Edgar Filing: EIS FUND INC

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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant toss.240.14a-11(c) orss.240.14a-12

EIS FUND, INC.
--------------
Name of Registrant as Specified In Its Charter

N/A
Name of Person(s) Filing Proxy Statement if other than the Registrant

[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:

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2) Aggregate number of securities to which transaction applies:

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computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):

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5) Total fee paid:

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[ ] 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 such offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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EIS FUND, INC.
383 Madison Avenue
New York, New York 10179
-----------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Thursday, April 18, 2002
----------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of EIS Fund, Inc., (f/k/a Excelsior Income Shares, Inc.), a New York
corporation (the "Fund"), will be held at the executive offices of Bear Stearns
Funds Management Inc., 383 Madison Avenue, 13th Floor, Conference Room 301, New
York, New York 10179 on Thursday, April 18, 2002 at 10:00 a.m. for the following
purposes:

1. To elect five directors to hold office until the year 2003 Annual
Meeting of Shareholders (Proposal No. 1);

2. To ratify the selection of Tait, Weller & Baker as the Fund's
independent accountants for the year ending December 31, 2002 (Proposal
No. 2); and

3. To consider and vote upon such other matters as may properly come
before said Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on March 8, 2002
as the record date for the determination of shareholders entitled to notice of,
and to vote at this Meeting or any adjournment thereof. The stock transfer books
will not be closed.

Copies of the Fund's most recent annual report may be ordered free of
charge to any shareholder by writing to the Fund at c/o Bear Stearns Funds
Management Inc., 383 Madison Avenue, 23rd Floor, New York, New York 10179, or by
calling collect (212) 272-2093.

By Order of the Board of Directors

Thomas R. Westle, Secretary

Dated: March 25, 2002

UNLESS YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE, SIGN AND
MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED REPLY ENVELOPE. YOUR PROMPT
RESPONSE WILL ASSURE A QUORUM AT THE MEETING.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund involved in
validating your vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.

3. Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration.
For example:

REGISTRATION

CORPORATE ACCOUNTS VALID SIGNATURE
------------------ ---------------

(1) ABC Corp................................ABC Corp. (by John Doe, Treasurer)
(2) ABC Corp................................John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer.................John Doe
(4) ABC Corp. Profit Sharing Plan...........John Doe, Trustee

TRUST ACCOUNTS

(1) ABC Trust...............................Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d/ 12/28/78.........................Jane B. Doe

CUSTODIAL OR ESTATE ACCOUNTS

(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA...........John B. Smith
(2) John B. Smith...........................John B. Smith, Jr., Executor

EIS FUND, INC.
(F/K/A EXCELSIOR INCOME SHARES, INC.)
383 Madison Avenue
New York, New York 10179
-------------------------------

PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
to be held on Thursday, April 18, 2002

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

GENERAL

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of EIS Fund, Inc. (f/k/a Excelsior Income
Shares, Inc.), a New York corporation (the "Fund") for use at the Annual Meeting
of Shareholders for the year 2002 (the "Meeting") to be held at the executive
offices of Bear Stearns Funds Management Inc., 383 Madison Avenue, 13th Floor,
Conference Room 301, New York, New York 10179 on Thursday, April 18, 2002, at
10:00 a.m., New York time, and at any and all adjournments thereof. A form of
proxy is enclosed herewith. This Proxy Statement and the accompanying form of
proxy are being first mailed to Shareholders on or about March 25, 2002.

Any stockholder who executes and delivers a proxy may revoke it by
written communication to the Secretary of the Fund at any time prior to its use
or by voting in person at the Meeting. Unrevoked proxies will be voted in
accordance with the specifications thereon and, unless specified to the
contrary, will be voted FOR the election of Messrs. Ralph W. Bradshaw, Gary A.
Bentz, Andrew A. Strauss, Glenn W. Wilcox, Sr. and Scott B. Rogers as the
nominees for Director and FOR the ratification of the selection of Tait, Weller
& Baker as the independent accountants of the Fund for the year ending December
31, 2002.

In general, abstentions and broker non-votes, as defined below, count
for purposes of obtaining a quorum but do not count as votes cast with respect
to any proposal where the broker does not have discretion. With respect to a
proposal requiring the affirmative vote of a majority of the Fund's outstanding
shares of common stock, the effect of abstentions and broker non-votes is the
same as a vote against such proposal. Otherwise, abstentions and broker
non-votes have no effect on the outcome of a proposal. A broker non-vote is a
proxy from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
on a particular matter with respect to which the broker or nominee does not have
discretionary voting power.

At least 51% of the Fund's shareholders must be present at the Meeting
in person or by proxy to constitute a quorum for the transaction of business by
the Fund. In the event that a quorum is not present at the Meeting, the persons
named as proxies may propose one or more adjournments of the Meeting from time
to time. Any such adjournment will require the affirmative vote of a majority of
those shares represented at the Meeting in person or by proxy. The persons named
as proxies will vote those proxies which they are entitled to vote FOR or
AGAINST any such proposal in their discretion.

The cost of soliciting the proxies will be borne by the Fund. Proxy
solicitations will be made primarily by mail, but solicitations may also be made
by telephone, telegraph or personal interviews conducted by officers or
employees of the Fund or Bear Stearns Funds Management Inc., the administrator
to the Fund (the "Administrator").

Only holders of issued and outstanding shares of the Fund's common
stock of record at the close of business on March 8, 2002 are entitled to notice
of, and to vote at, the Meeting. Each such holder is entitled to one vote per
share of common stock so held. The number of shares of common stock outstanding
on March 8, 2002 was 2,161,091. The Fund is a closed-end, diversified management
investment company.

Copies of the Fund's most recent annual report may be ordered free of
charge to any stockholder by writing to the Fund at c/o Bear Stearns Funds
Management Inc., 383 Madison Avenue, New York, New York 10179, or by telephone
by calling the Fund collect at (212) 272-2093. This report is not to be regarded
as proxy-soliciting material.

This Proxy Statement is first being mailed to Shareholders on or about
March 25, 2002.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The current Board of Directors currently consists of five members.

At the Meeting, Shareholders will be asked to elect five directors to
hold office until the year 2003 Annual Meeting of Shareholders or thereafter
until each of their respective successors is duly elected and qualified.

At the Meeting, Shareholders will be asked to vote for the election of
Messrs. Ralph W. Bradshaw, Gary A. Bentz, Andrew A. Strauss, Glenn W. Wilcox,
Sr. and Scott B. Rogers as directors to serve until the year 2003 Annual Meeting
of Shareholders or thereafter until each of their successors is duly elected and
qualified. If elected, each nominee has consented to serve as a director of the
Fund until his successor is duly elected and qualified.

The persons named in the accompanying form of proxy intend to vote at
the Meeting (unless directed not to vote) FOR the election of Messrs. Ralph W.
Bradshaw, Gary A. Bentz, Andrew A. Strauss, Glenn W. Wilcox, Sr. and Scott B.
Rogers. Each nominee has indicated that he will serve if elected, and the Board
of Directors has no reason to believe that any of the nominees named above will
become unavailable for election as a director, but if any nominee should be
unable to serve, the proxy will be voted for any other person determined by the
persons named in the proxy in accordance with their judgment.

The following table sets forth the names, addresses, ages and principal
occupations of each of the nominees for election as Directors:

NOMINEES

Term of Directorships held by
Name, Address Position(s) Office Principal Occupation Nominee for Director
and Age with Fund Since during past 5 years outside of Fund Complex*
------- --------- ----- ------------------- ------------------------

NON-INDEPENDENT NOMINEES:

Ralph W. Bradshaw (51)** Chairman of 2001 President of Cornerstone Director of The Austria
One West Pack Square the Board Advisors, Inc.; President Fund, Inc., The
Suite 1650 and of The Cornerstone SmallCap Fund, Inc.,
Asheville, NC 28801 President Strategic Return Fund, Progressive Return
Inc., Cornerstone Fund, Inc., The
Strategic Value Fund, Inc. Cornerstone Strategic
and Progressive Return Return Fund, Inc. and
Fund, Inc.; Vice Cornerstone Strategic
President, Deep Discount Value Fund, Inc.
Advisors, Inc. (1993-1999).

Gary A. Bentz** (45) Vice 2001 Chief Financial Officer of Director of The Austria
One West Pack Square President, Cornerstone Advisors, Fund, Inc.
Suite 1650 Treasurer Inc., Vice President and
Asheville, NC 28801 and Director Treasurer of Progressive
Return Fund, Inc.,
Cornerstone Strategic
Value Fund, Inc. and The
Cornerstone Strategic
Return Fund, Inc.; Chief
Financial Officer of Deep
Discount Advisors, Inc.
(1993-2000).
INDEPENDENT NOMINEES:

Andrew A. Strauss (48) Director 2001 Attorney and senior member Director of Progressive
77 Central Avenue of Strauss & Associates, Return Fund, Inc., The
Suite F P.A., Attorneys, Asheville Cornerstone Strategic
Asheville, NC 28801 and Hendersonville, N.C.; Return Fund, Inc.,
previous President of Cornerstone Strategic
White Knight Healthcare, Value Fund, Inc.,
Inc. and LMV Leasing, Memorial Mission
Inc., a wholly owned Hospital Foundation and
subsidiary of Xerox Credit Deerfield Episcopal
Corporation. Retirement Community.

INDEPENDENT NOMINEES CONTINUED:
Glenn W. Wilcox, Sr. (70) Director 2001 Chairman of the Board and Director of The
One West Pack Square Chief Executive Officer of Cornerstone Strategic
Suite 1700 Wilcox Travel Agency. Return Fund, Inc.,
Asheville, NC 28801 Progressive Return
Fund, Inc., Cornerstone
Strategic Value Fund,
Inc. and Wachovia
Corp.; Board Trustee
and Chairman of
Appalachian State
University; and Board
Trustee and Director,
Mars Hill College; and
Director, Champion
Industries, Inc.;
Chairman, Tower
Associates, Inc. (a
real estate venture).

Scott B. Rogers (46) Director 2001 Chief Executive Officer, Director of Progressive
30 Cumberland Ave. Asheville Buncombe Return Fund, Inc., The
Asheville, NC 28801 Community Christian Cornerstone Strategic
Ministry; and President, Return Fund, Inc.,
ABCCM Doctor's Medical Cornerstone Strategic
Clinic; Appointee, NC Value Fund, Inc. and
Governor's Commission on A-B Vision Board;
Welfare to Work. Chairman and Director,
Recycling Unlimited and
Interdenominational
Ministerial Alliance;
and Director,
Southeastern
Jurisdiction Urban
Networkers.

------------
* None of the Nominees for Director served on any other fund managed by
U.S. Trust during the calendar year ended December 31, 2001.
** Messrs. Bradshaw and Bentz are "interested persons" as defined in the
Investment Company Act of 1940 ("Investment Company Act") because they
are directors, officers and each a 50% shareholder in Cornerstone
Advisors, Inc., the Fund's investment manager as of January 2, 2002.

The following table sets forth, for each Director and for the Directors
as a group, the amount of shares beneficially owned in the Fund as of March 8,
2002. The information as to beneficial ownership is based on statements
furnished to the Fund by each Director. Unless otherwise noted, beneficial
ownership is based on sole investment power.

Name of Director Amount of Securities
Beneficially Owned
---------------- --------------------
Ralph W. Bradshaw 1,001
Gary A. Bentz 1,500
Andrew A. Strauss 400
Glenn W. Wilcox Sr. 1,000
Scott B. Rogers 0
All Directors as a Group 3,901

The following table sets forth, for each Director, the aggregate dollar
range of equity securities owned of the Fund and of all Funds overseen by each
Director in the Fund Complex as of March 8, 2002. The information as to
beneficial ownership is based on statements furnished to the Fund by each
Director.

-------------------------- ----------------------- ---------------------------------------------
NAME DOLLAR RANGE OF AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES
EQUITY SECURITIES IN IN ALL FUNDS OVERSEEN BY DIRECTORS IN FUND
THE FUND. COMPLEX*.
-------------------------- ----------------------- ---------------------------------------------

Ralph A. Bradshaw $10,001-$50,000 $10,001-$50,000
-------------------------- ----------------------- ---------------------------------------------
Gary A. Bentz $10,001-$50,000 $10,001-$50,000
-------------------------- ----------------------- ---------------------------------------------
Andrew A. Strauss $1-$10,000 $1-$10,000
-------------------------- ----------------------- ---------------------------------------------
Glenn W. Wilcox Sr. $10,001-$50,000 $10,001-$50,000
-------------------------- ----------------------- ---------------------------------------------
Scott B. Rogers 0 0
-------------------------- ----------------------- ---------------------------------------------

* None of the Nominees for Director served as a Director to any other fund
managed by U.S. Trust.

EXECUTIVE OFFICERS

In addition to Messrs. Bradshaw and Bentz, the other officer of the
Fund is:

Term of
Name, Address and Age Position(s) Office Principal Occupation Directorships held
with Fund Since during past 5 years by Officer
--------------------- ----------- ------ -------------------- ------------------

Thomas R. Westle (48) Secretary 2001 Partner of Spitzer &
405 Park Avenue Feldman P.C., a law firm,
New York, NY 10022 and previous Partner at
Battle Fowler LLP;
Secretary of Progressive
Return Fund, Inc.,
Cornerstone Strategic
Value Fund, Inc. and The
Cornerstone Strategic
Return Fund, Inc.

Under the federal securities laws, the Fund is required to provide to
Shareholders in connection with the Meeting information regarding compensation
paid to Directors by the Fund as well as by the various other U.S. registered
investment companies advised by the Fund's investment adviser during its prior
fiscal year. The following table provides information concerning the
compensation paid during the year ended December 31, 2001, to each Director of
the Fund in their capacities solely as a director of the Fund. This information
does not reflect any additional monies received for a named individual serving
in any other capacity to the Fund. Please note that the Fund has no bonus,
profit sharing, pension or retirement plans.

Director Aggregate Compensation
Name of Director Since From Fund for 2001
---------------- ----- ------------------

Ralph W. Bradshaw 2001 $1,733
Gary A. Bentz 2001 $1,733
Glenn W. Wilcox, Sr. 2001 $1,733
Andrew A. Strauss 2001 $1,733
Scott B. Rogers 2001 $1,733
Townsend Brown II* 1992 $8,467
Geoffrey J. O'Connor 1999 $8,167
John H. Reilly 1996 $6,367
Perry W. Skjelbred 1993 $8,467
Philip J. Tilearico 1993 $8,467

---------------------
* Mr. Brown resigned from his position as President and CEO on
April 2, 2001.

Townsend Brown II was a party to an employment agreement (the
"Employment Agreement") with the Fund which provided for a ten year term
commencing on May 4, 1994. Under the Employment Agreement, in the event of a
termination of Mr. Brown by the Fund without "Cause" or by Mr. Brown for "Good
Reason" (as each term is defined in the Employment Agreement), the Fund was
required to pay Mr. Brown a lump sum payment equal to his then current salary
for the remainder of the employment term and an annualized 3% compound interest
on such amount. In addition, under the Employment Agreement, the Fund was
required to make Mr. Brown whole for any excise taxes imposed upon him under
Section 4999 of the Internal Revenue Code as a result of payments made to him by
the Fund in connection with his termination. On April 2, 2001, Mr. Brown
terminated the Employment Agreement for Good Reason and resigned as President
and CEO of the Fund. Thereafter the Fund made a severance payment to Mr. Brown
of approximately $181,500.

With the exception of John H. Reilly, each Director attended at least
seventy-five (75%) percent or more of the meetings of the Board of Directors
(including regularly scheduled and special meetings) held during the period for
which he was a Director.

AUDIT COMMITTEE

The Fund's Audit Committee is currently composed of three independent
directors, Messrs. Wilcox, Strauss and Rogers. The principal functions of the
Audit Committee include but are not limited to: (i) recommendations to the Board
for the appointment of the Fund's independent accountants; (ii) review of the
scope and anticipated cost of the independent accountant's audit; and (iii)
consideration of the independent accountant's reports concerning their conduct
of the audit, including any comments or recommendations the Board of Directors
might make in connection thereto. The Audit Committee convened once during the
year ended December 31, 2001. Each member of the Audit Committee attended the
meeting of the Audit Committee.

On June 1, 2000, the Audit Committee, followed by the full Board of
Directors, adopted a written charter setting forth the duties and
responsibilities of the Audit Committee, and such charter was reapproved by the
Board of Directors on February 9, 2001 and February 13, 2002, respectively. The
Audit Committee recommends to the Board of Directors, subject to stockholder
approval, the selection of Tait, Weller & Baker, as the Fund's independent
accountants.

On February 25, 2002, the Board of Directors and the Audit Committee
determined to replace PricewaterhouseCoopers LLP ("PwC") as the Fund's
independent public accountants. PwC's accountant report for the past two years
did not contain any adverse opinion or any qualification as to uncertainty,
audit scope or accounting principles. Further, the Board's decision to replace
PwC was not due to any disagreement on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.

The following table sets forth the aggregate fees billed by PwC, the
independent accountants for the Fund's most recent fiscal year, for professional
services rendered for: (i) the audit of the Fund's annual financial statements
and the review of financial statements included in the Fund's reports to
Shareholders ("Audit Fees"); (ii) financial information systems design and
implementation services provided to the Fund, its investment adviser and
entities that control, are controlled by or under common control with the Fund's
investment adviser that provides services to the Fund ("Financial Information
Systems Design"); and (iii) all other services provided to the Fund, its
investment adviser and entities that control, are controlled by or under common
control with the Fund's investment adviser that provides services to the Fund
("All Other Fees").

AUDIT FEES FINANCIAL INFORMATION SYSTEMS DESIGN ALL OTHER FEES
$20,000 $0 $1,000

The Fund has no nominating or compensation committees.

AUDIT COMMITTEE REPORT

The Audit Committee has met and held discussions with the Fund's
Administrator, Bear Stearns Funds Management Inc., and the Fund's independent
accountants. The Administrator represented to the Audit Committee that the
Fund's financial statements were prepared in accordance with U.S. generally
accepted accounting principles, and the Audit Committee has reviewed and
discussed the financial statements with the Fund's Administrator and its
independent accountants. The Audit Committee also discussed with the independent
accountants matters required to be discussed by Statement on Auditing Standards
No. 61.

The Fund's independent accountants also provided to the Audit Committee
the written disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Audit Committee
discussed with the independent accountants' their independence, in light of the
services they were providing.

Based upon the Audit Committee's discussion with the Fund's
Administrator and the independent accountants and the Audit Committee's review
of the representations of the Fund's Administrator and the report of the
independent accountants to the Audit Committee, the Audit Committee recommended
that the Board of Directors include the audited financial statements in the
Fund's Annual Report for the fiscal year ended December 31, 2001 filed with the
Securities and Exchange Commission.

Respectfully submitted,

Glenn W. Wilcox, Sr.
Andrew A. Strauss
Scott B. Rogers

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") and Section 30(h) of the 1940 Act in combination require the Fund's
directors and officers, persons who own more than ten (10%) of the Fund's common
stock, and the Fund's investment adviser and its directors and officers, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and the New York Stock Exchange, Inc. The Fund believes that the
Fund's directors and officers, the Fund's investment adviser and its directors
and officers have complied with all applicable filing requirements during the
year ended December 31, 2001.

REQUIRED VOTE
-------------

Directors are elected by a plurality (a simple majority of the votes
cast at the meeting) of the votes cast by the holders of shares of common stock
of the Fund present in person or represented by proxy at a meeting with a quorum
present. For purposes of the election of Directors, abstentions and broker
non-votes will be counted as shares present for quorum purposes, may be
considered votes cast, and may affect the plurality vote required for Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELECTION OF MESSRS. RALPH W. BRADSHAW, GARY A. BENTZ, ANDREW A. STRAUSS, GLENN
W. WILCOX, SR. AND SCOTT B. ROGERS AS DIRECTORS OF THE FUND.

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The second proposal to be submitted will be the ratification or
rejection of the selection by the Board of Directors of Tait, Weller & Baker as
independent public accountants of the Fund for the year ending December 31,
2002. At a meeting held on February 25, 2002, the Board of Directors, including
those directors who are not "interested persons" of the Fund, approved the
selection of Tait, Weller & Baker for the year ending December 31, 2002 and
determined to replace PricewaterhouiseCoopers LLP. Such selection is being
submitted to the Shareholders for ratification. The engagement of Tait, Weller &
Baker is conditioned on the right of the Fund, by majority vote of its
Shareholders, to terminate such employment.

Tait, Weller & Baker has informed the Fund that it and its Partners
have no material direct or indirect financial interest in the Fund. A
representative of Tait, Weller & Baker will be available by telephone at the
Meeting and will have the opportunity to make a statement if the representative
so desires and will be available to respond to appropriate questions.

REQUIRED VOTE
-------------

Ratification of the selection of Tait, Weller & Baker as independent
accountants of the Fund requires the affirmative vote of the holders of a simple
majority, defined as a majority of the votes cast by holders of shares of common
stock of the Fund present in person or represented by proxy at a meeting with a
quorum present. For purposes of this proposal, abstentions and broker non-votes
will be counted as shares present at the Meeting for quorum purposes and may be
considered votes cast for the foregoing purpose.

THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF TAIT, WELLER & BAKER AS THE
FUND'S INDEPENDENT PUBLIC ACCOUNTANTS.

INFORMATION PERTAINING TO THE FUND'S
INVESTMENT ADVISER AND ADMINISTRATOR

THE INVESTMENT ADVISER
----------------------

Cornerstone Advisors, Inc. has acted as the Fund's investment adviser
since January 1, 2002, and has its principal office at One West Pack Square,
Suite 1650, Asheville, North Carolina 28801. Cornerstone Advisors was organized
in February of 2001, to provide investment management services to closed-end
investment companies and is registered with the Securities and Exchange
Commission under the Investment Advisers Act of 1940, as amended. Cornerstone
Advisors is the investment manager to three other closed-end funds, Cornerstone
Strategic Value Fund, Inc., The Cornerstone Strategic Return Fund, Inc. and
Progressive Return Fund, Inc.

Mr. Bradshaw owns fifty percent (50%) of the total outstanding shares
of common stock of Cornerstone Advisors and is President and Chairman of the
Board of Directors of the Fund. Mr. Bentz, who is the Vice President, Treasurer
and a Director of the Fund, also owns fifty percent (50%) of the total
outstanding shares of common stock of Cornerstone Advisors. The address of
Messrs. Bradshaw and Bentz is One West Pack Square, Suite 1650, Asheville, North
Carolina 28801.

THE PREVIOUS INVESTMENT ADVISER
-------------------------------

U.S. Trust Company of New York ("U.S. Trust"), the previous investment
adviser, has its principal offices at 114 West 47th Street, New York, New York
10036. U.S. Trust is a New York State-chartered bank and trust company and a
member bank of the Federal Reserve System. U.S. Trust is a wholly owned
subsidiary of the U.S. Trust Corporation, a registered bank holding company,
which has its principal offices at 114 West 47th Street, New York, New York
10036.

THE ADMINISTRATOR
-----------------

Bear Stearns Funds Management Inc. (the "Administrator"), whose address
is 383 Madison Avenue, 23rd Floor, New York, New York 10179, currently acts as
the administrator of the Fund.

INFORMATION PERTAINING TO CERTAIN SHAREHOLDERS

The following table sets forth the beneficial ownership of shares of
the Fund by each person known to the Fund to be deemed the beneficial owner of
more than five (5%) percent of the outstanding shares of the Fund as of February
13, 2002:

---------------------------------------------------- -------------------------------- --------------------------------
SHARES OF COMMON STOCK % OF FUND'S OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
---------------------------------------------------- -------------------------------- --------------------------------

Deep Discount Advisors, Inc. (1) 277,200 12.8%
One West Pack Square
Suite 777
Asheville, NC 28801
---------------------------------------------------- -------------------------------- --------------------------------
Ron Olin Investment Management Company (1)
One West Pack Square 461,400 21.3%
Suite 777
Asheville, NC 28801

----------
(1) Based solely upon information presented in a Schedule 13G/A, dated
February 13, 2002, filed jointly by Deep Discount Advisors, Inc. and Ron
Olin Investment Management Company. The Fund has no knowledge of the
ultimate beneficial holders of these securities.

Additionally, on March 8, 2002, Cede & Co., a nominee for participants
in the Depository Trust Company, held of record 1,031,763 shares of the Fund,
equal to approximately 89% of the outstanding shares of the Fund.

OTHER BUSINESS

The Board of Directors of the Fund does not know of any other matter
which may come before the Meeting, but should any other matter requiring a vote
of Shareholders arise, including any questions as to the adjournment of the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.

PROPOSALS TO BE SUBMITTED BY SHAREHOLDERS

All proposals by Shareholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Shareholders, to be held in the
year 2003, must be received by the Fund addressed to EIS Fund, Inc. c/o Bear
Stearns Funds Management Inc., 383 Madison Avenue, 23rd Floor, New York, New
York 10179 for inclusion in the Fund's proxy statement and proxy relating to
that meeting in advance of the meeting as set forth below. Any stockholder who
desires to bring a proposal at the Fund's 2003 Annual Meeting of Shareholders to
be included in the Fund's proxy statement must deliver (via the U.S. Post Office
or such other means that guarantees delivery) written notice thereof to the
Secretary of the Fund c/o Bear Stearns Funds Management Inc., 383 Madison
Avenue, 23rd Floor, New York, New York 10179 no earlier than one hundred twenty
(120) calendar days and no later than ninety (90) days prior to the anniversary
of the date of the Notice of the preceding year's Annual Meeting of
Stockholders.

EIS FUND, INC.

Thomas R. Westle
Secretary

Dated: March 25, 2002

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

FORM OF PROXY CARD
------------------

EIS FUND, INC.
--------------

The undersigned shareholder of EIS Fund, Inc. (the "Fund") hereby
constitutes and appoints Messrs. Ralph W. Bradshaw, Thomas R. Westle and Frank
J. Maresca, or any of them, the action of a majority of them voting to be
controlling, as proxy of the undersigned, with full power of substitution, to
vote all shares of common stock of the Fund standing in his or her name on the
books of the Fund at the Annual Meeting of Shareholders of the Fund to be held
on Thursday, April 18, 2002 at 10:00 a.m., New York time, at the offices of Bear
Stearns Funds Management Inc., 383 Madison Avenue, 13th Floor, Conference Room
301, New York, New York 10179, or at any adjournment thereof, with all the
powers which the undersigned would possess if personally present, as designated
on the reverse hereof.

The undersigned hereby revokes any proxy previously given and instructs
the said proxies to vote in accordance with the aforementioned instructions with
respect to (a) the election of five Directors; (b) the ratification of the
selection by the Board of Directors of the Fund's independent accountants; and
(c) the consideration and vote of such other matters as may properly come before
the Annual Meeting of Shareholders or any adjournment thereof. If no such
specification is made, the undersigned will vote FOR each of the proposals set
forth above, and in their discretion with respect to such other matters as may
properly come before the Annual Meeting of Shareholders.

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

THIS PROXY IS SOLICITED ON BEHALF OF EIS FUND, INC.'S BOARD OF
DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
April 18, 2002

(To be dated and signed on reverse side)

A-1

Please mark boxes / / or /X/ in blue or black ink.

PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE:

----
X
----

1. To elect five (5) Directors: FOR WITHHELD
Ralph W. Bradshaw [ ] [ ]

Gary A. Bentz [ ] [ ]

Andrew A. Strauss [ ] [ ]

Glenn W. Wilcox, Sr. [ ] [ ]

Scott B. Rogers [ ] [ ]

2. To ratify the selection by the Board of Directors of Tait, Weller & Baker
as the Fund's independent accountants for the year ending December 31,
2002:

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

In their discretion, the proxies are authorized to consider and vote upon
such matters as may properly come before said Meeting or any adjournment
thereof.

A-2

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE STOCKHOLDER. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED IN
FAVOR OF EACH PROPOSAL.

Your proxy is important to assure a quorum at the Annual Meeting of Shareholders
whether or not you plan to attend the meeting in person. You may revoke this
proxy at anytime, and the giving of it will not effect your right to attend the
Annual Meeting of Shareholders and vote in person.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

SIGNATURE(S)____________________________ DATE___________________

NOTE: Please sign exactly as name appears. When shares are held as joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer and if a
partnership, please sign in full partnership name by authorized person.

A-3