SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |_| Definitive Proxy Statement |X| Definitive Additional Materials |_| Soliciting Material Pursuant toss.240.14a-12 EXCELSIOR INCOME SHARES, INC. ----------------------------- (Name of Registrant as Specified In Its Charter) ------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required. |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: Common Stock, par value $.01 per share (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: [LOGO] EXCELSIOR INCOME SHARES, INC. D/B/A EIS FUND 114 West 47th Street New York, NY 10036 10/3/01 Dear Shareholder: Enclosed is a reprint of a recent Investment News article about Ralph Bradshaw. Mr. Bradshaw, who owns 501 shares of EIS Fund, has been soliciting the shareholders of our Fund to vote on a green proxy card for a dissident slate he has chosen. Our Board of Directors has repeatedly expressed its concern regarding Mr. Bradshaw's motives and its doubts about his ability to successfully run your Fund. We believe that the information contained in the enclosed article provides further justification for and clarifies the basis of these concerns. The Board continues to urge all shareholders to discard Bradshaw's proxy card and vote on the WHITE proxy card for the current board. If you need assistance, or have any questions regarding the proposals or how to vote your shares, please call EIS Fund at 1-800-840-1208 or Georgeson Shareholder Communications, Inc., the Fund's proxy solicitor, at 1-800-223-2064. Thank you. Your Board of Directors