Read the accompanying Proxy Statement and Proxy Card. 1. Read the accompanying Proxy Statement and Proxy Card.

2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/csp

3. Enter your Voter Control Number located on your Proxy 3. Enter your Voter Control Number located on your Proxy Card above
Card above your name. your name.

4. Follow the recorded instructions. 4. Follow the instructions provided.
-------------------------------------------------------- -------------------------------------------------------------------

Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/csp anytime!

Do not return your Proxy Card if you are voting by Telephone or Internet

DETACH HERE ZAST61

[X] Please mark votes as in this example.

- -----------------------------------------------------------
AMERICAN STRATEGIC INCOME PORTFOLIO INC. - III
- -----------------------------------------------------------
FOR AGAINST ABSTAIN
1. To elect all nominees listed below (except as marked to 2. To ratify the selection of Ernst & Young LLP as
the contrary below). independent public accountants for the Fund. [_] [_] [_]

FOR ALL
NOMINEES EXCEPT [_]
--------------------------------------
(INSTRUCTION: To withhold authority to
vote for any individual nominee, write
that nominee's name on the space provided
above.)

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

Please be sure to sign and date this Proxy.

Shareholder Co-owner
sign here: Date: sign here: Date:
------------------------- ---------------------------------- ---------------------------- -----------

DETACH HERE ZAST62

AMERICAN STRATEGIC INCOME PORTFOLIO INC. - III

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik,
and Jeffery M. Wilson, and each of them, with power to act without the other and
with the right of substitution in each, the proxies of the undersigned to vote
all shares of American Strategic Income Portfolio Inc. - III (the "Fund"), held
by the undersigned at the annual meeting of shareholders of the Fund to be held
on October 1, 2002, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

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

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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

AMERICAN SELECT PORTFOLIO INC.

C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940

-------------------------------------------------------- -------------------------------------------------------------------
Follow these four easy steps: Follow these four easy steps:

1. Read the accompanying Proxy Statement and Proxy Card. 1. Read the accompanying Proxy Statement and Proxy Card.

2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/sla

3. Enter your Voter Control Number located on your Proxy 3. Enter your Voter Control Number located on your Proxy Card above
Card above your name. your name.

4. Follow the recorded instructions. 4. Follow the instructions provided.
-------------------------------------------------------- -------------------------------------------------------------------

Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/sla anytime!

Do not return your Proxy Card if you are voting by Telephone or Internet

DETACH HERE ZASL21

[X] Please mark votes as in this example.

- -----------------------------------------------------------
AMERICAN SELECT PORTFOLIO INC.
- -----------------------------------------------------------
FOR AGAINST ABSTAIN
1. To elect all nominees listed below (except as marked to 2. To ratify the selection of Ernst & Young LLP as
the contrary below). independent public accountants for the Fund. [_] [_] [_]

FOR ALL
NOMINEES EXCEPT [_]
--------------------------------------
(INSTRUCTION: To withhold authority to
vote for any individual nominee, write
that nominee's name on the space provided
above.)

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

Please be sure to sign and date this Proxy.

Shareholder Co-owner
sign here: Date: sign here: Date:
------------------------- ---------------------------------- ---------------------------- -----------

DETACH HERE ZASL22

AMERICAN SELECT PORTFOLIO INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Thomas S. Schreier, Robert H. Nelson, Peter O. Torvik,
and Jeffery M. Wilson, and each of them, with power to act without the other and
with the right of substitution in each, the proxies of the undersigned to vote
all shares of American Select Portfolio Inc. (the "Fund"), held by the
undersigned at the annual meeting of shareholders of the Fund to be held on
October 1, 2002, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given with
respect to the meeting are revoked.

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

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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