Edgar Filing: AMERICAN STRATEGIC INCOME PORTFOLIO INC

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

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[ ] Confidential, for Use of the Commission Only (as permitted by Rule
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[ ] Definitive Additional Materials

[ ] Soliciting Material Under Rule 14a-12

American Strategic Income Portfolio Inc.
American Strategic Income Portfolio Inc.--II
American Strategic Income Portfolio Inc.--III
American Select Portfolio Inc.
(Name of Registrant as Specified in its Charter)

________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 1, 2009

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of American
Strategic Income Portfolio Inc., American Strategic Income Portfolio Inc.--II,
American Strategic Income Portfolio Inc.--III and American Select Portfolio Inc.
(individually, a "Fund" and collectively, the "Funds") will be held at 2:30
p.m., Central Time, on Tuesday, December 1, 2009, at the offices of FAF
Advisors, Inc., 17th Floor - Training Room B, 800 Nicollet Mall, Minneapolis,
Minnesota 55402. The purposes of the meeting are as follow:

1. To elect a Board of Directors.

2. To ratify the selection of Ernst & Young LLP as the independent
registered public accounting firm of each Fund for the current fiscal
year.

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

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

Shareholders of record as of the close of business on October 14, 2009 are
entitled to notice of, and to vote at, the meeting or any adjournment(s)
thereof.

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

October 22, 2009 Kathleen L. Prudhomme
Secretary

PROXY STATEMENT

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

ANNUAL MEETING OF SHAREHOLDERS -- DECEMBER 1, 2009

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETINGS OF SHAREHOLDERS TO BE HELD ON DECEMBER 1, 2009: THIS PROXY
STATEMENT IS AVAILABLE AT www.firstamericanfunds.com.

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, December 1, 2009, and any adjournments thereof. Mailing of the Notice
of Annual Meeting of Shareholders and this Proxy Statement will take place on
approximately October 22, 2009.

In order for the shareholder meeting to go forward for a Fund, there must
be a quorum. This means that at least a majority of that Fund's shares must be
represented at the meeting -- either in person or by proxy. All returned proxies
count toward a quorum, regardless of how they are voted. If a broker or nominee
holding shares in "street name" indicates on the proxy card that it does not
have discretionary authority to vote on a proposal and has not received
instructions from the beneficial owner (a "broker non-vote"), those shares will
not be considered present and entitled to vote on that proposal. Abstentions,
however, will be counted as shares present and entitled to vote with respect to
a proposal. Abstentions and broker non-votes will have no effect on the proposal
to elect directors. With respect to the proposal to ratify the funds'
independent accountants, which requires a majority of votes cast at the meeting,
a broker non-vote will have no effect, and an abstention will have the same
effect as a vote against the proposal.

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

Only shareholders of record of each Fund on October 14, 2009 may vote at
the meeting or any adjournment thereof. As of that date, the Funds had the
following numbers of issued and outstanding shares of common stock:

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

4,231,331 15,985,741 21,356,023 10,662,195

Each shareholder of a Fund is entitled to one vote for each share held.
None of the matters to be presented at the meeting will entitle any shareholder
to cumulative voting or appraisal rights.

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.

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

PROPOSAL ONE
ELECTION OF DIRECTORS

At the meeting, shareholders of each Fund will be asked to elect the
nominees listed below as members of that Fund's Board of Directors. It is
intended that the enclosed proxy will be voted for the election of the persons
named below as directors of each Fund unless such authority has been withheld in
the proxy. Biographical information regarding each nominee is set forth below.
Each nominee also serves as a director of the other closed-end and open-end
investment companies managed by the Funds' investment advisor (the "Fund
Complex"). The Fund Complex currently consists of eight closed-end funds (each
of which is a registered investment company) and 50 open-end funds (which are
portfolios of four registered investment companies). The business address of
each of the nominees is First American Funds, P.O. Box 1329, Minneapolis,
Minnesota 55440-1329. Each nominee has served as a director since the last
annual meeting of shareholders.

NOMINEES FOR ELECTION AS NON-INTERESTED DIRECTORS

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

Benjamin R. Director Mr. Field has served Retired. 58 None
Field III as a director of each
(1938) of the Funds since
September 2003. Fund
directors serve for a
one-year term that
expires at the next
annual meeting of
shareholders.

Roger A. Gibson Director Mr.Gibson has served Director, 58 None
(1946) as a director of each Charterhouse Group,
of the Funds since Inc., a private
August 1998. Fund equity firm, since
directors serve for a October 2005;
one-year term that Advisor/Consultant,
expires at the next Future Freight(TM), a
annual meeting of logistics/supply
shareholders. chain company;
Trustee, National
Jewish Health; Board
member/Co-founder,
Shares of Blue, an
aviation-related
youth development
organization; Vice
President and Chief
Operating Officer,
Cargo - United
Airlines, from July
2001 until
retirement in
November 2005.

Victoria J. Director Ms. Herget has served Investment 58 None
Herget as a director of each consultant and
(1951) of the Funds since non-profit board
September 2003. Fund member since 2001;
directors serve for a Board Chair, United
one-year term that Educators Insurance
expires at the next Company.
annual meeting of
shareholders.

John P. Kayser Director Mr. Kayser has served Retired; Principal 58 None
(1949) as a director of each from 1983 to 2004,
of the Funds since William Blair &
October 2006. Fund Company, LLC, a
directors serve for a Chicago-based
one-year term that investment firm.
expires at the next
annual meeting of
shareholders.

Leonard W. Director Mr. Kedrowski has Owner and President, 58 None
Kedrowski served as a director Executive and
(1941) of each of the Funds Management
since August 1998. Consulting, Inc., a
Fund directors serve management
for a one-year term consulting firm;
that expires at the Board member, GC
next annual meeting McGuiggan
of shareholders. Corporation (dba
Smyth Companies), a
label printer;
member, investment
advisory committee,
Sisters of the Good
Shepherd.

Richard K. Director Mr. Riederer has Owner and Chief 58 Cliffs
Riederer served as a director Executive Officer, Natural
(1944) of each of the Funds RKR Consultants, Resources,
since August 2001. Inc. , a consulting Inc. (a
Fund directors serve company providing producer
for a one-year term advice on business of iron
that expires at the strategy, mergers ore
next annual meeting of and acquisitions, pellets
shareholders. and non-profit board and coal)
member since 2005.

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

Virginia L. Chair; Ms. Stringer has Governance 58 None
Stringer Director served as a director consultant and
(1944) of each of the Funds non-profit board
since August 1998. member; former Owner
Fund directors serve and President,
for a one-year term Strategic Management
that expires at the Resources, Inc., a
next annual meeting management
of shareholders. consulting firm;
Chair, Saint Paul
Riverfront
Corporation, since
2005.

James M. Wade Director Mr. Wade has served as Owner and President, 58 None
(1943) a director of each of Jim Wade Homes, a
the Funds since August homebuilding company.
2001. Fund directors
serve for a one-year
term that expires at
the next annual
meeting of
shareholders.

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

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

There were five meetings of the Board of Directors during the fiscal year
ended August 31, 2009. During the fiscal year, each of the directors standing
for re-election attended at least 75% of all meetings of the Board of Directors
and of committees of which he or she was a regular

member that were held while he or she was serving on the Board of Directors or
on such committee.

STANDING COMMITTEES

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

The purposes of the Audit Committee are (1) to oversee the Funds'
accounting and financial reporting policies and practices, their internal
controls and, as appropriate, the internal controls of certain service
providers; (2) to oversee the quality of the Funds' financial statements and the
independent audit thereof; (3) to assist Board oversight of the Funds'
compliance with legal and regulatory requirements; and (4) to act as a liaison
between the Funds' independent auditors and the full Board of Directors. The
Audit Committee, together with the Board of Directors, has the ultimate
authority and responsibility to select, evaluate and, where appropriate, replace
the outside auditor (or to nominate the outside auditor to be proposed for
shareholder approval in any proxy statement). The Audit Committee has adopted a
written charter setting forth, among other things, requirements with respect to
the composition of the Committee, the purposes of the Committee, and the
Committee's duties and powers. A copy of this charter was attached as an
appendix to the proxy statement for the 2007 annual shareholder meeting. The
Audit Committee currently consists of Mr. Kedrowski (chair), Mr. Field, Mr.
Kayser, Mr. Riederer and Ms. Stringer (ex officio). The Board has determined
that each member of the Audit Committee is "independent" within the meaning of
New York Stock Exchange and American Stock Exchange listing standards and is not
an "interested person" as defined in the Investment Company Act of 1940. The
Board of Directors of each Fund has designated Mr. Kedrowski, Mr. Field, Mr.
Kayser and Mr. Riederer as Audit Committee financial experts. The Audit
Committee met six times during the fiscal year ended August 31, 2009.

The Pricing Committee of each Fund's Board of Directors is responsible for
overseeing the valuation of portfolio securities for which market quotations are
not readily available, pursuant to procedures established by the Board of
Directors. Current members of the Pricing Committee are Mr. Gibson (Chair), Mr.
Wade, Mr. Field and Ms. Stringer (ex officio). The Pricing Committee met five
times during the fiscal year ended August 31, 2009.

The Governance Committee of the Board of Directors is responsible for
nominating directors and making recommendations to the Board concerning Board
composition, committee structure and governance, director education, and
governance practices. The members of the Governance Committee are Mr. Strauss
(Chair), Mr. Wade, Ms. Herget, and Ms. Stringer (ex officio). The Board has
determined that each member of the Governance Committee is "independent" within
the meaning of New York Stock Exchange and American Stock Exchange listing
standards and is not an "interested person" as defined in the Investment Company
Act of 1940. The Governance Committee met two times during the fiscal year ended
August 31, 2009. The Governance Committee Charter was attached as an appendix to
the proxy statement for the 2007 annual shareholder meeting.

In addition to the above committees, the Board of Directors also appoints a
Fund Review Liaison. The responsibility of the Fund Review Liaison is to lead
the Board of Directors, together

with the Board Chair, in evaluating Fund performance, Fund service provider
contracts and arrangements for execution of Fund trades. Ms. Herget is the
current Fund Review Liaison.

SELECTION OF DIRECTOR NOMINEES

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

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

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

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

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

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

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

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

The Governance Committee has not established specific, minimum
qualifications that it believes must be met by a director nominee. In evaluating
director nominees, the Governance Committee considers, among other things, an
individual's background, skills, and experience;

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

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

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS

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

DIRECTOR ATTENDANCE AT SHAREHOLDERS MEETINGS

The Board of Directors encourages directors to attend annual shareholders
meetings of the Funds in person or by telephone. Eight of the directors standing
for re-election attended the Funds' 2008 annual shareholder meeting either in
person or telephonically.

DIRECTOR COMPENSATION

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

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

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

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

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

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

Directors also receive $3,500 per day when traveling out of town on Fund
Complex 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 Complex business and to attend mutual fund industry conferences or
seminars. The amounts specified above are allocated evenly among the funds in
the Fund Complex.

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

The following table sets forth the compensation received by each director
standing for re-election from each Fund for its most recent fiscal year, as well
as the total compensation received by each such director from the Fund Complex
for the fiscal year ended August 31, 2009.

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

Benjamin R.
Field III $3,391 $3,391 $3,391 $3,391 $200,250
Roger A. Gibson 3,665 3,665 3,665 3,665 224,250
Victoria J.
Herget 3,702 3,702 3,702 3,702 218,500
John P. Kayser 3,298 3,298 3,298 3,298 194,750
Leonard W.
Kedrowski 3,797 3,797 3,797 3,797 216,375
Richard K.
Riederer 3,315 3,315 3,315 3,315 195,750
Joseph D. Strauss 3,600 3,600 3,600 3,600 212,625
Virginia L.
Stringer 5,922 5,922 5,922 5,922 349,750
James M. Wade 3,344 3,344 3,344 3,344 197,500

(1) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $734; and Victoria J. Herget, $1,112.

(2) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $734; and Victoria J. Herget, $1,112.

(3) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $734; and Victoria J. Herget, $1,112.

(4) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $734; and Victoria J. Herget, $1,112.

(5) Includes amounts deferred pursuant to the Deferred Compensation Plan as
follows: Roger A. Gibson, $43,275; and Victoria J. Herget, $65,550.

(6) As of August 31, 2009, the Fund Complex consisted of 50 open-end funds
(which are portfolios of four investment companies) and eight closed-end
investment companies, totaling 58 funds, managed by the Advisor, including
the Funds.

DIRECTOR SHAREHOLDINGS

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

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

Benjamin R. Field III None Over $100,000
Roger A. Gibson None Over $100,000
Victoria J. Herget None Over $100,000
John P. Kayser None Over $100,000
Leonard W. Kedrowski American Strategic Income Over $100,000
Portfolio: $10,001-$50,000;
American Strategic Income
Portfolio II:
$50,001-$100,000; American
Strategic Income Portfolio
III: $50,001-$100,000
Richard K. Riederer None Over $100,000
Joseph D. Strauss None Over $100,000
Virginia L. Stringer None Over $100,000
James M. Wade None Over $100,000

----------
* The dollar range disclosed is based on the value of the securities as of
June 30, 2009.

To the knowledge of the Funds, as of October 14, 2009, the officers and
directors of each Fund as a group beneficially owned less than 1% of the
outstanding shares of each Fund.

BOARD RECOMMENDATION; REQUIRED VOTE

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR OF
ALL NOMINEES TO SERVE AS DIRECTORS. For each Fund, if at least a quorum is
represented in person or by proxy, the vote of a plurality of the shares
represented at the meeting is sufficient for the election of each nominee, which
means that the candidates receiving the highest number of votes will be elected.
Unless otherwise instructed, the proxies named in the proxy card enclosed
herewith will vote for all nominees. In the event any of the above nominees are
not candidates for election at the meeting due to events not now known or
anticipated, the proxies will vote for such other persons as the Board of
Directors may designate.

PROPOSAL TWO
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Based on the Audit Committee's recommendation, as discussed below under
"Audit Committee Report," the directors, including a majority who are not
interested persons of the Advisor or the Funds, have selected Ernst & Young LLP
("Ernst & Young") to be the Funds' independent public accountants for each
Fund's current fiscal year. Ernst & Young examines the annual financial
statements of the Funds and provides certain other audit-related and tax-related
services to the Funds. Representatives of Ernst & Young are expected to be
present at the meeting. These representatives will have the opportunity to make
a statement to shareholders if they choose to do so and are expected to be
available to respond to appropriate questions.

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

AUDIT COMMITTEE REPORT

The Audit Committee and the Board of Directors have the ultimate authority
and responsibility to select, evaluate and, where appropriate, replace the
Funds' independent public accountants (or to nominate the independent public
accountants to be proposed for shareholder approval in any proxy statement). The
function of the Audit Committee is oversight. It is management's responsibility
to maintain appropriate systems for accounting and internal control and for
preparing the Funds' financial statements, and the independent public
accountants' responsibility is to plan and carry out a proper audit of the
financial statements.

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

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

committee concerning independence, and the Audit Committee discussed with the
independent accountants the accounting firm's independence. The Committee also
considered whether non-audit services provided by the independent accountants
during the last fiscal year were compatible with maintaining the accountants'
independence.

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

Members of the Audit Committee

Leonard W. Kedrowski, Chair
Benjamin R. Field III
John P. Kayser
Richard K. Riederer
Virginia L. Stringer (ex officio)

FEES PAID TO ERNST & YOUNG

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

Fiscal year Fiscal year
ended 8/31/09 ended 8/31/08
------------- -------------

American Strategic Income Portfolio $31,116 $24,816
American Strategic Income Portfolio II $31,116 $24,816
American Strategic Income Portfolio III $31,116 $24,816
American Select Portfolio $31,116 $24,816

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

Fiscal year Fiscal year
ended 8/31/09 ended 8/31/08
------------- -------------

American Strategic Income Portfolio $ 4,518 $2,339
American Strategic Income Portfolio II $11,218 $2,339
American Strategic Income Portfolio III $ 4,518 $2,339
American Select Portfolio $ 4,518 $2,339

Tax Fees. Ernst & Young's fees for tax services for its two most recently
completed fiscal years were as set forth in the following table. These tax
services included tax compliance, tax advice and tax planning services. Tax
compliance, tax advice and tax planning services primarily relate to the
preparation of original and amended tax returns, timely RIC qualification
reviews, and tax distribution analysis and planning.

Fiscal year Fiscal year
ended 8/31/09 ended 8/31/08
------------- -------------

American Strategic Income Portfolio $5,498 $11,440
American Strategic Income Portfolio II $5,498 $20,680
American Strategic Income Portfolio III $5,498 $16,060
American Select Portfolio $5,498 $11,440

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

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

Fiscal year Fiscal year
ended 8/31/09 ended 8/31/08
------------- -------------

American Strategic Income Portfolio $169,129 $163,942
American Strategic Income Portfolio II $175,829 $173,182
American Strategic Income Portfolio III $169,129 $168,562
American Select Portfolio $169,129 $163,942

AUDIT COMMITTEE PRE-APPROVAL POLICIES

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

BOARD RECOMMENDATION; REQUIRED VOTE

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR OF
THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG. For each Fund, the vote of a
majority of the shares represented at the meeting is sufficient for the
ratification of the selection of the independent public accountants, provided at
least a quorum (a majority of the outstanding shares) is represented in person
or by proxy. Unless otherwise instructed, the proxies will vote for the
ratification of the selection of Ernst & Young as each Fund's independent
registered public accounting firm.

ADDITIONAL INFORMATION

INVESTMENT ADVISOR AND ADMINISTRATOR

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

SOLICITATION OF PROXIES

The costs of this proxy solicitation, including the cost of preparing and
mailing the Notice of Annual Meeting of Shareholders and this Proxy Statement,
will be allocated among and borne by the Funds. In addition to the solicitation
of proxies by mail, representatives of the Advisor may, without cost to the
Funds, solicit proxies on behalf of management of the Funds by means of mail,
telephone or personal calls.

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

OFFICERS OF THE FUNDS

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

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

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

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

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

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

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

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

Jason K. Mitchell Anti-Money Since December Compliance Manager, FAF Advisors,
(1976) Laundering 2008 and from Inc. since June 2006; prior thereto,
Officer September 2006 Compliance Analyst, FAF Advisors,
through August 2008 Inc. from October 2004 through June
2006; prior thereto, Senior Systems
Helpdesk Analyst, Wachovia Retirement
Services.

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

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

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

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

Michael W. Assistant Since February 2009 Counsel, FAF Advisors, Inc., since
Kremenak, Secretary January 2009; prior thereto,
(1978) Associate, Skadden, Arps, Slate,
Meagher & Flom LLP, a New York City
based law firm, from September 2005
to January 2009.

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

----------

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

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

SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS

No person, to the knowledge of Fund management, was the beneficial owner of
more than 5% of any class of voting shares of any Fund as of October 14, 2009,
except as follows:

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

American Strategic Sit Investment Associates, 2,085,697* 49.30%
Income Portfolio Inc. and affiliated entities
("Sit Investment Associates")
4600 Wells Fargo Center
Minneapolis, MN

American Strategic Sit Investment Associates 7,123,575* 44.56%
Income Portfolio II

American Strategic Sit Investment Associates 6,758,955* 31.65%
Income Portfolio III

American Select Sit Investment Associates 3,786,490* 35.51%
Portfolio

* Based on amended Schedule 13D filings of Sit Investment Associates made on
September 11, 2009 with respect to American Strategic Income Portfolio, and
July 9, 2009 with respect to American Strategic Income Portfolio II,
American Strategic Income Portfolio III, and American Select Portfolio,
which indicate that Sit Investment Associates has sole voting power and
sole dispositive power with respect to such shares.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on Fund records and other information, the Funds believe that all SEC
filing requirements with respect to the Funds applicable to their directors and
officers, the Advisor and companies affiliated with the Advisor, pursuant to
Section 16(a) of the Securities Exchange Act of 1934, with respect to each
Fund's fiscal year end were satisfied, except that Kathleen L. Prudhomme, an
officer of the Funds and the Advisor, did not file a Form 4 ("Statement of
Changes of Beneficial Ownership of Securities") for a transaction in American
Strategic Income Portfolio II on a timely basis.

SHAREHOLDER PROPOSALS

Under the Securities Exchange Act of 1934, Fund shareholders may submit
proposals to be considered at the next Annual Meeting. Rule 14a-8 under the
Exchange Act sets forth the procedures and requirements for requesting that a
Fund include these proposals in its proxy statement. Any proposal submitted
under Rule 14a-8 must be received at the Funds' offices, 800 Nicollet Mall,
Minneapolis, Minnesota 55402, not later than June 24, 2010. Shareholders also
may submit proposals to be voted on at the next Annual Meeting without having
the proposals included in the Funds' proxy statement. These proposals are known
as "non-Rule 14a-8 proposals." The Funds' proxies will be able to exercise their
discretionary authority to vote all proxies with respect to any non-Rule 14a-8
proposal, unless written notice of the proposal is presented to the Fund not
later than September 6, 2010. If a shareholder makes a timely notification on a
non-Rule 14a-8 proposal, the proxies may still exercise discretionary voting
authority under circumstances consistent with applicable proxy rules.

OTHER BUSINESS

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

Dated: October 22, 2009

Kathleen L. Prudhomme
Secretary

NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS

TIME:
Thursday, December 1, 2009
at 2:30 p.m.

PLACE:
800 Nicollet Mall
Minneapolis, Minnesota 55402

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

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

002CS19744

(BARCODE)

AMERICAN STRATEGIC INCOME
PORTFOLIO INC.
(BARCODE) C123456789
000004
000000000.000000 ext 000000000.000000 ext
(BARCODE) MR A SAMPLE 000000000.000000 ext 000000000.000000 ext
DESIGNATION (IF ANY) 000000000.000000 ext 000000000.000000 ext
ADD 1
ADD 2 ELECTRONIC VOTING INSTRUCTIONS
ADD 3
ADD 4 YOU CAN VOTE BY INTERNET OR TELEPHONE!
ADD 5 AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK!
ADD 6
Instead of mailing your proxy, you may choose one of the two
voting methods outlined below to vote your proxy.
(BARCODE)
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

PROXIES SUBMITTED BY THE INTERNET OR TELEPHONE MUST BE RECEIVED
BY 1:00 A.M., CENTRAL TIME, ON DECEMBER 1, 2009.

(GRAPHIC) VOTE BY INTERNET
o Log on to the Internet and go to
www.investorvote.com
o Follow the steps outlined on the secured website.

(GRAPHIC) VOTE BY TELEPHONE
o Call toll free 1-800-652-VOTE (8683) within the
USA, US territories & Canada any time on a touch
tone telephone. There is NO CHARGE to you for the
call.
Using a BLACK INK pen, mark your votes with an X o Follow the instructions provided by the recorded
as shown in this example. Please do not write [X] message.
outside the designated areas.

--------------------------------------------------------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD 123456 C0123456789 12345
--------------------------------------------------------------------------------------------------------------------------------

(Triangle) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. (Triangle)
------------------------------------------------------------------------------------------------------------------------------------

A PROPOSALS -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND FOR PROPOSAL 2.

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

[ ] MARK HERE TO VOTE FOR ALL NOMINEES

[ ] MARK HERE TO WITHHOLD VOTE FROM ALL NOMINEES
01 02 03 04 05 06 07 08 09
[ ] FOR ALL EXCEPT - To withhold a vote for one or [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
more nominees, mark the box to the left and the
corresponding numbered box(es) to the right.

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

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

B NON-VOTING ITEMS

CHANGE OF ADDRESS -- Please print new address below. COMMENTS -- Please print your comments below.
_____________________________________________________________ ________________________________________________________________
| | | |
| | | |
|_____________________________________________________________| |________________________________________________________________|

C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator,
corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) -- Please print Signature 1 -- Please keep signature Signature 2 -- Please keep signature
date below. within the box. within the box.
________________________________________ ________________________________________ _________________________________________
| / / | | | | |
| / / | | | | |
|______/______________/__________________| |________________________________________| |_________________________________________|

(GRAPHIC) (BARCODE) C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
1 U P X 0 2 3 5 4 0 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +

013ZCA

(Triangle) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION
IN THE ENCLOSED ENVELOPE. (Triangle)
------------------------------------------------------------------------------------------------------------------------------------

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

COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme, Jeffery M. Wilson, and Richard J. Ertel and each of
them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all
common shares of American Strategic Income Portfolio Inc. (the "Fund"), held by the undersigned at the annual meeting of
shareholders of the Fund to be held on December 1, 2009, 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.

(BARCODE)

AMERICAN STRATEGIC INCOME
PORTFOLIO INC. -- II
(BARCODE) C123456789
000004
000000000.000000 ext 000000000.000000 ext
(BARCODE) MR A SAMPLE 000000000.000000 ext 000000000.000000 ext
DESIGNATION (IF ANY) 000000000.000000 ext 000000000.000000 ext
ADD 1
ADD 2 ELECTRONIC VOTING INSTRUCTIONS
ADD 3
ADD 4 YOU CAN VOTE BY INTERNET OR TELEPHONE!
ADD 5 AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK!
ADD 6
Instead of mailing your proxy, you may choose one of the two
voting methods outlined below to vote your proxy.
(BARCODE)
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

PROXIES SUBMITTED BY THE INTERNET OR TELEPHONE MUST BE RECEIVED
BY 1:00 A.M., CENTRAL TIME, ON DECEMBER 1, 2009.

(GRAPHIC) VOTE BY INTERNET
o Log on to the Internet and go to
www.investorvote.com
o Follow the steps outlined on the secured website.

A PROPOSALS -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND FOR PROPOSAL 2.

[ ] MARK HERE TO VOTE FOR ALL NOMINEES

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

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

B NON-VOTING ITEMS

C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW

(GRAPHIC) (BARCODE) C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
1 U P X 0 2 3 5 4 9 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +

013ZEA

(Triangle) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION
IN THE ENCLOSED ENVELOPE. (Triangle)
------------------------------------------------------------------------------------------------------------------------------------

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

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme, Jeffery M. Wilson, and Richard J. Ertel and each of
them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all
common shares of American Strategic Income Portfolio Inc. -- II (the "Fund"), held by the undersigned at the annual meeting of
shareholders of the Fund to be held on December 1, 2009, 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.

(BARCODE)

AMERICAN STRATEGIC INCOME
PORTFOLIO INC. -- III
(BARCODE) C123456789
000004
000000000.000000 ext 000000000.000000 ext
(BARCODE) MR A SAMPLE 000000000.000000 ext 000000000.000000 ext
DESIGNATION (IF ANY) 000000000.000000 ext 000000000.000000 ext
ADD 1
ADD 2 ELECTRONIC VOTING INSTRUCTIONS
ADD 3
ADD 4 YOU CAN VOTE BY INTERNET OR TELEPHONE!
ADD 5 AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK!
ADD 6
Instead of mailing your proxy, you may choose one of the two
voting methods outlined below to vote your proxy.
(BARCODE)
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

PROXIES SUBMITTED BY THE INTERNET OR TELEPHONE MUST BE RECEIVED
BY 1:00 A.M., CENTRAL TIME, ON DECEMBER 1, 2009.

(GRAPHIC) VOTE BY INTERNET
o Log on to the Internet and go to
www.investorvote.com
o Follow the steps outlined on the secured website.

A PROPOSALS -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND FOR PROPOSAL 2.

[ ] MARK HERE TO VOTE FOR ALL NOMINEES

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

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

B NON-VOTING ITEMS

C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW

(GRAPHIC) (BARCODE) C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
1 U P X 0 2 3 5 3 3 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +

013ZAA

(Triangle) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION
IN THE ENCLOSED ENVELOPE. (Triangle)
------------------------------------------------------------------------------------------------------------------------------------

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

COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme, Jeffery M. Wilson, and Richard J. Ertel and each of
them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all
common shares of American Strategic Income Portfolio Inc. -- III (the "Fund"), held by the undersigned at the annual meeting of
shareholders of the Fund to be held on December 1, 2009, 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.

(BARCODE)

AMERICAN SELECT
PORTFOLIO INC.
(BARCODE) C123456789
000004
000000000.000000 ext 000000000.000000 ext
(BARCODE) MR A SAMPLE 000000000.000000 ext 000000000.000000 ext
DESIGNATION (IF ANY) 000000000.000000 ext 000000000.000000 ext
ADD 1
ADD 2 ELECTRONIC VOTING INSTRUCTIONS
ADD 3
ADD 4 YOU CAN VOTE BY INTERNET OR TELEPHONE!
ADD 5 AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK!
ADD 6
Instead of mailing your proxy, you may choose one of the two
voting methods outlined below to vote your proxy.
(BARCODE)
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

PROXIES SUBMITTED BY THE INTERNET OR TELEPHONE MUST BE RECEIVED
BY 1:00 A.M., CENTRAL TIME, ON DECEMBER 1, 2009.

(GRAPHIC) VOTE BY INTERNET
o Log on to the Internet and go to
www.investorvote.com
o Follow the steps outlined on the secured website.

A PROPOSALS -- THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL THE NOMINEES LISTED AND FOR PROPOSAL 2.

[ ] MARK HERE TO VOTE FOR ALL NOMINEES

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

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

B NON-VOTING ITEMS

C AUTHORIZED SIGNATURES -- THIS SECTION MUST BE COMPLETED FOR YOUR VOTE TO BE COUNTED. -- DATE AND SIGN BELOW

(GRAPHIC) (BARCODE) C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
1 U P X 0 2 3 5 3 5 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +

013Z0A

(Triangle) IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION
IN THE ENCLOSED ENVELOPE. (Triangle)
------------------------------------------------------------------------------------------------------------------------------------

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

COMMON STOCK

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Charles D. Gariboldi, Jr., Kathleen L. Prudhomme, Jeffery M. Wilson, and Richard J. Ertel and each of
them, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all
common shares of American Select Portfolio Inc. (the "Fund"), held by the undersigned at the annual meeting of
shareholders of the Fund to be held on December 1, 2009, 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.