File No. 33-65822
File No. 811-7870
As Filed with the Securities and Exchange
Commission on November 7, 1995.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
Pre-Effective Amendment No. ___ / /
Post-Effective Amendment No. 5 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
Amendment No. 6 / X /
(Check appropriate box or boxes)
PIONEER REAL ESTATE SHARES
(Formerly, Pioneer Winthrop Real Estate Investment Fund)
(Exact name of registrant as specified in charter)
60 State Street, Boston, Massachusetts 02109
(Address of principal executive office) Zip Code
(617) 742-7825
(Registrant's Telephone Number, including Area Code)
Joseph P. Barri, Hale and Dorr, 60 State Street, Boston, MA 02109
(Name and address of agent for service)
It is proposed that this filing will become effective (check appropriate box):
_X_ immediately upon filing pursuant to paragraph (b)
___ on [date] pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
___ on January __, 1996 pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on [date] pursuant to paragraph (a)(2) of Rule 485
The Registrant has registered an indefinite number of shares pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended. The Registrant has
filed its Rule 24f-2 Notice for its current fiscal year on or about February 27,
1995.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount of Proposed Proposed Amount of
Securities Being Shares Being Maximum Offering Maximum Aggregate Registration
Registered Registered Price Per Unit Offering Price Fee
<S> <C> <C> <C> <C>
Shares of 80,772 $12.23 $987,842 $100.00*
Beneficial
Interest
</TABLE>
*This calculation has been made pursuant to Rule 24e-2 under the Investment
Company Act of 1940. During its fiscal year ended December 31, 1994, the
Registrant redeemed or repurchased 583,891 shares of beneficial interest, of
which 526,831 were utilized by the Registrant on its Rule 24f-2 Notice filed on
February 27, 1995 and 57,060 are being used herein for purposes of reducing the
filing fee payable herewith under Rule 24e-2. No fee is required for the
registration of such 57,060 shares. An additional 23,712 shares being registered
hereby are valued at the public offering price of $12.23 as of October 31, 1995.
<PAGE>
PIONEER REAL ESTATE SHARES
Cross-Reference Sheet Showing Location in Prospectus and
Statement of Additional Information of
Information Required by Items of the Registration Form
Form N-1A Item Number and Caption Location
Part A
1. Cover Page............................ Cover Page
2. Synopsis.............................. Expense Information
3. Condensed Financial Information....... Financial Highlights
4. General Description of Registrant..... Investment Objectives and
Policies; Management of the
Fund; Fund Share Alternatives
5. Management of the Fund................ Management of the Fund
6. Capital Stock and Other Securities.... Investment Objectives and
Policies; Fund Share
Alternatives
7. Purchase of Securities Being Offered.. Fund Share Alternatives;
Distribution Plans;
Shareholder Services; How to
Buy Fund Shares
8. Redemption or Repurchase.............. Fund Share Alternatives;
Shareholder Services; How to
Sell Fund Shares
9. Pending Legal Proceedings............. Not Applicable
<PAGE>
Form N-1A Item Number and Caption Location
Part B
10. Cover Page............................ Cover Page
11. Table of Contents..................... Cover Page
12. General Information and History....... Cover Page; General
Information and History;
Certain Liabilities
13. Investment Objectives and Policies.... Investment Policies and
Restrictions
14. Management of the Fund................ Management of the Fund;
Advisory Services
15. Control Persons and Principle Holders
of Securities....................... Management of the Fund
16. Investment Advisory and Other
Services............................ Management of the Fund;
Advisory Services; Shareholder
Servicing/Transfer Agent;
Custodian; Independent Public
Accountant
17. Brokerage Allocation and Other
Practices........................... Portfolio Transactions
18. Capital Stock and Other Securities.... Methods of Accounting for
Profits or Losses from the
Sale of Securities;
Description of Shares; Certain
Liabilities
19. Purchase Redemption and Pricing of
Securities Being Offered............ Determination of Net Asset
Value; Letter of Intention;
Systematic Withdrawal Plan
20. Tax Status............................ Tax Status
<PAGE>
21. Underwriters.......................... Principal Underwriter;
Underwriting Agreement;
Distribution Plans
22. Calculation of Performance Data....... Investment Results
23. Financial Statements.................. Financial Statements
Part C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
<PAGE>
This Post-Effective Amendment No. 5 to the Registration Statement on Form N-1A
of Pioneer Real Estate Shares consists of the following documents and papers:
Cover Page
Cross Reference Sheet required by Rule 481(a) under the Securities Act
of 1993.
Part A -- The Prospectus, dated April 28, 1995 as supplemented dated
July 5, 1995, July 25, 1995, October 6, 1995 and November 1,
1995, of Pioneer Real Estate Shares, which is hereby
incorporated herein by reference.
Part B -- Statement of Additional Information, dated April 28, 1995 as
supplemented dated July 25, 1995 and October 6, 1995, of
Pioneer Real Estate Shares, which is hereby incorporated
herein by reference.
Annual Report to Shareholders of Pioneer Real Estate Shares
for the fiscal period ended December 31, 1994, is hereby
incorporated by reference as filed with Securities and
Exchange Commission.
Audited financial statements of Pioneer Real Estate Shares for
the semi-annual period ended June 30, 1995 is incorporated by
reference as filed with the Securities and Exchange Commission
on August 25, 1995, Accession No. 0000908996-95-000027.
Part C -- Other Information
Signatures
Exhibit Index required by Rule 483(a) under the Securities Act of 1993
Exhibits
<PAGE>
The Prospectus and Statement of Additional Information incorporated herein by
reference relate to the Registration Statement filed by Pioneer Real Estate
Shares (Securities Act of 1933 File No. 33-65822 and Investment Company Act of
1940 File No. 811-7870), as amended by Post-Effective No. 4 filed with the
Securities and Exchange Commission on April 25, 1995 and, as supplemented and
filed with the Securities and Exchange Commission pursuant to Rule 497(e) on
July 5, 1995, July 25, 1995, October 6, 1995 and November 1, 1995.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
The Annual Report to Shareholders of Pioneer Real Estate
Shares for the fiscal period ended December 31, 1994, is
hereby incorporated by reference as filed with Securities and
Exchange Commission.
The Semi-Annual Report to Shareholders for the period ended
June 31, 1995 is incorporated by reference as filed with the
Securities and Exchange Commission on August 25, 1995
Accession No. 0000908996-95-000027.
(b) Exhibits:
1.1 Agreement and Declaration of Trust.*
1.2 Certificate of Trust.+
1.3 Amendment to Certificate of Trust.+
1.4 Amendment to Agreement and Declaration of Trust.+
2. By-Laws.*
3. None.
4. None.
5. Management Contract between the Registrant and Pioneering
Management Corporation.***
6.1. Underwriting Agreement between the Registrant and Pioneer
Funds Distributor, Inc.*
6.2. Form of Dealer Sales Agreement.**
7. None.
8. Custodian Agreement between the Registrant and Brown
Brothers Harriman & Co.*
9. Investment Company Service Agreement between the Registrant
and Pioneering Services Corporation.*
C-1
<PAGE>
10. Opinion and Consent of Counsel.+
11. Consent of Independent Public Accountants.+
12. None.
13. Share Purchase Agreement.*
14. None.
15. Distribution Plan.*
16. None.
17. Financial Data Schedule.*
18. Powers of Attorney.*
- --------------
* Filed with Post-Effective Amendment No. 4 to the Registration Statement on
April 25, 1995 and incorporated herein by reference.
** Filed with Pre-Effective Amendment No. 1 on September 20, 1993 and
incorporated herein by reference.
*** To be filed by amendment.
+ Filed herewith.
Item 25. Persons Controlled By or Under
Common Control With Registrant.
The Pioneer Group, Inc., a Delaware corporation ("PGI"), owns 100% of
the outstanding capital stock of Pioneering Management Corporation, a Delaware
corporation ("PMC"), Pioneering Services Corporation ("PSC"), Pioneer Capital
Corporation ("PCC"), Pioneer Fonds Marketing GmbH ("GmbH"), Pioneer SBIC Corp.
("SBIC"), Pioneer Associates, Inc., Pioneer International Corporation, Pioneer
Plans Corporation ("PPC"), Pioneer Goldfields Limited ("PGL"), and Pioneer
Investments Corporation ("PIC"), all Massachusetts corporations. PMC owns 100%
of the outstanding capital stock of Pioneer Funds Distributor, Inc. ("PFD"), a
Massachusetts corporation. PGI also owns 100% of the outstanding capital stock
of Pioneer Metals and Technology, Inc. ("PMT"), a Delaware corporation, and
Pioneer First Polish Trust Fund Joint Stock Company ("First Polish"), a Polish
corporation. PGI owns 90% of the outstanding shares of Teberebie Goldfields
Limited ("TGL"). Pioneer Fund, Pioneer II, Pioneer Three, Pioneer Bond Fund,
Pioneer Intermediate Tax-Free Fund, Pioneer Growth Trust, Pioneer Europe Fund,
Pioneer International Growth Fund, Pioneer Short- Term Income Trust, Pioneer
Tax-Free State Series Trust and Pioneer America Income Trust (each of the
C-2
<PAGE>
foregoing, a Massachusetts business trust), and Pioneer Interest Shares, Inc. (a
Nebraska corporation) and Pioneer Growth Shares, Pioneer Income Fund, Pioneer
India Fund, Pioneer Tax-Free Income Fund, Pioneer Emerging Markets Fund, Pioneer
Money Market Trust, Pioneer Small Company Fund, Pioneer Variable Contracts Trust
and the Registrant (each of the foregoing, a Delaware business trust) are all
parties to management contracts with PMC. PCC owns 100% of the outstanding
capital stock of SBIC. SBIC is the sole general partner of Pioneer Ventures
Limited Partnership, a Massachusetts limited partnership. John F. Cogan, Jr.
owns approximately 15% of the outstanding shares of PGI. Mr. Cogan is Chairman
of the Board, President and Trustee of the Registrant and of each of the Pioneer
mutual funds; Director and President of PGI; President and Director of PPC, PIC,
Pioneer International Corporation and PMT; Director of PCC and PSC; Chairman of
the Board and Director of PMC, PFD and TGL; Chairman, President and Director of
PGL; Chairman of the Supervisory Board of GmbH; Chairman and Member of
Supervisory Board of First Polish; and Chairman and Partner, Hale and Dorr.
Item 26. Number of Holders of Securities
Number of Record Holders
Title of Class as of October 31, 1995
-------------- ----------------------
Shares of Beneficial Interest 2,456
Item 27. Indemnification.
Except for the Agreement and Declaration of Trust dated March 10, 1995
establishing the Registrant as a Trust under Delaware law, there is no contract,
arrangement or statute under which any director, officer, underwriter or
affiliated person of the Registrant is insured or indemnified. The Agreement and
Declaration of Trust provides that no Trustee or officer will be indemnified
against any liability to which the Registrant would otherwise be subject by
reason of or for willful misfeasance, bad faith, gross negligence or reckless
disregard of such person's duties.
Insofar as indemnification for liability arising under the Securities
Act of 1933, as amended (the "Act"), may be available to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment of the
C-3
<PAGE>
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser.
The business and other connections of the officers and directors of the
Registrant's investment adviser, Pioneering Management Corporation, are listed
on the Form ADV of Pioneering Management Corporation as currently on file with
the Commission (File No. 801-8255), the text of which is hereby incorporated by
reference.
The following sections of such Form ADV are incorporated herein by
reference:
(a) Items 1 and 2 of Part 2;
(b) Section IV, Business Background, of each Schedule D.
Item 29. Principal Underwriter.
(a) See Item 25 above.
(b) Directors and Officers of PFD:
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
<S> <C> <C>
John F. Cogan, Jr. Director and Chairman Chairman of the Board,
Chief Executive
Officer and Trustee
Robert L. Butler Director and President None
David D. Tripple Director Executive Vice
President and Trustee
Steven M. Graziano Senior Vice President None
Stephen W. Long Senior Vice President None
C-4
<PAGE>
John W. Drachman Vice President None
Barry G. Knight Vice President None
William A. Misata Vice President None
Anne W. Patenaude Vice President None
Elizabeth B. Rice Vice President None
Gail A. Smyth Vice President None
Constance D. Spiros Vice President None
Marcy Supovitz Vice President None
Steven R. Berke Assistant None
Vice President
Mary Sue Hoban Assistant None
Vice President
William H. Keough Treasurer Treasurer
Roy P. Rossi Assistant Treasurer None
Joseph P. Barri Clerk Secretary
Robert P. Nault Assistant Clerk Assistant Secretary
</TABLE>
(c) Not applicable.
Item 30. Location of Accounts and Records.
The accounts and records are maintained at the Registrant's office at
60 State Street, Boston, Massachusetts; contact the Treasurer.
Item 31. Management Services.
The Registrant is not a party to any management-related service
contract, except as described in the Prospectus and Statement of Additional
Information.
Item 32. Undertakings.
(a) Not applicable.
C-5
<PAGE>
(b) Not applicable.
(c) The Registrant undertakes to deliver, or cause to be delivered with
the Prospectus, to each person to whom the Prospectus is sent or given a copy of
the Registrant's report to shareholders furnished pursuant to and meeting the
requirements of Rule 30d-1 under the Investment Company Act of 1940 from which
the specified information is incorporated by reference, unless such person
currently holds securities of the Registrant and otherwise has received a copy
of such report, in which case the Registrant shall state in the Prospectus that
it will furnish, without charge, a copy of such report on request, and the name,
address and telephone number of the person to whom such a request should be
directed.
C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to its Registration Statement on Form N-1A (which meets
all the requirements for effectiveness pursuant to Rule 485(b) under the
Securities Act of 1933) to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston and The Commonwealth of Massachusetts, on
the 6th day of November, 1995.
PIONEER REAL ESTATE SHARES
By: /s/ David D. Tripple
David D. Tripple
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in the
capacities and on the date indicated:
Title and Signature Date
Principal Executive Officer: )
)
)
/s/John F. Cogan, Jr.* )
John F. Cogan, Jr., President )
)
)
Principal Financial and )
Accounting Officer: )
)
)
/s/William H. Keough* )
William H. Keough, Treasurer )
)
)
Trustees: )
)
/s/John F. Cogan, Jr.* )
John F. Cogan, Jr. )
)
)
/s/Richard H. Egdahl, M.D.* )
Richard H. Egdahl, M.D. )
)
)
/s/Margaret B. W. Graham* )
Margaret B. W. Graham )
)
)
/s/Stephen G. Kasnet* )
Stephen G. Kasnet )
<PAGE>
)
)
/s/John W. Kendrick* )
John W. Kendrick )
)
)
/s/Marguerite A. Piret* )
Marguerite A. Piret )
)
)
/s/David D. Tripple* )
David D. Tripple )
)
)
/s/Stephen K. West* )
Stephen K. West )
)
)
/s/John Winthrop* )
John Winthrop )
- ---------
* By: /s/ Joseph P. Barri November 6, 1995
-------------------
Joseph P. Barri
Attorney-in-fact
<PAGE>
Exhibit Index
Exhibit
Number Document Title
1.2 Certificate of Trust.
1.3 Amendment to Certificate of Trust.
1.4 Amendment to Agreement and Declaration of Trust.
10. Opinion and Consent of Counsel.
11. Consent of Independent Public Accountants.
\
CERTIFICATE OF TRUST
THIS Certificate of Trust of Pioneer Winthrop Real Estate Investment
Fund (the "Trust"), dated April 18, 1995, is being duly executed and filed by
the persons named below as trustees, to form a business trust under the Delaware
Business Trust Act (12 Del. C. ss. 3801, et seq.).
1. Name. The name of the business trust formed hereby is Pioneer
Winthrop Real Estate Investment Fund.
2. Registered Agent. The business address of the registered office
of the Trust in the State of Delaware is 1201 North Market Street in the City of
Wilmington, County of New Castle, 19801. The name of the Trust's registered
agent at such address is Delaware Corporation Organizers, Inc.
3. Effective Date. This Certificate of Trust shall be effective
upon the date and time of filing.
4. Series Trust. Notice is hereby given that pursuant to Section
3804 of the Delaware Business Trust Act, the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to a
particular series of the Trust shall be enforceable against the assets of such
series only and not against the assets of the Trust generally.
5. Registered Investment Company. The Trust will become a
registered investment company under the Investment Company Act of 1940, as
amended, prior to or within 180 days following the first issuance of beneficial
interests.
IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust,
have executed this Certificate of Trust as of the date first above-written. /s/
John F. Cogan, Jr. John F. Cogan, Jr. As Trustee and not individually
/s/ Richard H. Egdahl
Richard H. Egdahl
As Trustee and not individually
/s/ Margaret B.W. Graham
Margaret B.W. Graham
As Trustee and not individually
/s/ Arthur J. Halleran, Jr.
Arthur J. Halleran, Jr.
As Trustee and not individually
/s/ Stephen G. Kasnet
Stephen G. Kasnet
As Trustee and not individually
/s/ John W. Kendrick
John W. Kendrick
As Trustee and not individually
/s/ Marguerite A. Piret
Marguerite A. Piret
As Trustee and not individually
/s/ David D. Tripple
David D. Tripple
As Trustee and not individually
/s/ Stephen K. West
Stephen K. West
As Trustee and not individually
/s/ John Winthrop
John Winthrop
As Trustee and not individually
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF TRUST
OF
PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
THIS Certificate of Amendment, dated August 31, 1995, to the
Certificate of Trust, dated April 18, 1995, of Pioneer Winthrop Real Estate
Investment Fund (the "Trust") is being duly executed and filed by the persons
named below as Trustees, to amend the Certificate of Trust filed by the Trust on
April 19, 1995 with the Office of the Secretary of State of the State of
Delaware.
1. Amendment. Effective as of September 1, 1995, the name of the Trust
is changed from "Pioneer Winthrop Real Estate Investment Fund to "Pioneer Real
Estate Shares."
<PAGE>
IN WITNESS WHEREOF, the undersigned being all the Trustees of the Trust
have executed this Certificate of Amendment as of the date first above-written.
/s/ John F. Cogan, Jr.
John F. Cogan, Jr.
As Trustee and not individually
/s/ Richard H. Egdahl
Richard H. Egdahl
As Trustee and not individually
/s/ Margaret B. W. Graham
Margaret B. W. Graham
As Trustee and not individually
/s/ Stephen G. Kasnet
Stephen G. Kasnet
As Trustee and not individually
/s/ John W. Kendrick
John W. Kendrick
As Trustee and not individually
/s/ Marguerite A. Piret
Marguerite A. Piret
As Trustee and not individually
/s/ David D. Tripple
David D. Tripple
As Trustee and not individually
/s/ Stephen K. West
Stephen K. West
As Trustee and not individually
/s/ John Winthrop
John Winthrop
As Trustee and not individually
AMENDMENT TO THE AGREEMENT AND DECLARATION OF TRUST
OF
PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
The undersigned, being at least a majority of the Trustees of Pioneer
Winthrop Real Estate Investment Fund, a Delaware business trust (the "Trust"),
acting pursuant to Article IX, Section 8 of the Declaration of Trust dated March
10, 1995 (the "Declaration"), do hereby amend the Declaration as follows, such
amendment to become effective September 1, 1995:
1. Section 1.1 of the Declaration is hereby deleted and replaced with
the following:
Section 1.1 Name. The name of the Trust
created hereby is "Pioneer Real Estate
Shares" (the "Trust").
<PAGE>
IN WITNESS WHEREOF, the undersigned being all the Trustees of the Trust
have executed this instrument this 31st day of August, 1995.
/s/John F. Cogan, Jr.
John F. Cogan, Jr.
As Trustee and not individually
/s/Richard H. Egdahl
Richard H. Egdahl
As Trustee and not individually
/s/Margaret B. W. Graham
Margaret B. W. Graham
As Trustee and not individually
/s/Stephen J. Kasnet
Stephen J. Kasnet
As Trustee and not individually
/s/John W. Kendrick
John W. Kendrick
As Trustee and not individually
/s/Marguerite A. Piret
Marguerite A. Piret
As Trustee and not individually
/s/David D. Tripple
David D. Tripple
As Trustee and not individually
/s/Stephen K. West
Stephen K. West
As Trustee and not individually
/s/John Winthrop
John Winthrop
As Trustee and not individually
MORRIS, NICHOLS, ARSHT & TUNNELL
1201 NORTH MARKET STREET
P.O. BOX 1347
WILMINGTON, DELAWARE 19899-1347
November 3, 1995
Pioneer Real Estate
Shares
60 State Street
Boston, Massachusetts 02109
Re: Pioneer Real Estate Shares
Ladies and Gentlemen:
We have acted as special Delaware counsel to Pioneer Real Estate Shares
(formerly named Pioneer Winthrop Real Estate Investment Fund), a Delaware
business trust (the "Trust"), in connection with certain matters relating to the
formation of the Trust and the issuance of Shares of beneficial interest in the
Trust. Capitalized terms used herein and not otherwise herein defined are used
as defined in the Agreement and Declaration of Trust of the Trust dated March
10, 1995, as amended by an amendment thereto effective as of September 1, 1995
(the "Governing Instrument").
In rendering this opinion, we have examined copies of the following
documents, each in the form provided to us: the Certificate of Trust of the
Trust as filed in the Office of the Secretary of State of the State of Delaware
(the "Recording Office") on April 19, 1995 (the "Certificate"), as amended by a
Certificate of Amendment thereto as filed in the Recording Office on September
1, 1995; the Governing Instrument; the By-laws of the Trust; certain resolutions
of the Trustees of the Trust; an Adoption Of And Amendment To Notification Of
Registration filed with the Securities and Exchange Commission on April 25, 1995
by which the Trust adopted the Notification of Registration Filed Pursuant to
Section 8(a) of the Investment Company Act of 1940 on Form N-8A of Pioneer
Winthrop Real Estate Investment Fund, a Massachusetts business trust;
Post-Effective Amendment No. 4 to the Registration Statement on Form N-1A of
Pioneer Winthrop Real Estate Investment Fund, a Massachusetts business trust, by
which the Trust adopted such Registration Statement as filed with the Securities
and Exchange Commission on April 25, 1995; Post-Effective Amendment No. 5 to the
<PAGE>
Pioneer Real Estate Shares
November 3, 1995
Page 2
Trust's Registration Statement on Form N-1A under the Securities Act of 1933, as
amended (the "Post-Effective Amendment"); and a certification of good standing
of the Trust obtained as of a recent date from the Recording Office. In such
examinations, we have assumed the genuineness of all signatures, the conformity
to original documents of all documents submitted to us as copies or drafts of
documents to be executed, and the legal capacity of natural persons to complete
the execution of documents. We have further assumed for the purpose of this
opinion: (i) the due authorization, execution and delivery by, or on behalf of,
each of the parties thereto of the above-referenced instruments, certificates
and other documents, and of all documents contemplated by the Governing
Instrument, the By-laws and applicable resolutions of the Trustees to be
executed by investors desiring to become Shareholders; (ii) the payment of
consideration for Shares, and the application of such consideration, as provided
in the Governing Instrument, and compliance with the other terms, conditions and
restrictions set forth in the Governing Instrument and all applicable
resolutions of the Trustees of the Trust in connection with the issuance of
Shares (including, without limitation, the taking of all appropriate action by
the Trustees to designate Series of Shares and the rights and preferences
attributable thereto as contemplated by the Governing Instrument); (iii) that
appropriate notation of the names and addresses of, the number of Shares held
by, and the consideration paid by, Shareholders will be maintained in the
appropriate registers and other books and records of the Trust in connection
with the issuance, redemption or transfer of Shares; (iv) that no event has
occurred subsequent to the filing of the Certificate that would cause a
termination or reorganization of the Trust under Section 4 or Section 5 of
Article IX of the Governing Instrument; (v) that the activities of the Trust
have been and will be conducted in accordance with the terms of the Governing
Instrument and the Delaware Business Trust Act, 12 Del. C. ss.ss. 3801 et seq.
(the "Delaware Act"); and (vi) that each of the documents examined by us is in
full force and effect and has not been modified, supplemented or otherwise
amended. No opinion is expressed herein with respect to the requirements of, or
compliance with, federal or state securities or blue sky laws. Further, we
express no opinion on the sufficiency or accuracy of any registration or
offering documentation relating to the Trust or the Shares. As to any facts
material to our opinion, other than those assumed, we have relied without
independent investigation on the above-referenced documents and on the accuracy,
as of the date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
<PAGE>
Pioneer Real Estate Shares
November 3, 1995
Page 3
1. The Trust is a duly organized and validly existing business
trust in good standing under the laws of the State of Delaware.
2. The Shares covered by the Post-Effective Amendment, when issued
to Shareholders in accordance with the terms, conditions, requirements and
procedures set forth in the Governing Instrument, will constitute legally
issued, fully paid and non-assessable Shares of beneficial interest in the
Trust.
3. Under the Delaware Act and the terms of the Governing
Instrument, each Shareholder of the Trust, in such capacity, will be entitled to
the same limitation of personal liability as that extended to stockholders of
private corporations for profit organized under the general corporation law of
the State of Delaware; provided, however, that we express no opinion with
respect to the liability of any Shareholder who is, was or may become a named
Trustee of the Trust. Neither the existence nor exercise of the voting rights
granted to Shareholders under the Governing Instrument will, of itself, cause a
Shareholder to be deemed a trustee of the Trust under the Delaware Act.
Notwithstanding the foregoing or the opinion expressed in paragraph 2 above, we
note that, pursuant to Section 2 of Article VIII of the Governing Instrument,
the Trustees have the power to cause Shareholders, or Shareholders of a
particular Series, to pay certain custodian, transfer, servicing or similar
agent charges by setting off the same against declared but unpaid dividends or
by reducing Share ownership (or by both means).
We understand that you are about to register 80,772 Shares of
beneficial interest in the Trust by the Post-Effective Amendment and are
currently in the process of registering or qualifying Shares in the various
states, and hereby consent to the filing of a copy of this opinion with the
Securities and Exchange Commission as part of the Post-Effective Amendment and
with the securities administrators of such states. In giving this consent, we do
not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder. Except as
provided in this paragraph, the opinion set forth above is expressed solely for
the benefit of the addressee hereof and may not be relied upon by, or filed
with, any other person or entity for any purpose without our prior written
consent.
Sincerely,
/s/MORRIS, NICHOLS, ARSHT & TUNNELL
MORRIS, NICHOLS, ARSHT & TUNNELL
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 21, 1995
and July 28, 1995 for Pioneer Real Estate Shares (formerly Pioneer Winthrop Real
Estate Investment Fund) and to all references to our firm included in or made a
part of Post-Effective Amendment No. 5 and Amendment No. 6 to registration
statement File Nos. 33-65822 and 811-7870, respectively.
/s/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
November 3, 1995
