File No. 2-42352
File No. 811-2239
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/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/x/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e) (2))
Pioneer Interest Shares
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
<PAGE>
DRAFT 4/2/99
PIONEER INTEREST SHARES
60 State Street
Boston, Massachusetts 02109
1-800-622-3265
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Scheduled for June 22, 1999
This is the formal agenda for your fund's shareholder meeting. It tells
you the matters you will be asked to vote on and the time and place of the
meeting, in case you want to attend in person.
To the shareholders of Pioneer Interest Shares:
A meeting of shareholders of your fund will be held at the offices of
Hale and Dorr LLP, 60 State Street, 26th Floor, Boston, Massachusetts on
Tuesday, June 22, 1999 at 2:00 p.m., Boston time, to consider the following:
1. A proposal to elect the nine (9) trustees named in the
attached proxy statement to serve on the board of trustees
until their successors have been duly elected and qualified.
2. A proposal to approve amendments to your fund's fundamental
investment objective, as described in the attached proxy
statement.
3. A proposal to ratify the selection of Arthur Andersen LLP as
the fund's independent public accountants for the fiscal
year ending December 31, 1999.
4. Any other business that may properly come before the meeting.
Shareholders of record as of the close of business of April 26, 1999
are entitled to vote at the meeting and any related follow-up meetings.
By order of the board of trustees,
Joseph P. Barri, Secretary
Boston, Massachusetts
April __, 1999
Whether or not you expect to attend the meeting, please complete and return the
enclosed proxy card. If shareholders do not return their proxies in sufficient
numbers, your fund will incur the cost of extra solicitations, which is
indirectly borne by you and other shareholders.
<PAGE>
PROXY STATEMENT OF
PIONEER INTEREST SHARES
60 State Street
Boston, Massachusetts 02109
1-800-225-6292
SPECIAL MEETING OF SHAREHOLDERS
This proxy statement contains the information you should know before
voting on the proposals as summarized below.
Pioneer Interest Shares will furnish without charge a copy of its annual report
to any shareholder upon request. Shareholders who want to obtain a copy of the
fund's annual report should direct all written requests to the attention of the
fund, at the address listed above, or should call Pioneering Services
Corporation, the fund's transfer agent, at 1-800-225-6292.
INTRODUCTION
This proxy statement is being used by the board of trustees of your fund to
solicit proxies to be voted at a special meeting of shareholders of your fund.
This meeting will be held at the offices of Hale and Dorr LLP, 60 State Street,
26th Floor, Boston, Massachusetts 02109, at 2:00 p.m., Boston time on Tuesday,
June 22, 1999, and at any adjournments of the meeting to a later date. The
purpose of this meeting is to consider:
1. A proposal to elect the nine (9) trustees named under
Proposal 1 to serve on the board of trustees until their
successors have been duly elected and qualified.
2. A proposal to approve amendments to your fund's fundamental
investment objective, as described under Proposal 2.
3. A proposal to ratify the selection of Arthur Andersen LLP as
the fund's independent public accountants for the fiscal
year ending December 31, 1999.
4. Any other business that may properly come before the meeting.
This proxy statement and proxy are being mailed to shareholders on or about
April __, 1999. The Annual Report for the fund for the fiscal year ended
December 31, 1998, was previously mailed to shareholders.
Who is Eligible to Vote?
Shareholders of record of the fund as of the close of business on April
26, 1999 (the "record date") are entitled to vote on all of the fund's business
at the meeting or any adjournments thereof. Each share is entitled to one vote.
Shares represented by properly executed proxies, unless revoked before or at the
meeting, will be voted according to shareholders' instructions. If you sign a
proxy, but do not fill in a vote, your shares will be voted to approve the
proposals. If any other business comes before the meeting, your shares will be
voted at the discretion of the persons named as proxies.
<PAGE>
PROPOSAL 1
ELECTION OF BOARD OF TRUSTEES
All of the nominees for election currently serve as trustees for your
fund. 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 in this proxy statement and indicated his
or her willingness to serve if elected. If any nominee should be unable to
serve, an event which is not anticipated, the persons named as proxies may vote
for such other person as shall be designated by the board of trustees of the
fund. 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.
The following table sets forth each nominee's position(s) with the
fund, and their age, address, principal occupation and employment during the
past five years and any other directorships held. The table also indicates the
year during which he or she first became a trustee of the fund and the number of
shares of the fund beneficially owned by each nominee, directly or indirectly,
on [April __], 1999.
<TABLE>
<S> <C> <C> <C>
Name, age, position(s) with Principal occupation or employment and First became a Number of shares
the fund and address trusteeships(1) trustee owned and
percentage of
total shares
outstanding on
April __, 1999
JOHN F. COGAN, JR.* (72) President, Chief Executive Officer and a 1993
Chairman of the Board, Director of The Pioneer Group, Inc. ("PGI");
President and Trustee Chairman and a Director of Pioneer Investment
60 State Street Management, Inc. ("Pioneer") and Pioneer
Boston, MA 02109 Funds Distributor, Inc. ("PFD"); Director of
Pioneering Services Corporation ("PSC"), Pioneer
Capital Corporation ("PCC"), Pioneer Real Estate
Advisors, Inc., Pioneer Forest, Inc., Pioneer
Explorer, Inc., Pioneer Management (Ireland) Ltd.
("PMIL") and Closed Joint Stock Company
"Forest-Starma"; President and Director of
Pioneer Metals and Technology, Inc. ("PMT"),
Pioneer International Corp. ("Pint"), Pioneer
First Russia, Inc. ("First Russia") and Pioneer
Omega, Inc. ("Omega"); Chairman of the Board and
Director of Pioneer Goldfields Limited ("PGL")
and Teberebie Goldfields Limited; Chairman of the
Supervisory Board of Pioneer Fonds Marketing,
GmbH, Pioneer First Polish Investment Fund Joint
Stock Company, S.A. and Pioneer Czech Investment
Company, A.S.; Chairman, President and Trustee of
all of the Pioneer mutual funds; Director of
Pioneer Global Equity Fund plc, Pioneer Global
Bond Fund Plc, Pioneer DM Cash Fund Plc, Pioneer
European Equity Fund Plc, Pioneer Emerging Europe
Fund Plc, Pioneer US Real Estate Fund Plc and
Pioneer U.S. Growth Fund Plc (collectively, the
"Irish Funds"); and Partner, Hale and Dorr LLP
(counsel to PGI and the fund).
MARY K. BUSH President, Bush & Co. (international 1997
(51) financial advisory firm); Director and/or
Trustee Trustee of Mortgage Guaranty Insurance
4201 Cathedral Ave. NW Corporation, Novecon Management Company,
Apt. 1016E Hoover Institution, Folger Shakespeare
Washington, DC 20016 Library, March of Dimes, Project 2000, Inc.
(not-for-profit educational organization), Small
Enterprise Assistance Fund, Wilberforce
University and Texaco, Inc.; Advisory Board
Member, Washington Mutual Investors Fund
(registered investment company); and Trustee of
all the Pioneer mutual funds, except Pioneer
Variable Contracts Trust.
RICHARD H. EGDAHL, M.D. Alexander Graham Bell Professor of Health 1993
(72) Care Entrepreneurship, Boston University;
Trustee Professor of Management, Boston University
Boston University Health School of Management; Professor of Public
Policy Institute Health; Boston University School of Public
55 Bay State Road Health; Professor of Surgery, Boston
Boston, MA 02115 University School of Medicine, University
Program for Health Care Entrepreneurship, CORE
(management of workers' compensation and
disability costs - Nasdaq National Market), and
WellSpace (provider of complementary health
care); Trustee, Boston Medical Center; Honorary
Trustee, Franciscan Children's Hospital; and
Trustee of all of the Pioneer mutual funds.
MARGARET B.W. GRAHAM Founding Director, The Winthrop Group, Inc. 1993
(51) (consulting firm); Manager of Research
Trustee Operations, Xerox Palo Alto Research Center,
The Keep from 1991 to 1994; Professor of Operations
P.O. Box 110 Management and Management of Technology and
Little Deer Isle, ME 04650 Associate Dean, Boston University School of
Management, from 1989 to 1993; and Trustee of all
the Pioneer mutual funds, except Pioneer Variable
Contracts Trust.
JOHN W. KENDRICK Professor Emeritus, George Washington 1993
(81) University; Director, American Productivity
Trustee and Quality Center; Adjunct Scholar, American
636 Waterway Drive Enterprise Institute; Economic Consultant;
Falls Church, VA 22044 and Trustee of all of the Pioneer mutual
funds, except Pioneer Variable Contracts Trust
MARGUERITE A. PIRET President Newbury, Piret & Company, Inc. 1993
(50) (merchant banking firm); Trustee of Boston
Trustee Medical Center; Member of the Board of
One Boston Place Governors of the Investment Company
Suite 2635 Institute; and Trustee of all of the Pioneer
Boston, MA 02108 mutual funds.
DAVID D. TRIPPLE* Executive Vice President and a Director of 1993
(55) PGI; President and a Director of Pioneer;
Executive Vice President and Director of PFD, PCC, Pintl, First Russia,
Trustee Omega, Pioneer SBIC Corporation ("Pioneer
60 State Street SBIC"), PMIL and the Irish Funds; and
Boston, MA 02109 Executive Vice President and Trustee of all
of the Pioneer mutual funds.
STEPHEN K. WEST Of Counsel, Sullivan & Cromwell (law firm); 1993
(70) Director, Kleinwort Benson Australian Income
Trustee Fund, Inc., The Swiss Helvetia Fund, Inc.
125 Broad Street (mutual funds), AMVESCAP PLC (investment
New York, NY 10004 managers) and American Insurance Holdings,
Inc.; Trustee, The Winthrop Focus Funds (mutual
funds); and Trustee of all of the Pioneer mutual
funds.
JOHN WINTHROP President, John Winthrop & Co., Inc. (private 1993
(62) investment firm); Director, of NUI Corp.
Trustee (energy sales, services and distribution);
One North Adgers Wharf and Trustee of all of the Pioneer mutual
Charleston, SC 29401 funds; except Pioneer Variable Contracts
Trust.
</TABLE>
* Messrs. Cogan and Tripple are "interested persons" of the fund and
Pioneer within the meaning of Section 2(a)(19) of the Investment
Company Act of 1940 (the "1940 Act").
(1) Each nominee also serves as a trustee for each of the open-end
investment companies (mutual funds) in the Pioneer family of mutual
funds and for each of the twelve portfolios of the Pioneer Variable
Contracts Trust (except Messrs. Kendrick and Winthrop and Mmes. Graham
and Bush, who do not serve as trustees for Pioneer Variable Contracts
Trust). Each trustee was most recently elected by the shareholders of
the fund in 1998.
(2) As of [April __], 1999, 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, 1998, the board of trustees
held 12 meetings, the audit committee held _____ meetings and the nominating
committee held _____ meeting[s]. All of the current trustees and committee
members then serving attended at least 75% of the meetings of the board of
trustees or applicable committee, if any, held during the fiscal year ended June
30, 1998. [Please confirm]
Mr. Cogan is an officer of Pioneer and owns, as of [April __], 1999,
approximately ___% of the outstanding Common Stock of Pioneer. None of the other
nominees own more than [1%] of the outstanding Common Stock of Pioneer. [Pioneer
- - Is any disclosure on purchase of Pioneer shares required by Item 22(a)(3)(J)
of Schedule 14A?]
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>
<S> <C>
Name, Age And Position With The Fund Principal Occupation(s)
JOHN A. BOYNTON, (44), Treasurer Executive Vice President, Treasurer and Chief
Financial Officer of PGI; and Treasurer of PFD and all
of the Pioneer mutual funds. Prior to joining PGI in
November 1998, Mr. Boynton was a Senior Vice President
of The Quaker Oats Company.
JOSEPH P. BARRI, (52), Secretary Corporate Secretary of PGI and most of its
subsidiaries; Secretary of all of the Pioneer mutual
funds; and Partner, Hale and Dorr LLP.
ERIC W. RECKARD, (42), Assistant Treasurer Vice President-Corporate Finance since February 1999;
Manager of Business Planning and Internal Audit of PGI
since September 1996; Manager of Fund Accounting of
Pioneer since May 1994; Manager of Auditing,
Compliance and Business Analysis for PGI prior to May
1994; and Assistant Treasurer of all of the Pioneer
mutual funds.
ROBERT P. NAULT, (34), Assistant Secretary Senior Vice President, General Counsel and Assistant
Secretary of PGI since 1995; Assistant Secretary of
Pioneer, certain other PGI subsidiaries and all of the
Pioneer mutual funds; Assistant Clerk of PFD and PSC;
and junior partner of Hale and Dorr LLP prior to 1995.
</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, who are interested persons of
Pioneer, is reimbursed to the fund by Pioneer. The fund pays no salary or other
compensation of its officers.
<TABLE>
<S> <C> <C>
Trustee Aggregate compensation Total Compensation from the fund
from the fund+ and other funds in the Pioneer
family of mutual funds++
John F. Cogan, Jr. $ * $ 18,750*
Mary K. Bush 77,125
Richard H. Egdahl, M.D. 79,125
Margaret B.W. Graham 81,750
John W. Kendrick 65,900
Marguerite A. Piret 98,750
David D. Tripple 18,750*
Stephen K. West 85,050
John Winthrop 85,875
--- ------
Totals $ $611,075
========= ========
</TABLE>
* Pioneer fully reimbursed the fund and the other mutual funds in the
Pioneer family of mutual funds for
compensation paid to Messrs. Cogan and Tripple.
+ For the fiscal year ended December 31, 1998.
++ For the calendar year ended December 31, 1998.
Investment Adviser
Pioneer and Pioneer Fund Distributors, Inc., whose executive offices
are located at 60 State Street, Boston, Massachusetts 02109, serve as investment
adviser and principal underwriters, respectively, to the fund.
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. This means that the nine (9) nominees
receiving the greatest number of votes will be elected to the board.
<PAGE>
PROPOSAL 2
AMENDMENT TO THE FUND'S FUNDAMENTAL
INVESTMENT OBJECTIVE
Pioneer and your fund's board of trustees recommend that your fund's
fundamental investment objective be amended to eliminate the phrase "which
management considers to be of high-quality." The purpose of this change is to
clarify your fund's existing investment objective and avoid potential ambiguity
caused by the use of the term "high-quality." The board is concerned that the
use of "high quality" in the fund's objective may cause some investors to assume
that it has a policy to invest primarily in debt securities rated AAA or better.
Since the fund's organization, the term "high quality" frequently has been used
to dexcribe a portfolio that is limited to debt instrument in the two or three
highest rating categories. The Fund has been authorized since its organization
to invest without limit in bonds that are rated investment grade by a nationally
recognized statistical rating organization, and up to 20% of its assets in bonds
that are rated below investment grade or unrated. While the fund's rating
criteria have always been primarily disclosed to investors, the board believes
that it is appropriate to remove this potentially confusing reference. The
proposed change will not alter your fund's range of permissible investments or
its investment focus, but merely will restate its investment objective to better
reflect the existing range.
Current Investment Objective Proposed Investment Objective To seek
interest income by investing in a To seek interest income by
investing in a diversified portfolio of debt obligations which
diversified portfolio of debt obligations, management considers to be
of high quality, with primarily investment grade, with the objective
of the objective of obtaining as high a yield as obtaining as high a
yield as possible consistent possible consistent with this type of
investment. with this type of investment.
Voting Rights and Required Vote
Approval of proposal 2 requires the affirmative vote of a majority of
the shares of your fund outstanding and entitled to vote. For this purpose, a
majority of the outstanding shares of your fund means the vote of the lesser of:
(1) 67% or more of the shares present at the meeting, if the
holders of more than 50% of the shares of the fund are
present or represented by proxy, or
(2) more than 50% of the outstanding shares of the fund.
Board Evaluation and Recommendation
The trustees believe that the proposed amendments to your fund's
fundamental investment objective will more clearly reflect the fund's range of
permissible investments. Accordingly, the trustees recommend that you approve
the proposal to change the objective as described above. If the required
approval of this change is not obtained, the current objective will remain in
effect.
The trustees of your fund recommend that the shareholders of your fund
vote FOR the proposal to amend the fund's investment objective.
PROPOSAL 3
RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen LLP has served as your fund's independent
public accountants since 1994. Audit services during the fiscal year ending
December 31, 1999 will consist of examinations of the fund's financial
statements and reviews of the fund's filings with the Securities and Exchange
Commission.
The fund's board of trustees, including a majority of the trustees who
are not "interested persons" of the fund or Pioneer, has selected Arthur
Andersen LLP as the fund's independent public accountants for the fiscal year
ending December 31, 1999, 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 Andersen 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 your fund's
independent public accountants for the fiscal year ending December 31, 1999
requires the affirmative vote of a majority of the shares of your fund, present
in person or by proxy and entitled to vote at the meeting.
Recommendation
The trustees of your fund recommend that the shareholders of your fund
vote FOR the ratification of Arthur Andersen LLP as your fund's independent
public accountants for the fiscal year ending December 31, 1999.
INFORMATION CONCERNING THE MEETING
Outstanding shares and quorum
As of the record date, _____________ shares of beneficial interest of
the fund were outstanding. Only shareholders of record as of the record date are
entitled to notice of and to vote at the meeting. A majority of the outstanding
shares of the fund that are entitled to vote will be considered a quorum for the
transaction of business.
Ownership of shares of the fund
<PAGE>
To the knowledge of the fund, as of the record date, no persons owned
of record or beneficially 5% or more of the outstanding shares of the fund
except that Cede and Co., Box 20, Bowling Green Station, New York, NY
10004-0001, held _________ shares as nominee. [Pioneer - add any other 5%
shareholders] 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 the meeting and must comply with the requirements of
Rule 14a-8 under the Securities and Exchange Act of 1934. The Fund currently
expects to hold the next annual shareholders' meeting on or about June 20, 2000,
which date is subject to change.
Shares held in retirement plans
PGI, as trustee or custodian of certain retirement plans, is permitted
to vote any shares held in such plans and will do so if necessary to obtain a
quorum.
Proxies, quorum and voting at the meeting
Any shareholder who has given his or her proxy to someone has the power
to revoke that proxy 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 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 the meeting to a later
date. In the event that a quorum is present but sufficient votes in favor of any
of the proposals, including the election of the nominees to the board of
trustees, have not been received, the persons named as proxies may propose one
or more adjournments of the meeting to permit further solicitation of proxies
with respect to such proposal. Any such adjournment will require the affirmative
vote of more than one half of the shares of the trust 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 an adjournment and will vote those proxies
required to be voted against any such proposal against any such adjournment. A
shareholder vote may be taken on one or more of the proposals in the proxy
statement prior to such adjournment if sufficient votes for its 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 your fund represented in person or by proxy, including shares
which abstain or do not vote with respect to a proposal, will be counted for
purposes of determining whether there is a quorum at the meeting. Accordingly,
an abstention from voting has the same effect as a vote against a proposal.
However, if a broker or nominee holding shares in "street name"
indicates on the proxy card that it does not have discretionary authority to
vote on a proposal, those shares will not be considered present and entitled to
vote on that proposal. Thus, a "broker non-vote" has no effect on the voting in
determining whether a proposal has been adopted by 67% or more of the shares
present at the meeting, if more than 50% of the outstanding shares (excluding
the "broker non-votes") are present or represented. However, for purposes of
determining whether a proposal has been adopted by more than 50% of the
outstanding shares of the fund, a "broker non-vote" has the same effect as a
vote against that proposal because shares represented by a "broker non-vote" are
considered to be outstanding shares.
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 Special 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.
Method 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 Pioneer. In addition to soliciting proxies by mail,
Pioneer may, at Pioneer's expense, have one or more of the fund's officers,
representatives or compensated third-party agents, including Pioneer, 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 material to the beneficial owners of the
shares held in 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. 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 Pioneer, upon
request, for the reasonable expenses of mailing soliciting materials to the
principals of the accounts.
April __, 1999
(Horizontal layout)
PROXY PROXY
PIONEER INTEREST SHARES
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
To be held Tuesday, June 22, 1999
I (we), 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, my (our) attorneys (with full power of substitution in them and each of
them) for and in my (our) name(s) of the undersigned to attend the Annual
Meeting of Shareholders of Pioneer Interest Shares, a Delaware business trust
(the "Fund") to be held on Tuesday, September 15, 1998, 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, and any adjourned session or sessions
thereof (the "Meeting"), 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 I (we) will be entitled to vote or act upon, with all
the powers I (we) would possess if personally present:
To elect Trustees:
The nominees for Trustees are: M.K. Bush, J.F. Cogan, Jr.,
Dr. R.H. Egdahl, M.B.W. Graham, J.W. Kendrick, M.A. Piret,
D.D. Tripple, S.K. West and J. Winthrop.
0 FOR electing all the nominees (except as marked above)
To withhold authority to vote for one or more of the nominees, circle
those nominees names above.
0 WITHHOLD authority to vote for all nominees
To approve amendments to your fund's fundamental investment objective, as
described in the attached proxy statement:
0 FOR 0 AGAINST 0 ABSTAIN
To ratify the selection of Arthur Andersen LLP as the Fund's independent
public accountants for the fiscal year ending December 31, 1999:
0 FOR 0 AGAINST 0 ABSTAIN
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS YOU DIRECT. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSAL(S).
----------------------------
Signature of Shareholder(s)
----------------------------
Signature of Joint
Shareholder(s) (if any)
Dated: ____________, 1999 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.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF YOUR FUND AND
SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED
