PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
N-30B-2, 1995-08-25
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                                                   [PIONEER LOGO]




                                    Pioneer
                                    Winthrop
                                    Real Estate
                                    Investment
                                    Fund


                                    Semiannual Report
                                    June 30, 1995


<PAGE>


Pioneer Winthrop Real Estate Investment Fund


Dear Fellow Shareowners,

     This semiannual report to shareowners of Pioneer Winthrop Real Estate
Investment Fund covers the Fund's performance for the six months through June
30, 1995. While real estate investment trusts (REITs) lagged the general stock
market during the first few months of the period, they picked up strongly in
May, and the positive momentum carried into June. 


                            How Your Fund Performed

For the six months ended June 30, 1995, we report the following results: 

o    Shareowners received income dividends totaling $0.33 per share and a
     capital gains distribution of $0.0018 per share.

o    Net asset value stood at $11.47 per share on June 30, versus $11.38 six
     months earlier, even after the payment of distributions.

o    The Fund's six-month total return was 3.82% based on net asset value, and
     -2.11% based on maximum public offering price. Total return assumes the
     reinvestment of all distributions at net asset value. Your Fund's 3.82%
     total return outpaced the average real estate mutual fund for the
     semiannual period. The 22 real estate funds tracked by Lipper Analytical
     Services, an independent mutual fund research firm, gained an average of
     3.12% over the six months. The accompanying chart provides the Fund's
     results over its lifetime.


                          AVERAGE ANNUAL TOTAL RETURNS
                              (as of June 30, 1995)
--------------------------------------------------------------------------------
                           Net Asset                Public
 Period                      Value              Offering Price*
--------------------------------------------------------------------------------
 Life-of-Fund
  (10/25/93)                 0.05%                 -3.40%
--------------------------------------------------------------------------------
 1 Year                      1.58                  -4.23
--------------------------------------------------------------------------------


                   Favorable Interest Rates Gradually Improved
                                   REIT Market

Short-term interest rates moved higher in the early stages of the semiannual
period, prompting negative reaction from the real estate market. The Federal
Reserve (the Fed), in its pursuit of low inflation and moderate economic growth,
raised the benchmark federal funds rate to a three-year high of 6% on February
1. This event added enthusiasm to the general stock market, although the
optimism did not immediately spill over into the REIT arena. Because real estate
stocks tend to be highly sensitive to interest rate changes, these securities
lagged other investments for more than half of the period. Instead, investors
generally turned to popular, "blue-chip" stocks, which experienced significant
growth.

As the semiannual period progressed, however, signs of a slowing economy began
to surface. This helped send long-term interest rates lower and created a more
optimistic climate for REIT investing. Your Fund's results in May and June
reflect this trend; Pioneer Winthrop Real Estate Investment Fund returned 5.73%
in May and 3.50% in June, at net asset value. While we expect the market's
recent pace will subside somewhat as the longer-term direction of the economy

----------
*  Reflects deduction of the maximum 5.75% sales charge and assumes reinvestment
   of all distributions at net asset value. Past performance does not
   guarantee future results. Return and share price fluctuate, and your
   shares, when redeemed, may be worth more or less than their original cost.


<PAGE>


and interest rates unfolds, we nonetheless think REITs offer solid long-term
growth potential. We also expect that your Fund will maintain its competitive
dividend stream, which has helped offset declines in REIT prices.


                       How Pioneer Managed Your Investment

In pursuing your Fund's long-term growth objective, we focus on individual
securities, rather than following macroeconomic indicators such as housing
starts and general real estate values. We analyze company fundamentals,
maintaining and adding stocks that exhibit strong earnings and growth potential.
We are pleased to report that the majority of the Fund's holdings continue to
meet -- and in some cases, exceed -- their projected earnings. Of course, we do
review broad-based statistics to identify trends that may affect the markets
where we invest the Fund's assets. For example, we think office and hotel REITs
presently are delivering strong growth. We therefore added Duke Realty
Investments, an office-related enterprise based in Indiana. The Fund also owns a
significant position in Equity Inns, a hotel company.

On the other side of the ledger, we sold the Fund's position in DeBartolo
Realty. The mall-based REIT became less appealing due to lackluster sales in the
retail industry. We also started to modestly reduce the Fund's weighting in
factory outlets and other retail-oriented holdings as the REIT market began to
rally near the period's end. While factory outlets continue to play an important
role in the portfolio, and they represent one of the most reasonably priced
segments of the REIT market, we decided to begin re-deploying the assets in
commercial and industrial areas.


                                  Looking Ahead

Your management is encouraged by recent investor movement back to the REIT
market. While real estate investments entail a degree of risk relating to
economic conditions and interest rate changes, they also provide the opportunity
to diversify into an area with high-growth potential. Your Fund's management
remains committed to uncovering REITs that offer solid earnings and long-term
value, and we will continue to pursue the specific companies and locations we
believe offer the best chance of meeting the Fund's objective of long-term
capital growth.

One final note. Apollo Real Estate Advisors, L.P., recently acquired an indirect
controlling interest in Pioneer's joint venture partner, Winthrop Financial
Associates, and the Fund's previous manager, Pioneer Winthrop Advisers. While
this change will prompt a proxy solicitation to Fund shareowners in August to
request their approval of a new management contract, it will not disrupt the
day-to-day activities of the Fund, which Pioneering Management Corporation will
continue to manage on your behalf. Effective September 1, 1995, your Fund's name
will change to Pioneer Real Estate Shares.

The following pages show the Fund's audited Schedule of Investments and
financial statements as of June 30, 1995. If you have any questions about your
investment in Pioneer Winthrop Real Estate Investment Fund, please contact your
investment representative, or call Pioneer at 1-800-225-6292.

Respectfully,


/s/  John F. Cogan, Jr.
John F. Cogan, Jr.
Chairman,
Pioneer Winthrop Real Estate Investment Fund
August 14, 1995


                                       2


<PAGE>


     PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
     SCHEDULE OF INVESTMENTS
     June 30, 1995

   Shares                                                           Value
--------------------------------------------------------------------------------
           REAL ESTATE INVESTMENT TRUSTS--94.6%
   70,000  Bradley Real Estate Trust ......................     $ 1,128,750
   10,900  Carr Realty Corp. ..............................         188,025
   65,000  CenterPoint Properties Corp. ...................       1,340,625
   30,000  Developers Diversified Realty Corp. ............         862,500
   50,000  Duke Realty Investments, Inc. ..................       1,412,500
  125,300  Equity Inns, Inc. ..............................       1,346,975
    6,000  Equity Residential Property ....................         167,250
   50,000  Factory Stores of America, Inc. ................       1,025,000
   58,000  Gables Residential Trust .......................       1,189,000
   50,000  Horizon Outlet Centers .........................       1,162,500
   54,100  JP Realty, Inc. ................................       1,109,050
   69,000  McArthur/Glen Realty Corp. .....................       1,009,125
   60,500  Merry Land & Investment Co., Inc. ..............       1,232,688
   60,000  National Golf Properties, Inc. .................       1,260,000
   57,900  Oasis Residential, Inc. ........................       1,259,325
   35,000  Post Properties Inc. ...........................       1,058,750
   60,000  Spieker Properties, Inc. .......................       1,342,500
   60,000  Sun Communities, Inc. ..........................       1,500,000
   53,000  Tanger Factory Outlet Centers, Inc. ............       1,344,875
   47,200  Trinet Corporate Realty Trust, Inc. ............       1,321,600
    1,000  Walden Residential Properties, Inc. ............          18,375
   20,000  Weingarten Realty Investors ....................         755,000
   80,000  Wellsford Residential Properties Trust .........       1,820,000
                                                                -----------
                                                                $24,854,413
                                                                -----------
           REAL ESTATE SERVICES -- 5.4%
  150,000  Amresco, Inc. ..................................     $ 1,406,250
                                                                -----------
           TOTAL INVESTMENT IN SECURITIES -- 100%
             (Cost $27,415,475)(a) ........................     $26,260,663
                                                                ===========

(a)  At June 30, 1995, the net unrealized depreciation on investments based on
     cost for federal income tax purposes of $27,415,475 was as follows:

Aggregate gross unrealized appreciation for all 
  investments in which there is an
  excess of value over tax cost ...........................     $   958,493

Aggregate gross unrealized depreciation for all 
  investments in which there is an
  excess of tax cost over value ...........................      (2,113,305)
                                                                -----------
Net unrealized depreciation ...............................     $(1,154,812)
                                                                ===========

Purchases and sales of securities (excluding temporary cash investments) for the
six months ended June 30, 1995 aggregated $1,878,889 and $3,883,374,
respectively.


   The accompanying notes are an integral part of these financial statements.


                                       3

<PAGE>


PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
BALANCE SHEET
June 30, 1995


Assets:
Investment in securities, at value
  (cost $27,415,475; see Schedule of Investments and Note 1) ..    $ 26,260,663
Cash ..........................................................          64,349
Receivables--
  Dividends ...................................................         278,765
  Trust shares sold ...........................................         170,831
Organizational cost--net (Note 1) .............................          64,685
Other .........................................................           1,600
                                                                   ------------
      Total assets ............................................    $ 26,840,893
                                                                   ------------
Liabilities:
Payables--
  Investment securities purchased .............................    $     45,120
  Trust shares repurchased ....................................          47,072
  Dividends ...................................................             767
Accrued expenses--
  Management fees (Note 2) ....................................           5,839
  Other (Notes 2, 3 and 4) ....................................          87,417
                                                                   ------------
      Total liabilities .......................................    $    186,215
                                                                   ------------
Net Assets:
Paid-in capital (Note 1) ......................................    $ 28,193,598
Accumulated distributions in excess of net investment income ..          (4,563)
Accumulated net realized loss on investments ..................        (379,545)
Net unrealized loss on investments ............................      (1,154,812)
                                                                   ------------
      Total net assets (equivalent to $11.47 per share based
        on 2,323,482 trust shares outstanding--
        unlimited number of shares authorized) ................    $ 26,654,678
                                                                   ============



   The accompanying notes are an integral part of these financial statements.

                                       4


<PAGE>


PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1995

Investment Income (Note 1):
  Dividends .....................................................     $ 962,529
  Interest ......................................................        19,632
                                                                      ---------
    Total investment income .....................................     $ 982,161
                                                                      ---------
Expenses:
  Management fees (Note 2) ......................................     $ 130,341
  Distribution fees (Note 4) ....................................        32,585
  Transfer agent fees (Note 3) ..................................        41,690
  Registration fees .............................................        25,585
  Professional fees .............................................        37,745
  Accounting (Note 2) ...........................................        31,850
  Custodian fees ................................................         7,785
  Printing ......................................................         4,550
  Amortization of organizational costs (Note 1) .................         8,994
  Fees and expenses of nonaffiliated trustees ...................         2,548
  Miscellaneous .................................................        11,841
                                                                      ---------
    Total expenses ..............................................     $ 335,514
    Less Management fees waived by Pioneer Winthrop
      Advisers (Note 2) .........................................       107,417
                                                                      ---------
    Net expenses ................................................     $ 228,097
                                                                      ---------
      Net investment income .....................................     $ 754,064
                                                                      ---------
Realized and Unrealized Gain (Loss) on Investments:
  Net realized loss on investments ..............................     $(384,818)
  Decrease in net unrealized loss on investments ................       558,128
                                                                      ---------
    Net gain on investments .....................................     $ 173,310
                                                                      ---------
      Net increase in net assets resulting from operations ......     $ 927,374
                                                                      =========


   The accompanying notes are an integral part of these financial statements.


                                       5


<PAGE>


PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
STATEMENTS OF CHANGES IN NET ASSETS
For the Six Months Ended June 30, 1995 and December 31, 1994+

<TABLE>
<CAPTION>
                                                                                    Six Months Ended     Six Months Ended
                                                                                      June 30, 1995      December 31, 1994
                                                                                    ----------------     -----------------
<S>                                                                                    <C>                 <C>         
From Operations:
  Net investment income ..........................................................     $    754,064        $    525,476
  Net realized gain (loss) on investments ........................................         (384,818)             34,557
  (Increase) decrease in net unrealized loss on investments ......................          558,128          (1,237,463)
                                                                                       ------------        ------------
    Net increase (decrease) in net assets resulting from operations ..............     $    927,374        $   (677,430)
                                                                                       ------------        ------------
Distributions to Shareholders:                                                                          
  From net investment income ($0.33 and $0.20 per share, respectively) ...........     $   (754,064)       $   (525,476)
  In excess of net investment income ($0.00 and $0.00 per share, respectively) ...           (4,563)                 --
  From paid-in capital ($0.00 and $0.15 per share, respectively) .................               --            (346,042)
  From net realized gain ($0.00 and $0.02 per share, respectively) ...............           (4,125)            (62,209)
                                                                                       ------------        ------------
    Decrease in net assets resulting from distributions to shareholders ..........         (762,752)       $   (933,727)
                                                                                       ------------        ------------
</TABLE>

<TABLE>
<CAPTION>
                                                                 Shares
                                                         ----------------------
<S>                                                        <C>          <C>            <C>                 <C>         
From Trust Share Transactions:
  Net proceeds from sale of shares ....................    358,113      526,831        $  3,956,061        $  6,037,861
  Net asset value of shares issued to shareholders in                                                   
    reinvestment of dividends .........................     52,175       62,858             579,896             709,833
  Cost of shares repurchased ..........................   (554,056)    (583,891)         (6,114,003)         (6,652,624)
                                                         ---------    ---------        ------------        ------------
    Increase (decrease) in net assets resulting from 
      trust share transactions ........................   (143,768)       5,798        $ (1,578,046)       $     95,070
                                                         =========    =========        ------------        ------------
    Net decrease in net assets ...................................................     $ (1,413,424)       $ (1,516,087)
Net Assets:                                                                                             
Beginning of period ..............................................................       28,068,102          29,584,189
                                                                                       ------------        ------------
  End of period (including (accumulated distributions in excess of) 
    accumulated undistributed net investment income 
    of $(4,563) and $0, respectively) ............................................     $ 26,654,678        $ 28,068,102
                                                                                       ============        ============
</TABLE>

+    Subsequent to December 31, 1994, the Fund's year end was changed to
     December 31.



   The accompanying notes are an integral part of these financial statements.


                                       6


<PAGE>


PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
FINANCIAL HIGHLIGHTS
Selected Data for a Share Outstanding for the Periods Presented

<TABLE>
<CAPTION>
                                                                      Six Months Ended      Six Months Ended       Period Ended
                                                                       June 30, 1995+      December 31, 1994+      June 30, 1994
                                                                      ----------------     ------------------      -------------
<S>                                                                    <C>                   <C>                   <C>          
Net asset value, beginning of period .............................        $ 11.38               $ 12.02                $ 12.50
                                                                          -------               -------                -------
Increase (decrease) from investment operations:                                                                   
   Net investment income .........................................        $  0.33               $  0.21                $  0.27
   Net realized and unrealized gain (loss) on investments ........           0.09                 (0.48)                 (0.45)
                                                                          -------               -------                -------
      Total increase (decrease) from investment operations .......         $ 0.42               $ (0.27)               $ (0.18)
Distributions to shareholders from:                                                                               
   Net investment income .........................................          (0.33)                (0.20)                 (0.27)
   Paid-in capital ...............................................            --                  (0.15)                 (0.03)
   Net realized gain .............................................            --                  (0.02)                   --
                                                                          -------               -------                -------
Net increase (decrease) in net asset value .......................        $  0.09               $ (0.64)               $ (0.48)
                                                                          -------               -------                -------
Net asset value, end of period ...................................        $ 11.47               $ 11.38                $ 12.02
                                                                          =======               =======                =======
                                                                                                                  
Total return* ....................................................           3.82%                (2.16)%                (1.47)%
Ratio of net operating expenses to average net assets ............           1.75%**               1.75%**                1.71%**
Ratio of net investment income to average net assets .............           5.79%**               3.72%**                3.73%**
Portfolio turnover rate ..........................................          14.83%**              17.40%**               23.98%**
Net assets, end of period (in thousands) .........................        $26,655               $28,068                $29,584
Ratios assuming no waiver of fees or assumption of expenses:                                                      
     Net operating expenses ......................................           2.58%**               2.27%**                2.15%**
     Net investment income .......................................           4.97%**               3.20%**                3.28%**
</TABLE>                           

+    Subsequent to December 31, 1994, the Fund's year end was changed to
     December 31.
*    Assumes initial investment at net asset value at the beginning of each
     period, reinvestment of all distributions, the complete redemption of the
     investment at net asset value at the end of each period and no sales
     charges. Total return would be reduced if sales charges were taken into
     account.
**   Annualized.
  



   The accompanying notes are an integral part of these financial statements.


                                       7


<PAGE>


PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
NOTES TO FINANCIAL STATEMENTS
June 30, 1995

1. Pioneer Winthrop Real Estate Investment Fund (the Fund) is a Massachusetts
business trust organized on July 1, 1993, and is registered under the Investment
Company Act of 1940 as a non-diversified, open-end management company. The Fund
commenced operations on October 25, 1993. Prior to October 25, 1993, the Fund
had no operations other than those relating to organizational matters and the
initial capitalization of the Fund by The Pioneer Group, Inc. (PGI) and Winthrop
Financial Associates (WFA) (see Note 2).

     The following is a summary of significant accounting policies consistently
followed by the Fund, which are in conformity with those generally accepted in
the investment company industry.

     A. Security Valuation--Security transactions are recorded on the date the
securities are purchased or sold. Securities are valued at the last sale price
on the principal exchange where they are traded. Securities that have not traded
on the date of valuation or securities for which sale prices are not generally
reported are valued at the mean between the last bid and asked prices.
Securities for which market quotations are not available will be valued at their
fair market value as determined by, or under the direction of, the Board of
Trustees (the Trustees). Temporary cash investments are valued at cost plus
accrued interest, which approximates market value. Dividend income is recorded
on the ex-dividend date and interest income is recorded on the accrual basis.

     Because the Fund may invest a substantial portion of its assets in Real
Estate Investment Trusts (REITs), the Fund may be subject to certain risks
associated with direct investments in REITs. REITs may be affected by changes in
the value of their underlying properties and by defaults by borrowers or
tenants. REITs depend generally on their ability to generate cash flow to make
distributions to shareholders, and certain REITs have self-liquidation
provisions by which mortgages held may be paid in full and distributions of
capital returns may be made at any time. In addition, the performance of a REIT
may be affected by its failure to qualify for tax-free pass-through of income
under the Internal Revenue Code or its failure to maintain exemption from
registration under the Investment Company Act of 1940.

     Gains and losses from sales of investments are calculated on the
"identified cost" method for both financial reporting and federal income tax
purposes. It is the Fund's practice first to select for sale those securities
that have the highest cost and also qualify for long-term capital gain or loss
treatment for tax purposes.

     B. Federal Taxes--It is the policy of the Fund to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable income and net realized capital
gains, if any, to its shareholders. Therefore, no federal income tax provisions
are required.

     The characterization of distributions to shareholders for financial
reporting purposes is determined in accordance with income tax rules. Therefore,
the source of the Fund's distributions may be shown in the accompanying
financial statements as either from or in excess of net investment income or net
realized gain on investment transactions, or from capital, depending on the type
of book/tax differences that may exist.

     A portion of the dividend income recorded by the Fund is from distributions
by publicly traded REITs, and such distributions for tax purposes may consist of
capital gains and return of capital. The actual return of capital and capital


                                       8


<PAGE>


PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
NOTES TO FINANCIAL STATEMENTS
June 30, 1995 (Continued)

gains portions of such distributions will be determined by formal notifications
from the REITs subsequent to the calendar year-end. Distributions received from
the REITs, that are determined to be a return of capital, are recorded by the
Fund as a reduction of the cost basis of the securities held. The character of
such distributions, for tax purposes, is determined by the Fund based on
estimates and information received by the Fund from the REITs.

     The Fund has reclassified $47,700 from Accumulated undistributed net
investment income to Paid-in-capital. This reclassification has no impact on the
net asset value of the Fund and is designed to present the Fund's capital
accounts on a tax basis.

     C. Trust Shares--The Fund records sales and repurchases of its trust shares
on the trade date. Net losses, if any, as a result of cancellations are absorbed
by Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for the Fund
and a wholly owned subsidiary of PGI. PFD earned $15,461 in underwriting
commissions on the sale of shares during the six months ended June 30, 1995.
Dividends and distributions to shareholders are recorded as of the ex-dividend
date.

     D. Organization Costs--The costs incurred by the Fund in connection with
its organization and initial registration of shares have been deferred and are
amortized on a straight-line basis over a period of five years.

2. For the period ended June 30, 1995, Pioneer Winthrop Advisers (PWA), a joint
venture between PGI and WFA, served as investment adviser to the Fund and was
responsible for the overall management of the Fund's business affairs, subject
only to the authority of the Trustees. All of the Fund's portfolio investment
decisions were made by PWA's advisory committee that relied on investment
subadvisory services provided by Pioneering Management Corporation (PMC) and by
Winthrop Advisors Limited Partnership (WALP) pursuant to their investment
subadvisory contracts with the Fund. As compensation for its investment advisory
services and certain expenses which it incurred, PWA was entitled to a
management fee equal to 1.00% per annum of the Fund's average daily net assets.

     PWA had agreed not to impose a portion of its management fees and to assume
other operating expenses for the Fund to the extent necessary to limit expenses
of the Fund to 1.75% of the Fund's average daily net assets.

     In addition, under the management agreement, certain other services and
costs, including accounting, regulatory reporting and insurance premiums were
paid by the Fund. Included in Accrued expenses - Other is $12,620 in accounting
fees payable to PWA at June 30, 1995.

     On July 17, 1995, the Fund's management contract with PWA and subadvisory
contracts with WALP and PMC terminated as a result of the sale by Nomura
Securities Co., Ltd. of its interest in the parent company of WALP. PMC, which
had served as the Fund's co-investment subadviser since the inception, has
served as the Fund's sole investment adviser pursuant to an interim management
contract since July 17, 1995.

3. Pioneering Services Corporation (PSC), a wholly owned subsidiary of PGI,
provides substantially all transfer agent and shareholder services to the Fund
at negotiated rates. Included in Accrued expenses--Other is $7,975 in transfer
agent fees payable to PSC at June 30, 1995.

4. The Fund has adopted a Plan of Distribution (the Plan) in accordance with
Rule 12b-1 under the Investment Company Act of 1940 pursuant to which certain
distribution fees are paid to PFD. Under the Plan, the Fund reimburses PFD for


                                       9


<PAGE>


PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
NOTES TO FINANCIAL STATEMENTS
June 30, 1995 (Continued)

PFD's actual expenditures to finance any activities primarily intended to result
in the sale of the Fund's shares or to provide services to the Fund's
shareholders. Reimbursements of such expenditures, if any, may not exceed 0.25%
of the Fund's average daily net assets. In addition, the Plan provides for a
service fee at the annual rate of 0.25% of the Fund's average daily net asset to
be paid to PFD. Included in Accrued expenses--Other is $18,642 in distribution
fees payable to PFD at June 30, 1995.


                                       10


<PAGE>


PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
June 30, 1995


TO THE SHAREHOLDERS AND THE BOARD OF TRUSTEES OF PIONEER WINTHROP REAL ESTATE
INVESTMENT FUND:

We have audited the accompanying balance sheet of Pioneer Winthrop Real Estate
Investment Fund, including the schedule of investments as of June 30, 1995, and
the related statement of operations, statements of changes in net assets and
financial highlights for the periods presented. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June
30, 1995 by correspondence with the custodian. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Pioneer Winthrop Real Estate Investment Fund as of June 30, 1995, the results of
its operations, the changes in its net assets and financial highlights for the
periods presented, in conformity with generally accepted accounting principles.


     Boston, Massachusetts                                 ARTHUR ANDERSEN LLP
     July 28, 1995


                                       11


<PAGE>


                  PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
                                 60 State Street
                           Boston, Massachusetts 02109

OFFICERS
JOHN F. COGAN, JR.
Chairman and Chief Executive Officer
DAVID D. TRIPPLE
Executive Vice President
STEPHEN G. KASNET
Vice President
WILLIAM H. KEOUGH
Treasurer
JOSEPH P. BARRI
Secretary

TRUSTEES
JOHN F. COGAN, JR.
RICHARD H. EGDAHL, M.D.
MARGARET B. W. GRAHAM
STEPHEN G. KASNET
JOHN W. KENDRICK
MARGUERITE A. PIRET
DAVID D. TRIPPLE
STEPHEN K. WEST
JOHN WINTHROP

INVESTMENT ADVISER
PIONEERING MANAGEMENT
CORPORATION

CUSTODIAN
BROWN BROTHERS
HARRIMAN &CO.

PRINCIPAL UNDERWRITER
PIONEER FUNDS 
DISTRIBUTOR, INC.

LEGAL COUNSEL
HALE AND DORR

INDEPENDENT PUBLIC 
ACCOUNTANTS
ARTHUR ANDERSEN LLP

SHAREHOLDER
SERVICES AND
TRANSFER AGENT
PIONEERING SERVICES 
CORPORATION
60 State Street
Boston, Massachusetts
02109


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  Please call Pioneer for information on:
  Existing accounts, new accounts, prospectuses,
  applications, and service forms...................   1-800-225-6292
  Fund yields and prices............................   1-800-225-4321
  Toll-free fax.....................................   1-800-225-4240
  Retirement plans..................................   1-800-622-0176
  Telecommunications Device for the Deaf (TDD) .....   1-800-225-1997
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When distributed to persons who are not shareowners of the Fund, this report
must be accompanied by an official prospectus, which discusses the objectives,
policies, sales charges, and other information about the Fund.


0895-2637
(C) Pioneer Funds Distributor, Inc.






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