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Check the appropriate box:

[  ] Preliminary Proxy Statement     [  ]  Confidential, For Use of the
                                            Commission Only (as permitted by
                                            Rule 14a-6(e)(2))

[ X  ]     Definitive Proxy Statement

[   ]     Definitive Additional Materials

[   ]     Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12


    AMERICAN STRATEGIC INCOME PORTFOLIO INC.
    AMERICAN STRATEGIC INCOME PORTFOLIO INC. II
    AMERICAN STRATEGIC INCOME PORTFOLIO INC. III
    AMERICAN SELECT PORTFOLIO INC.
- -----------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

Ralph W. Bradshaw
- -----------------------------------------------------------------------

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

Payment of Filing Fee (Check the appropriate box):

[X]     No fee required.

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                 applies: _____________________________________________

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                 computed pursuant to Exchange Act Rule 0-11 (Set forth
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             _______________________________________







- --------------------------------------------------------------------------
PROXY STATEMENT IN OPPOSITION
TO SOLICITATION BY THE BOARDS 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.

ANNUAL MEETING OF SHAREHOLDERS
To be held on December 18, 2008

This proxy statement and the enclosed [GREEN] proxy card are being
furnished to holders of record on October 31, 2008 (the "Record Date")of
shares of American Strategic Income Portfolio Inc. ("ASP"), American Strategic
Income Portfolio Inc.II ("BSP"), American Strategic Income Portfolio Inc.III
("CSP"), and American Select Portfolio Inc. ("SLA") (the "Funds" or,
individually a "Fund") by Ralph W. Bradshaw (the "Soliciting Shareholder"),
a shareholder of each of the Funds, in connection with the solicitation of
proxies by the Soliciting Shareholder for use at the Annual Meeting of
Shareholders of EACH Fund (the "Meeting" or, collectively, the "Meetings")
which will be held at 2:00 p.m., Central Time, on Thursday, December 18,
2008, at the offices of FAF Advisors, Inc., 800 Nicollet Mall, Minneapolis,
Minnesota 55402, and at any adjournment or adjournments thereof.

The Soliciting Shareholder is soliciting a proxy to vote your shares
at the Meeting and at any and all adjournments or postponements of
the Meeting.

INTRODUCTION

This proxy statement and the enclosed [GREEN] proxy card are first being
sent to shareholders of each of the Funds on or about December 1, 2008,
for the following purposes:

1. To elect a Board of Directors for each Fund; and
2. To consider ratifying the selection of Ernst & Young LLP as the independent
registered public accounting firm of each Fund for the current fiscal
year, and
3. To approve a shareholder proposal which the Soliciting Shareholder
intends to present at the Meeting; and
4. To vote on such other business as may come before the Meeting
and any adjournment or postponement thereof.


With respect to these matters, the Soliciting Shareholder is
soliciting a proxy to vote your shares:

- -FOR the election of the individuals whom the Soliciting
Shareholder intends to nominate for election as Directors of each Fund.

- -ABSTAIN on ratifying the independent public accounting firm

- -FOR the shareholder proposal

1

How Proxies Will Be Voted

All of the proposals for a vote at the Meeting are included in the
enclosed [GREEN] proxy card.  If you wish to vote on any item,
you may do so by completing and returning a [GREEN] proxy card.

At least a majority of the Shares entitled to vote on a matter shall
constitute a quorum at a meeting of the shareholders - either in person or
by proxy. All returned proxies count toward a quorum, regardless of how
they are voted.  Any meeting of shareholders may be adjourned from time
to time by a majority of the votes properly cast upon the question of
adjourning a meeting to another date and time, whether or not a quorum
is present, and the meeting may be held as adjourned within a reasonable
time after the date set for the original meeting without further notice.
If a quorum is not obtained or if sufficient votes to approve any proposal
are not received for any Fund, the persons named as proxies may propose
one or more adjournments of the meeting for that Fund to permit further
solicitation of proxies.

If a quorum is present, a plurality of all votes cast at the meeting is
sufficient for the election of Directors, which means that the candidates
receiving the highest number of votes shall be elected. Abstentions and
broker non-votes will have no effect on the proposal to elect directors.
(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).  Regarding the other two
proposals, which require a majority of votes cast at the meeting, a
broker non-vote will have no effect and an abstention will have the
same effect as a vote against the proposal.

If you return a [GREEN] proxy card to the Soliciting Shareholder or its
agent, your shares will be voted on each matter as you indicate.  If
you do not indicate how your shares are to be voted on a matter, they
will be voted FOR the election of the nominees named in this proxy,
ABSTAIN regarding the ratification of independent public accountants,
and FOR the Shareholder Proposal that the Soliciting Shareholder intends
to present at the Meetings. If any other proposals are introduced at the
Meetings, proxies will be voted by the Soliciting Shareholder in
accordance with the best interests of the shareholders, in the sole
judgment and opinion of the Soliciting Shareholder.  If you return
a properly signed and dated[GREEN]proxy card, you will be granting
the persons named as proxies discretionary authority to vote on any
other matters of which they are not now aware that may come before
the Meetings.  These may include, among other things, matters
relating to the conduct of the Meetings and proposals of other
shareholders.

Voting Requirements

Only shareholders of record on the Record Date are entitled to vote
at the Meetings. According to the Funds' proxy dated November 5, 2008,
the Funds had the following issued and outstanding shares on the Record
Date:



AMERICAN STRATEGIC    AMERICAN STRATEGIC   AMERICAN STRATEGIC INCOME   AMERICAN SELECT
 INCOME PORTFOLIO    INCOME PORTFOLIO II         PORTFOLIO III             PORTFOLIO
- ------------------   -------------------   -------------------------   ---------------
                                                              
     4,231,331           15,985,741                21,356,023             10,662,195



If a quorum is not present for one or more of the Funds at the Meetings,
the persons named as proxies may propose one or more adjournments of the
Meeting to permit further solicitation of proxies.  The proxies may also
propose an adjournment for other reasons.  An adjournment may require
the affirmative vote of a majority of those shares present at the Meeting
in person or by proxy.  If such an adjournment of the Meeting is
proposed, the persons named as proxies on the [GREEN] proxy card will
vote for or against such adjournment in their discretion.

Revocation of Proxies

You may revoke any proxy you give to management or the Soliciting
Shareholder at any time prior to its exercise in the following ways:

2

Deliver a written revocation of your proxy to the Secretary of the
Fund;

Execute and deliver a later dated proxy to the Soliciting
Shareholder or to the Fund or our respective agents; or

Vote in person at the Meeting.  (Attendance at the Meeting will not
in and of itself revoke a proxy.)

There is no limit on the number of times you may revoke your proxy
prior to the Meeting.  Only the latest dated, properly signed proxy
card will be counted.

INFORMATION CONCERNING THE SOLICITING SHAREHOLDER

The address of the Soliciting Shareholder is One West Pack Square,
Suite 1650, Asheville, NC  28801.

As of the Record Date, the Soliciting Shareholder held the
following beneficial ownership of shares of each Fund:

            ASP         BSP          CSP          SLA

Shares      301         301          301          301

Following is a schedule showing the purchases and sales of Common
Stock of each of the Funds by the Soliciting Shareholder within
the past two years.

ASP
                     Date                 Number of Shares Purchased
                    12/1/06                        300
                    3/9/07                           1

BSP
                     Date                 Number of Shares Purchased
                    3/9/07                         300
                    3/9/07                           1

CSP
                     Date                 Number of Shares Purchased
                    3/9/07                         300
                    3/9/07                           1

SLA
                     Date                 Number of Shares Purchased
                    12/1/06                        300
                     3/9/07                          1

The Soliciting Shareholder has made the decision to give shareholders
a choice regarding the members of the Board of Directors. In the Soliciting
Shareholder's opinion, shareholders are not being well served by actions of
the current Board.

There are no contracts, arrangements, or understandings of any kind
between the Soliciting Shareholder and any other person with respect
to how shares of the Fund owned by that person might be voted.

3

REASONS FOR THE SOLICITATION

For years, Fund records show that each Fund's shares have traded at a discount,
often in the double-digits, to its net asset value per share ("NAV").
When trading at a discount to NAV, other closed-end funds have taken a
variety of steps to address this situation, including, for example,
tender offers, share repurchases, and/or managed distribution policies.

Since 2005, where the Funds have traded at double-digit discounts, the
Board could have overseen open-market share repurchases.  These
could, for example, have given multiple benefits to shareholders by providing
liquidity in the market and by boosting NAV performance at the same
time.  If that had not helped to reduce the significant discount to NAV,
the Board could have authorized tender offers for some or all of the
Funds' shares at NAV. Neither these nor other effective actions were
taken by the Board.

The purpose of this proxy is to solicit your vote to elect Gary A. Bentz, W.
Louis Bissette, Jr., Ralph W. Bradshaw, William A. Clark, Peter J. Fontaine,
George M. Gabler, Scott B. Rogers, Andrew A. Strauss, and Robert L. Sulaski
as Directors of each Fund.

I believe that the election of Messrs. Bentz, Bissette, Jr., Bradshaw,
Clark, Fontaine, Gabler, Rogers, Strauss, and Sulaski as Directors will
provide shareholders with independent voices on important matters
affecting each of the Funds.  With backgrounds in real estate, law,
business, and fund operations,they will provide knowledge and experience
in dealing with issues that are important to each Fund and its
shareholders.  Their election will give the Board new perspective
and may help assure that measures intended to benefit shareholders
are more actively considered.

The Soliciting Shareholder believes that each Fund and its shareholders
can and should be better served and advocates two initiatives to change
each Fund's operation.  These initiatives are:

- -changing each Fund's investment objective to seek capital
appreciation with current income as a secondary objective; and

- -initiating an aggressive managed distribution policy
("Aggressive Managed Distribution Policy")

Changing the investment objective would enable the investment advisor to
focus on total return.  Though it would continue to allow each Fund to
hold fixed-income securities, this fundamental shift in focus would
expand the possibilities for investment performance.  Changing the
investment objective may lead to significant turnover in each Fund's
portfolio, possibly resulting in substantial tax consequences to the
Fund's shareholders.

Over the long run, it has been the case that a well-managed,
diversified equity portfolio provides the best risk/reward
characteristics for many investors. Long-term equity returns are
generally higher than those for fixed income or balanced programs,
and favorable tax treatment on capital gains makes the net returns
even more desirable for taxable investors. However, the distributions
from conventional equity funds are usually sporadic, since dividend
income is relatively low, and the realization of capital gains is
unpredictable. Many investors are willing to accept the asset
volatility inherent in a well managed equity portfolio, but would
prefer to have a predictable and stable cash flow as well, for
reinvestment or other purposes.

In this regard, the Soliciting Shareholder contemplates an Aggressive
Managed Distribution Policy where shareholders would receive a regular,
but not assured, periodic cash payment. Under this policy, each Fund
would make continuous level monthly distributions.

These level monthly distributions would initially represent approximately
15% of the net assets of each Fund on an annualized basis, but would be
subject to the Board's right to suspend, modify or terminate the
Aggressive Managed Distribution Policy at any time. If the distribution
rate is higher than the total net long-term rate of return for a fund,
the Aggressive Managed Distribution Policy may erode the value of the
funds's shares.  There is, and can be, no assurance that an Aggressive
Managed Distribution Policy will close each Fund's discount or, if this
does occur, that it will persist over a longer term. While shares of
several closed-end funds with aggressive managed distribution policies
trade at a discount to NAV, shares of several closed-end funds which
have effectively employed a similar aggressive managed distribution
policy have also traded at a premium to their NAV. Return-of-capital
can have negative tax consequences for a fund's shareholders. To the
extent that return-of-capital is paid to shareholders, it would reduce
net asset value of the fund shares accordingly.  To maintain the
Aggressive Managed Distribution Policy, the Fund from time to time
may

4

choose to sell portfolio securities at a loss.  There is no
assurance that the funds would trade at a premium or, if they traded at
a premium, that a premium would persist for a substantial period
of time if the Aggressive Managed Distribution Policy were adopted.

These distributions would not be tied to income or capital gains and it is
likely that much of the distribution in a given year could be classified for
tax purposes as a return-of-capital.  If the source of some or all of the
distribution were the original capital contribution of the shareholder, and
therefore a portion of the payment amounted to a return-of-capital, the
Fund would be required to provide written disclosure to that effect.
To the extent that these distributions exceed the current earnings
of a given Fund, the balance would be generated from sales of portfolio
securities held by the Fund, which would either be short-term or
long-term capital gains or a return-of-capital. To the extent these
distributions are not represented by net investment income and capital
gains, they would not represent yield or investment return on the Fund's
investment portfolio but rather a return-of-capital.  The Fund's
asset coverage requirements may necessitate that the Fund modify or
terminate the Aggressive Managed Distribution Policy at some point
in the future.

Adoption of an Aggressive Managed Distribution Policy places restrictions on
portfolio activities and requires additional monitoring and management skills.
It is unknown whether or not each Fund's current investment adviser would be
willing to continue providing investment advisory services to that Fund with
the contemplated Aggressive Managed Distribution Policy in place.  If the
Fund's current adviser were unwilling to continue its advisory services,
it would result in additional costs to Fund shareholders.

The long-term Aggressive Managed Distribution Policy would likely
require exemptive relief at some point in the future from the Securities
and Exchange Commission ("SEC")regarding relevant regulatory limitations
on multiple capital gains distributions.  Appropriate disclosure will be
provided if the Aggressive Managed Distribution Policy is adopted for a
given Fund. It is likely that an Aggressive Managed Distribution Policy
could be initiated soon after deliberation and action by the Board but,
because of the limited amount of publicly available information
concerning the financial position and ongoing portfolio activities
of each Fund, it is unclear if, or how long, the contemplated
Aggressive Managed Distribution Policy might be operated without
modification being required.

This type of exemptive relief had been granted to numerous closed-end
funds in the past until consideration by the SEC was suspended some years
ago.  Recently, the SEC has granted this type of exemptive relief to
several funds.

There can be no assurance that a given Fund would obtain such exemptive
relief from the SEC within a certain time, if ever, or, if relief is
granted, that it would not require modification of any managed
distribution policy that might be proposed or in place.  Exemptive
relief orders are subject to a number of conditions that would
require a Fund's compliance.  With or without exemptive relief, it
is likely that from time-to-time atleast part of the distributions
could be classified for tax purposes as a return-of-capital.

Though the Board could decide in the future to appoint as investment adviser,
or make a proposal that would have the effect of changing the investment
adviser to, Cornerstone Advisors, Inc., an advisory firm of which the
Solicting Shareholder is an owner, or another adviser, the Soliciting
Shareholder is not aware of a current intention by the Board to terminate
any Fund's relationship with its existing investment adviser or other
service providers. Any appointment of a new investment adviser would
separately require that shareholders approve the investment advisory
contract with that new adviser.  It is unknown whether or not the
current investment adviser would decide to continue service to the
Fund under a Board that would include the Soliciting Shareholder's
nominees.

Shareholders may be concerned about the risk that the discount to
NAV for Fund shares might temporarily widen from present levels if
proposed changes were made.  If the Soliciting Shareholder is elected to the
Board and shares of a given Fund do not trade at a premium, the Soliciting
Shareholder commits to present to the Board by September 30, 2009, a proposal
to provide to shareholders an option to receive NAV for their shares.  This
proposal might include, for example, a repurchase offer, an open-ending, a
liquidation, or a merger.  Implementation of certain Board proposals may
require shareholder approval, and no assurance can be given that such approval
will be obtained.  Depending on the proposal made, there may be tax
consequences to shareholders.  Some Board proposals, such as liquidation,
repurchase offers, or open-market repurchases of Fund shares, would not
require shareholder approval. The cost of implementing these proposals, which
would be borne indirectly by shareholders, could be substantial.

If you share these goals, I urge you to vote, using the enclosed
[GREEN] proxy card.

5

CERTAIN CONSIDERATIONS

In deciding whether to give the Soliciting Shareholder your proxy,
you should consider the following information.

Even if one or more of these nominees are elected, there can be no
assurance that the full Board of Directors will take any actions
that any individual may advocate or that such actions, if taken,
will achieve their intended goals.

Implementation of certain Board proposals may require shareholder
approval, and no assurance can be given that such approval will be
obtained.  Some Board proposals would not require shareholder approval.
In addition, various costs, which would be borne indirectly
by shareholders, may be associated with certain actions, including but
not limited to those associated with holding a special meeting of
shareholders.

Changing the investment objective may require that the name of a Fund
also be changed.

Proposal 1 - ELECTION OF DIRECTORS

At the Meetings, shareholders will have the opportunity to elect nine
individuals as Directors of each of the Funds.

The Soliciting Shareholder intends to nominate Gary A. Bentz, W. Louis
Bissette, Jr., Ralph W. Bradshaw, William A. Clark, Peter J. Fontaine,
George M. Gabler, Scott B. Rogers, Andrew A. Strauss, and Robert L.
Sulaski for election as Directors to fulfill these positions.

For purposes of this proxy, the address for each nominee is: c/o Ralph
W. Bradshaw, One West Pack Square, Suite 1650, Asheville, NC 28801.
Information about the nominees is as follows:


                                       DIRECTORSHIPS HELD BY
PRINCIPAL OCCUPATION OVER              NOMINEE FOR DIRECTOR
PAST 5 YEARS                           OUTSIDE OF FUND COMPLEX*
AND DATE OF BIRTH

Gary A. Bentz
DOB June 1956
   			                 None
Chairman and CFO, Cornerstone Advisors,
Inc.; C.P.A.; Financial Consultant

W. Louis Bissette, Jr.
DOB September 1943
   			                 None
Attorney and President, McGuire,
Wood & Bissette, P.A.

6

                                       DIRECTORSHIPS HELD BY
PRINCIPAL OCCUPATION OVER              NOMINEE FOR DIRECTOR
PAST 5 YEARS                           OUTSIDE OF FUND COMPLEX*
AND DATE OF BIRTH

Ralph W. Bradshaw
DOB December 1950

President, Cornerstone Advisors,        Director of Cornerstone Strategic
Inc.; Financial Consultant              Value Fund, Inc. and Cornerstone Total
                                        Return Fund, Inc.; Trustee of
                                        Cornerstone Progressive Return Fund

William A. Clark
DOB October 1945
   			                 None
Vice-President, Cornerstone Advisors,
Inc.; Financial Consultant

Peter J. Fontaine
DOB December 1953
   			                 None
Manager, PJF Investments, LLC
Investment Group

George M. Gabler
DOB November 1954
   			                 None
C.P.A., GablerMolis & Company, P.A.

7

                                      DIRECTORSHIPS HELD BY
PRINCIPAL OCCUPATION OVER              NOMINEE FOR DIRECTOR
PAST 5 YEARS                           OUTSIDE OF FUND COMPLEX*
AND DATE OF BIRTH

Scott B. Rogers
DOB July 1955

Chairman, Board of Health Partners,     Director of Cornerstone Strategic
Inc.; CEO Asheville Buncombe Community  Value Fund, Inc. and Cornerstone Total
Christian Ministry; President, ABCCM    Return Fund, Inc.; Trustee of
Doctor's Medical Clinic                 Cornerstone Progressive Return Fund

Andrew A. Strauss
DOB November 1953

Attorney and senior member of           Director of Cornerstone
Strauss & Associates, P.A.;             Strategic Value Fund, Inc.
previous President of                   and Cornerstone Total Return
White Knight Healthcare, Inc.           Fund, Inc.; Trustee of
and LMV Leasing, Inc., a wholly         Cornerstone Progressive Return Fund
owned subsidiary of Xerox Credit
Corporation;


Robert L. Sulaski
DOB October 1962

Manager, Longmeadow Homes, LLC (2005    None
to present), a homebuilding company;
Vice President, Biltmore Farms, Inc.
(1997-2005), a real-estate
development company

8

          *Upon election as Directors, the Nominees would not
oversee any other registered investment company within the
Funds' family of investment companies other than the Funds.

As of the Record Date, the dollar range of Common Shares
beneficially owned by each Nominee is as follows:


                                                 Aggregate Dollar Range of
                                                 Equity Securities in All Funds
                        Dollar Range of Equity   to be Overseen by Nominee in
                        Securities in each       the Funds' Family of
   Name of Nominee           of the Funds         Investment Companies*
- ----------------------  ------------------------  ------------------------------

Gary A. Bentz                 None                         None

W. Louis Bissette, Jr.        None                         None

Ralph W. Bradshaw           ASP - $1-$10,000       $10,001-$50,000
                            BSP - $1-$10,000
                            CSP - $1-$10,000
                            SLA - $1-$10,000

William A. Clark              None                         None

Peter J. Fontaine             None                         None

George M. Gabler              None                         None

Scott B. Rogers               None                         None

Andrew A. Strauss             None                         None

Robert L. Sulaski             None                         None


         *Upon election as Directors, the nominees would not
oversee any other registered investment company within the
Funds' family of investment companies other than the Funds.

Bentz, Clark, Rogers, Strauss, and I have served individually or
together on the Boards of closed-end funds.  All of these
nominees will work to lead in serving the best interests of
each fund and its shareholders.  In situations where one or more
of these nominees served as a director on other closed-end funds,
shareholders have been given opportunities to vote on a variety
of proposals, including for example, open-ending, liquidation,
merger,and modifying the investment focus. Sometimes the investment
adviser

9

chose to stay, sometimes they chose to leave, and sometimes
they were replaced.  Some proposals were initiated by the
Boards and some by shareholders, some passed and some did not.
Many of these required the approval of a majority of shares
outstanding.  Regardless, these five individuals sought the
will of the majority and followed it.  For several years, these
directors were proactive in introducing managed distribution
policies, that were both aggressive and innovative, in part to
address discount problems.  There are no assurances that if these
nominees are elected, the Fund would trade at a premium to NAV or
that the discount to NAV would be eliminated.

Shareholders may be concerned about the risk that the discount to
NAV for Fund shares might temporarily widen from present levels if
proposed changes were made.  If the Soliciting Shareholder is elected
to the Board and shares of the Fund do not trade at a premium, the
Soliciting Shareholder commits to present to the Board by September 30,
2009, a proposal to provide to shareholders an option to receive NAV
for their shares, as previously described.

Other than fees that may be payable by each Fund to its directors, the
nominees named above have no arrangement or understanding with any
person with respect to any future employment or any direct or indirect
business relationship by or with any of the Funds or any affiliate
of the Funds.

The persons named as proxies in the enclosed [GREEN] proxy card intend,
in the absence of contrary instructions, to vote all proxies they are
entitled to vote FOR the election of the nominees named above.

Extensive information about the nominees has been presented to the
Funds for review and each nominee has consented to stand for
election and to serve if elected.  If any is unable to serve, an
event not now anticipated, the proxies will be voted for such
other person, if any, designated by the Soliciting Shareholder.

Information regarding the persons now serving as directors and officers
of the Funds, and additional information regarding the Funds, are
contained in the Funds' proxy statement.

The Soliciting Shareholder recommends that shareholders vote FOR the
election of Gary A. Bentz, W. Louis Bissette, Jr., Ralph W. Bradshaw,
William A. Clark, Peter J. Fontaine, George M. Gabler, Scott B. Rogers,
Andrew A. Strauss, and Robert L. Sulaski as Directors.

Proposal 2 -  INDEPENDENT PUBLIC ACCOUNTING FIRM

     Once an indepenent public accounting firm has been ratified by the
shareholders, the Investment Company Act of 1940 does not require that
they be approved annually.  The Soliciting Shareholder has not taken a
position on the suitability of Ernst & Young for the Funds and, therefore,
would vote ABSTAIN.


Proposal 3 - SHAREHOLDER PROPOSAL

The Funds were notified of the intention of the Soliciting Shareholder to
solicit proxies regarding and to bring the following Proposal 3 before
the Meetings.

     Proposal 3 - The stockholders recommend to the Board that the Fund
conduct a  meaningful tender offer for shares of the Fund within the
first three months of calendar year 2009.

The Fund's shares have long traded at a discount to the Fund's NAV and
in recent months this discount has widened.  Effective
steps have not been taken by the Board or the investment adviser to
eliminate this discount problem.  Conducting a meaningful tender offer
would provide liquidity for stockholders and may help to solve the
discount problem.  Though not recommending a specific level, it is
envisioned that a meaningful tender offer would represent greater
than ten percent of the assets of the Fund and that all shareholders
would be able to participate. If the tender offer were oversubscribed,
shareholders who have tendered shares should participate on a pro-rata
basis.  A tender offer may be affected by a liquidity policy that may
be in place.  In order to repurchase shares, the Fund may

10

need to sell
portfolio securities at a time and/or price which it would not otherwise
choose.  Repurchase of shares may be a taxable event to the shareholder
and so a shareholder should consult their tax advisor before tendering
shares.

Proposal 3 is a recommendation of the stockholders to each Board and,
as such, is advisory.  In the opinion of the Soliciting Shareholder,
this proposal is in the best interest of each Fund and its stockholders.
It is believed that Proposal 3 will help maximize shareholder value.
Regardless of the voting results, the Board may or may not choose to
act on this proposal and, if it does, the Board will use its judgment
on expanding the size or frequency of future tender offers.

The Soliciting Shareholder recommends that shareholders vote FOR
Proposal 3.


PRINCIPAL HOLDERS OF VOTING SECURITIES


The Funds' proxy discloses that to the knowledge of the Funds, as
of the record date, the following persons owned of record or
beneficially more than 5% of the outstanding voting shares of
any of the Funds:



                            NAME AND ADDRESS OF BENEFICIAL    NUMBER OF SHARES OF   PERCENTAGE OWNERSHIP OF
FUND                                     OWNER                    COMMON STOCK            COMMON STOCK
- -------------------------   -------------------------------   -------------------   -----------------------
                                                                           
American Strategic Income   Sit Investment Associates, Inc.        2,111,563*                 49.90%
Portfolio                   and affiliated entities
                            ("Sit Investment Associates")
                            4600 Wells Fargo Center
                            Minneapolis, MN
American Strategic Income   Sit Investment Associates              6,974,483*                 43.63%
Portfolio II
American Strategic Income   Sit Investment Associates              6,135,725*                 28.73%
Portfolio III
American Select Portfolio   Sit Investment Associates              3,557,840*                 33.37%


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


The Soliciting Shareholder knows of no other person who owned of record
or beneficially more than 5% of the outstanding shares of any Fund that
is not disclosed either above or in the Funds' proxy statement.

11

THE SOLICITATION

Ralph W. Bradshaw, the Soliciting Shareholder, is making this
solicitation.

Banks, brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward this proxy statement and the enclosed
[GREEN] proxy card to the beneficial owners of shares
for whom they hold shares of record.  The Soliciting Shareholder will
reimburse these organizations for their reasonable out-of-pocket
expenses.

The Soliciting Shareholder will bear all of the fees and expenses
related to this proxy solicitation.  The amount of these costs is
expected to be approximately $10,000.  The Soliciting Shareholder
will not seek reimbursement of these costs from the Funds.

Proxy solicitation will be made primarily by mail, but such
solicitation may also be made by telephone or personal interviews
conducted by the Soliciting Shareholder, by those named as proxyholders
in this statement, or by other representatives of the Soliciting
Shareholder.

The Soliciting Shareholder is not and, within the past year, has not
been a party to any contract, arrangement or understanding with any
person with respect to any securities of the Funds.  In addition, there
is no arrangement or understanding involving the Soliciting Shareholder
that relates to future employment by the Funds or any future transaction
with the Funds. Finally, neither the Soliciting Shareholder nor, to his
knowledge, any of his associates have any arrangement or understanding
with any person with respect to the future employment by the Funds.

If you have any questions concerning this proxy solicitation or the
procedures to be followed to execute and deliver a proxy, please
contact the Soliciting Shareholder at 828-210-8184.


ADDITIONAL PROPOSALS

The Soliciting Shareholder knows of no business that will be presented
for consideration at the Meetings other than that set forth in this
proxy statement and in the Funds' proxy statement.  If any other
matters are properly presented for consideration at the Meetings, it is
the intention of each of the persons named as proxies on the enclosed
[GREEN] proxy card to vote in accordance with his own best judgment on
such matters.

The date by which a shareholder must submit a proposal to be presented
at the next Annual Meeting of Shareholders is set forth in the Funds'
proxy statement.

Dated: December 1, 2008


12


[PROXY CARD]


                                PROXY CARD

                     PROXY SOLICITED IN OPPOSITION
                      TO THE BOARD OF DIRECTORS OF

                  AMERICAN STRATEGIC INCOME PORTFOLIO INC. II

                       BY RALPH W. BRADSHAW,
                          A SHAREHOLDER OF
                           THE FUND

         ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 18, 2008


The undersigned shareholder(s) of shares of American Select Portfolio
Inc. (the "Fund") hereby appoints Ralph W. Bradshaw (the "Soliciting
Shareholder") and Gary A. Bentz, and each of them, as the
undersigned's proxies,("Proxyholders"), with full power of
substitution, to attend the Annual Meeting of Shareholders and to
vote all Common Shares of the Fund which the undersigned is
entitled to vote at the Annual Meeting of Shareholders which will be
held at 2:00 p.m., Central Time, on Thursday, December 18,
2008, at the offices of FAF Advisors, Inc., 800 Nicollet Mall, Minneapolis,
Minnesota 55402, and at any adjournment or adjournments thereof.

Properly executed proxies will be voted (or the vote on such matters
may be withheld on specific matters) in accordance with instructions appearing
on the proxy. Please refer to the Proxy Statement for a discussion of the
proposals.

(INSTRUCTIONS:  Mark votes by placing an "x" in the appropriate [ ].)


1.  Election of Directors - To elect Gary A. Bentz, W. Louis Bissette, Jr.,
Ralph W. Bradshaw, William A. Clark, Peter J. Fontaine, George M. Gabler,
Scott B. Rogers, Andrew A. Strauss, and Robert L. Sulaski as Directors
of the Fund.

Gary A. Bentz               FOR THE NOMINEE  [   ]      WITHHOLD  [   ]

W. Louis Bissette, Jr.,     FOR THE NOMINEE  [   ]      WITHHOLD  [   ]

Ralph W. Bradshaw            FOR THE NOMINEE  [   ]      WITHHOLD  [   ]

William A. Clark            FOR THE NOMINEE  [   ]      WITHHOLD  [   ]

Peter J. Fontaine         FOR THE NOMINEE  [   ]      WITHHOLD  [   ]

George M. Gabler            FOR THE NOMINEE  [   ]      WITHHOLD  [   ]

Scott B. Rogers            FOR THE NOMINEE  [   ]      WITHHOLD  [   ]

Andrew A. Strauss           FOR THE NOMINEE  [   ]      WITHHOLD  [   ]

Robert L. Sulaski            FOR THE NOMINEE  [   ]      WITHHOLD  [   ]


THE SOLICITING SHAREHOLDER URGES YOU TO VOTE FOR THE ELECTION OF THESE
NOMINEES

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

FOR [ ]          AGAINST [ ]            ABSTAIN [ ]

THE SOLICITING SHAREHOLDER WILL VOTE ABSTAIN ON THIS PROPOSAL

3.  The stockholders recommend to the Board that the Fund conduct a
    meaningful tender offer for shares of the Fund within the first three
    months of calendar year 2009.


FOR [ ]          AGAINST [ ]            ABSTAIN [ ]

THE SOLICITING SHAREHOLDER URGES YOU TO VOTE FOR THIS SHAREHOLDER PROPOSAL


4.  To vote and otherwise represent the undersigned on any other matter
    that may properly come before the meeting or any adjournment or
    postponement thereof in the discretion of the proxy holder.

FOR [ ]          AGAINST [ ]            ABSTAIN [ ]

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT DATED
DECEMBER 1, 2008 OF RALPH W. BRADSHAW AND THE UNDERSIGNED HEREBY REVOKES ANY
PROXY HERETOFORE EXECUTED BY THE UNDERSIGNED RELATING TO THE SUBJECT MATTER
HEREOF AND CONFIRMS ALL THAT THE PROXIES MAY LAWFULLY DO BY VIRTUE
HEREOF.


(IMPORTANT - PLEASE SIGN, PRINT NAME, AND FILL IN DATE AND NUMBER OF SHARES)
This proxy card is provided by Ralph W. Bradshaw, a shareholder of the Fund.
Please sign exactly as your name appears hereon or on proxy cards previously
sent to you.  When shares are held by joint tenants, both should sign.  When
signing as an attorney, executor, administrator, trustee or guardian, please
give full title as such.  If a corporation, please sign in full corporate
name by the President or other duly authorized officer.  If a partnership,
please sign in partnership name by authorized person.


SIGNATURE(S)_____________________________________________Dated:____________

PRINT NAME _____________________________________________NUMBER OF SHARES ___

Please sign as registered and return promptly in the enclosed envelope.
Executors, trustees and other signing in a representative capacity
should include their names and the capacity in which they sign.