File No. 33-65822
File No. 811-7870
As Filed with the Securities and Exchange
Commission on January 12, 1996.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
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Pre-Effective Amendment No. ___ / /
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Post-Effective Amendment No. 7 / X /
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
/ X /
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Amendment No. 8 / X /
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(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):
___ immediately upon filing pursuant to paragraph (b)
_X_ on January 18, 1996 pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
___ on [date] 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.
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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
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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. 7 to the Registration Statement on Form N-1A
of Pioneer Real Estate Shares (the "Registrant") 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 January __, 1996 of the Registrant is
hereby incorporated herein by reference from Post-Effective
Amendment No. 6 to the Registrant's Registration Statement as
filed with the Securities and Exchange Commission pursuant to
Rule 485(a)(1) on November 14, 1995.
Part B -- Statement of Additional Information dated January __, 1996
of the Registrant is hereby incorporated herein by reference from
Post-Effective Amendment No. 6 to the Registrant's Registration
Statement as filed with the Securities and Exchange Commission
pursuant to Rule 485(a)(1) on November 14, 1995
Financial statements for the period from July 1, 1994 through
December 31, 1994, incorporated by reference into the
above-referenced Statement of Additional Information, are hereby
incorporated herein by reference.
Unaudited financial statements for the period from January 1,
1995 through June 30, 1995 are hereby incorporated herein by
reference from the Registrant's Semi-Annual Report to
Shareholders 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
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
The financial statements of the Registrant are incorporated by
reference from the Annual Report to Shareholders for the
period ended December 31, 1994 and the 1995 Report to
Shareholders for the 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.
(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.***
1.5 Establishment and Designation of Classes.****
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.*
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9. Investment Company Service Agreement between the
Registrant and Pioneering Services Corporation.*
10. Opinion and Consent of Counsel.***
11. Consent of Independent Public Accountants.****
12. None.
13. Share Purchase Agreement.*
14. None.
15.1 Distribution Plan relating to Class A shares.*
15.2 Distribution Plan relating to Class B shares.****
15.3 Distribution Plan relating to Class C shares.****
16. None.
17. Financial Data Schedule.*
18. Multiple Class Plan pursuant to Rule 18f-3.****
19. Powers of Attorney.*
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* 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.
*** Filed with Post-Effective Amendment No. 5 to the Registration Statement on
November 8, 1995 and incorporated herein by reference.
**** Filed with Post-Effective Amendment No. 6 to the Registration Statement on
November 14, 1995 and incorporated herein by reference.
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<PAGE>
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
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.
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<PAGE>
Item 26. Number of Holders of Securities
Number of Record Holders
Title of Class as of December 29, 1995
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Class A Shares of Beneficial Interest 2,431
Class B Shares of Beneficial Interest 0
Class C Shares of Beneficial Interest 0
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
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.
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<PAGE>
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:
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
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
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
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<PAGE>
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
(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.
(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.
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<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 10th day of January, 1996.
PIONEER REAL ESTATE SHARES
By: /s/ John F. Cogan, Jr.
John F. Cogan, Jr.
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: )
)
)
John F. Cogan, Jr.* )
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John F. Cogan, Jr., President )
)
)
Principal Financial and )
Accounting Officer: )
)
)
William H. Keough* )
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William H. Keough, Treasurer )
)
)
Trustees: )
)
John F. Cogan, Jr.* )
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John F. Cogan, Jr. )
)
)
Richard H. Egdahl, M.D.* )
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Richard H. Egdahl, M.D. )
)
)
Margaret B. W. Graham* )
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Margaret B. W. Graham )
)
)
Stephen G. Kasnet* )
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Stephen G. Kasnet )
)
<PAGE>
)
John W. Kendrick* )
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John W. Kendrick )
)
)
Marguerite A. Piret* )
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Marguerite A. Piret )
)
)
David D. Tripple* )
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David D. Tripple )
)
)
Stephen K. West* )
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Stephen K. West )
)
)
John Winthrop* )
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John Winthrop )
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* By: /s/ Joseph P. Barri January 10, 1996
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Joseph P. Barri
Attorney-in-fact
<PAGE>
Exhibit Index
Exhibit
Number Document Title
None
