RULE 24F-2 NOTICE
1. Name and address of issuer:
Pioneer Real Estate Shares
60 State Street
Boston, MA 02109-1820
2. Name of each series or class of funds for which this notice is filed:
Pioneer Real Estate Shares-Class A Shares
Pioneer Real Estate Shares-Class B Shares
Pioneer Real Estate Shares-Class C Shares
3. Investment Company Act File Number: 811-7870;
Securities Act File Number: 33-65822
4. Last day of fiscal year for which this notice is filed: December 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the fiscal year but before termination of the issuer's 24f-2 declar-
ation: N/A
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year: 80,772 Shares
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 202,302 Shares
9. Number and aggregate sale price of securities sold during the fiscal year.
Shares: 5,085,481 Aggregate sale price: $70,463,611
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Shares: 4,802,407 Aggregate sale price: $66,538,788
11 Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Shares: 173,667 Aggregate sale price: $2,390,834
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10):` $66,538,788
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + $ 2,390,834
(iii)Aggregate price of shares redeemed or repurchas-
ed during the fiscal year (if applicable): - $ 9,439,138
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable): -0-
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii) plus line (iv)] (if applicable): $59,490,484
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): 1/3300
(vii)Fee due [line (i) or line (v) multiplied by
line (vi)]: $18,027.42
Instruction: Issuers should complete line (ii), (iii), and (v) only if the
form is being filed within 60 days after the close of the issuer's
fiscal year: See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's lock-
box depository: February 26, 1997
SIGNATURES
This report has been signed below the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)
/s/Robert P. Nault
Assistant Secretary
Date: February 27, 1997
February 21, 1997
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").
We understand that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, the Trust registered an indefinite
number of Shares under the Securities Act of 1933, as amended. We further
understand that the Trust is about to file with the Securities and Exchange
Commission a notice pursuant to Rule 24f-2 under the 1940 Act (the "Notice")
making definite the registration of 4,802,407 Shares sold in reliance upon Rule
24f-2 during the period from January 1, 1996 through December 31, 1996.
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
(the "Post-Effective Amendment"); the Notice; an Officer's Certificate of the
Trust dated February 19, 1997; 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.
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Pioneer Real Estate Shares
February 21, 1997
Page 2
Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion that:
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 subject to the Notice 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 hereby consent to the filing of a copy of this opinion with
the Securities and Exchange Commission together with the Notice. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder. Except as provided in this paragraph, the opinion set forth above is
expressed solely for the benefit of the addressee hereof and may not be relied
upon by, or filed with, any other person or entity for any purpose without our
prior written consent.
Sincerely,
/s/MORRIS, NICHOLS, ARSHT & TUNNELL
