File No. 33-65822
File No. 811-7870
As Filed with the Securities and Exchange
Commission on November 7, 1995.
Pre-Effective Amendment No. ___ / /
Post-Effective Amendment No. 5 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
Amendment No. 6 / X /
(Check appropriate box or boxes)
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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 January __, 1996 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.
CALCULATION OF REGISTRATION FEE
Title of Amount of Proposed Proposed Amount of Securities Being Shares Being Maximum Offering Maximum Aggregate Registration Registered Registered Price Per Unit Offering Price Fee Shares of 80,772 $12.23 $987,842 $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, 1994, the Registrant redeemed or repurchased 583,891 shares of beneficial interest, of which 526,831 were utilized by the Registrant on its Rule 24f-2 Notice filed on February 27, 1995 and 57,060 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 57,060 shares. An additional 23,712 shares being registered hereby are valued at the public offering price of $12.23 as of October 31, 1995.
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
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
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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.
This Post-Effective Amendment No. 5 to the Registration Statement on Form N-1A of Pioneer Real Estate Shares 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 April 28, 1995 as supplemented dated July 5, 1995, July 25, 1995, October 6, 1995 and November 1, 1995, of Pioneer Real Estate Shares, which is hereby incorporated herein by reference.
Part B -- Statement of Additional Information, dated April 28, 1995 as supplemented dated July 25, 1995 and October 6, 1995, of Pioneer Real Estate Shares, which is hereby incorporated herein by reference.
Annual Report to Shareholders of Pioneer Real Estate Shares for the fiscal period ended December 31, 1994, is hereby incorporated by reference as filed with Securities and Exchange Commission.
Audited financial statements of Pioneer Real Estate Shares for the semi-annual 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.
Part C -- Other Information
Signatures
Exhibit Index required by Rule 483(a) under the Securities Act of 1993
Exhibits
The Prospectus and Statement of Additional Information incorporated herein by reference relate to the Registration Statement filed by Pioneer Real Estate Shares (Securities Act of 1933 File No. 33-65822 and Investment Company Act of 1940 File No. 811-7870), as amended by Post-Effective No. 4 filed with the Securities and Exchange Commission on April 25, 1995 and, as supplemented and filed with the Securities and Exchange Commission pursuant to Rule 497(e) on July 5, 1995, July 25, 1995, October 6, 1995 and November 1, 1995.
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
The Annual Report to Shareholders of Pioneer Real Estate Shares for the fiscal period ended December 31, 1994, is hereby incorporated by reference as filed with Securities and Exchange Commission.
The Semi-Annual Report to Shareholders for the period ended June 31, 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.+
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.*
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. Distribution Plan.*
16. None.
17. Financial Data Schedule.*
18. Powers of Attorney.*
* 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.
*** To be filed by amendment.
+ Filed herewith.
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.
Item 26. Number of Holders of Securities
Number of Record Holders
Title of Class as of October 31, 1995
-------------- ----------------------
Shares of Beneficial Interest 2,456
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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.
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
C-4
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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
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
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(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.
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 6th day of November, 1995.
PIONEER REAL ESTATE SHARES
By: /s/ David D. Tripple
David D. Tripple
Executive Vice President
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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: )
)
)
/s/John F. Cogan, Jr.* )
John F. Cogan, Jr., President )
)
)
Principal Financial and )
Accounting Officer: )
)
)
/s/William H. Keough* )
William H. Keough, Treasurer )
)
)
Trustees: )
)
/s/John F. Cogan, Jr.* )
John F. Cogan, Jr. )
)
)
/s/Richard H. Egdahl, M.D.* )
Richard H. Egdahl, M.D. )
)
)
/s/Margaret B. W. Graham* )
Margaret B. W. Graham )
)
)
/s/Stephen G. Kasnet* )
Stephen G. Kasnet )
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)
)
/s/John W. Kendrick* )
John W. Kendrick )
)
)
/s/Marguerite A. Piret* )
Marguerite A. Piret )
)
)
/s/David D. Tripple* )
David D. Tripple )
)
)
/s/Stephen K. West* )
Stephen K. West )
)
)
/s/John Winthrop* )
John Winthrop )
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* By: /s/ Joseph P. Barri November 6, 1995
-------------------
Joseph P. Barri
Attorney-in-fact
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Exhibit Index
Exhibit
Number Document Title
1.2 Certificate of Trust.
1.3 Amendment to Certificate of Trust.
1.4 Amendment to Agreement and Declaration of Trust.
10. Opinion and Consent of Counsel.
11. Consent of Independent Public Accountants.
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CERTIFICATE OF TRUST
THIS Certificate of Trust of Pioneer Winthrop Real Estate Investment Fund (the "Trust"), dated April 18, 1995, is being duly executed and filed by the persons named below as trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ss. 3801, et seq.).
1. Name. The name of the business trust formed hereby is Pioneer Winthrop Real Estate Investment Fund.
2. Registered Agent. The business address of the registered office of the Trust in the State of Delaware is 1201 North Market Street in the City of Wilmington, County of New Castle, 19801. The name of the Trust's registered agent at such address is Delaware Corporation Organizers, Inc.
3. Effective Date. This Certificate of Trust shall be effective upon the date and time of filing.
4. Series Trust. Notice is hereby given that pursuant to Section 3804 of the Delaware Business Trust Act, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust shall be enforceable against the assets of such series only and not against the assets of the Trust generally.
5. Registered Investment Company. The Trust will become a registered investment company under the Investment Company Act of 1940, as amended, prior to or within 180 days following the first issuance of beneficial interests.
IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust,
have executed this Certificate of Trust as of the date first above-written. /s/
John F. Cogan, Jr. John F. Cogan, Jr. As Trustee and not individually
/s/ Richard H. Egdahl
Richard H. Egdahl
As Trustee and not individually
/s/ Margaret B.W. Graham
Margaret B.W. Graham
As Trustee and not individually
/s/ Arthur J. Halleran, Jr.
Arthur J. Halleran, Jr.
As Trustee and not individually
/s/ Stephen G. Kasnet
Stephen G. Kasnet
As Trustee and not individually
/s/ John W. Kendrick
John W. Kendrick
As Trustee and not individually
/s/ Marguerite A. Piret
Marguerite A. Piret
As Trustee and not individually
/s/ David D. Tripple
David D. Tripple
As Trustee and not individually
/s/ Stephen K. West
Stephen K. West
As Trustee and not individually
/s/ John Winthrop
John Winthrop
As Trustee and not individually
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CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF TRUST
OF
PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
THIS Certificate of Amendment, dated August 31, 1995, to the Certificate of Trust, dated April 18, 1995, of Pioneer Winthrop Real Estate Investment Fund (the "Trust") is being duly executed and filed by the persons named below as Trustees, to amend the Certificate of Trust filed by the Trust on April 19, 1995 with the Office of the Secretary of State of the State of Delaware.
1. Amendment. Effective as of September 1, 1995, the name of the Trust is changed from "Pioneer Winthrop Real Estate Investment Fund to "Pioneer Real Estate Shares."
IN WITNESS WHEREOF, the undersigned being all the Trustees of the Trust have executed this Certificate of Amendment as of the date first above-written.
/s/ John F. Cogan, Jr. John F. Cogan, Jr. As Trustee and not individually /s/ Richard H. Egdahl Richard H. Egdahl As Trustee and not individually /s/ Margaret B. W. Graham Margaret B. W. Graham As Trustee and not individually /s/ Stephen G. Kasnet Stephen G. Kasnet As Trustee and not individually /s/ John W. Kendrick John W. Kendrick As Trustee and not individually /s/ Marguerite A. Piret Marguerite A. Piret As Trustee and not individually /s/ David D. Tripple David D. Tripple As Trustee and not individually /s/ Stephen K. West Stephen K. West As Trustee and not individually /s/ John Winthrop John Winthrop As Trustee and not individually |
AMENDMENT TO THE AGREEMENT AND DECLARATION OF TRUST
OF
PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
The undersigned, being at least a majority of the Trustees of Pioneer Winthrop Real Estate Investment Fund, a Delaware business trust (the "Trust"), acting pursuant to Article IX, Section 8 of the Declaration of Trust dated March 10, 1995 (the "Declaration"), do hereby amend the Declaration as follows, such amendment to become effective September 1, 1995:
1. Section 1.1 of the Declaration is hereby deleted and replaced with the following:
Section 1.1 Name. The name of the Trust created hereby is "Pioneer Real Estate Shares" (the "Trust").
IN WITNESS WHEREOF, the undersigned being all the Trustees of the Trust have executed this instrument this 31st day of August, 1995.
/s/John F. Cogan, Jr. John F. Cogan, Jr. As Trustee and not individually /s/Richard H. Egdahl Richard H. Egdahl As Trustee and not individually /s/Margaret B. W. Graham Margaret B. W. Graham As Trustee and not individually /s/Stephen J. Kasnet Stephen J. Kasnet As Trustee and not individually /s/John W. Kendrick John W. Kendrick As Trustee and not individually /s/Marguerite A. Piret Marguerite A. Piret As Trustee and not individually /s/David D. Tripple David D. Tripple As Trustee and not individually /s/Stephen K. West Stephen K. West As Trustee and not individually /s/John Winthrop John Winthrop As Trustee and not individually |
MORRIS, NICHOLS, ARSHT & TUNNELL
1201 NORTH MARKET STREET
P.O. BOX 1347
WILMINGTON, DELAWARE 19899-1347
November 3, 1995
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 No. 5 to the
Pioneer Real Estate Shares
November 3, 1995
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:
Pioneer Real Estate Shares
November 3, 1995
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 80,772 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,
/s/MORRIS, NICHOLS, ARSHT & TUNNELL MORRIS, NICHOLS, ARSHT & TUNNELL |
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 21, 1995 and July 28, 1995 for Pioneer Real Estate Shares (formerly Pioneer Winthrop Real Estate Investment Fund) and to all references to our firm included in or made a part of Post-Effective Amendment No. 5 and Amendment No. 6 to registration statement File Nos. 33-65822 and 811-7870, respectively.
/s/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
November 3, 1995
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