<PAGE>
CURRENT INCOME SHARES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 14, 1997
To the Shareholders of
Current Income Shares, Inc.
The Annual Meeting of Shareholders (the "Meeting") of Current Income Shares,
Inc., a Delaware corporation (the "Company"), will be held in the Board Room on
the 38th floor of the Union Bank of California Building at 445 South Figueroa
Street, Los Angeles, California 90071, on Thursday, August 14, 1997 at 11:00
A.M. California time, for the following purposes:
(1) To elect the Board of Directors of the Company;
(2) To approve or disapprove the selection of Deloitte & Touche LLP as
the independent public accountants for the Company for the fiscal year
ending December 31, 1997;
(3) To approve or disapprove the continuation of the Management and
Investment Advisory Agreement between the Company and Union Bank of
California, N.A., the Company's adviser; and
(4) To transact such other business as may properly come before the
Meeting.
The Meeting may be adjourned from time to time and, at any adjourned
meeting, action with respect to the matters specified in this notice may be
taken with such further notice to shareholders, if any, as may be required by
the By-Laws.
Only shareholders of the Company of record at the close of business on June
30, 1997 are entitled to notice of and to vote at the Meeting and any
adjournments thereof. A list of such shareholders will be open to examination by
any shareholder for any purpose germane to the Meeting, at the time and place of
the Meeting and, during the ten days prior to the Meeting, at the office of
Harris Trust Company of California, 601 South Figueroa Street, 49th Floor, Los
Angeles, California 90017.
Your attention is directed to the attached Proxy Statement. YOU ARE
REQUESTED TO DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
POSTAGE PREPAID ENVELOPE WITHOUT DELAY. PLEASE DO SO WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING IN PERSON. You are invited to attend and your proxy will
not be used if you are present and prefer to vote in person.
By order of the Board of Directors
Jonathan A. Wright, Secretary
July 7, 1997
<PAGE>
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 14, 1997
CURRENT INCOME SHARES, INC.
445 SOUTH FIGUEROA STREET
LOS ANGELES, CALIFORNIA 90071
PROXY STATEMENT
This Proxy Statement is being sent on or about July 7, 1997 in connection
with the solicitation by the Board of Directors of Current Income Shares, Inc.,
a Delaware corporation (the "Company"), of proxies, on the form enclosed with
this Proxy Statement, for use at the Annual Meeting of Shareholders of the
Company (the "Meeting") to be held on Thursday, August 14, 1997, at 11:00 A.M.
California time, in the 38th floor Conference Room of the Union Bank of
California Building at 445 South Figueroa Street, Los Angeles, California 90071,
and at any adjournments of the Meeting. All proxies which are properly
completed, signed and returned to the Company prior to the Meeting will be voted
in accordance with the instructions given therein. Any proxy given by a
shareholder may be revoked at any time before it is exercised by filing with the
Secretary of the Company an instrument revoking it, by a duly executed proxy
bearing a later date, or by any shareholder voting in person at the Meeting.
The Company has fixed the close of business on June 30, 1997 as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the Meeting or any adjournments thereof. On that date the Company had
outstanding 3,673,334 shares of common stock, par value $1.00 per share (the
"Common Stock"), constituting the only voting securities of the Company. The
presence in person or by proxy of more than one-half of the outstanding shares
entitled to vote at the Meeting will constitute a quorum. If a quorum is not
present at the Meeting, sufficient votes in favor of a proposal are not received
by the time scheduled for the Meeting, or the holders of shares present, in
person or by proxy, determine to adjourn the Meeting for any other reason, the
shareholders present, in person or by proxy, may adjourn the Meeting from time
to time. No notice of an adjourned meeting date will be given, other than
announcement at the Meeting, unless the adjournment is for more than 30 days or
a new record date is set for the adjourned meeting. Any such adjournment will
require the affirmative vote of shareholders holding a majority of the shares
present, in person or by proxy, at the Meeting. The persons named in the Proxy
will vote in favor of such adjournment those shares which they are entitled to
vote
1
<PAGE>
that voted in favor of all proposals; they will vote against any such
adjournment those shares that they are entitled to vote that voted against any
proposal. Business may be conducted once a quorum is present and may continue
until adjournment of the Meeting notwithstanding the withdrawal or temporary
absence of sufficient shares to reduce the number present to less than a quorum.
Each shareholder is entitled to one vote for each share of Common Stock then
standing in his or her name. Shareholders are not entitled to cumulate their
votes for the election of Directors, which means that the holders of a majority
of the shares represented can elect the entire Board of Directors.
Abstentions and broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will not be counted for or against any proposal to which they relate, but will
be counted for purposes of determining whether a quorum is present and will be
counted as votes present for purposes of determining a "majority of the
outstanding shares" present at the Meeting, as defined in the Investment Company
Act of 1940. For this reason, abstentions and broker non-votes will have the
effect of a "no" vote for purposes of obtaining the requisite approval of
Proposal 3.
The Company will furnish without charge a copy of its most recent Annual
Report and Semi-Annual Report to a shareholder upon request. Such request may be
made by calling the Company during business hours at (800) 634-6521, or by
writing to the Company at the address set forth above.
The cost of preparing, assembling, printing and mailing this Proxy Statement
and the enclosed proxy form and the cost of soliciting proxies relating to the
Meeting will be borne by the Company and Union Bank of California, N.A. (the
"Adviser"), the Company's present investment adviser. The Company will request
banks and brokers to solicit their customers who are beneficial owners of Common
Stock listed of record in names of nominees, and will reimburse such banks and
brokers for the reasonable out-of-pocket expenses of such solicitations. The
original solicitations of proxies by mail may be supplemented by telephone,
telegram and personal solicitation by officers and other regular employees of
the Company or of Union Bank of California, N.A. but no additional compensation
will be paid to such individuals, or the Adviser, on account of such activities.
2
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of March 31, 1997 certain information as
to the Common Stock owned beneficially by each person who is known to the
Company to own more than 5% of the outstanding Common Stock and all executive
officers and Directors as a group.
<TABLE>
<CAPTION>
NUMBER OF
SHARES PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY OUTSTANDING
OF BENEFICIAL OWNER OWNED SHARES
- -------------------------- ------------ -------------
<S> <C> <C>
All executive officers and
Directors as a group 4389 0.12%
</TABLE>
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the Meeting, six members of the Board of Directors are to be elected, to
serve until the Company's next annual meeting of shareholders and until their
successors are elected and qualified. It is the intention of the persons named
in the accompanying proxy to vote the shares represented thereby for the
election of the persons listed below unless a shareholder specifically indicates
in his proxy his desire to withhold authority to vote for any of those persons.
A plurality of votes cast is required to elect directors.
At a meeting held on February 12, 1997, the Company's Board of Directors
nominated the following slate of Directors. All of these nominees have indicated
that they are willing to serve as Directors and that they are able to do so. If,
however, any nominee should refuse or be unable to serve, the Board of Directors
proxy holders will vote the proxies FOR such other person as the Board of
Directors may recommend.
Directors of the Company serve terms of office which expire on the date of
the next annual meeting of shareholders and upon the election of their
successors.
3
<PAGE>
According to information furnished to the Company by the nominees listed
below, their principal occupations and affiliations during at least the past
five years, their current directorships with other companies, and their
beneficial ownership of shares of Common Stock of the Company at December 31,
1996, are as follows:
<TABLE>
<CAPTION>
NUMBER
HAS SERVED AS OF
PRINCIPAL OCCUPATIONS, DIRECTOR SHARES
NAME AGE EMPLOYMENT AND DIRECTORSHIPS SINCE OWNED+
- ------------ --- -------------------------------------------------- ------------- ------
<S> <C> <C> <C> <C>
Willard 61 Partner of Ernst & Young (formerly Ernst & -- --
H. Altman Whinney) from 1969 to retirement in 1995.
Morris A. 74 President, Weingart Foundation (a charitable May, 1980 500
Densmore foundation), from 1983 to 1988; Executive Vice
(1)(2) President, Union Bank, from 1971 until retirement
in 1983.
Stephen J. 75 Vice President, Union Bank, from 1983 until May, 1986 1,689
Dunn(1) retirement in 1991; Vice President and Portfolio
Manager of the Company from 1983 to 1991; Bond
Trader and Portfolio Adviser with Thomson McKinnon
from 1981 to 1983.
Clark R. 48 President, Pacific Alliance Capital Management May, 1991 --
Gates*(2) (formerly known as Union Capital Advisors), a
division of Union Bank of California, N.A., from
October 1990; Senior Vice President, Union Bank of
California, N.A. since October, 1991; Vice
President, Union Bank, from January, 1990 to
October, 1991; Managing Director, Pacific Century
Advisors, from 1986 to 1989; Vice President and
Director, Dreyfus Service Corporation, from 1981
to 1986.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NUMBER
HAS SERVED AS OF
PRINCIPAL OCCUPATIONS, DIRECTOR SHARES
NAME AGE EMPLOYMENT AND DIRECTORSHIPS SINCE OWNED+
- ------------ --- -------------------------------------------------- ------------- ------
<S> <C> <C> <C> <C>
William R. 74 Director, HighMark Funds (formerly Stepstone Funds May, 1980 100
Howell(1) (a registered investment company)), since
November, 1990; Vice Chairman, Union Bank, from
1976 until retirement in 1982; Executive Vice
President, Union Bank, from 1969 to 1976; Director
of Municipal Fund for California Investors, from
1983.
Michael L. 56 Independent financial consultant from January, May, 1981 300
Noel(1) 1995; Executive Vice President, Mission Land
Company, from January 1994 until retirement in
December, 1994; Senior Vice President, Chief
Financial Officer and Director, Mission Energy
Company, February 1992 to January 1994; Senior
Vice President, Southern California Edison
Company, April 1991 to February 1992; Vice
President, Treasurer and Chief Financial Officer,
Southern California Edison Company, from October
1990 to April 1991; Director, Hancock Savings
Bank, from 1986; Director, Software Toolworks,
Inc., from July, 1989 to April 1994; Director,
HighMark Funds (formerly Stepstone Funds), from
November 1990.
</TABLE>
- ------------------------
+ As of March 31, 1997, no Director or nominee beneficially owned 1% or more of
the outstanding Common Stock. As of March 31, 1997, all Directors and officers
as a group beneficially owned a total of 4389 shares of Common Stock of the
Company, or less than 1% of the outstanding shares.
* Mr. Gates is an "interested person" of the Company within the meaning of the
Investment Company Act of 1940, because he is an officer of Union Bank of
California, N.A., which is the Company's investment adviser and which provides
other services to the
5
<PAGE>
Company (see "Approval of Continuation of the Management and Investment
Advisory Agreement"). Mr. Gates is also President of the Company.
(1) Member of the Audit Committee. The function of the Audit Committee, which
met two times in 1996, is to review the financial statements and control
procedures with the officers of the Company and the independent accountants,
with a view to assessing and improving the Company's control procedures,
determining the adequacy of the audit and understanding the factors which
influenced the Company's performance. Results of these reviews are reported
to the Board of Directors of the Company. The Audit Committee also has the
responsibility of recommending independent public accountants for selection
by the Board of Directors. Lorenzo D. Courtright who is retiring, is the
current Chairman of the Audit Committee.
(2) Member of the Executive Committee, which has the powers of the Board of
Directors in the management of the business and affairs of the Company
except the power to recommend to shareholders any action requiring
shareholder approval. Mr. Gates is Chairman of the Executive Committee.
The Board of Directors has no nominating committee. During 1996, the Board of
Directors met four times, and all Directors attended at least 75% of the
meetings. Lorenzo D. Courtright, who was last elected a Director in 1996, is not
standing for reelection.
Set forth below is a table indicating the names and ages of the principal
officers of the Company who are not also Directors of the Company.
<TABLE>
<CAPTION>
POSITION WITH
POSITION WITH UNION BANK OF
NAME AGE THE COMPANY CALIFORNIA
- --------------------- --- ---------------------- ---------------------
<S> <C> <C> <C>
James V. Atkinson 62 Vice President and Vice President
Portfolio Manager
Richard H. Earnest 59 Vice President Vice President
Paul Mastin 40 Treasurer Vice President
Kevin Rogers 37 Vice President Vice President
Jonathan A. Wright 49 Secretary Vice President and
Senior Counsel
</TABLE>
The principal business address of Mr. Atkinson is Union Bank of California,
N.A. 530 "B" Street, San Diego, California 92101. The principal business address
of Messrs. Earnest, Rogers and Wright is Union Bank of California, N.A. 445
South Figueroa Street, Los Angeles, California 90071. The principal business
address of Mr. Mastin is Union Bank of California, N.A. 475 Sansome Street, San
Francisco, California 94111.
6
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Each Director who is not a director, officer or employee of the Adviser or
of a corporation affiliated with the Adviser receives a Director's fee of $6,000
per year for his services, which includes fees for attending regular meetings.
In addition, such Directors receive $250 for each special meeting attended.
The following table sets forth the aggregate compensation paid by the
Company for the fiscal year ended December 31, 1996, to the Directors who are
not affiliated with the Adviser, as well as the aggregate compensation paid to
such Directors for service on the Boards of all other registered investment
companies advised by the Adviser or its affiliates (the "Adviser Complex"):
<TABLE>
<CAPTION>
PENSION OR TOTAL
RETIREMENT ESTIMATED COMPENSATION
BENEFITS ANNUAL FROM COMPANY
AGGRETATE ACCRUED AS BENEFITS AND ADVISER
COMPENSATION PART OF COMPANY UPON COMPLEX PAID
NAME FROM COMPANY EXPENSES RETIREMENT TO DIRECTOR
- ------------------------------ ------------ --------------- ---------- ------------
<S> <C> <C> <C> <C>
L. D. Courtright.............. $6,000 -0- -0- $ 6,000
M. A. Densmore................ $6,250 -0- -0- $ 6,250
S. J. Dunn.................... $6,250 -0- -0- $ 6,250
W. R. Howell.................. $6,250 -0- -0- $19,000(25**)
M. L. Noel.................... $6,250 -0- -0- $17,000(25**)
</TABLE>
- ------------------------
* Indicates the Company only.
** Indicates total number of funds in Adviser Complex, plus the Company.
The Company does not compensate its officers or employees for their services
to the Company, which expenses are borne by the Adviser. Reference is made to
information under the heading "The Advisory Agreement and Compensation of the
Adviser" for a discussion of fees paid by the Company to the Adviser.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(PROPOSAL NO. 2)
At a meeting held on February 12, 1997, a majority of the independent
Directors, who are not interested persons of the Company (as defined in the
Investment Company Act of 1940), selected the firm of Deloitte & Touche LLP as
the Company's independent public accountants for the fiscal year ending December
31, 1997. The Company is submitting such selection to the shareholders for
approval or disapproval. To the best knowledge of the Board of Directors, such
firm has no direct or material indirect financial interest in the
7
<PAGE>
Company, nor has it served the Company in any capacity other than as independent
public accountants.
A majority of votes cast is required to approve the independent public
acountants. Unless otherwise instructed, the proxies will vote to approve the
selection of Deloitte &
Touche LLP.
APPROVAL OF CONTINUATION OF THE
MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
(PROPOSAL NO. 3)
At the Meeting, the shareholders will be asked to approve the continuation
of the Management and Investment Advisory Agreement (the "Agreement") between
the Company and Union Bank of California, N.A. (the "Adviser"). The Agreement
was originally approved by the Board of Directors and the directors who are not
"interested persons" of the Company on November 9, 1995 and by the shareholders
at the Annual Meeting held March 14, 1996.
THE AGREEMENT AND COMPENSATION OF THE ADVISER
By its terms, the Agreement continues from year to year so long as its
continuance is approved at least annually by vote of a majority of the
outstanding voting securities of the Company or by vote of the Board of
Directors of the Company and, in either event, by the vote cast in person by a
majority of Directors who are not parties to the Agreement or "interested
persons" of any party to the Agreement, at a meeting called for the purpose of
voting on such approval. The Agreement may be terminated on sixty days' notice
by the Adviser, by the Board of Directors of the Company or by a vote of a
majority of the outstanding voting securities of the Company, in each instance
without the payment of any penalty. It will automatically terminate upon any
assignment. For purposes of the Investment Company Act of 1940, a "majority of
the outstanding voting securities" of the Company means the lesser of (i) 67% of
the shares represented at a meeting at which more than 50% of the outstanding
shares are represented, or (ii) more than 50% of the outstanding shares.
The Agreement requires the Adviser to provide investment management and
advisory services to the Company. Under the Agreement, the Adviser advises the
Company on the composition of its portfolio and provides and bears the costs of
research and continuous supervision of the portfolio. The Adviser is authorized,
subject to control by the Company's Board of Directors, to determine which
securities are to be bought or sold and in what
8
<PAGE>
amounts. The Adviser is required by the Agreement to pay for office space,
facilities, business equipment and the costs of keeping the Company's accounting
records.
For providing these services, the Adviser receives a management fee which on
an annual basis will amount to 0.5% of the average net asset value of the
Company. This fee is computed and accrued weekly and is payable monthly. At
December 31, 1996, the Company's total net asset value was $47,942,613,
equivalent to $13.05 per share.
All costs and expenses incurred in the operation of the Company, other than
the expenses specifically assumed by the Adviser under the Agreement, are borne
by the Company. These costs and expenses include brokerage commissions on
portfolio transactions, fees and expenses of directors, interest, taxes, various
corporate fees and expenses, auditing and legal fees and expenses incident to
any public offering of the shares of the Company.
The Agreement provides that if costs and expenses (including the management
fee but excluding interest, taxes, brokerage fees and the expenses of any
offering of the Company's securities) borne by the Company in any fiscal year
exceed 1 1/2% of the first $30 million of the average net asset value of the
Company plus 1% of the average net asset value of the Company in excess of $30
million, the Adviser will pay such excess to the Company on a monthly basis as
provided in the Agreement. No such payment under the Company's Agreement was
required for 1996.
The Company paid $240,422 for management and investment advisory services in
1996 to the Adviser, Union Bank of California, N.A.
PORTFOLIO TRANSACTIONS AND RATE OF TURNOVER
The Company's investment adviser, subject to the supervision of the Board of
Directors of the Company, purchases and sells securities for the Company's
portfolio through those brokers or dealers who execute such orders promptly and
at prices and under conditions believed to be most favorable to the Company.
Certain dealers may be selected for the research, statistical or other services
they provide, but best execution and price are the primary considerations in all
cases. Purchases and sales of securities traded in the over-the-counter market
will be transacted with those persons who, in the opinion of the Company's
investment adviser, provide the best prices and executions.
During 1996, the Company paid no brokerage commissions in connection with
the purchase and sale of portfolio securities.
The rate of portfolio turnover for 1996 was 62.86%.
9
<PAGE>
FURTHER INFORMATION CONCERNING THE PROPOSED NEW ADVISER
The Adviser, Union Bank of California, N.A. is a federally-chartered
national banking association originally chartered in 1864, and is subject to
oversight by the Federal Deposit Insurance Corporation and the Office of the
Comptroller of the Currency, among others. Union Bank of California, N.A. had
total assets of approximately $29.23 billion and shareholder equity of
approximately $2.49 billion at December 31, 1996.
Union Bank of California, N.A. is a subsidiary of UnionBanCal Corporation, a
bank holding company which owns approximately 94% of the outstanding shares of
common stock of the Adviser. Bank of Tokyo-Mitsubishi in turn owns approximately
81% of the outstanding common stock of UnionBanCal Corporation. In addition to
its indirect ownership of the Adviser through its ownership of 81% of the common
stock of UnionBanCal Corporation, Bank of Tokyo-Mitsubishi also owns directly
approximately 6% of the common stock of the Adviser. As a consequence, both
UnionBanCal Corporation and Bank of Tokyo-Mitsubishi are deemed to control the
Adviser for purposes of the Investment Company Act of 1940.
The Adviser is subject to the Glass-Steagall Act. The Glass-Steagall Act,
among other things, prohibits, with certain exceptions, bank and bank holding
companies from engaging in the business of issuing, underwriting, selling or
distributing securities and from affiliating with companies engaged in those
activities. Subsequent to the decision of the United States Supreme Court in
INVESTMENT COMPANY INSTITUTE v. CAMP, the Board of Governors of the Federal
Reserve System issued regulations forbidding a bank holding company or
subsidiary thereof from organizing, sponsoring or controlling a registered
open-end investment company continuously engaged in distributing its shares but
permitting a subsidiary of a bank holding company to serve as investment adviser
to a registered investment company, such as the Company, subject to a number of
terms and conditions. In the event the Adviser is prohibited from acting as the
investment adviser for the Company, it is expected that the Board of Directors
would recommend to the shareholders the selection of another qualified adviser.
10
<PAGE>
The Adviser also acts as the investment adviser to the HighMark Funds, a
family of registered mutual funds presently advised by Union Bank of California.
As of April 30, 1997, the HighMark Funds included the following funds with
investment objectives similar to that of the Company:
<TABLE>
<CAPTION>
RATIO OF
ASSET VALUE ADVISORY FEE
(000 OMITTED) TO NET ASSETS*
------------- --------------
<S> <C> <C>
HighMark Intermediate-Term Bond Fund.............. $156,189 0.50%
HighMark Government Securities Fund............... 55,970 0.50%
HighMark Bond Fund................................ $ 65,235 0.50%
</TABLE>
- ------------------------
* Excluding fee waivers
DIRECTORS AND OFFICERS OF THE ADVISER
The following are the directors and principal executive officers of Union
Bank of California, N.A., the Adviser:
<TABLE>
<CAPTION>
POSITION WITH
NAME THE ADVISER BUSINESS BACKGROUND
- ---------------------------- ----------------------------- ---------------------------------------
<S> <C> <C>
Richard D. Farman Director. President, Chief Operating Officer and
Director of Pacific Enterprises since
1993. A director of Union Bank from
1988 to 1996.
Stanley F. Farrar Director. Partner, Sullivan & Cromwell,
attorneys, since 1984. A director of
Bank of California, N.A. from 1984 to
1996.
Herman E. Gallegos Director. Independent management consultant since
1982. Director of Pacific Telesis Group
and Pacific Bell. A director of Union
Bank from 1988 to 1996.
Jack L. Hancock Director. Former Executive Vice President of
Pacific Bell. Director of Whittaker
Corporation. A director of Union Bank
from 1994 to 1996.
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH
NAME THE ADVISER BUSINESS BACKGROUND
- ---------------------------- ----------------------------- ---------------------------------------
Richard C. Hartnack Vice Chairman of the Board. Former Executive Vice President of The
First National Bank of Chicago. Vice
Chairman of the Union Bank Board from
1991 to 1996.
<S> <C> <C>
Roy A. Henderson Vice Chairman of the Board. Former President and Chief Operating
Officer of Puget Sound Bank. A director
of Bank of California, N.A. from 1993
to 1996.
Harry W. Low Director. Mediator/Arbitrator, Judicial
Arbitration & Mediation Services, Inc.
since 1992. A director of Union Bank
from 1993 to 1996.
Mary S. Metz Director. Dean of University Extension,
University of California, Berkeley
since 1991. Director of Pacific Telesis
Group, Pacific Gas & Electric Co. and
Longs Drugs Stores. A director of Union
Bank from 1988 to 1996.
Raymond E. Miles Director. Professor, Haas School of Business,
University of California, Berkeley
since 1963. A director of Bank of
California, N.A. from 1987 to 1996.
Takahiro Moriguchi President and Chief Executive Vice Chairman and Chief Financial
Officer. Officer of Union Bank of California,
N.A. from 1996 to 1997. Vice Chairman
and Chief Financial Officer of Union
Bank from 1993 to 1996. Director of The
Bank of Tokyo-Mitsubishi, Ltd. since
1995.
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH
NAME THE ADVISER BUSINESS BACKGROUND
- ---------------------------- ----------------------------- ---------------------------------------
Shin Nakahara Director. Chief Executive Officer of The Bank of
Tokyo-Mitsubishi, Ltd. North American
Headquarters since 1996. Director of
Union Bank from 1994 to 1996. Director
of The Bank of Tokyo-Mitsubishi, Ltd.
since 1989.
<S> <C> <C>
J. Fernando Niebla Director. Chairman and Chief Executive Officer of
Infotec Commercial Systems since June,
1996. Chairman and Chief Executive
Officer of Infotec Development,
Inc.1979 to 1996. A director of Bank of
California, N.A. from 1994 to 1996.
Minoru Noda Deputy Chairman, Chief Vice Chairman and Chief Credit Officer,
Financial Officer and Chief Union Bank of California, N.A. from
Credit Officer. 1996 to 1997. Executive Vice President
and Director of Bank of California,
N.A. from 1993 to 1996.
Sidney R. Petersen Director. Consultant and private investor since
1984. Former Chairman and Chief
Executive Officer of Getty Oil Company.
Director of Avery Dennison Corporation,
NICOR, Inc., Global Natural Resources,
Inc. and Group Technologies
Corporation. A director of Union Bank
from 1988 to 1996.
Carl W. Robertson Director. Managing Director of Warland
Investments Company since 1985. A
director of Bank of California, N.A.
from 1975 to 1996.
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH
NAME THE ADVISER BUSINESS BACKGROUND
- ---------------------------- ----------------------------- ---------------------------------------
Charles R. Scott Director. Chairman and Chief Executive Officer of
Leadership Centers USA since 1995. Vice
Chairman and Director of Pier I
Imports, Inc. A director of Bank of
California, N.A. from 1990 to 1996.
<S> <C> <C>
Henry T. Swigert Director. Chairman of ESCO Corporation since
1979. A director of Bank of California,
N.A. from 1989 to 1996.
Tsuneo Wakai Director Chairman of the Board, The Bank of
Tokyo-Mitsubishi, Ltd.
Robert M. Walker Vice Chairman and Director. Former Vice Chairman and Chief Credit
Officer of Valley National Bank of
Arizona. Vice Chairman of Union Bank
from 1992 to 1996.
Blenda J. Wilson Director. President of California State
University, Northridge since 1992. A
director of Union Bank from 1993 to
1996.
Tamotsu Yomaguchi Chairman of the Board. Chairman of Union Bank from 1992 to
1996 and during 1988. 1989 Former
Resident Senior Managing Director for
the Americas of The Bank of Toyko Ltd.
and Chairman of Bank of Tokyo Trust
Company.
Kenji Yoshizawa Director. Deputy President and Director, The Bank
of Tokyo-Mitsubishi, Ltd.
</TABLE>
14
<PAGE>
REQUIRED VOTE FOR APPROVAL OF THE CONTINUATION OF THE AGREEMENT
The Board of Directors of the Company recommends that the shareholders vote
in favor of the continuation of the Agreement previously described. The
favorable vote of the lesser of (i) a majority of the outstanding shares of
Common Stock of the Company, or (ii) 67% or more of the shares represented at
the Meeting if the holders of more than 50% of the outstanding shares of Common
Stock of the Company are present or represented by proxy at the Meeting, is
required for such approval. The Board of Directors' proxy holders will vote to
approve the Agreement unless otherwise instructed.
If the shareholders do not approve the continuation of the Agreement, the
Board of Directors of the Company will attempt to negotiate a new agreement with
some other party and submit it for approval to the Company's shareholders.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented at the
Meeting other than those mentioned in this Proxy Statement. If any other
business should come before the Meeting, the proxies will vote thereon in
accordance with their best judgment.
Shareholders wishing to submit proposals for inclusion in the proxy
statement for the 1998 Shareholders' meeting should send their written proposals
to the Secretary of the Company by December 31, 1997 at 445 South Figueroa
Street, Los Angeles California 90071.
Please complete and sign the enclosed proxy and return it in the envelope
provided so that the Meeting may be held and action taken on the matters
described herein with the greatest possible number of shares participating. You
may nevertheless vote in person if you attend the Meeting.
By Order of the Board of Directors
JONATHAN A. WRIGHT, Secretary
July 7, 1997
15
<PAGE>
PROXY CURRENT INCOME SHARES, INC. PROXY
445 South Figueroa Street, Los Angeles, California 90071
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned shareholder of Current Income Shares, Inc., a Delaware
corporation, hereby constitutes and appoints Morris A. Densmore, Stephen J.
Dunn and Clark R. Gates, and each of them, the attorneys and proxies of the
undersigned, each with full power of substitution, to attend and act for the
undersigned at the Special Meeting of Shareholders of said corporation to be
held on Thursday, August 14, 1997, at 11:00 A.M. California time, in the
Conference Room on the 38th floor of the Union Bank Building at 445 South
Figueroa Street, Los Angeles, California 90071, and at any adjournments
thereof, and in connection therewith to vote and represent all of the shares
of Common Stock of said corporation which the undersigned is entitled to vote
as directed on the reverse side.
Such attorneys and proxies, and each of them, shall have all the powers
which the undersigned would have if acting in person. The undersigned hereby
revokes any other proxy to vote at such Meeting and hereby ratifies and
confirms all that said attorneys and proxies, and each of them, may lawfully
do by virtue hereof. With respect to matters not known at the time of the
solicitation hereof, said proxies are authorized to vote in accordance with
their best judgment.
Please mark this Proxy and sign and date it on the reverse side hereof and
return it in the enclosed envelope.
<PAGE>
PLEASE MARK IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /x/
(1) ELECTION OF DIRECTORS
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Willard H. Altman, Morris A. Densmore, Stephen J. Dunn, Clark R. Gates,
William R. Howell and Michael L. Noel
FOR all
nominees listed WITHHOLDAUTHORITY
below (except to vote for all
as marked to nominees
the contrary) / / listed at left. / /
- --------------------------------------------------------------------------------
(2) PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR 1997.
For / / Against / / Abstian / /
- --------------------------------------------------------------------------------
(3) PROPOSAL TO APPROVE THE MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT WITH
UNION BANK OF CALIFORNIA, N.A.
For / / Against / / Abstian / /
A majority of the above-named proxies present at said Meeting, either in
person or by substitute (or if only one thereof shall be present and act,
then that one), shall have and exercise all powers of said proxies hereunder.
This proxy will be voted in as specified. If no instructions to the contrary
are indicated hereon, this proxy will be voted FOR items 1, 2, and 3, shown
on this proxy.
The undersigned acknowledges receipt of a copy of the Notice of Annual
Meeting and Proxy Statement to the Meeting
Dated , 1996
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Signature(s)
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- -------------------------------------------------------------------
IMPORTANT: In signing this proxy, please sign your name or names on the
signature lines in the same way as it appears on the proxy. When signing as
an attorney, executor, administrator, trustee or guardian, please give your
full title as such. EACH JOINT TENANT SHOULD SIGN.
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE
POSTAGE PREPAID ENVELOPE PROVIDED.
