PIONEER INTEREST SHARES, PRE 14A, 1997-06-25

PIONEER INTEREST SHARES
PRE 14A, 1997-06-25

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File No. 2-42352
File No. 811-2239

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 (AMENDMENT NO. )

Filed by the registrant
[X]

Check the appropriate box:

[X] Preliminary proxy statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12

Pioneer Interest Shares
(Name of Registrant as Specified in Its Charter

Pioneer Interest Shares
(Name of Person(s) Filing Proxy Statement)

<PAGE>

PIONEER INTEREST SHARES
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
1-800-
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, SEPTEMBER 16, 1997

The Annual Meeting of Shareholders (the "Meeting") of Pioneer Interest
Shares, a Delaware business trust (the "Fund"), will be held at the
offices of Hale and Dorr LLP, counsel to the Fund, at 60 State Street,
26th floor, Boston, Massachusetts 02109 on Tuesday, September 16, 1997 at
2:00 p.m. (Boston time) to consider and act upon the following proposals:

1. To elect the nine (9) Trustees named in the attached Proxy
Statement to serve on the Fund's Board of Trustees until their
successors have been duly elected and qualified;

2. To ratify the selection of Arthur Andersen LLP as the Fund's
independent public accountants for the fiscal year ending December
31, 1997; and

3. To transact such other business as may properly come before the
Meeting or any adjournment thereof.

Shareholders of record as of the close of business on July 8, 1997,
are entitled to vote at the Meeting or any adjournment thereof.

By Order of the Board of Trustees,
Joseph P. Barri, Secretary

Boston, Massachusetts
July 18, 1997

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE
COMPLETE AND RETURN THE ENCLOSED PROXY CARD. YOU MAY STILL VOTE IN PERSON
IF YOU ATTEND THE MEETING.

0697-4317
<PAGE>

PIONEER INTEREST SHARES
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
1-800-
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 16, 1997

INTRODUCTION

This Proxy Statement is furnished to shareholders of Pioneer Interest
Shares, a Delaware business trust (the "Fund"), in connection with the
solicitation of proxies by the Fund's Board of Trustees for use at the
Annual Meeting of Shareholders (the "Meeting") to be held at the offices
of Hale and Dorr LLP, counsel to the Fund, at 60 State Street, 26th floor,
Boston, Massachusetts 02109 on Tuesday, September 16, 1997 at 2:00 p.m.
(Boston time) and at any adjournment thereof, for the purposes set forth
in the accompanying Notice of Annual Meeting of Shareholders.

The attached Notice, this Proxy Statement (the "Proxy Statement") and
the enclosed proxy card are being mailed to shareholders on or after July
18, 1997. THE FUND'S ANNUAL REPORT FOR ITS FISCAL PERIOD ENDED DECEMBER
31, 1996 WAS MAILED TO SHAREHOLDERS ON OR ABOUT , 1997.
ADDITIONAL COPIES MAY BE OBTAINED FREE OF CHARGE BY WRITING TO THE FUND AT
ITS EXECUTIVE OFFICES, 60 STATE STREET, BOSTON, MASSACHUSETTS 02109 OR BY
CALLING 1-800-225-6292.

Shareholders of record as of the close of business on July 8, 1997
(the "Record Date") are entitled to vote on all business of the Meeting or
any adjournments thereof. As of the Record Date, shares of
beneficial interest of the Fund were outstanding. To the knowledge of the
management of the Fund, no person beneficially owned more than 5% of the
outstanding shares of the Fund as of July 8, 1997 except that Cede and
Co., Box 20, Bowling Green Station, New York, NY 10004-0001, held
shares as nominee.

PROPOSAL 1.
ELECTION OF BOARD OF TRUSTEES

The persons named on the accompanying proxy card intend to vote at the
Meeting (unless otherwise directed) FOR the election of the nine (9)
nominees named below as Trustees of the Fund. All of the nominees, except
Mary K. Bush, currently serve as Trustees and all have been recommended by
the Nominating Committee of the Trustees which consists solely of the
Trustees who are not "interested persons" of the Fund, Pioneering
Management Corporation ("PMC") or Pioneer Funds Distributor, Inc. ("PFD")
within the meaning of the Investment Company Act of 1940, as amended (the
"1940 Act").

Each Trustee will be elected to hold office until the next meeting of
shareholders or until his or her successor is elected and qualified. Each
nominee has consented to being named herein and indicated his or her
willingness to serve if elected. If any such nominee should be unable to
serve, an event not now anticipated, the persons named as proxies may vote
for such other person as shall be designated by the Board of Trustees.

The following table sets forth each nominee's position(s) with the
Fund, age, address, principal occupation or employment during the past
five years; trusteeships and directorships, and indicates the date on
which he or she first became a Trustee of the Fund. The table also shows
the number of shares of beneficial interest of the Fund beneficially owned
by each nominee, directly or indirectly, on May 30, 1997.

("OMEGA") AND THETA ENTERPRISES,
INC. AND PIONEER INTERNATIONAL
CORPORATION ("P.INTL.") LUSCINA,
INC.; CHAIRMAN OF THE SUPERVISORY
BOARD OF PIONEER FONDS MARKETING
GMBH ("PIONEER GMBH"); MEMBER OF
THE SUPERVISORY BOARD OF PIONEER
FIRST POLISH TRUST FUND JOINT STOCK
COMPANY, S.A. ("PFPT") AND PIONEER
CZECH INVESTMENT COMPANY, A.S.;
AND PARTNER, HALE AND DORR LLP
<S> <C> <C> <C>
(Counsel to the Fund)

MARY K. BUSH, [Age) .... President, Bush & Co., a financing 1997 -0-
Trustee consulting firm, since 1991;
4201 Cathedral Ave. NW Director/ Trustee of Mortgage
Apt. 1016E Guaranty Insurance Corporation,
Washington, DC 20016 Washington Mutual Investors Fund,
a registered investment company,
Novecon Management Company,
Hoover Institution, Folger
Shakespeare Library, March of
Dimes, Project 2000, Inc., Small
Enterprise Assistance Fund and
Wilberforce University
RICHARD H. EGDAHL, M.D., Professor of Management, Boston 1993 -0-
70 University School of Management;
Trustee Professor of Public Health, Boston
Boston University University School of Public
Health Policy Institute Health; Professor of Surgery,
53 Bay State Road Boston University School of
Boston, MA 02115 Medicine; Director, Boston
University Health Policy
Institute and University Medical
Center; Executive Vice President
and Vice Chairman of the Board,
University Hospital; Academic
Vice President for Health Affairs,
Boston University; Director,
Essex Investment Management
Company, Inc., an investment
adviser, Health Payment Review,
Inc., a health care containment
software firm, Mediplex Group,
Inc., a nursing care facilities
firm, Peer Review Analysis, Inc.,
a health care utilization
management firm, and
Springer-Verlag New York, Inc., a
publisher; and Honorary Director,
Franciscan Children's Hospital
</TABLE>

<TABLE>
<CAPTION>
SHARES OF BENEFICIAL
INTEREST OF THE FUND
BENEFICIALLY OWNED AND
NAME, AGE, PRINCIPAL OCCUPATION FIRST PERCENTAGE OF TOTAL
POSITION(S) WITH THE OR EMPLOYMENT BECAME A SHARES OUTSTANDING ON
FUND AND ADDRESS AND DIRECTORSHIPS/TRUSTEESHIPS(1) TRUSTEE MAY 30, 1997(2)
<S> <C> <C> <C>
MARGARET B.W. GRAHAM, 50 Founding Director, Winthrop Group, 1993 -0-
Trustee Inc., a consulting firm, since
The Keep 1982; Manager of Research
P.O. Box 110 Operations, Xerox Palo Alto
Little Deer Isle, Research Center, between 1991 and
ME 04650 1994; and Professor of Operations
Management and Management of
Technology, Boston University
School of Management, between 1989
and 1993
John W. Kendrick, 79 ... Professor Emeritus of Economics, 1993 300
Trustee George Washington University; and (0.0)%
6363 Waterway Dr. Economic Consultant and Director,
Falls Church, VA 22044 American Productivity and Quality
Center
Marguerite A. Piret, 49. President, Newbury, Piret & Company, 1993 100
Trustee Inc., a merchant banking firm (0.0)%
One Boston Place
Suite 2635
Boston, MA 02108
David D. Tripple, 53* .. Director and Executive Vice 1993 100
Executive Vice President President of PGI; President, Chief (0.0)%
and Trustee Investment Officer and a Director
60 State Street of PMC; Director of PFD, PCC,
Boston, MA 02109 Pioneer SBIC Corporation, Pioneer
First Russia, Inc., Pioneer Omega,
Inc., P. Intl. and PIC; and Member
of the Supervisory Board of PFPT
Stephen K. West, 68 .... Partner, Sullivan & Cromwell, a law 1993 300
Trustee firm (0.0)%
125 Broad Street
New York, NY 10004
John Winthrop, 61 ...... President, John Winthrop & Co., a 1993 101
Trustee private investment firm; Director (0.0)%
One North Adgers Wharf of NUI Corp.; and Trustee of
Charleston, SC 29401 Alliance Capital Reserve,
Alliance Government Reserve and
Alliance Tax Exempt Reserve
</TABLE>

* Messrs. Cogan and Tripple are "interested persons" of the Fund, PMC
and PFD within the meaning of the 1940 Act.

(1) Each nominee also serves as a trustee for each of the 20 open-end
investment companies (mutual funds) in the Pioneer family of mutual
funds and for each of the eight portfolios of the Pioneer Variable
Contracts Trust (except Messrs. Kendrick and Winthrop and Mesdames
Bush and Graham who do not serve as Trustees for Pioneer Variable
Contracts Trust). Except for Ms. Bush who was elected by the other
Trustees in June, 1997, each Trustee was elected by the shareholders
of the Fund in 1996.

(2) As of May 30, 1997, the Trustees and officers of the Fund beneficially
owned, directly or indirectly, in the aggregate less than 1% of the
Fund's outstanding shares.

Ms. Piret, Mr. West and Mr. Winthrop serve on the Audit Committee of
the Board of Trustees. The functions of the Audit Committee include
recommending independent auditors to the Trustees, monitoring the
independent auditors' performance, reviewing the results of audits and
responding to certain other matters deemed appropriate by the Trustees.
Ms. Graham, Ms. Piret and Mr. Winthrop also serve on the Nominating
Committee of the Board of Trustees. The primary responsibility of the
Nominating Committee is the selection and nomination of candidates to
serve as independent trustees. The Nominating Committee will also consider
nominees recommended by shareholders to serve as Trustees provided that
shareholders submitting such recommendations comply with all relevant
provisions of Rule 14a-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").

During the fiscal year ended December 31, 1996, the Board of Trustees
held meetings, the Audit Committee held meetings and the
Nominating Committee . All of the current Trustees and Committee
Members then serving attended at least % of the meetings of the Board of
Trustees or applicable committee, if any, held during the fiscal year
ended December 31, 1996.

OTHER EXECUTIVE OFFICERS

In addition to Messrs. Cogan and Tripple, who serve as executive
officers of the Fund, the following table provides information with
respect to the other executive officers of the Fund. Each executive
officer is elected by the Board of Trustees and serves until his successor
is chosen and qualified or until his resignation or removal by the Board.
The business address of all officers of the Fund is 60 State Street,
Boston, Massachusetts 02109.

<TABLE>
<CAPTION>
NAME, AGE AND
POSITION WITH THE FUND PRINCIPAL OCCUPATION(S)
<S> <C>
WILLIAM H. KEOUGH, 60,..... Senior Vice President, Chief Financial
Treasurer Officer and Treasurer of PGI and Treasurer
of PFD, PMC, PSC, PPC, Pioneer SBIC
Corporation, PIC, PMT, PIntl. and each
fund in the Pioneer family of mutual funds.
Joseph P. Barri, 50,....... Secretary of PGI, PMC, PPC, PIC, PIntl, PMT,
Secretary First Russia, Omega and PCC and each fund
in the Pioneer family of mutual funds;
Clerk of PFD and PSC and Partner, Hale
and Dorr LLP (counsel to the Fund).
</TABLE>

REMUNERATION OF TRUSTEES AND OFFICERS

The following table provides information regarding the compensation
paid by the Fund and the other investment companies in the Pioneer family
of mutual funds to the Trustees for their services as indicated below.
Compensation paid by
the Fund to Messrs. Cogan and Tripple, interested persons of PMC, is
reimbursed to the Fund by PMC. The Fund pays no salary or other
compensation to its officers.

<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM THE FUND
AGGREGATE AND OTHER FUNDS IN
COMPENSATION THE PIONEER FAMILY
TRUSTEE FROM THE FUND+ OF MUTUAL FUNDS++
<S> <C> <C>
John F. Cogan, Jr. $500 $11,083
Mary K. Bush* -0- -0-
Richard H. Egdahl, M.D. 1,915 59,858
Margaret B.W. Graham 2,015 59,858
John W. Kendrick 2,015 59,858
Marguerite A. Piret 2,316 79,842
David D. Tripple 500 11,083
Stephen K. West 2,142 67,850
John Winthrop 2,128 66,442
Totals $13,531 $415,874
</TABLE>

+ For the fiscal year ended December 31, 1996.

++ For the calendar year ended December 31, 1996.

* Ms. Bush was first elected as a Trustee in June, 1997.

INVESTMENT ADVISER

PMC, whose executive offices are located at 60 State Street, Boston,
Massachusetts 02109, serves as investment adviser to the Fund.

PMC is a wholly owned subsidiary of PGI. As of May 30, 1997, Mr. Cogan
beneficially owned shares ( . %) of the outstanding Common Stock of
PGI. Mr. Cogan's beneficial holdings included shares held in trusts
with respect to which Mr. Cogan may be deemed to be a beneficial owner by
reason of his interest as a beneficiary and/or position as a trustee and
shares which Mr. Cogan has the right to acquire under outstanding options
within sixty days of May 30, 1997. At such date, Robert L. Butler and
David D. Tripple, PMC's other directors, each owned beneficially less than
% of the outstanding Common Stock of PGI. As of May 30, 1997 officers and
directors of PMC and Trustees and officers of the Fund beneficially owned
an aggregate of shares of Common Stock of PGI, approximately % of
the outstanding common Stock of PGI. During PGI's fiscal year ended March
31, 1997, there were no transactions in PGI Common Stock by any officer,
Trustee or nominee for election as Trustee of the Fund, PMC and/or PFD in
an amount equal to or exceeding % of the outstanding Common Stock of
PGI.

REQUIRED VOTE

In accordance with the Fund's Agreement and Declaration of Trust, the
vote of a plurality of all of the shares of the Fund voted at the Meeting
is sufficient to elect the nominees.

PROPOSAL 2.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The firm of Arthur Andersen LLP has served as the Fund's independent
public accountant since 1994. Audit services during the fiscal year ending
December 31, 1997 will consist of examinations of the Fund's financial
statements and reviews of the Fund's filings with the SEC.

The Board of Trustees, including a majority of the Trustees who are
not "interested persons" of the Fund or PMC, has selected Arthur Andersen
LLP as the Fund's independent public accountants for the fiscal year
ending December 31, 1997, subject to shareholder ratification at the
Meeting. A representative of Arthur Andersen LLP is expected to be
available at the Meeting to make a statement if he or she desires to do so
and to respond to appropriate questions. Arthur Anderson LLP has advised
the Fund that it has no direct or indirect financial interest in the Fund.

REQUIRED VOTE

The ratification of the selection of Arthur Andersen LLP as the Fund's
independent public accountants for the fiscal year ending December 31,
1997 requires the affirmative vote of a majority of the shares of the
Fund, present in person or by proxy and entitled to vote at the Meeting.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE IN FAVOR OF THE
RATIFICATION OF ARTHUR ANDERSEN LLP AS THE FUND'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1997.

OTHER MATTERS

SHAREHOLDER PROPOSALS

Shareholder proposals to be presented at the next meeting of shareholders,
whenever held, must be received at the Fund's offices, 60 State Street, Boston,
Massachusetts 02109, at a reasonable time prior to the Trustees' solicitation of
proxies for such meeting and must comply with the requirements of Rule 14a-8
under the Exchange Act. The Fund currently expects to hold the next annual
shareholders' meeting on or about June 16, 1998, which date is subject to
change.

PROXIES, QUORUM AND VOTING AT THE MEETING

Any person giving a proxy has the power to revoke it at any time prior
to its exercise by executing a superseding proxy or by submitting a notice
of revocation to the Secretary of the Fund. In addition, although mere
attendance at the Meeting will not revoke a proxy, a shareholder present
at the Meeting may withdraw his or her proxy and vote in person. All
properly executed and unrevoked proxies received in time for the Meeting
will be voted in accordance with the instructions contained in the
proxies. If no instruction is given, the persons named as proxies will
vote the shares represented thereby in favor of the Proposals described
above and will use their best judgment in connection with the transaction
of such other business as may properly come before the Meeting or any
adjournment thereof.

A majority of the shares entitled to vote -- present in person or
represented by proxy -- constitutes a quorum for the transaction of
business with respect to any Proposal (unless otherwise noted in the Proxy
Statement). In the event that at the time any session of the Meeting is
called to order and a quorum is not present in person or by proxy, the
persons named as proxies may vote those proxies which have been received
to adjourn such Meeting to a later date. In the event that a quorum is
present at the Meeting but sufficient votes in favor of any Proposal,
including the electing of the nominees to the Board of Trustees, have not
been received, the persons named as proxies may propose one or more
adjournments of such Meeting to permit further solicitation of proxies
with respect to such Proposal. Any such adjournment will require the
affirmative vote of a majority of the shares present in person or by proxy
at the session of the Meeting to be adjourned. The persons named as
proxies will vote those proxies which they are entitled to vote in favor
of any such Proposal in favor of such adjournment and will vote those
proxies required to be voted against any such Proposal against such
adjournment. A shareholder vote may be taken on one or all of the
Proposals prior to such adjournment if sufficient votes for the Proposal's
approval have been received and it is otherwise appropriate. Such vote
will be considered final regardless of whether the Meeting is adjourned to
permit additional solicitation with respect to any other Proposal.

Shares of the Fund represented at the Meeting (including shares which
abstain or do not vote with respect to one or more of the Proposals) will
be counted for purposes of determining whether a quorum is present at the
Meeting. Abstentions will be treated as shares that are present and
entitled to vote for purposes of determining the number of shares that are
present and entitled to vote with respect to any particular Proposal, but
will not be counted as a vote in favor of such Proposal. Accordingly, an
abstention from voting on a Proposal has the same legal effect as a vote
against the Proposal.

If a broker or nominee holding shares in "street name" indicates on
the proxy that it does not have discretionary authority to vote as to any
Proposal, those shares will not be considered present and entitled to vote
as to that Proposal. Accordingly, a "broker non-vote" has no effect on the
voting in determining whether a proposal has been adopted. In general,
brokers or nominees are given discretionary authority to vote shares held
in street name with respect to the election of trustees/directors and the
ratification of auditors.

OTHER BUSINESS

While the Meeting has been called to transact any business that may
properly come before it, the only matters that the Trustees intend to
present are those matters stated in the attached Notice of Annual Meeting
of Shareholders. However, if any additional matters properly come before
the Meeting, and on all matters incidental to the conduct of the Meeting,
it is the intention of the persons named in the enclosed proxy to vote the
proxy in accordance with their judgment on such matters unless instructed
to the contrary.

METHODS OF SOLICITATION AND EXPENSES

The cost of preparing, assembling and mailing this proxy statement and
the attached Notice of Annual Meeting of Shareholders and the accompanying
proxy card will be borne by the Fund. In addition to soliciting proxies by
mail, the Fund may, at its expense, have one or more of its officers,
representatives or compensated third-party agents, including PMC, PSC and
PFD, aid in the solicitation of proxies by personal interview or telephone
and telegraph and may request brokerage houses and other custodians,
nominees and fiduciaries to forward proxy soliciting materials to the
beneficial owners of the shares held of record by such persons.

The Fund may also arrange to have votes recorded by telephone. The
telephone voting procedure is designed to authenticate shareholders'
identities, to allow shareholders to authorize the voting of their shares
in accordance with their instructions and to confirm that their
instructions have been properly recorded. The Fund has been advised by
counsel that these procedures are consistent with the requirements of
applicable law. If these procedures were subject to a successful legal
challenge, such votes would not be counted at the Meeting. The Fund is
unaware of any such challenge at this time. Shareholders would be called
at the phone number PSC has in its records for their accounts, and would
be asked for their Social Security number or other identifying
information. The shareholders would then be given an opportunity to
authorize proxies to vote their shares at the Meeting in accordance with
their instructions. To ensure that the shareholders' instructions have
been recorded correctly, they will also receive a confirmation of their
instructions in the mail. A special toll-free number will be available in
case the information contained in the confirmation is incorrect.

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

PIONEER INTEREST SHARES

July 18, 1997

<PAGE>

VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL
SAVE THE EXPENSE OF ADDITIONAL MAILINGS
Please sign and return this proxy card in the enclosed envelope or mail to:
PIONEER INTEREST SHARES
Proxy Tabulator
P.O. Box 9138
Hingham, MA 02043

Please fold and detach card at perforation before mailing

PIONEER INTEREST SHARES 60 STATE STREET,
BOSTON, MASSACHUSETTS 02109

NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD TUESDAY, SEPTEMBER 16, 1997

The undersigned, having received notice of the meeting and management's proxy
statement therefor, and revoking all prior proxies, hereby appoint(s) John F.
Cogan, Jr., David D.Tripple, Robert P. Nault and Joseph P. Barri, and each of
them, attorneys or attorney of the undersigned (with full power of substitution
in them and each of them) for and in the name(s) of the undersigned to attend
the Annual Meeting of Shareholders of Pioneer Interest Shares (the "Fund") to be
held on Tuesday, September 16, 1997 at 2:00 p.m. (Boston time) at the offices of
Hale and Dorr LLP,counsel to the Fund, 60 State Street, 26th Floor, Boston,
Massachusetts 02109 (the "Meeting"), and any adjourned session or sessions
thereof, and there to vote and act upon the following matters (as more fully
described in the accompanying Proxy Statement) in respect of all shares of the
Fund which the undersigned will be entitled to vote or act upon, with all the
powers the undersigned would possess if personally present:

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND AND
SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS.

DATED:..........., 199..

In signing, please write name(s) exactly as appearing hereon. When signing
as attorney, executor, administrator or other fiduciary, please give your
full title as such. Joint owners should each sign personally.

..........................
Signature(s)
085
<PAGE>

Please fold and detach card at perforation before mailing

Please vote by filling in the boxes below.

(1) To elect the nine (9)Trustees to serve on the Board of Trustees until
their successors have been duly elected and qualified. The nominees
are:

John F. Cogan, Jr., Mary K. Bush, Richard H. Egdahl, M.D.,
Margaret B.W.Graham, John W. Kendrick, Marguerite A. Piret, David D.
Tripple, Stephen K. West and John Winthrop.

FOR electing |_| WITHHOLD authority to vote |_|
all the nominees for all nominees
(except as marked to the contrary)

(NOTE: To withhold authority to vote for one or more of the nominees, write
the nominee name(s) on the line below.)

..............................................

(2) To ratify the selection of Arthur Andersen LLP as the Fund's
independent public accountants for the fiscal year ending December 31,
1997;
FOR |_| AGAINST |_| ABSTAIN |_|

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.