File No. 33-65822
File No. 811-7870
As Filed with the Securities and Exchange Commission on May 22, 1996.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
Pre-Effective Amendment No. ___ / /
Post-Effective Amendment No. 9 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 _____
/ X /
Amendment No. 10 / X /
(Check appropriate box or boxes)
PIONEER REAL ESTATE SHARES
(Formerly, Pioneer Winthrop Real Estate Investment Fund)
(Exact name of registrant as specified in charter)
60 State Street, Boston, Massachusetts 02109
(Address of principal executive office) Zip Code
(617) 742-7825
(Registrant's Telephone Number, including Area Code)
Joseph P. Barri, Hale and Dorr, 60 State Street, Boston, MA 02109
(Name and address of agent for service)
It is proposed that this filing will become effective (check appropriate box):
_x_ immediately upon filing pursuant to paragraph (b)
___ on [date] pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
___ on [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 most recent fiscal year on or about February
28, 1996.
CALCULATION OF REGISTRATION FEE
Title of Amount of Proposed Proposed
Securities Shares Maximum Maximum Amount of
Being Being Offering Aggregate Registration
Registered Registered Price Per Unit Offering Price Fee
- -------------------------------------------------------------------------------
Shares of 202,302 $13.07 $2,644,087 $100.00*
Beneficial
Interest
*This calculation has been made pursuant to Rule 24e-2 under the Investment
Company Act of 1940. During its fiscal year ended December 31, 1995, the
Registrant redeemed or repurchased 879,454 shares of beneficial interest, of
which 699,340 were utilized by the Registrant on its Rule 24f-2 Notice filed on
or about February 28, 1996 and 180,114 are being used herein for purposes of
reducing the filing fee payable herewith under Rule 24e-2. No fee is required
for the registration of such 180,114 shares. An additional 22,188 shares being
registered hereby are valued at the public offering price of $13.07 as of May
14, 1996.
<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 16th day of May, 1996.
PIONEER REAL ESTATE SHARES
By:
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.* )
John F. Cogan, Jr., President )
)
)
Principal Financial and )
Accounting Officer: )
)
)
William H. Keough* )
William H. Keough, Treasurer )
)
)
Trustees: )
)
John F. Cogan, Jr.* )
John F. Cogan, Jr. )
)
)
Richard H. Egdahl, M.D.* )
Richard H. Egdahl, M.D. )
)
)
<PAGE>
Margaret B. W. Graham* )
Margaret B. W. Graham )
)
)
Stephen G. Kasnet* )
Stephen G. Kasnet )
)
)
John W. Kendrick* )
John W. Kendrick )
)
)
Marguerite A. Piret* )
Marguerite A. Piret )
)
)
)
Fred N. Pratt, Jr.* )
Fred N. Pratt, Jr. )
)
)
)
David D. Tripple* )
David D. Tripple )
)
)
Stephen K. West* )
Stephen K. West )
)
)
John Winthrop* )
John Winthrop )
- ---------
* By: /s/Joseph P. Barri May 16, 1996
Joseph P. Barri
Attorney-in-fact
<PAGE>
Exhibit Index
Exhibit
Number Document Title
10. Opinion and Consent of Counsel
17. Financial Data Schedule
MORRIS, NICHOLS, ARSHT & TUNNEL
1201 North Market Street
P.O. Box 1347
Wilmington, Delaware 19899-1347
May 16, 1996
Pioneer Real Estate
Shares
60 State Street
Boston, Massachusetts 02109
Re: Pioneer Real Estate Shares
Ladies and Gentlemen:
We have acted as special Delaware counsel to Pioneer Real
Estate Shares (formerly named Pioneer Winthrop Real Estate Investment Fund), a
Delaware business trust (the "Trust"), in connection with certain matters
relating to the formation of the Trust and the issuance of Shares of beneficial
interest in the Trust. Capitalized terms used herein and not otherwise herein
defined are used as defined in the Agreement and Declaration of Trust of the
Trust dated March 10, 1995, as amended by an amendment thereto effective as of
September 1, 1995 (the "Governing Instrument").
In rendering this opinion, we have examined copies of the
following documents, each in the form provided to us: the Certificate of Trust
of the Trust as filed in the Office of the Secretary of State of the State of
Delaware (the "Recording Office") on April 19, 1995 (the "Certificate"), as
amended by a Certificate of Amendment thereto as filed in the Recording Office
on September 1, 1995; the Governing Instrument; the By-laws of the Trust;
certain resolutions of the Trustees of the Trust; an Adoption Of And Amendment
To Notification Of Registration filed with the Securities and Exchange
Commission on April 25, 1995 by which the Trust adopted the Notification of
Registration Filed Pursuant to Section 8(a) of the Investment Company Act of
1940 on Form N-8A of Pioneer Winthrop Real Estate Investment Fund, a
Massachusetts business trust; Post-Effective Amendment No. 4 to the Registration
Statement on Form N-1A of Pioneer Winthrop Real Estate Investment Fund, a
Massachusetts business trust, by which the Trust adopted such Registration
Statement as filed with the Securities and Exchange Commission on April 25,
1995; Post-Effective Amendment
<PAGE>
Pioneer Real Estate Shares
May 16, 1996
Page 2
No. 9 to the Trust's Registration Statement on Form N-1A under the Securities
Act of 1933, as amended (the "Post-Effective Amendment"); and a certification of
good standing of the Trust obtained as of a recent date from the Recording
Office. In such examinations, we have assumed the genuineness of all signatures,
the conformity to original documents of all documents submitted to us as copies
or drafts of documents to be executed, and the legal capacity of natural persons
to complete the execution of documents. We have further assumed for the purpose
of this opinion: (i) the due authorization, execution and delivery by, or on
behalf of, each of the parties thereto of the above-referenced instruments,
certificates and other documents, and of all documents contemplated by the
Governing Instrument, the By-laws and applicable resolutions of the Trustees to
be executed by investors desiring to become Shareholders; (ii) the payment of
consideration for Shares, and the application of such consideration, as provided
in the Governing Instrument, and compliance with the other terms, conditions and
restrictions set forth in the Governing Instrument and all applicable
resolutions of the Trustees of the Trust in connection with the issuance of
Shares (including, without limitation, the taking of all appropriate action by
the Trustees to designate Series of Shares and the rights and preferences
attributable thereto as contemplated by the Governing Instrument); (iii) that
appropriate notation of the names and addresses of, the number of Shares held
by, and the consideration paid by, Shareholders will be maintained in the
appropriate registers and other books and records of the Trust in connection
with the issuance, redemption or transfer of Shares; (iv) that no event has
occurred subsequent to the filing of the Certificate that would cause a
termination or reorganization of the Trust under Section 4 or Section 5 of
Article IX of the Governing Instrument; (v) that the activities of the Trust
have been and will be conducted in accordance with the terms of the Governing
Instrument and the Delaware Business Trust Act, 12 Del. C. ss.ss. 3801 et seq.
(the "Delaware Act"); and (vi) that each of the documents examined by us is in
full force and effect and has not been modified, supplemented or otherwise
amended. No opinion is expressed herein with respect to the requirements of, or
compliance with, federal or state securities or blue sky laws. Further, we
express no opinion on the sufficiency or accuracy of any registration or
offering documentation relating to the Trust or the Shares. As to any facts
material to our opinion, other than those assumed, we have relied without
independent investigation on the above-referenced documents and on the accuracy,
as of the date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that:
<PAGE>
Pioneer Real Estate Shares
May 16, 1996
Page 3
1. The Trust is a duly organized and validly existing business
trust in good standing under the laws of the State of Delaware.
2. The Shares covered by the Post-Effective Amendment, when
issued to Shareholders in accordance with the terms, conditions, requirements
and procedures set forth in the Governing Instrument, will constitute legally
issued, fully paid and non-assessable Shares of beneficial interest in the
Trust.
3. Under the Delaware Act and the terms of the Governing
Instrument, each Shareholder of the Trust, in such capacity, will be entitled to
the same limitation of personal liability as that extended to stockholders of
private corporations for profit organized under the general corporation law of
the State of Delaware; provided, however, that we express no opinion with
respect to the liability of any Shareholder who is, was or may become a named
Trustee of the Trust. Neither the existence nor exercise of the voting rights
granted to Shareholders under the Governing Instrument will, of itself, cause a
Shareholder to be deemed a trustee of the Trust under the Delaware Act.
Notwithstanding the foregoing or the opinion expressed in paragraph 2 above, we
note that, pursuant to Section 2 of Article VIII of the Governing Instrument,
the Trustees have the power to cause Shareholders, or Shareholders of a
particular Series, to pay certain custodian, transfer, servicing or similar
agent charges by setting off the same against declared but unpaid dividends or
by reducing Share ownership (or by both means).
We understand that you are about to register 202,302 Shares of
beneficial interest in the Trust by the Post-Effective Amendment and are
currently in the process of registering or qualifying Shares in the various
states, and hereby consent to the filing of a copy of this opinion with the
Securities and Exchange Commission as part of the Post-Effective Amendment and
with the securities administrators of such states. In giving this consent, we do
not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder. Except as
provided in this paragraph, the opinion set forth above is expressed solely for
the benefit of the addressee hereof and may not be relied upon by, or filed
with, any other person or entity for any purpose without our prior written
consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
[ARTICLE] 6
[CIK] 0000908996
[NAME] PIONEER REAL ESTATE SHARES
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] DEC-31-1995
[INVESTMENTS-AT-COST] 26249890
[INVESTMENTS-AT-VALUE] 27395773
[RECEIVABLES] 332079
[ASSETS-OTHER] 26190
[OTHER-ITEMS-ASSETS] 116903
[TOTAL-ASSETS] 27870945
[PAYABLE-FOR-SECURITIES] 305548
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 74249
[TOTAL-LIABILITIES] 379797
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 26929924
[SHARES-COMMON-STOCK] 2287136
[SHARES-COMMON-PRIOR] 2467250
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (584636)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 1145860
[NET-ASSETS] 27491148
[DIVIDEND-INCOME] 1167002
[INTEREST-INCOME] 22533
[OTHER-INCOME] 0
[EXPENSES-NET] (463924)
[NET-INVESTMENT-INCOME] 725611
[REALIZED-GAINS-CURRENT] (590962)
[APPREC-INCREASE-CURRENT] 2858800
[NET-CHANGE-FROM-OPS] 2993449
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] (725611)
[DISTRIBUTIONS-OF-GAINS] (3966)
[DISTRIBUTIONS-OTHER] (837958)
[NUMBER-OF-SHARES-SOLD] 594169
[NUMBER-OF-SHARES-REDEEMED] 879454
[SHARES-REINVESTED] 105171
[NET-CHANGE-IN-ASSETS] (576954)
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 9398
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 265099
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 685112
[AVERAGE-NET-ASSETS] 26435828
[PER-SHARE-NAV-BEGIN] 11.38
[PER-SHARE-NII] .32
[PER-SHARE-GAIN-APPREC] 1.01
[PER-SHARE-DIVIDEND] (0.33)
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] (0.36)
[PER-SHARE-NAV-END] 12.02
[EXPENSE-RATIO] 1.77
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
