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[PIONEER LOGO]
PIONEER
REAL ESTATE
SHARES
ANNUAL REPORT
DECEMBER 31, 1995
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PIONEER REAL ESTATE SHARES
DEAR FELLOW SHAREOWNERS,
Pioneer Real Estate Shares' fiscal year ended on December 31, 1995. A number of
notable events and changes occurred over the course of the year, both in the
stock market and with your Fund. The most obvious change is your Fund's new
name, which took effect on September 1, 1995. The change from Pioneer Winthrop
Real Estate Investment Fund was brought about when the parent company of
Winthrop Advisors Limited Partnership, with whom the Fund had a subadvisory
contract, was acquired by Apollo Real Estate Advisors, L.P., resulting in the
automatic termination of the contract. On September 26, 1995, shareowners voted
to approve a management contract with the Fund's primary manager, Pioneering
Management Corporation (PMC), the investment adviser to all Pioneer mutual
funds. We want to thank shareowners for taking the time to vote for this change,
as well as to vote on other proposals earlier in the year. (The voting results
appear on page 12 of this report.) We also want to reaffirm that the changes
have not affected your Fund's day-to-day management and activities, which have
remained the primary responsibility of PMC without interruption since the Fund's
inception.
HOW YOUR FUND PERFORMED
Throughout the year, domestic equity markets -- driven primarily by the
performance of technology stocks -- reached historic levels. In response,
investors jumped on the technology bandwagon, showing little interest in other
investment opportunities, including real estate investment trusts (REITs). As a
result, REITs lagged the broad stock market, although at times their low prices
and historically high yields led value- and income-oriented investors back into
the REIT market, creating periods of impressive results.
For the 12 months ended December 31, 1995, we report the following results for
Pioneer Real Estate Shares:
o The Fund's 12-month total return was 12.11% based on net asset value and
5.70% based on maximum public offering price. Total return assumes the
reinvestment of all distributions at net asset value.
o Shareowners received income dividends totaling $0.6887 per share including a
capital gains distribution of $0.0018 per share. Of the distributions paid
for the year, 49.95% represented a non-taxable return of capital.
o Net asset value stood at $12.02 per share on December 31, versus $11.38 one
year earlier, even after the payment of distributions.
For additional performance information, please turn to page 3.
RECORD HIGHS FOR THE BROAD STOCK MARKET
The real estate market began the year on a negative note in reaction to higher
short-term interest rates. The Federal Reserve (the Fed), in its pursuit to keep
inflation low, raised the benchmark federal funds rate on February 1 after
making six hikes in 1994. The general stock market reacted favorably; however,
REITs did not share in the enthusiasm since they tend to be sensitive to
interest rate changes. Investors' focus remained on familiar, typically
large-capitalization stocks, as well as technology stocks of all sizes. The
general disinterest in REITs, however, did eventually spur rallies, particularly
in May, June and December, when low prices and high yields made REITs extremely
good buys for income-oriented investors. Your Fund's results reflect this trend;
Pioneer Real Estate Shares returned 5.73% in May, 3.50% in June and 5.56% in
December, at net asset value.
When the economy showed signs of slowing too significantly, the Fed began to
lower short-term interest rates, cutting the federal funds rate on July 6 and
again on December 19. Investors viewed the Fed's shift favorably, further
fueling the stock market's positive growth. In fact, on November 21 the Dow
Jones Industrial Average reached and crossed the 5000 level for the first time
in its history, propelled by the favorable investing climate and mood.
There was volatility in the overall market, however, especially during the
latter half of the fiscal year. For example, in October, most investments
encountered setbacks, due primarily to the heightening debate about the federal
budget. The REIT market was no exception, although the high yields offered by
many REITs helped offset price declines. Your Fund maintained its competitive
dividend stream, as your management held firm to its strategy rather than sell
in reaction to sporadic market disappointments.
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HOW PIONEER MANAGED YOUR INVESTMENT
Pioneer Real Estate Shares pursues long-term capital growth, with income as a
secondary objective. In selecting investments for your Fund, we focus on
individual securities, analyzing fundamentals such as balance sheets and income
statements, management teams and earnings potential. The majority of the Fund's
holdings continue to meet -- and several exceed -- their projected earnings,
indicating that REITs should eventually return to favor as investors recognize
the individual strength and income many offer.
Your management also reviews broad-based statistics and general real estate
values to identify trends that may affect the Fund. During the year, the
Southeast, Southwest and Midwest played increasingly significant roles. Their
real economic growth, demographics and tendency toward REIT-owned properties
have been more favorable than in the Northeast and Northwest.
We saw the strongest overall performance from office and industrial REITs. We
added Duke Realty Investments, an office-related enterprise based in Indiana. We
also like select hotel and apartment REITs; strong performers included Equity
Inns and Wellsford Residential Properties. We also introduced a company in
real-estate related services, Amresco. It is a good example of the effect of
market moodiness and shows your management's disciplined focus on long-term
prospects, not short-term setbacks. In October, Amresco announced it was
undertaking an equity offering and eliminating its small dividend; its stock
price dropped significantly. In our view, however, Amresco's plan to invest in
itself enhances its growth potential and makes sense long-term. In November,
Amresco's stock bounced back, indicating to us that the decline reflected
temporary negative views rather than a genuine problem with the company.
An area we reduced was retail. The slow-moving economy and lack of consumer
confidence led to low spending in retail, a trend that seems likely to continue.
Your management sold the Fund's position in Debartolo Realty, a mall-based REIT.
While some factory outlets remain reasonably priced, we re-deployed assets in
commercial and industrial areas.
LOOKING AHEAD
The past year showed how the general stock market, led by high-growth sectors
like technology, can turn in impressive results. Seasoned investors recognize
that such results cannot be sustained forever and understand the need to
diversify among market segments -- including real estate. While such investments
entail a degree of risk relating to economic conditions and interest rates, they
also offer a way to participate in the sector's long-term potential. By
selecting Pioneer Real Estate Shares, you receive the benefit of liquidity and
avoid the complication and expense of direct property ownership. Your Fund's
management remains committed to uncovering REITs that offer solid earnings and
value. We are encouraged by the recent movement into REITs, and will pursue the
companies and locations we believe best suit the Fund's objectives.
One final note. A special meeting has been scheduled for March 5, 1996, for
shareowners to vote on two proposals: ratify Arthur Andersen LLP as the Fund's
independent public accountants for the 1996 fiscal year; and add Boston
Financial Securities (BFS) as subadviser of the Fund. BFS is an affiliate of
Boston Financial, one of the country's leading real estate investment firms. BFS
has extensive experience in real estate and related investments, and has
provided financial, consulting and management services to investors and
developers. If approved, BFS would identify and analyze potential real estate
investments, monitor real estate market conditions, continually review the
portfolio and provide advisory reports to Pioneer, based on its research.
Please read on through the Fund's audited Schedule of Investments and financial
statements as of December 31, 1995. If you have any questions about your
investment in Pioneer Real Estate Shares, please contact your investment
representative, or call Pioneer at 1-800-225-6292.
Respectfully,
[Signature]
John F. Cogan, Jr.
Chairman,
Pioneer Real Estate Shares
2
<PAGE>
GROWTH OF A $10,000 INVESTMENT*
This chart shows the growth of a $10,000 investment made in Pioneer Real Estate
Shares at public offering price, compared to the growth of the Standard & Poor's
500 Index and Wilshire Real Estate Index.
PIONEER REAL ESTATE SHARES:
Average Annual Total Returns
(As of December 31, 1995)
Net Public Offering
Time Period Asset Value Price*
- ---------------------------------------------------------------
Life of Fund (10/25/93) 3.63% 0.86%
One Year 12.11 5.70
[LINE GRAPH]
Pioneer Real S&P500 Index Wilshire Real
Estate Shares Estate Index
10/31/93 9,425 10,000 10,000
8,906 9,871 9,564
12/31/93 9,067 10,037 9,553
9,097 10,363 9,839
9,605 10,051 10,242
3/31/94 9,398 9,659 9,767
9,460 9,771 9,877
9,598 9,892 10,082
6/30/94 9,288 9,701 9,884
9,072 10,006 9,906
9,281 10,382 9,899
9/30/94 8,992 10,175 9,734
8,592 10,387 9,378
8,145 9,977 9,011
12/31/94 9,088 10,173 9,709
8,729 10,420 9,396
8,824 10,796 9,690
3/31/95 8,784 11,160 9,746
8,622 11,472 9,676
9,117 11,889 9,996
6/30/95 9,435 12,222 10,170
9,740 12,610 10,334
9,797 12,606 10,460
9/30/95 10,035 13,190 10,652
9,626 13,125 10,322
9,651 13,664 10,430
12/31/95 10,188 13,982 11,034
The Standard & Poor's (S&P) 500 Index is an unmanaged measure of 500 widely
held common stocks listed on the New York Stock Exchange, American Stock
Exchange and the Over-the-Counter market.
The Wilshire Real Estate Index is a market-capitalization weighted measure of
the performance of more than 85 real estate securities. The Index is 79% REITs
(equity and hybrid) and 21% real estate operating companies.
Index returns assume reinvestment of dividends and, unlike Fund returns, do not
reflect any fees, expenses or sales charges. You cannot invest directly in the
indices.
*Reflects deduction of the maximum 5.75% sales charge at the beginning of the
period and assumes reinvestment of all distributions at net asset value.
Past performance does not guarantee future results. Return and principal
fluctuate so that an investor's shares, when redeemed, may be worth more
or less than their original cost.
3
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PIONEER REAL ESTATE SHARES
SCHEDULE OF INVESTMENTS
December 31, 1995
Shares Value
- --------------------------------------------------------------------------------
INVESTMENT IN SECURITIES -- 99.5%
REAL ESTATE INVESTMENT TRUSTS -- 92.7%
70,000 Bradley Real Estate Trust ............................. $ 945,000
65,000 CenterPoint Properties Corp ........................... 1,503,125
32,000 Developers Diversified Realty Corp .................... 960,000
50,000 Duke Realty Investments, Inc. ......................... 1,568,750
125,300 Equity Inns, Inc. ..................................... 1,440,950
10,000 Equity Residential Property ........................... 306,250
50,000 Factory Stores of America, Inc. ....................... 656,250
58,000 Gables Residential Trust .............................. 1,326,750
85,000 HGI Realty, Inc. ...................................... 1,944,375
54,100 JP Realty, Inc. ....................................... 1,183,437
60,500 Merry Land & Investment Co., Inc. ..................... 1,429,313
60,000 National Golf Properties, Inc. ........................ 1,372,500
57,900 Oasis Residential, Inc. ............................... 1,317,225
40,000 Post Properties Inc. .................................. 1,275,000
60,000 Spieker Properties, Inc. .............................. 1,507,500
60,000 Sun Communities, Inc. ................................. 1,582,500
50,000 Tanger Factory Outlet Centers, Inc. ................... 1,250,000
47,200 Trinet Corporate Realty Trust, Inc. ................... 1,286,200
6,000 Walden Residential Properties, Inc. ................... 125,250
5,000 Weeks Corporation ..................................... 125,625
15,000 Weingarten Realty Investors ........................... 570,000
75,000 Wellsford Residential Properties Trust ................ 1,725,000
-----------
$25,401,000
-----------
REAL ESTATE SERVICES -- 6.8%
145,000 Amresco, Inc .......................................... $ 1,848,750
-----------
TOTAL INVESTMENT IN SECURITIES --
(Cost $26,103,890 (a) ................................. $27,249,750
-----------
The accompanying notes are an integral part of these financial statements.
4
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PIONEER REAL ESTATE SHARES
SCHEDULE OF INVESTMENTS
December 31, 1995 (Continued)
Principal
Amount Value
- --------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENT -- 0.5%
COMMERCIAL PAPER -- 0.5%
$146,000 Household Finance Corp., 5.70%, 1/2/96 ................ $ 146,023
-----------
TOTAL TEMPORARY CASH INVESTMENT (Cost $146,000)........ $ 146,023
-----------
TOTAL INVESTMENT IN SECURITIES AND
TEMPORARY CASH INVESTMENT -- 100%
(Cost $26,249,890).................................... $27,395,773
===========
(a) At December 31, 1995, the net unrealized gain on investments
based on cost for federal income tax purposes of
$26,103,890 was as follows:
Aggregate gross unrealized gain for all investments in which
there is an excess of value over tax cost .................. $ 2,809,995
Aggregate gross unrealized loss for all investments in which
there is an excess of tax cost over value .................. (1,664,135)
-----------
Net unrealized gain ................................. $ 1,145,860
===========
(b) At December 31, 1995, the Fund had a net capital loss
carryforward of $584,636 which will expire in 2003
if not utilized.
Purchases and sales of securities (excluding temporary cash investments)
for the year ended December 31, 1995 aggregated $2,506,586 and $4,814,127,
respectively.
The accompanying notes are an integral part of these financial statements.
5
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PIONEER REAL ESTATE SHARES
BALANCE SHEET
December 31, 1995
ASSETS:
Investment in securities, at value
(including temporary cash investment
of $146,023) (cost $26,249,890;
see Schedule of Investments and Note 1) .................... $27,395,773
Cash ......................................................... 61,311
Receivables --
Dividends .................................................. 267,797
Trust shares sold .......................................... 64,282
Organizational cost -- net (Note 1) .......................... 55,592
Other ........................................................ 26,190
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Total assets ........................................... $27,870,945
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LIABILITIES:
Payables --
Investment securities purchased ............................ $ 305,548
Trust shares repurchased ................................... 3,831
Due to affiliates (Notes 2, 3 and 4) ......................... 41,055
Accrued expenses ............................................. 29,363
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Total liabilities ........................................ $ 379,797
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NET ASSETS:
Paid-in capital (Note 1) ..................................... $26,929,924
Accumulated net realized loss
on investments ............................................. (584,636)
Net unrealized gain on investments ........................... 1,145,860
-----------
Total net assets (equivalent to $12.02
per share based on 2,287,136 trust
shares outstanding -- unlimited
number of shares authorized) ........................... $27,491,148
PIONEER REAL ESTATE SHARES
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
INVESTMENT INCOME (NOTE 1):
Dividends .................................................... $ 1,167,002
Interest ..................................................... 22,533
-----------
Total investment income ...................................... $ 1,189,535
-----------
EXPENSES:
Management fees (Note 2) ..................................... $ 265,099
Distribution fees (Note 4) ................................... 61,755
Transfer agent fees (Note 3) ................................. 80,199
Registration fees ............................................ 31,122
Professional fees ............................................ 96,845
Accounting (Note 2) .......................................... 76,338
Custodian fees ............................................... 13,297
Printing ..................................................... 13,590
Organizational costs (Note 1) ................................ 18,088
Fees and expenses of nonaffiliated trustees .................. 5,600
Miscellaneous ................................................ 23,179
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Total expenses ............................................. $ 685,112
Less fees paid indirectly (Note 5) ......................... (4,970)
Less management fees waived by Pioneering
Management Corporation (Note 2) ......................... (216,218)
-----------
Net expenses ............................................... $ 463,924
-----------
Net investment income ...................................... $ 725,611
-----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments ............................. $ (590,962)
Change in unrealized gain on investments ..................... 2,858,800
-----------
Net gain on investments .................................... $ 2,267,838
-----------
Net increase in net assets
resulting from operations .............................. $ 2,993,449
===========
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
PIONEER REAL ESTATE SHARES
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31, 1995 and the six months ended December 31, 1994*
1995 1994
------------- ------------
<S> <C> <C>
FROM OPERATIONS:
Net investment income .................................................................... $ 725,611 $ 525,476
Net realized gain (loss) on investments .................................................. (590,962) 34,557
Change in net unrealized gain on investments ............................................. 2,858,800 (1,237,463)
----------- -----------
Net increase (decrease) in net assets resulting from operations ........................ $ 2,993,449 $ (677,430)
----------- -----------
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income ($0.33 and $0.20 per share, respectively) ..................... $ (725,611) $ (525,476)
In excess of net investment income ($0.02 and $0.00 per share, respectively) ............. (56,360) --
From tax return of capital ($0.34 and $0.15 per share, respectively) ..................... (781,598) (346,042)
From net realized gain ($0.00 and $0.02 per share, respectively) ......................... (3,966) (62,209)
----------- -----------
Decrease in net assets resulting from distributions to shareholders ...................... $(1,567,535) $ (933,727)
----------- -----------
FROM TRUST SHARE TRANSACTIONS: Shares
--------------------------
Net proceeds from sale of shares ........................... 594,169 526,831 $ 6,726,489 $ 6,037,861
Net asset value of shares issued to shareholders
in reinvestment of dividends ............................. 105,171 62,858 1,210,135 709,833
Cost of shares repurchased ................................. (879,454) (583,891) (9,939,492) (6,652,624)
-------- -------- ---------- ----------
Increase (decrease) in net assets resulting from
trust share transactions ............................... (180,114) 5,798 $(2,002,868 $ 95,070
======== ======== ========== ==========
Net decrease in net assets................................................................. $ (576,954) $(1,516,087)
NET ASSETS:
Beginning of period ....................................................................... 28,068,102 29,584,189
----------- -----------
End of period ............................................................................. $27,491,148 $28,068,102
<FN>
* Subsequent to December 31, 1994, the Fund's year end was changed to December 31.
</FN>
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
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PIONEER REAL ESTATE SHARES
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS -- SELECTED DATA FOR A SHARE OUTSTANDING
For the Periods Presented
Year Six Months Ocotober 25,
Ended Ended 1993 to
December 31, 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 ...................................... $ 0.32 $ 0.21 $ 0.27
Net realized and unrealized gain (loss) on investments ..... 1.01 (0.48) (0.45)
------- ------- -------
Total increase (decrease) from investment operations ..... $ 1.33 $ (0.27) $ (0.18)
Distributions to shareholders:
From net investment income ................................. (0.33) (0.20) (0.27)
In excess of net investment income ......................... (0.02) -- --
From tax return of capital ................................. (0.34) (0.15) (0.03)
From net realized gain ..................................... -- (0.02) --
------- ------- -------
Net increase (decrease) in net asset value ................... $ 0.64 $ (0.64) (0.48)
------- ------- -------
Net asset value, end of period ............................... $ 12.02 $ 11.38 $ 12.02
======= ======= =======
Total return * ............................................... 12.11% (2.16)% (1.47)%
Ratio of net operating expenses to average net assets ........ 1.77%++ 1.75%** 1.71%**
Ratio of net investment income to average net assets ......... 2.73%++ 3.72%** 3.73%**
Porfolio turnover rate ....................................... 9.63% 17.40%** 23.98%**
Net assets, end of period (in thousands) ..................... $27,491 $28,068 $29,584
Ratios assuming no waiver of management fees and assumption
of expenses by PMC and no reduction for fees paid indirectly:
Net operating expenses ..................................... 2.59% 2.27%** 2.15%**
Net investment income ...................................... 1.91% 3.20%** 3.28%**
Ratios assuming waiver of management fees and assumption
of expenses by PMC and reduction for fees paid indirectly:
Net operating expenses ..................................... 1.75% -- --
Net investment income ...................................... 2.75% -- --
<FN>
+ Subsequent to December 31, 1994, the Fund's year end was changed to December 31.
++ Ratios assuming no reduction for fees paid indirectly.
* 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
</FN>
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
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PIONEER REAL ESTATE SHARES
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
1. Pioneer Real Estate Shares (the Fund) is a Delaware business trust registered
under the Investment Company Act of 1940 as a non-diversified, open-end
management investment company. The investment objective of the Fund is to seek
long-term growth of capital. Current income is a secondary objective.
The Fund's financial statements have been prepared in conformity with
generally accepted accounting principles that require the management of the Fund
to, among other things, make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting periods. Actual results could differ
from those estimates. 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 trade date.
Each day, 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 readily available are valued at their fair values 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 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 Income 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 provision
is 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 paid-in 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 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 $56,360 from distributions in excess of net
investment income, $894 from accumulated net realized loss and $781,598 from
distributions from tax return of capital 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.
9
<PAGE>
PIONEER REAL ESTATE SHARES
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 (Continued)
The Fund hereby designates $3,966 as a capital gain dividend for the
purposes of the dividends paid deduction.
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 an indirect subsidiary of The Pioneer Group, Inc. (PGI). PFD earned
$27,966 in underwriting commissions on the sale of shares during the year ended
December 31, 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 have been deferred and are amortized on a straight-line basis
over a period of five years.
2. Pioneering Management Corporation (PMC), the Fund's investment adviser,
manages the Fund's portfolio and is a wholly owned subsidiary of PGI. Management
fees are calculated daily at the annual rate of 1.00% of the Fund' s average
daily net assets.
PMC has 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 the
Fund's expenses to 1.75% of average daily net assets.
In addition, under the management agreement, certain other services and
costs, including accounting, regulatory reporting and insurance premiums, are
paid by the Fund. Included in due to affiliates is $11,169 in accounting fees
payable to PMC at December 31, 1995.
Prior to July 17, 1995, Pioneer Winthrop Advisers (PWA), a joint venture
between The Pioneer Group, Inc. (PGI) and Winthrop Financial Associates, served
as investment adviser to the Fund and was responsible for the overall management
of the Fund's business affairs, subject 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 PMC and by Winthrop
Advisors Limited Partnership pursuan t 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 of 1.00% per
annum of the Fund' s average daily net assets.
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 due to affiliates is $11,547 in transfer agent
fees payable to PSC at December 31, 1995.
4. The Fund has adopted a Plan of Distribution (the Plan) in accordance with
Rule 12b-1 of the Investment Company Act of 1940. The Plan allows for the Fund
to reimburse PFD for expenditures to finance any activities primarily intended
to result in the sale of trust shares. The Plan provides for reimbursement of
such expenditures in an amount not to exceed 0.25% of the Fund's average daily
net assets. Included in due to affiliates is $18,339 in distribution fees
payable to PFD at December 31, 1995.
5. The Fund has entered into certain expense offset arrangements resulting in a
reduction in the Fund's total expenses. For the year ended December 31, 1995,
the Fund' s expenses were reduced by $4,970 under such arrangements.
10
<PAGE>
PIONEER REAL ESTATE SHARES
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE SHAREHOLDERS AND THE BOARD OF TRUSTEES OF PIONEER REAL ESTATE SHARES:
We have audited the accompanying balance sheet of Pioneer Real Estate
Shares, including the schedule of investments, as of December 31, 1995, and the
related statements of operations, 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
December 31, 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 Real Estate Shares as of December 31, 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.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
February 2, 1996
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PIONEER REAL ESTATE SHARES
RESULTS OF APRIL 11, 1995 SHAREOWNER MEETING (UNAUDITED)
On April 11, 1995, Pioneer Winthrop Real Estate Investment Fund held a special
meeting of shareowners. All Proposals were passed by shareowner vote. Following
are the detailed results of the vote for each Proposal presented.
PROPOSAL 1 -- TO APPROVE THE TERMS OF A NEW INVESTMENT SUBADVISORY AGREEMENT
WITH WINTHROP ADVISORS LIMITED PARTNERSHIP
Affirmative 1,636,349.909
Against 21,266.086
Abstain 77,961.722
PROPOSAL 2 -- TO RATIFY THE CONTINUANCE OF THE CURRENT MANAGEMENT CONTRACT WITH
PIONEER WINTHROP ADVISERS AND TO RATIFY THE PAYMENT OF THE FEES AT THE CURRENT
RATE
Affirmative 1,664,304.553
Against 23,068.322
Abstain 66,567.842
PROPOSAL 3 -- TO RATIFY THE CONTINUANCE OF THE CURRENT INVESTMENT SUBADVISORY
AGREEMENT WITH PIONEERING MANAGEMENT CORPORATION AND TO RATIFY THE PAYMENT OF
THE FEES AT THE CURRENT RATE
Affirmative 1,658,438.049
Against 26,476.475
Abstain 69,026.193
PROPOSAL 4 -- TO APPROVE A PLAN OF REORGANIZATION PURSUANT TO WHICH THE FUND
WILL BE REORGANIZED AS A SERIES OF A DELAWARE BUSINESS TRUST
Affirmative 1,451,816.112
Against 27,670.507
Abstain 90,600.098
RESULTS OF SEPTEMBER 26, 1995 SHAREOWNER MEETING (UNAUDITED)
On September 26, 1995, Pioneer Winthrop Real Estate Investment Fund held a
special meeting of shareowners. All Proposals were passed by shareowner vote.
Following are the detailed results of the vote for each Proposal presented.
PROPOSAL 1 -- TO APPROVE THE TERMS OF A NEW MANAGEMENT CONTRACT WITH PIONEERING
MANAGEMENT CORPORATION AND TO APPROVE THE PAYMENT TO PIONEERING MANAGEMENT
CORPORATION OF FEES UNDER AN INTERIM MANAGEMENT CONTRACT
Affirmative 1,454,023.030
Against 23,181.807
Abstain 108,761.884
PROPOSAL 2 -- TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP AS THE FUND'S
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1995
Affirmative 1,480,269.743
Against 17,111.714
Abstain 67,854.264
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PIONEER REAL ESTATE SHARES
TRUSTEES' FEES, PRINCIPAL SHAREHOLDERS AND SHARE OWNERSHIP
OF TRUSTEES AND OFFICERS (UNAUDITED)
The aggregate direct remuneration paid to nonaffiliated trustees and officers
during the year ended December 31, 1995 was $6,555, plus expenses incurred in
attending trustees meetings of $1,084. Fees of trustees who are affiliated with
or "interested persons" of Pioneering Management Corporation and Pioneer Funds
Distributor, Inc., the investment adviser and principal underwriter,
respectively, of the Trust ($1,500 in 1995), are reimbursed to the Fund by
Pioneering Management Corporation in accordance with the management contract
with the Trust. At December 31, 1995, the trustees and officers of the Fund
owned beneficially 48,340 shares of the Trust (approximately 2.11% of the
outstanding shares). The Pioneer Group, Inc. is a publicly held corporation of
which Mr. Cogan, Chairman and President of the Fund, owned approximately 15% of
the outstanding shares of capital stock at December 31, 1995.
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PIONEER REAL ESTATE SHARES
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
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
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.
0296-2993
[Copyright] Pioneer Funds Distributor, Inc.
