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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-07379
Pioneer Real Estate Shares
(Exact name of registrant as specified in charter)
60 State Street, Boston, MA 02109
(Address of principal executive offices) (ZIP code)
Dorothy E. Bourassa, Pioneer Investment Management, Inc.,
60 State Street, Boston, MA 02109
(Name and address of agent for service)
Registrant's telephone number, including area code: (617) 742-7825
Date of fiscal year end: December 31
Date of reporting period: January 1, 2004 through December 31, 2004
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
item 1.REPORTS TO SHAREOWNERS.
PIONEER
-------
REAL
ESTATE
SHARES
ANNUAL
REPORT
12/31/04
[LOGO] PIONEER
Investments(R)
TABLE OF CONTENTS
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Letter to Shareowners 1
Portfolio Summary 2
Performance Update 3
Comparing Ongoing Fund Expenses 7
Portfolio Management Discussion 9
Schedule of Investments 12
Financial Statements 15
Notes to Financial Statements 23
Report of Independent Registered Public Accounting Firm 30
Summary of Special Shareholder Meeting 31
Trustees, Officers and Service Providers 33
Programs and Services for Pioneer Shareowners 40
Retirement Plans from Pioneer 42
The Pioneer Family of Funds 44
PIONEER REAL ESTATE SHARES
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LETTER TO SHAREOWNERS 12/31/04
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DEAR SHAREOWNER,
- --------------------------------------------------------------------------------
After three calendar quarters of listless performance, U.S. equity markets
improved strongly late in the year. Anxiety over energy prices, international
tensions and the falling American dollar had held the markets back, but
uneasiness about the presidential election was the principal source of investor
hesitation. The election went smoothly, the result was decisive, and the ensuing
rally pushed major indices into the black for the second year running. However,
returns trailed 2003's levels. Small capitalization companies outperformed
large-cap issues for the sixth consecutive year. Markets overseas were generally
buoyant: commodity-rich nations saw surging demand for copper, iron ore, lumber
and other materials, with much of their output destined to feed China's vast
economic appetite.
Bond investors focused on longer-term issues. Reflecting the risk preference
that favored small-cap stocks, high-yield bonds were the strongest performers,
while higher quality issues, including U.S. Treasury issues, scored more modest
gains. Municipal bond returns were generally favorable as well; economic growth
spurred rising tax revenues, putting many issuers into surplus for the first
time in years.
A measured pace of growth seems in store for the U.S. economy, which generated
2.2 million jobs after years of employment declines. By the end of September,
the economy had tallied 12 positive quarters, and the nation's annualized growth
rate stood at a respectable four percent. We believe this rate of expansion is
enough to sustain growth without provoking the Federal Reserve Board into
aggressive interest rate hikes aimed at calming inflation.
NEW INVESTMENT CHOICES
Pioneer Investment Management recently acquired twenty-two former Safeco mutual
funds. After merging some Safeco offerings into existing Pioneer funds with
similar goals and strategies, Pioneer now offers seven new products, including
municipal bond funds and funds focused on growth. The transaction underscores
Pioneer's growing presence in the ranks of major U.S. management firms and
significantly broadens the investment options available to you. A conversation
with your investment professional will help you understand how these new funds
may enhance your portfolio diversification and fit in with your long-range
goals.
Please consider a fund's investment objective, risks, charges and expenses
carefully before investing. The prospectus contains this and other information
about each fund and should be read carefully before you invest or send money. To
obtain a prospectus and for other information on any Pioneer fund, contact your
financial advisor, call 1-800-225-6292 or visit our web site at
www.pioneerfunds.com.
Respectfully,
/s/ Osbert M. Hood
Osbert M. Hood
President
Pioneer Investment Management, Inc.
ANY INFORMATION IN THIS SHAREHOLDER REPORT REGARDING MARKET OR ECONOMIC TRENDS
OR THE FACTORS INFLUENCING THE FUND'S HISTORICAL OR FUTURE PERFORMANCE ARE
STATEMENTS OF THE OPINION OF FUND MANAGEMENT AS OF THE DATE OF THIS REPORT.
THESE STATEMENTS SHOULD NOT BE RELIED UPON FOR ANY OTHER PURPOSES. PAST
PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, AND THERE IS NO GUARANTEE THAT
MARKET FORECASTS DISCUSSED WILL BE REALIZED.
1
PIONEER REAL ESTATE SHARES
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PORTFOLIO SUMMARY 12/31/04
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PORTFOLIO DIVERSIFICATION
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(As a percentage of total investment portfolio)
[THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.]
U.S. Common Stocks 95.6%
Temporary Cash Investments 4.4%
SECTOR DIVERSIFICATION
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)
[THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.]
Apartment 20.1%
Office 18.8%
Regional Mall 13.4%
Industrial 13.2%
Shopping Center 11.7%
Hotel 10.2%
Diversified 7.7%
Storage 4.0%
Manufactured Homes 0.4%
Health Care 0.4%
Cash & Cash Equivalents 0.1%
10 LARGEST HOLDINGS
- --------------------------------------------------------------------------------
(As a percentage of equity holdings)*
1. Simon DeBartolo Group, Inc. 6.62% 6. ProLogis Trust 4.15%
2. Boston Properties, Inc. 5.11 7. Archstone Communities Trust 4.05
3. AvalonBay Communities, Inc. 4.88 8. Liberty Property Trust 3.70
4. Equity Residential Property 4.42 9. Host Marriott Corp. 3.51
Trust
5. Catellus Development Corp. 4.18 10. Developers Diversifies 3.44
Realty Corp.
*This list excludes temporary cash and derivative instruments. Portfolio
holdings will vary for other periods.
2
PIONEER REAL ESTATE SHARES
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PERFORMANCE UPDATE 12/31/04 CLASS A SHARES
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SHARE PRICES AND DISTRIBUTIONS
- --------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE 12/31/04 12/31/03
$ 24.52 $ 19.55
NET
DISTRIBUTIONS PER SHARE INVESTMENT SHORT-TERM LONG-TERM
(1/1/04 - 12/31/04) INCOME CAPITAL GAINS CAPITAL GAINS
$ 0.4009 $ 0.2533 $ 1.0807
INVESTMENT RETURNS
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Real Estate Shares at public offering price, compared
to that of the Wilshire Real Estate Securities Index.
AVERAGE ANNUAL TOTAL RETURNS
(As of December 31, 2004)
NET ASSET PUBLIC OFFERING
PERIOD VALUE PRICE (POP)
10 Years 13.77% 13.08%
5 Years 21.02 19.60
1 Year 35.26 27.50
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
Pioneer Real Estate Wilshire Real Estate
Shares Securities Index
12/94 9425 10000
10570 11365
12/96 14423 25555
17270 18635
12/98 13855 15388
13203 14897
12/00 17072 19476
18347 21512
12/02 19009 22066
25334 30247
12/04 34267 40795
CALL 1-800-225-6292 OR VISIT WWW.PIONEERFUNDS.COM FOR THE MOST RECENT MONTH-END
PERFORMANCE RESULTS. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE
PERFORMANCE DATA QUOTED.
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE
OF FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND
SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.
POP RETURNS REFLECT DEDUCTION OF MAXIMUM 5.75% SALES CHARGE. ALL RESULTS ARE
HISTORICAL AND ASSUME THE REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS. OTHER
SHARE CLASSES ARE AVAILABLE FOR WHICH PERFORMANCE AND EXPENSES WILL DIFFER.
PERFORMANCE RESULTS REFLECT ANY APPLICABLE EXPENSE WAIVERS IN EFFECT DURING THE
PERIODS SHOWN. WITHOUT SUCH WAIVERS FUND PERFORMANCE WOULD BE LOWER. WAIVERS MAY
NOT BE IN EFFECT FOR ALL FUNDS. CERTAIN FEE WAIVERS ARE CONTRACTUAL THROUGH A
SPECIFIED PERIOD. OTHERWISE, FEE WAIVERS CAN BE RESCINDED AT ANY TIME. SEE THE
PROSPECTUS AND FINANCIAL STATEMENTS FOR MORE INFORMATION.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Index comparisons begin 10/31/93. The Wilshire Real Estate Securities Index is a
market-capitalization weighted measure of the performance of (equity and hybrid)
REITs and real estate operating companies, and its returns are calculated
monthly. 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 Index.
Real estate investments may be subject to special risks, including risks related
to general and local economic conditions, and risks related to an individual
property.
3
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 12/31/04 CLASS B SHARES
- --------------------------------------------------------------------------------
SHARE PRICES AND DISTRIBUTIONS
- --------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE 12/31/04 12/31/03
$ 24.32 $ 19.40
NET
DISTRIBUTIONS PER SHARE INVESTMENT SHORT-TERM LONG-TERM
(1/1/04 - 12/31/04) INCOME CAPITAL GAINS CAPITAL GAINS
$ 0.2229 $ 0.2533 $ 1.0807
INVESTMENT RETURNS
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Real Estate Shares, compared to that of the Wilshire
Real Estate Securities Index.
AVERAGE ANNUAL TOTAL RETURNS
(As of December 31, 2004)
IF IF
PERIOD HELD REDEEMED
Life-of-Fund
(1/31/96) 13.16% 13.16%
5 Years 20.08 20.08
1 Year 34.20 30.20
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
Pioneer Real Estate Wilshire Real Estate
Shares Securities Index
1/96 10,000 10,000
13,481 13,501
16,023 16,174
12/98 12,761 13,356
12,065 12,930
12/00 15,504 16,904
16,499 18,671
12/02 16,968 19,152
22,448 26,253
12/04 30,124 35,408
CALL 1-800-225-6292 OR VISIT WWW.PIONEERFUNDS.COM FOR THE MOST RECENT MONTH-END
PERFORMANCE RESULTS. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE
PERFORMANCE DATA QUOTED.
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE
OF FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND
SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.
"IF REDEEMED" RETURNS REFLECT THE DEDUCTION OF APPLICABLE CONTINGENT DEFERRED
SALES CHARGE (CDSC). EFFECTIVE DECEMBER 1, 2004, THE PERIOD DURING WHICH A CDSC
IS APPLIED TO WITHDRAWALS WAS SHORTENED TO 5 YEARS. THE MAXIMUM CDSC FOR CLASS B
SHARES CONTINUES TO BE 4%. FOR MORE COMPLETE INFORMATION, PLEASE SEE THE
PROSPECTUS FOR DETAILS. NOTE: SHARES PURCHASED PRIOR TO DECEMBER 1, 2004 REMAIN
SUBJECT TO THE CDSC IN EFFECT AT THE TIME YOU PURCHASED THOSE SHARES. FOR
PERFORMANCE INFORMATION FOR SHARES PURCHASED PRIOR TO DECEMBER 1, 2004, PLEASE
VISIT WWW.PIONEERFUNDS.COM/BSHARES.
ALL RESULTS ARE HISTORICAL AND ASSUME THE REINVESTMENT OF DIVIDENDS AND CAPITAL
GAINS. OTHER SHARE CLASSES ARE AVAILABLE FOR WHICH PERFORMANCE AND EXPENSES WILL
DIFFER.
PERFORMANCE RESULTS REFLECT ANY APPLICABLE EXPENSE WAIVERS IN EFFECT DURING THE
PERIODS SHOWN. WITHOUT SUCH WAIVERS FUND PERFORMANCE WOULD BE LOWER. WAIVERS MAY
NOT BE IN EFFECT FOR ALL FUNDS. CERTAIN FEE WAIVERS ARE CONTRACTUAL THROUGH A
SPECIFIED PERIOD. OTHERWISE, FEE WAIVERS CAN BE RESCINDED AT ANY TIME. SEE THE
PROSPECTUS AND FINANCIAL STATEMENTS FOR MORE INFORMATION.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Wilshire Real Estate Securities Index is a market capitalization-weighted
measure of the performance of (equity and hybrid) REITs and real estate
operating companies, and its returns are calculated monthly. 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 Index.
Real estate investments may be subject to special risks, including risks related
to general and local economic conditions, and risks related to an individual
property.
4
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 12/31/04 CLASS C SHARES
- --------------------------------------------------------------------------------
SHARE PRICES AND DISTRIBUTIONS
- --------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE 12/31/04 12/31/03
$ 24.35 $ 19.42
NET
DISTRIBUTIONS PER SHARE INVESTMENT SHORT-TERM LONG-TERM
(1/1/04 - 12/31/04) INCOME CAPITAL GAINS CAPITAL GAINS
$ 0.2332 $ 0.2533 $ 1.0807
INVESTMENT RETURNS
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Real Estate Shares, compared to that of the Wilshire
Real Estate Securities Index.
AVERAGE ANNUAL TOTAL RETURNS
(As of December 31, 2004)
IF IF
PERIOD HELD REDEEMED
Life-of-Fund
(1/31/96) 13.19% 13.19%
5 Years 20.13 20.13
1 Year 34.27 34.27
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
Pioneer Real Estate Wilshire Real Estate
Shares Securities Index
1/96 10,000 10,000
13,476 13,501
16,019 16,174
12/98 12,754 13,356
12,064 12,930
12/00 15,493 16,904
16,520 18,671
12/02 16,981 19,152
22,475 26,253
12/04 30,178 35,408
CALL 1-800-225-6292 OR VISIT WWW.PIONEERFUNDS.COM FOR THE MOST RECENT MONTH-END
PERFORMANCE RESULTS. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE
PERFORMANCE DATA QUOTED.
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE
OF FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND
SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.
CLASS C SHARES HELD FOR LESS THAN ONE YEAR ARE ALSO SUBJECT TO A 1% CONTINGENT
DEFERRED SALES CHARGE (CDSC). THE PERFORMANCE OF CLASS C SHARES DOES NOT REFLECT
THE 1% FRONT-END SALES CHARGE IN EFFECT PRIOR TO FEBRUARY 1, 2004. IF YOU PAID A
1% SALES CHARGE, YOUR RETURNS WOULD BE LOWER THAN THOSE SHOWN ABOVE. ALL RESULTS
ARE HISTORICAL AND ASSUME THE REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS. OTHER
SHARE CLASSES ARE AVAILABLE FOR WHICH PERFORMANCE AND EXPENSES WILL DIFFER.
PERFORMANCE RESULTS REFLECT ANY APPLICABLE EXPENSE WAIVERS IN EFFECT DURING THE
PERIODS SHOWN. WITHOUT SUCH WAIVERS FUND PERFORMANCE WOULD BE LOWER. WAIVERS MAY
NOT BE IN EFFECT FOR ALL FUNDS. CERTAIN FEE WAIVERS ARE CONTRACTUAL THROUGH A
SPECIFIED PERIOD. OTHERWISE, FEE WAIVERS CAN BE RESCINDED AT ANY TIME. SEE THE
PROSPECTUS AND FINANCIAL STATEMENTS FOR MORE INFORMATION.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
The Wilshire Real Estate Securities Index is a market capitalization-weighted
measure of the performance of (equity and hybrid) REITs and real estate
operating companies, and its returns are calculated monthly. 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 Index.
Real estate investments may be subject to special risks, including risks related
to general and local economic conditions, and risks related to an individual
property.
5
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
PERFORMANCE UPDATE 12/31/04 CLASS Y SHARES
- --------------------------------------------------------------------------------
SHARE PRICES AND DISTRIBUTIONS
- --------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE 12/31/04 12/31/03
$ 24.49 $ 19.53
NET
DISTRIBUTIONS PER SHARE INVESTMENT SHORT-TERM LONG-TERM
(1/1/04 - 12/31/04) INCOME CAPITAL GAINS CAPITAL GAINS
$ 0.5188 $ 0.2533 $ 1.0807
INVESTMENT RETURNS
- --------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Pioneer Real Estate Shares, compared to that of the Wilshire
Real Estate Securities Index.
AVERAGE ANNUAL TOTAL RETURNS
(As of December 31, 2004)
IF IF
PERIOD HELD REDEEMED
10 Years 14.25% 14.25%
5 Year 21.69 21.69
1 Year 35.97 35.97
[THE FOLLOWING TABLE WAS REPRESENTED BY A GRAPH IN THE PRINTED MATERIAL.]
Pioneer Real Estate Wilshire Real Estate
Shares Securities Index
12/94 10,000 10,000
11,211 11,365
12/96 15,298 15,555
18,317 18,635
12/98 14,808 15,388
14,202 14,897
12/00 18,461 19,476
19,938 21,512
12/02 20,778 22,066
27,875 30,247
12/04 37,901 40,795
CALL 1-800-225-6292 OR VISIT WWW.PIONEERFUNDS.COM FOR THE MOST RECENT MONTH-END
PERFORMANCE RESULTS. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE
PERFORMANCE DATA QUOTED.
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE
OF FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND
SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.
PERFORMANCE FOR PERIODS PRIOR TO THE INCEPTION OF CLASS Y SHARES REFLECTS THE
NAV PERFORMANCE OF THE FUND'S CLASS A SHARES. THE PERFORMANCE DOES NOT REFLECT
DIFFERENCES IN EXPENSES, INCLUDING THE RULE 12B-1 FEES APPLICABLE TO CLASS A
SHARES. SINCE FEES FOR CLASS A SHARES ARE GENERALLY HIGHER THAN THOSE OF CLASS Y
SHARES, THE PERFORMANCE SHOWN FOR Y SHARES PRIOR TO THEIR INCEPTION WOULD HAVE
BEEN HIGHER. CLASS A SHARES ARE USED AS A PROXY FROM 10/25/93 TO 4/9/98. CLASS Y
SHARES ARE NOT SUBJECT TO SALES CHARGES AND ARE AVAILABLE FOR LIMITED GROUPS OF
ELIGIBLE INVESTORS, INCLUDING INSTITUTIONAL INVESTORS. ALL RESULTS ARE
HISTORICAL AND ASSUME THE REINVESTMENT OF DIVIDENDS, AND CAPITAL GAINS. OTHER
SHARE CLASSES ARE AVAILABLE FOR WHICH PERFORMANCE AND EXPENSES WILL DIFFER.
PERFORMANCE RESULTS REFLECT ANY APPLICABLE EXPENSE WAIVERS IN EFFECT DURING THE
PERIODS SHOWN. WITHOUT SUCH WAIVERS FUND PERFORMANCE WOULD BE LOWER. WAIVERS MAY
NOT BE IN EFFECT FOR ALL FUNDS. CERTAIN FEE WAIVERS ARE CONTRACTUAL THROUGH A
SPECIFIED PERIOD. OTHERWISE, FEE WAIVERS CAN BE RESCINDED AT ANY TIME. SEE THE
PROSPECTUS AND FINANCIAL STATEMENTS FOR MORE INFORMATION.
The performance table and graph do not reflect the deduction of fees and taxes
that a shareowner would pay on Fund distributions or the redemption of Fund
shares.
Index comparisons begin 4/30/98. The Wilshire Real Estate Securities Index is a
market capitalization weighted measure of the performance of (equity and hybrid)
REITs and real estate operating companies, and its returns are calculated
monthly. 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 Index.
Real estate investments may be subject to special risks, including risks related
to general and local economic conditions, and risks related to an individual
property.
6
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
COMPARING ONGOING FUND EXPENSES
- --------------------------------------------------------------------------------
As a shareowner in the Fund, you incur two types of costs:
(1) ongoing costs, including management fees, distribution and/or service
(12b-1) fees, and other Fund expenses; and
(2) transaction costs, including sales charges (loads) on purchase payments.
This example is intended to help you understand your ongoing expenses (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The example is based on an investment
of $1,000 at the beginning of the Fund's latest six-month period and held
throughout the six months.
USING THE TABLES
ACTUAL EXPENSES
The first table below provides information about actual account values and
actual expenses. You may use the information in this table, together with the
amount you invested, to estimate the expenses that you paid over the period as
follows:
1. Divide your account value by $1,000
Example: an $8,600 account value / $1,000 = 8.6
2. Multiply the result in (1) above by the corresponding share class's number
in the third row under the heading entitled "Expenses Paid During Period"
to estimate the expenses you paid on your account during this period.
EXPENSES PAID ON A $1,000 INVESTMENT IN PIONEER REAL ESTATE SHARES
Based on actual returns from July 1, 2004 through December 31, 2004
SHARE CLASS A B C Y
- ---------------------------- ---------- ---------- ---------- ----------
Beginning Account Value $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00
On 7/1/04
Ending Account Value $ 1,157.19 $ 1,257.97 $ 1,258.15 $ 1,266.01
On 12/31/04
Expenses Paid During Period* $ 8.18 $ 13.18 $ 12.91 $ 5.61
* Expenses are equal to the Fund's annualized expense ratio of 1.51%, 2.32%,
2.27% and 0.99%, for Class A, Class B, Class C, and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 184/366 (to reflect the one-half year period).
7
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
COMPARING ONGOING FUND EXPENSES (CONTINUED)
- --------------------------------------------------------------------------------
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The table below provides information about hypothetical account values and
hypothetical expenses based on the Fund's actual expense ratio and an assumed
rate of return of 5% per year before expenses, which is not the Fund's actual
return. The hypothetical account values and expenses may not be used to estimate
the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example with the 5%
hypothetical examples that appear in the shareholder reports of the other funds.
PLEASE NOTE THAT THE EXPENSES SHOWN IN THE TABLES ARE MEANT TO HIGHLIGHT YOUR
ONGOING COSTS ONLY AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES
CHARGES (LOADS). THEREFORE, THE TABLE BELOW IS USEFUL IN COMPARING ONGOING COSTS
ONLY AND WILL NOT HELP YOU DETERMINE THE RELATIVE TOTAL COSTS OF OWNING
DIFFERENT FUNDS. IN ADDITION, IF THESE TRANSACTION COSTS WERE INCLUDED, YOUR
COSTS WOULD HAVE BEEN HIGHER.
EXPENSES PAID ON A $1,000 INVESTMENT IN PIONEER REAL ESTATE SHARES
Based on a hypothetical 5% per year return before expenses, reflecting the
period from July 1, 2004 through December 31, 2004
SHARE CLASS A B C Y
- ---------------------------- ---------- ---------- ---------- ----------
Beginning Account Value $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 1,000.00
On 7/1/04
Ending Account Value $ 1,017.29 $ 1,013.22 $ 1,013.37 $ 1,020.06
On 12/31/04
Expenses Paid During Period* $ 7.65 $ 11.75 $ 11.51 $ 5.00
* Expenses are equal to the Fund's annualized expense ratio of 1.51%, 2.32%,
2.27% and 0.99%, for Class A, Class B, Class C, and Class Y shares,
respectively, multiplied by the average account value over the period,
multiplied by 184/366 (to reflect the one-half year period).
8
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 12/31/04
- --------------------------------------------------------------------------------
For the fifth year in a row, real estate stocks achieved positive returns and
outperformed the broader market indices. Performance by property type was
universally strong. As Matthew Troxell of AEW Capital Management, L.P. (the
Fund's subadvisor) explains in the following interview, it will fall to astute
stock selection to identify the real estate investments most likely to continue
this momentum into the New Year after such a rewarding multi-year rally.
Q: WHAT CONTRIBUTED TO SUCH FAVORABLE RETURNS IN THE REAL ESTATE MARKET?
A: We think three factors contributed to the success of real estate in 2004.
First, real estate investments have taken on greater appeal as the sector
has matured over the last 20 years. Improved transparency and corporate
reporting are helping investors follow this market with greater ease.
Secondly, following the implosion of technology stocks in the late 1990s,
investors gained a renewed understanding of the benefits of diversification
to reduce risk. Real estate stocks as an asset class benefited from the
increased demand. Finally, given the historically low interest rates we've
seen in recent years, income-seeking baby boomers and retirees have turned
to the real estate market in increasing numbers as its ability to generate
income and modest growth over time have become more widely understood.
Q: HOW DID THE FUND PERFORM DURING FISCAL 2004?
A: For the 12 months ended December 31, 2004, the Fund's Class A shares rose
35.26%, at net asset value. The Fund's performance slightly surpassed the
Wilshire Real Estate Securities Index, which increased 34.81% for the same
period. The Fund's performance also surpassed the 32.05% average return of
the 212 real estate funds tracked by Lipper Inc. (Lipper Inc. is an
independent firm that measures mutual fund performance.)
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO
GUARANTEE OF FUTURE RESULTS. Investment return and principal value will
fluctuate, and shares, when redeemed, may be worth more or less than their
original cost.
Q: WHAT INVESTMENTS CONTRIBUTED TO PERFORMANCE?
A: Due to effective securities selection, the Fund's investments in regional
mall, office, apartment and hotel investments were
9
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT DISCUSSION 12/31/04 (CONTINUED)
- --------------------------------------------------------------------------------
particularly rewarding. Strong operating fundamentals at the property level
and healthy consumer spending patterns boosted returns of regional mall
real estate investment trusts (REITs). One of the Fund's largest holdings,
Simon DeBartolo Group, performed strongly in the last quarter of the fiscal
year. As we mentioned in our last report, that REIT announced the
acquisition of Chelsea property Group (also held by the Fund) during the
first half of the fiscal year. Initially, investors reacted negatively. But
we viewed the proposed merger very positively because we thought Chelsea
Property Group, which owns factory outlet shopping centers in Japan as well
as in the United States, would add international diversity and a new avenue
of growth to Simon. Each company's board of directors and Chelsea's
shareholders approved the definitive merger agreement, and the company's
stock rallied nicely.
While the outlook for the office sector is improving as a result of
positive job growth, it takes longer for the improvements to manifest
themselves at the property owner level. (Tenants must first use their
existing empty space before seeking new office space.) While we remain
cautiously optimistic about this sector, Boston Properties exemplifies the
kind of resilient, well-managed office REITs that has weathered the office
downturn better than many of its counterparts. Boston Properties holds a
portfolio of high-quality buildings concentrated in four markets with high
barriers to entry - San Francisco, Boston, Midtown Manhattan and Washington
D.C. This office REIT returned 42.5% for 2004, well ahead of the index
(34.81%).
A sector of the real estate market that recovered well in 2004 was
apartments. AvalonBay Communities, which we'd chosen to emphasize for much
of the year, was one of the Fund's best performing stocks for this
reporting period. Like the office sector, multi-family housing is
benefiting from positive job growth, which helps increase demand for
apartments. In addition, job growth is favorable for household formations,
especially young adults renting for the first time. Finally, we're seeing
tremendous demand for the conversion of apartments to condominiums in a
number of markets, including southeast Florida and southern California,
where the price of owning a home is prohibitive for many people. In sum,
increased demand is improving fundamentals while condo conversion demand
provides support for asset prices - an ideal scenario that creates a
natural price support.
10
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
Lastly, in the lodging sector, our selection of hotels did well, but it
was the presence of Starwood Hotels and Resorts that dramatically impacted
performance with its 64.7% return for 2004. That hotel, like many in its
universe, saw great improvement in occupancy rates -- resulting in a
greater number of rooms being rented in 2004 than 2003. Much of the
improvement was due to the ability of management to increase room rates,
which is a more powerful driver of profitability than occupancy rates. The
degree to which hotels were able to raise room rates was a surprising and
welcome development in what came to be a very rewarding year.
Q: ANY STOCKS PROVE TO BE DISAPPOINTING?
A: The fundamentals for all property types improved during 2004, including
industrial stocks. However, despite their positive performance, the sector
proved to be a detractor for performance relatively speaking, since the
group underperformed the index. Given their returns, our decision to carry
a slightly greater-than-benchmark weighting didn't help. The Fund's
investments in Liberty Property Trust, an office and industrial REIT,
lagged the market. Investors became worried about the delay in construction
due to management's decision to find an anchor tenant before building a new
office tower in downtown Philadelphia. When Comcast signed on as a tenant,
the stock began to recover. We remain confident that the management at
Liberty has a good understanding of their business and retains strong
assets.
Q: WHAT IS YOUR OUTLOOK?
A: With the underlying fundamentals improving, real estate stocks appear
poised to continue strengthening. However, after such impressive
performance during the past five years, we would not be surprised to see a
moderating of performance returns in 2005. As the proverbial tide lifts all
boats, blurring the line between losers and winners, we expect to take a
more cautious approach knowing that astute securities selection will be
even more important in the new fiscal year.
ANY INFORMATION IN THIS SHAREHOLDER REPORT REGARDING MARKET OR ECONOMIC
TRENDS OR THE FACTORS INFLUENCING THE FUND'S HISTORICAL OR FUTURE
PERFORMANCE ARE STATEMENTS OF THE OPINION OF FUND MANAGEMENT AS OF THE DATE
OF THIS REPORT. THESE STATEMENTS SHOULD NOT BE RELIED UPON FOR ANY OTHER
PURPOSES. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, AND THERE IS
NO GUARANTEE THAT MARKET FORECASTS DISCUSSED WILL BE REALIZED.
11
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 12/31/04
- --------------------------------------------------------------------------------
SHARES VALUE
COMMON STOCKS - 96.9%
HOTELS, RESTAURANTS & LEISURE - 5.5%
HOTELS, RESORTS & CRUISE LINES - 5.5%
160,000 Hilton Hotels Corp. $ 3,638,400
93,000 Starwood Hotels & Resorts 5,431,200
-------------
$ 9,069,600
-------------
TOTAL HOTELS, RESTAURANTS & LEISURE $ 9,069,600
-------------
DIVERSIFIED FINANCIALS - 3.2%
DIVERSIFIED FINANCIAL SERVICES - 3.2%
141,200 Brookfield Properties Corp. (b) $ 5,280,880
-------------
TOTAL DIVERSIFIED FINANCIALS $ 5,280,880
-------------
REAL ESTATE - 88.2%
REAL ESTATE MANAGEMENT & DEVELOPMENT - 4.5%
217,000 Catellus Development Corp. $ 6,640,200
45,500 Kite Realty Group Trust 695,240
-------------
$ 7,335,440
-------------
REAL ESTATE INVESTMENT TRUSTS - 83.7%
73,400 AMB Property Corp. $ 2,964,626
62,000 Apartment Investment & Management Co. 2,389,480
168,000 Archstone Communities Trust 6,434,400
70,000 Arden Realty Group, Inc. 2,640,400
103,000 AvalonBay Communities, Inc. 7,755,900
31,500 BioMed Property Trust, Inc. 699,615
125,600 Boston Properties, Inc. 8,122,552
73,500 Camden Property Trust 3,748,500
10,400 Capital Automotive Trust 369,460
31,000 Carramerica Realty Corp. 1,023,000
34,000 Corporate Office Properties 997,900
123,000 Developers Diversifies Realty Corp. 5,457,510
93,000 Duke Realty Investments, Inc. 3,175,020
18,000 Equity Lifestyle Properties, Inc. 643,500
140,000 Equity Office Properties Trust 4,076,800
194,000 Equity Residential Property Trust 7,018,920
20,500 First Potomac Realty Trust 467,400
63,000 Federal Realty Investment Trust 3,253,950
122,500 General Growth Properties, Inc. 4,429,600
15,000 Healthcare Realty Trust, Inc. 610,500
84,000 Highwoods Properties, Inc. 2,326,800
12 The accompanying notes are an integral part of these financial statements.
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
SHARES VALUE
REAL ESTATE INVESTMENT TRUSTS (CONTINUED)
23,000 Hospitality Properties Trust $ 1,058,000
322,000 Host Marriott Corp. 5,570,600
42,500 iStar Financial, Inc. 1,923,550
12,000 Kilroy Realty Corp. 513,000
22,200 Kimco Realty Corp. 1,287,378
136,000 Liberty Property Trust 5,875,200
44,622 Pan Pacific Retail Properties, Inc. 2,797,799
70,000 Prentiss Properties Trust 2,674,000
152,000 ProLogis Trust 6,586,160
41,500 PS Business Parks, Inc. 1,871,650
74,500 Public Storage, Inc. 4,153,375
90,500 Regency Centers Corp. 5,013,700
51,000 Shurgard Storage Centers, Inc. 2,244,510
162,600 Simon DeBartolo Group, Inc. 10,515,342
18,100 Spirit Finance Corp. * (b) 228,965
40,500 Strategic Hotel Capital, Inc. 668,250
104,100 Taubman Centers, Inc. 3,117,795
51,000 The Macerich Co. 3,202,800
115,900 Trizec Properties, Inc. 2,192,828
92,500 United Dominion Realty Trust 2,294,000
63,000 Vornado Realty Trust (b) 4,796,190
-------------
$ 137,190,925
-------------
TOTAL REAL ESTATE $ 144,526,365
-------------
TOTAL COMMON STOCKS
(Cost $105,626,469) $ 158,876,845
-------------
The accompanying notes are an integral part of these financial statements. 13
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS 12/31/04 (CONTINUED)
- --------------------------------------------------------------------------------
PRINCIPAL
AMOUNT VALUE
TEMPORARY CASH INVESTMENTS - 4.5%
REPURCHASE AGREEMENT - 2.8%
$ 4,600,000 UBS Warburg, Inc., 1.00%, dated 12/31/04,
repurchase price of $4,600,000 plus accrued
interest on 1/3/05 collateralized by $4,375,000
U.S. Treasury Note, 6.5%, 10/15/06 $ 4,600,000
-------------
SHARES
SECURITY LENDING COLLATERAL - 1.7%
2,732,470 Securities Lending Investment Fund, 2.18% $ 2,732,470
-------------
TOTAL TEMPORARY CASH INVESTMENTS
(Cost $7,332,470) $ 7,332,470
-------------
TOTAL INVESTMENTS IN SECURITIES - 101.4%
(Cost $112,958,939)(a) $ 166,209,315
-------------
OTHER ASSETS AND LIABILITIES - (1.4)% $ (2,330,704)
-------------
TOTAL NET ASSETS - 100.0% $ 163,878,611
=============
* Non-income producing security
(a) At December 31, 2004, the net unrealized gain on investments based on cost
for federal income tax purposes of $113,868,257 was as follows:
Aggregate gross unrealized gain for all investments in
which there is an excess of value over tax cost $ 52,519,961
Aggregate gross unrealized loss for all investments in
which there is an excess of tax cost over value (178,903)
-------------
Net unrealized gain $ 52,341,058
=============
(b) At December 31, 2004, the following securities were out on loan:
MARKET
SHARES SECURITY VALUE
------ ---------------------------------------------------- -------------
63,700 Brookfield Properties Corp. $ 2,382,380
17,140 Spirit Finance Corp.* 216,821
325 Vornado Realty Trust 24,742
-------------
TOTAL $ 2,623,943
=============
Purchases and sales of securities (excluding temporary cash investments)
for the year ended December 31, 2004 aggregated $58,402,809 and
$43,405,832, respectively.
14 The accompanying notes are an integral part of these financial statements.
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES 12/31/04
- --------------------------------------------------------------------------------
ASSETS:
Investment in securities (including securities loaned of
$2,623,943) (cost $112,958,939) $ 166,209,315
Cash 67,598
Receivables -
Fund shares sold 557,776
Dividends, interest and foreign taxes withheld 929,988
Other 5,399
-------------
Total assets $ 167,770,076
-------------
LIABILITIES:
Payables -
Investment securities purchased $ 611,694
Fund shares repurchased 228,151
Upon return of securities loaned 2,732,470
Due to affiliates 217,964
Accrued expenses 101,186
-------------
Total liabilities $ 3,891,465
-------------
NET ASSETS:
Paid-in capital $ 111,091,706
Undistributed net investment income 445,847
Accumulated net realized loss on investments (909,318)
Net unrealized gain on investments 53,250,376
-------------
Total net assets $ 163,878,611
=============
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $94,198,463/3,841,064 shares) $ 24.52
=============
Class B (based on $39,833,043/1,637,835 shares) $ 24.32
=============
Class C (based on $20,675,361/849,083 shares) $ 24.35
=============
Class Y (based on $9,171,744/374,460 shares) $ 24.49
=============
MAXIMUM OFFERING PRICE:
Class A ($24.52 / 94.25%) $ 26.02
=============
The accompanying notes are an integral part of these financial statements. 15
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
FOR THE YEAR ENDED 12/31/04
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld of $5,822) $ 4,346,274
Interest 52,545
Income from securities loaned, net 3,560
-----------
Total investment income $ 4,402,379
------------
EXPENSES:
Management fees $ 1,039,235
Transfer agent fees and expenses
Class A 212,348
Class B 134,145
Class C 56,840
Class Y 247
Distribution fees
Class A 175,657
Class B 365,791
Class C 172,062
Administrative reimbursements 25,279
Custodian fees 28,142
Registration fees 82,895
Professional fees 103,340
Printing expense 23,796
Fees and expenses of nonaffiliated trustees 3,927
Miscellaneous 5,572
-----------
Total expenses $ 2,429,276
------------
Less fees paid indirectly (2,517)
------------
Net expenses $ 2,426,759
------------
Net investment income $ 1,975,620
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments $ 11,634,942
Change in net unrealized gain on investments 26,245,811
------------
Net gain on investments $ 37,880,753
------------
Net increase in net assets resulting from operations $ 39,856,373
============
16 The accompanying notes are an integral part of these financial statements.
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
FOR THE YEARS ENDED 12/31/04 AND 12/31/03
YEAR ENDED YEAR ENDED
12/31/04 12/31/03
FROM OPERATIONS:
Net investment income $ 1,975,620 $ 3,308,535
Net realized gain on investments 11,634,942 2,065,947
Change in net unrealized gain on investments 26,245,811 21,707,312
------------- -------------
Net increase in net assets resulting from operations $ 39,856,373 $ 27,081,794
------------- -------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.40 and $0.73 per share, respectively) $ (1,319,119) $ (2,136,644)
Class B ($0.22 and $0.58 per share, respectively) (417,097) (1,045,629)
Class C ($0.23 and $0.61 per share, respectively) (95,750) (381,771)
Class Y ($0.52 and $0.83 per share, respectively) (144,389) (204,310)
Net realized gain:
Class A ($1.34 and $0.00 per share, respectively) $ (4,710,452) $ --
Class B ($1.34 and $0.00 per share, respectively) (2,109,461) --
Class C ($1.34 and $0.00 per share, respectively) (1,075,722) --
Class Y ($1.34 and $0.00 per share, respectively) (425,102) --
------------- -------------
Total distributions to shareowners $ (10,397,092) $ (3,768,354)
------------- -------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 61,331,263 $ 51,343,766
Reinvestment of distributions 9,054,579 3,219,823
Cost of shares repurchased (54,417,178) (43,551,199)
------------- -------------
Net increase in net assets resulting from
Fund share transactions $ 15,968,664 $ 11,012,390
------------- -------------
Net increase in net assets $ 45,427,945 $ 34,325,830
NET ASSETS:
Beginning of year 118,450,666 84,124,836
------------- -------------
End of year (including undistributed net investment
income of $445,847 and $243,778, respectively) $ 163,878,611 $ 118,450,666
============= =============
The accompanying notes are an integral part of these financial statements. 17
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
- --------------------------------------------------------------------------------
FOR THE YEARS ENDED 12/31/04 AND 12/31/03
'04 SHARES '04 AMOUNT '03 SHARES '03 AMOUNT
CLASS A
Shares sold 1,657,338 $ 35,581,231 1,558,174 $ 26,765,266
Reinvestment of distributions 241,199 5,471,749 111,803 1,941,045
Less shares repurchased (1,200,397) (24,862,587) (1,462,481) (24,457,271)
---------- ------------- ---------- -------------
Net increase 698,140 $ 16,190,393 207,496 $ 4,249,040
========== ============= ========== =============
CLASS B
Shares sold 656,972 $ 13,894,429 832,016 $ 14,474,777
Reinvestment of distributions 94,700 2,127,268 47,633 822,408
Less shares repurchased (1,038,302) (21,196,977) (808,671) (13,512,675)
---------- ------------- ---------- -------------
Net increase (decrease) (286,630) $ (5,175,280) 70,978 $ 1,784,510
========== ============= ========== =============
CLASS C
Shares sold 420,763 $ 8,861,166 559,503 $ 9,703,420
Reinvestment of distributions 46,099 1,038,534 16,894 296,428
Less shares repurchased (373,849) (7,732,176) (309,049) (5,275,979)
---------- ------------- ---------- -------------
Net increase 93,013 $ 2,167,524 267,348 $ 4,723,869
========== ============= ========== =============
CLASS Y
Shares sold 131,276 $ 2,994,437 23,449 $ 400,303
Reinvestment of distributions 18,292 417,028 9,254 159,942
Less shares repurchased (30,308) (625,438) (17,963) (305,274)
---------- ------------- ---------- -------------
Net increase 119,260 $ 2,786,027 14,740 $ 254,971
========== ============= ========== =============
18 The accompanying notes are an integral part of these financial statements.
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
CLASS A 12/31/04 (b) 12/31/03 12/31/02 12/31/01 12/31/00
Net asset value, beginning of period $ 19.55 $ 15.30 $ 15.38 $ 15.04 $ 12.18
-------- -------- -------- -------- --------
Increase from investment operations:
Net investment income 0.39 0.65 0.57 0.38 0.64
Net realized and unrealized gain on investments 6.31 4.33 0.00(a) 0.70 2.86
-------- -------- -------- -------- --------
Net increase from investment operations $ 6.70 $ 4.98 $ 0.57 $ 1.08 $ 3.50
Distributions to shareowners:
Net investment income (0.40) (0.73) (0.65) (0.74) (0.50)
Net realized gain (1.33) -- -- -- --
Tax return of capital -- -- -- -- (0.14)
-------- -------- -------- -------- --------
Net increase (decrease) in net asset value $ 4.97 $ 4.25 $ (0.08) $ 0.34 $ 2.86
-------- -------- -------- -------- --------
Net asset value, end of period $ 24.52 $ 19.55 $ 15.30 $ 15.38 $ 15.04
======== ======== ======== ======== ========
Total return* 35.26% 33.27% 3.58% 7.47% 29.31%
Ratio of net expenses to average net assets+ 1.56% 1.68% 1.67% 1.58% 1.65%
Ratio of net investment income to average net assets+ 1.85% 3.81% 3.70% 4.31% 4.56%
Portfolio turnover rate 34% 36% 39% 37% 25%
Net assets, end of period (in thousands) $ 94,198 $ 61,455 $ 44,904 $ 39,263 $ 43,129
Ratios with reductions for fees paid indirectly:
Net expenses 1.56% 1.68% 1.67% 1.58% 1.65%
Net investment income 1.85% 3.81% 3.70% 4.31% 4.56%
Ratios with waiver of management fees and reduction for fees
paid indirectly:
Net expenses 1.56% 1.68% 1.67% 1.57% 1.63%
Net investment income 1.85% 3.81% 3.70% 4.32% 4.58%
(a) Amount rounds to less than one cent per share.
(b) Effective 5/31/04 AEW Management and Advisors, L.P. became sub-advisor to
the Fund.
* 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.
+ Ratio with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 19
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
CLASS B 12/31/04 (b) 12/31/03 12/31/02 12/31/01 12/31/00
Net asset value, beginning of period $ 19.40 $ 15.17 $ 15.25 $ 14.94 $ 12.11
-------- -------- -------- -------- --------
Increase from investment operations:
Net investment income $ 0.19 $ 0.51 $ 0.43 $ 0.54 $ 0.52
Net realized and unrealized gain on investments 6.28 4.30 0.02 0.39 2.87
-------- -------- -------- -------- --------
Net increase from investment operations $ 6.47 $ 4.81 $ 0.45 $ 0.93 $ 3.39
Distributions to shareowners:
Net investment income (0.22) (0.58) (0.53) (0.62) (0.43)
Net realized gain (1.33) -- -- -- --
Tax return of capital -- -- -- -- (0.13)
-------- -------- -------- -------- --------
Net increase (decrease) in net asset value $ 4.92 $ 4.23 $ (0.08) $ 0.31 $ 2.83
-------- -------- -------- -------- --------
Net asset value, end of period $ 24.32 $ 19.40 $ 15.17 $ 15.25 $ 14.94
======== ======== ======== ======== ========
Total return* 34.20% 32.30% 2.84% 6.42% 28.50%
Ratio of net expenses to average net assets+ 2.37% 2.50% 2.40% 2.36% 2.39%
Ratio of net investment income to average net assets+ 0.96% 2.98% 2.90% 3.50% 3.82%
Portfolio turnover rate 34% 36% 39% 37% 25%
Net assets, end of period (in thousands) $ 39,833 $ 37,325 $ 28,121 $ 30,699 $ 35,848
Ratios with reduction for fees paid indirectly:
Net expenses 2.37% 2.50% 2.40% 2.36% 2.39%
Net investment income 0.96% 2.98% 2.90% 3.50% 3.82%
Ratios with waiver of management fees and reduction for fees
paid indirectly:
Net expenses 2.37% 2.50% 2.40% 2.36% 2.38%
Net investment income 0.96% 2.98% 2.90% 3.50% 3.83%
* 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.
(b) Effective 5/31/04 AEW Management and Advisors, L.P. became sub-advisor to
the Fund.
+ Ratio with no reduction for fees paid indirectly.
20 The accompanying notes are an integral part of these financial statements.
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
CLASS C 12/31/04 (b) 12/31/03 12/31/02 12/31/01 12/31/00
Net asset value, beginning of period $ 19.42 $ 15.20 $ 15.28 $ 14.96 $ 12.12
-------- -------- -------- -------- --------
Increase from investment operations:
Net investment income $ 0.20 $ 0.52 $ 0.44 $ 0.55 $ 0.51
Net realized and unrealized gain on investments 6.29 4.31 0.00(a) 0.41 2.87
-------- -------- -------- -------- --------
Net increase from investment operations $ 6.49 $ 4.83 $ 0.44 $ 0.96 $ 3.38
Distributions to shareowners:
Net investment income (0.23) (0.61) (0.52) (0.64) (0.42)
Net realized gain (1.33) -- -- -- --
Tax return of capital -- -- -- -- (0.12)
-------- -------- -------- -------- --------
Net increase (decrease) in net asset value $ 4.93 $ 4.22 $ (0.08) $ 0.32 $ 2.84
-------- -------- -------- -------- --------
Net asset value, end of period $ 24.35 $ 19.42 $ 15.20 $ 15.28 $ 14.96
======== ======== ======== ======== ========
Total return* 34.27% 32.35% 2.79% 6.63% 28.42%
Ratio of net expenses to average net assets+ 2.34% 2.39% 2.46% 2.28% 2.40%
Ratio of net investment income to average net assets+ 1.02% 3.20% 2.95% 3.57% 3.78%
Portfolio turnover rate 34% 36% 39% 37% 25%
Net assets, end of period (in thousands) $ 20,675 $ 14,686 $ 7,429 $ 6,136 $ 6,276
Ratios with reduction for fees paid indirectly:
Net expenses 2.34% 2.39% 2.46% 2.28% 2.40%
Net investment income 1.02% 3.20% 2.95% 3.57% 3.78%
Ratios with waiver of management fees and reduction for fees
paid indirectly:
Net expenses 2.34% 2.39% 2.46% 2.27% 2.38%
Net investment income 1.02% 3.20% 2.95% 3.58% 3.80%
(a) Amount rounds to less than one cent per share.
(b) Effective 5/31/04 AEW Management and Advisors, L.P. became sub-advisor to
the Fund.
* 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.
+ Ratio with no reduction for fees paid indirectly.
The accompanying notes are an integral part of these financial statements. 21
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
CLASS Y 12/31/04 (b) 12/31/03 12/31/02 12/31/01 12/31/00
Net asset value, beginning of period $ 19.53 $ 15.27 $ 15.35 $ 15.01 $ 12.16
------- ------- ------- ------- -------
Increase from investment operations:
Net investment income $ 0.50 $ 0.76 $ 0.66 $ 0.63 $ 0.72
Net realized and unrealized gain on investments 6.31 4.33 0.00(a) 0.52 2.84
------- ------- ------- ------- -------
Net increase from investment operations $ 6.81 $ 5.09 $ 0.66 $ 1.15 $ 3.56
Distributions to shareowners:
Net investment income (0.52) (0.83) (0.74) (0.81) (0.55)
Net realized gain (1.33) -- -- -- --
Tax return of capital -- -- -- -- (0.16)
------- ------- ------- ------- -------
Net increase (decrease) in net asset value $ 4.96 $ 4.26 $ (0.08) $ 0.34 $ 2.85
------- ------- ------- ------- -------
Net asset value, end of period $ 24.49 $ 19.53 $ 15.27 $ 15.35 $ 15.01
======= ======= ======= ======= =======
Total return* 35.97% 34.16% 4.21% 8.00% 29.99%
Ratio of net expenses to average net assets+ 1.01% 1.05% 1.10% 1.12% 1.02%
Ratio of net investment income to average net assets+ 2.47% 4.47% 4.39% 4.36% 5.16%
Portfolio turnover rate 34% 36% 39% 37% 25%
Net assets, end of period (in thousands) $ 9,172 $ 4,984 $ 3,671 $ 2,349 $ 1,196
Ratios with reduction for fees paid indirectly:
Net expenses 1.01% 1.05% 1.10% 1.12% 1.02%
Net investment income 2.47% 4.47% 4.39% 4.36% 5.16%
Ratios with waiver of management fees and reduction for fees
paid indirectly:
Net expenses 1.01% 1.05% 1.10% 1.11% 1.02%
Net investment income 2.47% 4.47% 4.39% 4.37% 5.16%
(a) Amount rounds to less than one cent per share.
(b) Effective 5/31/04 AEW Management and Advisors, L.P. became sub-advisor to
the Fund.
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions, and the complete redemption of
the investment at net asset value at each end of each period.
+ Ratio with no reduction for fees paid indirectly.
22 The accompanying notes are an integral part of these financial statements.
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 12/31/04
- --------------------------------------------------------------------------------
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Pioneer Real Estate Shares (the Fund) is a Delaware statutory 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 offers four classes of shares - Class A, Class B, Class C, and Class Y
shares. Each class of shares represents an interest in the same portfolio of
investments of the Fund and has equal rights to voting, redemptions, dividends
and liquidation, except that each class of shares can bear different transfer
agent and distribution fees and have exclusive voting rights with respect to the
distribution plans that have been adopted by Class A, Class B and Class C
shareowners, respectively. There is no distribution plan for Class Y shares.
The Fund's financial statements have been prepared in conformity with U.S.
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
income, expenses and gains and losses on investments during the reporting year.
Actual results could differ from those estimates. The following is a summary of
significant accounting policies followed by the Fund in the preparation of its
financial statements, which are consistent with those policies generally
accepted in the investment company industry.
A. SECURITY VALUATION
Security transactions are recorded on trade date. The net asset value of
the Fund is computed once daily, on each day the New York Stock Exchange
(NYSE) is open, as of the close of regular trading on the NYSE. In
computing the net asset value, 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. Trading in foreign securities is
substantially completed
23
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 12/31/04 (CONTINUED)
- --------------------------------------------------------------------------------
each day at various times prior to the close of the NYSE. The values of
such securities used in computing the net asset value of the Fund's shares
are determined as of such times. The Fund also may use the fair value of a
security, including a non-U.S. security, when the closing market price on
the principal exchange where the security is traded no longer reflects the
value of the security. At December 31, 2004 there were no securities fair
valued. Dividend income is recorded on the ex-dividend date, except that
certain dividends from foreign securities where the ex-dividend date may
have passed are recorded as soon as the Fund becomes aware of the
ex-dividend data in the exercise of reasonable diligence. Interest income
is recorded on the accrual basis. Temporary cash investments are valued at
amortized cost.
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 of
their borrowers or tenants. REITs depend generally on their ability to
generate cash flow to make distributions to share-owners, 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 on sales of investments are calculated on the identified
cost method for both financial reporting and federal income tax purposes.
B. FEDERAL INCOME TAXES
It is the Fund's policy 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
shareowners. Therefore, no federal income tax provision is required.
The amounts and characterizations of distributions to shareowners for
financial reporting purposes are determined in accordance with federal
income tax rules. Therefore, the sources of the Fund's distributions
24
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
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 also 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 tax character of distributions paid during the years ended December 31,
2004 and 2003 were as follows:
2004 2003
------------ -----------
DISTRIBUTIONS PAID FROM:
Ordinary income* $ 3,660,098 $ 3,768,354
Long-term capital gain 6,736,994 --
------------ -----------
$ 10,397,092 $ 3,768,354
============ ===========
Return of capital -- --
------------ -----------
Total $ 10,397,092 $ 3,768,354
============ ===========
* Included in the Fund's distributions from 2004 ordinary income is $360,268
in excess of investment company taxable income, which, in accordance with
applicable U.S. tax law, is taxable to share-owners as ordinary income
distributions.
The following shows the components of distributable earnings on a federal
income tax basis at December 31, 2004.
2004
------------
Other Temporary Differences $ 445,847
Unrealized appreciation 52,341,058
------------
Total $ 52,786,905
============
25
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 12/31/04 (CONTINUED)
- --------------------------------------------------------------------------------
The difference between book basis and tax-basis unrealized appreciation is
primarily attributable to the tax deferral of losses on wash sales.
At December 31, 2004, the Fund has reclassified $26,070 to decrease net
accumulated realized loss on investments, $302,804 to increase
undistributed net investment income and $328,874 to decrease paid in
capital. The reclassification has no impact on the net assets of the Fund
and presents the Fund's capital accounts on a tax basis.
C. FUND SHARES
The Fund records sales and repurchases of its shares on trade date. Pioneer
Funds Distributor, Inc. (PFD), the principal underwriter for the Fund and a
wholly owned indirect subsidiary of UniCredito Italiano S.p.A. (UniCredito
Italiano). PFD earned $126,649 in underwriting commissions on the sale of
Class A shares during the year ended December 31, 2004.
D. CLASS ALLOCATIONS
Distribution fees are calculated based on the average daily net asset value
attributable to Class A, Class B and Class C shares of the Fund,
respectively. Class Y shares are not subject to a distribution plan (see
Note 4). Shareowners of each class share all expenses and fees paid to the
transfer agent, Pioneer Investment Management Shareholder Services, Inc.
(PIMSS), for its services, which are allocated based on the number of
accounts in each class and the ratable allocation of related out-of-pocket
expenses (see Note 3). Income, common expenses and realized and unrealized
gains and losses are calculated at the Fund level and allocated daily to
all classes of shares based on their respective percentage of adjusted net
assets at the beginning of the day.
Distributions to shareowners are recorded as of the ex-dividend date.
Distributions paid by the Fund with respect to each class of shares are
calculated in the same manner, at the same time, and in the same amount,
except that Class A, Class B, Class C and Class Y can bear different
transfer agent and distribution fees.
26
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
E. SECURITIES LENDING
The Fund lends securities in its Portfolio to certain broker-dealers or
other institutional investors, with the Fund's custodian acting as the
lending agent. When entering into a loan, the Fund receives collateral,
which is maintained by the custodian and earns income in the form of
negotiated lenders' fees. The Fund also continues to receive interest or
payments in lieu of dividends on the securities loaned. Gain or loss on the
fair value of the loaned securities that may occur during the term of the
loan will be for the account of the Fund. The loans are secured by
collateral of at least 102%, at all times, of the fair value of the
securities loaned. The amount of the collateral will be adjusted daily to
reflect any price fluctuation in the value of the loaned securities. The
Fund has the right under the lending agreements to recover the securities
from the borrower on demand. The Fund invests cash collateral in the
Securities Lending Investment Fund, which is managed by Brown Brothers
Harriman & Co., the Fund's custodian.
F. REPURCHASE AGREEMENTS
With respect to repurchase agreements entered into by the Fund, the value
of the underlying securities (collateral), including accrued interest
received from counterparties, is required to be at least equal to or in
excess of the value of the repurchase agreement at the time of purchase.
The collateral for all repurchase agreements is held in safekeeping in the
customer-only account of the Fund's custodian, or subcustodians. The Fund's
investment adviser, Pioneer Investment Management, Inc. (PIM), is
responsible for determining that the value of the collateral remains at
least equal to the repurchase price.
2. MANAGEMENT AGREEMENT
PIM, a wholly owned indirect subsidiary of UniCredito Italiano, manages the
Fund's portfolio. Management fees are calculated daily at the annual rate of
0.80% of the Fund's average daily net assets. Effective May 3, 2004, AEW
Management and Advisors LP (AEW) became subadvisor to the Fund.
In addition, under the management and administration agreements, certain other
services and costs, including accounting, regulatory reporting and insurance
premiums, are paid by the Fund. At
27
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 12/31/04 (CONTINUED)
- --------------------------------------------------------------------------------
December 31, 2004, $113,213 was payable to PIM related to management fees,
administrative costs and certain other services and is included in due to
affiliates.
3. TRANSFER AGENT
PIMSS, a wholly owned indirect subsidiary of UniCredito Italiano, provides
substantially all transfer agent and shareowner services to the Fund at
negotiated rates. Included in due to affiliates is $33,239 in transfer agent
fees payable to PIMSS at December 31, 2004.
4. DISTRIBUTION PLANS
The Fund adopted a Plan of Distribution for each class of
shares (Class A Plan, Class B Plan and Class C Plan) in accordance with Rule
12b-1 of the Investment Company Act of 1940. Pursuant to the Class A Plan, the
Fund pays PFD a service fee of up to 0.25% of the Fund's average daily net
assets attributable to Class A shares in reimbursement of its actual
expenditures to finance activities primarily intended to result in the sale of
Class A shares. Pursuant to the Class B Plan and the Class C Plan, the Fund pays
PFD 1.00% of the average daily net assets attributable to each class of shares.
The fee consists of a 0.25% service fee and a 0.75% distribution fee paid as
compensation for personal services and/or account maintenance services or
distribution services with regard to Class B and Class C shares. Included in due
to affiliates is $71,512 in distribution fees payable to PFD at December 31,
2004.
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). Effective February 1,
2004, a CDSC of 1.00% may be imposed on redemptions of certain net asset value
purchases of Class A shares within 18 months of purchase (12 months for shares
purchased prior to February 1, 2004). Effective December 1, 2004, Class B shares
that are redeemed within five years of purchase are subject to a CDSC at
declining rates beginning at 4.0%, based on the lower of cost or market value of
shares being redeemed. Shares purchased prior to December 1, 2004 remain subject
to the CDSC in effect at the time those shares were purchased. Redemptions of
Class C shares within one year of purchase are subject to a CDSC of 1.00%.
Proceeds from the CDSC are paid to PFD. For the year ended December 31, 2004,
CDSCs in the amount of $35,709 were paid to PFD.
28
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
5. EXPENSE OFFSET ARRANGEMENTS
The Fund has entered into certain expense offset arrangements with PIMSS
resulting in a reduction in the Fund's total expenses due to interest earned on
cash held by PIMSS. For the year ended December 31, 2004, the Fund's expenses
were reduced by $2,517 under such arrangements.
6. LINE OF CREDIT FACILITY
The Fund along with certain other funds in the Pioneer Family of Funds (the
Funds) collectively participate in a $50 million committed, unsecured revolving
line of credit facility. Borrowings are used solely for temporary or emergency
purposes. The Fund may borrow up to the lesser of $50 million or the limits set
by its prospectus for borrowings. Interest on collective borrowings is payable
at the Federal Funds Rate plus 1/2% on an annualized basis. The Funds pay an
annual commitment fee for this facility. The commitment fee is allocated among
such Funds based on their respective borrowing limits. For the year ended
December 31, 2004, the Fund had no borrowings under this agreement.
29
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------
TO THE BOARD OF TRUSTEES AND SHAREOWNERS OF PIONEER REAL ESTATE SHARES:
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Pioneer Real Estate Shares (the "Fund") as of
December 31, 2004, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the three years in
the period then ended. 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. The financial highlights for each of the two years in the period ended
December 31, 2001 were audited by other auditors who have ceased operations and
whose report, dated February 15, 2002, expressed an unqualified opinion on those
financial highlights.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and per form the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material misstatement.
An audit includes consideration of internal control over financial reporting as
a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included con-firmation of
securities owned as of December 31, 2004, by correspondence with the custodian
and brokers or by other appropriate auditing procedures where replies from
brokers were not received. 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 at December 31, 2004, the results of its operations
for the year then ended, the changes in its net assets for each of the two years
in the period then ended, and the financial highlights for each of the three
years in the period then ended, in conformity with U.S. generally accepted
accounting principles.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 18, 2005
30
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
SUMMARY OF SPECIAL SHAREHOLDER MEETING (UNAUDITED)
- --------------------------------------------------------------------------------
The following is a summary of shareholder votes taken at a special shareholder
meeting held on April 13, 2004.
1. TO APPROVE AMENDMENTS TO THE MANAGEMENT CONTRACT BETWEEN THE FUND AND
PIONEER INVESTMENT MANAGEMENT, INC. ("PIM"), THE FUND'S INVESTMENT ADVISOR,
AS DESCRIBED IN THE PROXY STATEMENT
NO. OF SHARES
-------------
Affirmative 3,780,240.783
Against 146,968.741
Abstain 255,559.525
-------------
TOTAL 4,182,769.049
=============
2. TO APPROVE A SUB-ADVISORY AGREEMENT BETWEEN PIM, THE FUND'S INVESTMENT
ADVISOR, AND AEW MANAGEMENT AND ADVISORS, L.P.
NO. OF SHARES
-------------
Affirmative 3,764,192.770
Against 139,645.212
Abstain 278,931.067
-------------
TOTAL 4,182,769.049
=============
3.(A - I) TO APPROVE AMENDMENTS TO YOUR PORTFOLIO'S FUNDAMENTAL INVESTMENT
RESTRICTIONS ON:
NO. OF SHARES
-------------
(A) SENIOR SECURITIES
Affirmative 3,209,359.084
Against 103,275.320
Abstain 284,714.765
Broker Non-votes 585,420.000
-------------
TOTAL 4,182,769.049
=============
(B) BORROWING
Affirmative 3,128,329.574
Against 148,38.180
Abstain 320,635.295
Broker Non-votes 585,420.000
-------------
TOTAL 4,182,769.049
=============
(C) REAL ESTATE
Affirmative 3,211,621.963
Against 106,746.262
Abstain 278,980.824
Broker Non-votes 585,420.000
-------------
TOTAL 4,182,769.049
=============
(D) LOANS
Affirmative 3,137,066.618
Against 147,936.430
Abstain 312,346.001
Broker Non-votes 585,420.000
-------------
TOTAL 4,182,769.049
=============
31
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
SUMMARY OF SPECIAL SHAREHOLDER MEETING (UNAUDITED) (CONTINUED)
- --------------------------------------------------------------------------------
NO. OF SHARES
-------------
(E) COMMODITIES
Affirmative 3,146,045.534
Against 126,603.878
Abstain 324,699.637
Broker Non-votes 585,420.000
-------------
TOTAL 4,182,769.049
=============
(F) DIVERSIFICATION
Affirmative 3,146,333.510
Against 110,922.387
Abstain 340,093.152
Broker Non-votes 585,420.000
-------------
TOTAL 4,182,769.049
=============
(G) ACTING AS UNDERWRITER
Affirmative 3,146,218.351
Against 121,897.609
Abstain 329,233.089
Broker Non-votes 585,420.000
-------------
TOTAL 4,182,769.049
=============
(H) CONCENTRATION
Affirmative 3,160,282.824
Against 104,259.750
Abstain 332,806.475
Broker Non-votes 585,420.000
-------------
TOTAL 4,182,769.049
=============
(I) PLEDGING
Affirmative 3,128,577.392
Against 138,910.814
Abstain 329,860.843
Broker Non-votes 585,420.000
-------------
TOTAL 4,182,769.049
=============
4. TO APPROVE A POLICY ALLOWING PIM AND THE BOARD OF TRUSTEES TO APPOINT OR
TERMINATE SUBADVISORS AND TO APPROVE AMENDMENTS TO SUBADVISORY AGREEMENTS
WITHOUT SHAREHOLDER APPROVAL.
NO. OF SHARES
-------------
Affirmative 3,085,846.258
Against 194,039.673
Abstain 317,463.118
Broker Non-votes 585,420.000
-------------
TOTAL 4,182,769.049
=============
** FUND TOTALS SHARES
Record Total 6,205,092.153
Voted Shares 4,182,769.049
Percent Present 67.409%
32
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
TRUSTEES, OFFICERS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------
INVESTMENT ADVISER
Pioneer Investment Management, Inc.
CUSTODIAN
Brown Brothers Harriman & Co.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP
PRINCIPAL UNDERWRITER
Pioneer Funds Distributor, Inc.
LEGAL COUNSEL
Wilmer Cutler Pickering Hale and Dorr LLP
SHAREOWNER SERVICES AND TRANSFER AGENT
Pioneer Investment Management Shareholder Services, Inc.
TRUSTEES AND OFFICERS
The Fund's Board of Trustees provides broad supervision over the Fund's affairs.
The officers of the Fund are responsible for the Fund's operations. The Fund's
Trustees and officers are listed below, together with their principal
occupations during the past five years. Trustees who are interested persons of
the Fund within the meaning of the Investment Company Act of 1940 are referred
to as Interested Trustees. Trustees who are not interested persons of the Fund
are referred to as Independent Trustees. Each of the Trustees serves as a
trustee of each of the 74 U.S. registered investment portfolios for which
Pioneer Investment Management, Inc. ("Pioneer") serves as investment adviser
(the "Pioneer Funds"). The address for all Interested Trustees and all officers
of the Fund is 60 State Street, Boston, Massachusetts 02109.
The Fund's statement of additional information provides more detailed
information regarding the Fund's Trustees and is available upon request, without
charge, by calling 1-800-225-6292.
PROXY VOTING POLICIES AND PROCEDURES OF THE FUND are available without charge,
upon request, by calling our toll free number (1-800-225-6292). Information
regarding how the Fund voted proxies relating to portfolio securities during the
most recent 12-month period ended June 30 is publicly available to shareowners
at www.pioneerfunds.com and on the SEC's website at http://www.sec.gov.
33
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
INTERESTED TRUSTEES
- --------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATION DURING PAST FIVE OTHER DIRECTORSHIPS HELD
NAME AND AGE WITH THE FUND TERM OF OFFICE YEARS BY THIS TRUSTEE
John F. Cogan, Jr. (78)* Chairman of the Serves until Trustee and President. Deputy Chairman Director of Harbor
Board, Trustee successor and a Director of Pioneer Global Asset Global Company, Ltd.
and President trustee is Management S.p.A. ("PGAM");
elected or Non-Executive Chairman and a Director
earlier of Pioneer Investment Management USA
retirement or Inc. ("PIM-USA"); Chairman and a
removal Director of Pioneer; Director of
Pioneer Alternative Investment
Management Limited (Dublin); President
and a Director of Pioneer Alternative
Investment Management (Bermuda)
Limited and affiliated funds;
President and Director of Pioneer
Funds Distributor, Inc. ("PFD");
President of all of the Pioneer Funds;
and Of Counsel (since 2000, partner
prior to 2000), Wilmer Cutler
Pickering Hale and Dorr LLP (counsel
to PIM-USA and the Pioneer Funds)
*Mr. Cogan is an Interested Trustee because he is an officer or director of Pioneer and certain of its affiliates.
- ----------------------------------------------------------------------------------------------------------------------------------
Osbert M. Hood (52)** Trustee and Serves until President and Chief Executive Officer, None
Executive Vice successor PIM-USA since May 2003 (Director since
President trustee is January 2001); President and Director
elected or of Pioneer since May 2003; Chairman
earlier and Director of Pioneer Investment
retirement or Management Shareholder Services, Inc.
removal ("PIMSS") since May 2003; Executive
Vice President of all of the Pioneer
Funds since June 2003; Executive Vice
President and Chief Operating Officer
of PIM-USA, November 2000 to May 2003;
Executive Vice President, Chief
Financial Officer and Treasurer, John
Hancock Advisers, L.L.C., Boston, MA,
November 1999 to November 2000; Senior
Vice President and Chief Financial
Officer, John Hancock Advisers,
L.L.C., April 1997 to November 1999
**Mr. Hood is an Interested Trustee because he is an officer or director of Pioneer and certain of its affiliates.
- ----------------------------------------------------------------------------------------------------------------------------------
34
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
- --------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATION DURING PAST FIVE OTHER DIRECTORSHIPS HELD
NAME AND AGE WITH THE FUND TERM OF OFFICE YEARS BY THIS TRUSTEE
David R. Bock** (61) Trustee since Serves until a Senior Vice President and Chief Director of The
3050 K. Street NW. 2005 successor Financial Officer, I-trax, Inc. Enterprise Social
Washington, DC 20007 trustee is (publicly traded health care services Investment Company
elected or company)(2001- present); Managing (privately-held
earlier Partner, Federal City Capital Advisors affordable housing
retirement or (boutique merchant bank) (1995-2000; finance company);
removal. 2002 to 2004); Executive Vice Director of New York
President and Chief Financial Officer, Mortgage Trust (publicly
Pedestal Inc. (internet-based mortgage traded mortgage REIT)
trading company) (2000-2002)
** Mr. Bock became a Trustee of the Fund on January 1, 2005.
- ----------------------------------------------------------------------------------------------------------------------------------
Mary K. Bush (56) Trustee since Serves until President, Bush International Director of Brady
3509 Woodbine Street, 1997. successor (international financial advisory Corporation (industrial
Chevy Chase, MD 20815 trustee is firm) identification and
elected or specialty coated
earlier material products
retirement or manufacturer),
removal Millennium Chemicals,
Inc. (commodity
chemicals), Mortgage
Guaranty Insurance
Corporation, and R.J.
Reynolds Tobacco
Holdings, Inc. (tobacco)
- ----------------------------------------------------------------------------------------------------------------------------------
Margaret B.W. Graham (57) Trustee since Serves until Founding Director, The Winthrop Group, None
1001 Sherbrooke Street 1995. successor Inc. (consulting firm); Professor of
West, Montreal, Quebec, trustee is Management, Faculty of Management,
Canada H3A 1G5 elected or McGill University
earlier
retirement or
removal
- ----------------------------------------------------------------------------------------------------------------------------------
35
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
- --------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATION DURING PAST FIVE OTHER DIRECTORSHIPS HELD
NAME AND AGE WITH THE FUND TERM OF OFFICE YEARS BY THIS TRUSTEE
Marguerite A. Piret (56) Trustee since Serves until President and Chief Executive Officer, Director of New America
One Boston Place, 28th 1995. successor Newbury, Piret & Company, Inc. High Income Fund, Inc.
Floor, Boston, MA 02108 trustee is (investment banking firm) (closed-end investment
elected or company)
earlier
retirement or
removal
- ----------------------------------------------------------------------------------------------------------------------------------
Stephen K. West (76) Trustee since Serves until Senior Counsel, Sullivan & Cromwell Director, The Swiss
125 Broad Street, 1995. successor (law firm) Helvetia Fund, Inc.
New York, NY 10004 trustee is (closed-end investment
elected or company) and AMVESCAP
earlier PLC (investment
retirement or managers)
removal
- ----------------------------------------------------------------------------------------------------------------------------------
John Winthrop (68) Trustee since Serves until President, John Winthrop & Co., Inc. None
One North Adgers Wharf, 1995. successor (private investment firm)
Charleston, SC 29401 trustee is
elected or
earlier
retirement or
removal
- ----------------------------------------------------------------------------------------------------------------------------------
36
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
FUND OFFICERS
- --------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATION DURING PAST FIVE OTHER DIRECTORSHIPS HELD
NAME AND AGE WITH THE FUND TERM OF OFFICE YEARS BY THIS OFFICER
Dorothy E. Bourassa (57) Secretary Serves at the Secretary of PIM-USA; Senior Vice None
discretion President- Legal of Pioneer; and
of the Board Secretary/Clerk of most of PIM-USA's
subsidiaries since October 2000;
Secretary of all of the Pioneer Funds
since September 2003 (Assistant
Secretary from November 2000 to
September 2003); and Senior Counsel,
Assistant Vice President and Director
of Compliance of PIM-USA from April
1998 through October 2000
- ----------------------------------------------------------------------------------------------------------------------------------
Christopher J. Kelley (40) Assistant Serves at the Assistant Vice President and Senior None
Secretary discretion Counsel of Pioneer since July 2002;
of the Board Vice President and Senior Counsel of
BISYS Fund Services, Inc. (April 2001
to June 2002); Senior Vice President
and Deputy General Counsel of Funds
Distributor, Inc. (July 2000 to April
2001; Vice President and Associate
General Counsel from July 1996 to July
2000); Assistant Secretary of all
Pioneer Funds since September 2003
- ----------------------------------------------------------------------------------------------------------------------------------
David C. Phelan (47) Assistant Serves at the Partner, Wilmer Cutler Pickering Hale None
Secretary discretion and Dorr LLP; Assistant Secretary of
of the Board all Pioneer Funds since September 2003
- ----------------------------------------------------------------------------------------------------------------------------------
Vincent Nave (59) Treasurer Serves at the Vice President-Fund Accounting, None
discretion Administration and Custody Services of
of the Board Pioneer; and Treasurer of all of the
Pioneer Funds (Assistant Treasurer
from June 1999 to November 2000)
- ----------------------------------------------------------------------------------------------------------------------------------
37
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
FUND OFFICERS
- --------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATION DURING PAST FIVE OTHER DIRECTORSHIPS HELD
NAME AND AGE WITH THE FUND TERM OF OFFICE YEARS BY THIS OFFICER
Mark E. Bradley (45) Assistant Serves at the Deputy Treasurer of Pioneer since None
Treasurer discretion 2004; Treasurer and Senior Vice
of the Board President, CDC IXIS Asset Management
Services from 2002 to 2003; Assistant
Treasurer and Vice President, MFS
Investment Management from 1997 to
2002; and Assistant Treasurer of all
of the Pioneer Funds since November
2004
- ----------------------------------------------------------------------------------------------------------------------------------
Luis I. Presutti (39) Assistant Serves at the Assistant Vice President-Fund None
Treasurer discretion Accounting, Administration and Custody
of the Board Services of Pioneer; and Assistant
Treasurer of all of the Pioneer Funds
since November 2000
- ----------------------------------------------------------------------------------------------------------------------------------
Gary Sullivan (46) Assistant Serves at the Fund Accounting Manager-Fund None
Treasurer discretion Accounting, Administration and Custody
of the Board Services of Pioneer; and Assistant
Treasurer of all of the Pioneer Funds
since May 2002
- ----------------------------------------------------------------------------------------------------------------------------------
Katherine Kim Sullivan (31) Assistant Serves at the Fund Administration Manager-Fund None
Treasurer discretion Accounting, Administration and Custody
of the Board Services since June 2003; Assistant
Vice President-Mutual Fund Operations
of State Street Corporation from June
2002 to June 2003 (formerly Deutsche
Bank Asset Management); Pioneer Fund
Accounting, Administration and Custody
Services (Fund Accounting Manager from
August 1999 to May 2002, Fund
Accounting Services Supervisor from
1997 to July 1999); Assistant
Treasurer of all Pioneer Funds since
September 2003
- ----------------------------------------------------------------------------------------------------------------------------------
38
PIONEER REAL ESTATE SHARES
- --------------------------------------------------------------------------------
FUND OFFICERS (CONTINUED)
- --------------------------------------------------------------------------------
POSITIONS HELD PRINCIPAL OCCUPATION DURING PAST FIVE OTHER DIRECTORSHIPS HELD
NAME AND AGE WITH THE FUND TERM OF OFFICE YEARS BY THIS OFFICER
Martin J. Wolin (37) Chief Serves at the Chief Compliance Officer of Pioneer None
Compliance discretion (Director of Compliance and Senior
Officer of the Board Counsel from November 2000 to
September 2004); Vice President and
Associate General Counsel of UAM Fund
Services, Inc. (mutual fund
administration company) from February
1998 to November 2000; and Chief
Compliance Officer of all of the
Pioneer Funds.
- ----------------------------------------------------------------------------------------------------------------------------------
The outstanding capital stock of PFD, Pioneer and PIMSS is indirectly wholly
owned by UniCredito Italiano S.p.A. ("UniCredito Italiano"), one of the largest
banking groups in Italy. Pioneer, the fund's investment adviser, provides
investment management and financial services to mutual funds, institutional and
other clients.
39
- --------------------------------------------------------------------------------
PROGRAMS AND SERVICES FOR PIONEER SHAREOWNERS
- --------------------------------------------------------------------------------
Your investment professional can give you additional information on Pioneer's
programs and services. If you want to order literature on any of the following
items directly, simply call Pioneer at 1-800-225-6292.
FACTFONE(SM)
This is our automated account information service, available to you 24 hours a
day, seven days a week. FactFone gives you a quick and easy way to check fund
share prices, yields, dividends and distributions, as well as information about
your own account. Simply call 1-800-225-4321. For specific account information,
have your account number, fund number and our personal identification number
(PIN) in hand. If this is your first time using FactFone, you will need to
establish a PIN.
Visit www.pioneerfunds.com for the most recent month-end performance results.
Current performance may be lower or higher than the performance data quoted.
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH IS NO GUARANTEE
OF FUTURE RESULTS. Investment return and principal value will fluctuate, and
shares, when redeemed, may be worth more or less than their original cost.
Per formance results reflect any applicable expense waivers in effect during the
periods shown. Without such waivers fund per formance would be lower. Waivers
may not be in effect for all funds and can be rescinded at any time. See the
prospectus and financial statements for complete details.
90-DAY REINSTATEMENT PRIVILEGE (FOR CLASS A AND CLASS B SHARES)
Enables you to reinvest all or a portion of the money you redeemed from your
Pioneer account - without paying a sales charge - within 90 days from your
redemption. Upon your request, the shares will be reinvested into your choice of
any Class A fund with the same registration as the originating account. Please
note that you will need to meet fund minimum requirements.
INVESTOMATIC PLAN
An easy and convenient way for you to invest on a regular basis. With this
feature, Pioneer will automatically draft a predetermined dollar amount,
specified by you, from your bank account and purchase shares into your
investments to grow using the dollar-cost averaging approach.
The use of a systematic investing program does not guarantee a profit or protect
against a loss in declining markets. You should consider your financial ability
to continue to invest through periods of low prices.
40
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PAYROLL INVESTMENT PROGRAM (PIP)
This service enables you to fund your Pioneer investment directly through a
payroll deduction. After completing Pioneer's authorization form, your employer
will deduct a predetermined dollar amount from your paycheck to be invested at
Pioneer. When you invest through payroll, you're putting yourself at the top of
the list of those you pay. Many people find that "paying yourself first" is the
most sensible way to build a nest egg.
AUTOMATIC EXCHANGE PROGRAM
A simple way to move money from one Pioneer fund to another over a period of
time. Just choose the amounts and dates for Pioneer to sell shares from your
original fund and use the proceeds to buy shares of the other funds you have
chosen. To establish this service, simply complete a Pioneer Account Options
form. (Automatic Exchange is available for originating accounts with a balance
of $5,000 or more.)
DIRECT DEPOSIT
Lets you move money into your bank account using electronic funds transfer
(EFT). EFT moves your money faster than you would receive a check, eliminates
unnecessary paper and mail, and avoids lost checks. Simply fill out a Pioneer
Direct Deposit Form, giving your instructions.
SYSTEMATIC WITHDRAWAL PLAN (SWP)
This service allows you to establish automatic withdrawals from your account at
set intervals. You decide the frequency and the day of the month. Pioneer will
send the proceeds by check to a designated address or electronically to your
bank account. You can also authorize Pioneer to make the redemptions payable to
someone else. Simply complete a Pioneer Account Options form to begin this
service.
Investing in mutual funds involves significant risks, for complete information
on the specific risks associated with each fund, please see the appropriate
fund's prospectus.
Please consider a fund's investment objectives, risks, charges and expenses
carefully before investing. The PROSPECTUS contains this and other information
about a fund and should be read carefully before you invest or send money. To
obtain a prospectus and for other information on any Pioneer fund, contact your
adviser, call 800-225-62952 or visit www.pioneerfunds.com.
41
- --------------------------------------------------------------------------------
RETIREMENT PLANS FROM PIONEER
- --------------------------------------------------------------------------------
Pioneer has a long history of helping people work toward their retirement goals,
offering plans suited to the individual investor and businesses of all sizes.
For more information on Pioneer retirement plans, contact your investment
professional, or call Pioneer at 1-800-622-0176.
INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
TRADITIONAL IRA*
For anyone under age 701/2 earning income. Individuals can contribute up to
$4,000, or $4,500 if age 50 or older, annually. Earnings are tax-deferred, and
contributions may be tax-deductible.
ROTH IRA*
Available to single individuals earning less than $110,000 in income annually,
and married couples with joint income less than $160,000. Contributions of up to
$4,000, or $4,500 if age 50 or older, a year are not tax-deductible, but all
earnings are tax-free for qualified withdrawals. Distributions are tax and
penalty-free if certain conditions are met.
EMPLOYER-SPONSORED PLANS
UNI-K PLAN*
A 401(k) plan designed specifically for any business that employs only owners
and their spouses. Participants can make salary deferral contributions up to
$14,000 per year, or $18,000 if age 50 or older. In addition, each year the
business may contribute up to 25% of pay.
UNI-DB PLAN
A full service defined benefit plan for small business owners over age 45 with
up to five employees. Annual Employer contributions are required. The plan
allows for the maximum deductible contribution up to $170,000 or more.
401(K) PLAN*
Allows employees to make pre-tax contributions through payroll deduction, up to
$14,000, or $18,000 if age 50 or older, per year. Employers' contributions are
discretionary. The 401(k) offers companies maximum flexibility.
SIMPLE IRA PLAN*
The Savings Incentive Match PLan for Employees (SIMPLE) is designed for
employers with 100 or fewer eligible employees. Employees can defer up to
$9,000, or $10,500 if age 50 or older. Employer makes additional required
contributions.
Most retirement plan withdrawals must meet specific conditions to avoid
penalties.
42
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
403(B) PLAN*
Also known as a Tax-Sheltered Account (TSA), this plan lets employees of public
schools, non-profit hospitals and other tax-exempt organizations make pre-tax
contributions through payroll deduction. Individuals can generally defer up to
$14,000 per year, or $18,000 if age 50 or older.
SEP-IRA
The Simplified Employee Pension (SEP) plan lets self-employed people and
small-business owners make tax-deductible contributions of up to 25% of income,
while maintaining complete contribution flexibility each year.
PROFIT SHARING PLAN
Companies can decide each year whether - and how much - to contribute to
participants, up to 25% of each participant's pay. Can include vesting schedules
that are not available with a SEP-IRA.
AGE-BASED PROFIT SHARING PLAN
Employer contributions are flexible, but are based on a formula using age and
salary. Each year, a business can contribute up to 25% of the total eligible
payroll.
* Special Catch-Up Provisions are available to individuals age 50 and older
to contribute additional amounts to their retirement accounts. For more
information, call our Retirement Plans Information line at 1-800-622-0176.
Withdrawals of earnings or other taxable amounts are subject to income tax and,
if made prior to age 591/2, may be subject to an additional 10% federal tax
penalty.
Investing in mutual funds involves significant risks, for complete information
on the specific risks associated with each fund, please see the appropriate
fund's prospectus.
Please consider a fund's investment objectives, risks, charges and expenses
carefully before investing. The PROSPECTUS contains this and other information
about a fund and should be read carefully before you invest or send money. To
obtain a prospectus and for other information on any Pioneer fund, contact your
adviser, call 800-225-6292 or visit www.pioneerfunds.com.
Most retirement plan withdrawals must meet specific conditions to avoid
penalties.
43
- --------------------------------------------------------------------------------
THE PIONEER FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
Please consider a fund's investment objectives, risks, charges and expenses
carefully before investing. The prospectus contains this and other information
about a fund and should be read carefully before you invest or send money. To
obtain a PROSPECTUS and for other information on any Pioneer fund, contact your
advisor, call 1-800-225-6292 or visit our web site at www.pioneer funds.com.
U.S. EQUITY
Pioneer Fund
Pioneer Balanced Fund
Pioneer Cullen Value Fund
Pioneer Equity Income Fund
Pioneer Equity Opportunity Fund
Pioneer Growth Opportunities Fund
Pioneer Growth Shares
Pioneer Mid Cap Growth Fund
Pioneer Mid Cap Value Fund
Pioneer Oak Ridge Large Cap
Growth Fund
Pioneer Oak Ridge Small Cap
Growth Fund
Pioneer Papp America-Pacific
Rim Fund
Pioneer Papp Small and Mid Cap
Growth Fund
Pioneer Papp Stock Fund
Pioneer Papp Strategic
Growth Fund
Pioneer Real Estate Shares
Pioneer Research Fund
Pioneer Small Cap Value Fund
Pioneer Small Company Fund
Pioneer Value Fund
ASSET ALLOCATION
Pioneer Ibbotson Moderate
Allocation Fund
Pioneer Ibbotson Growth
Allocation Fund
Pioneer Ibbotson Aggressive
Allocation Fund
INTERNATIONAL/GLOBAL EQUITY
Pioneer Emerging Markets Fund
Pioneer Europe Select Fund
Pioneer Europe Fund
Pioneer International Equity Fund
Pioneer International Value Fund
FIXED INCOME
Pioneer America Income Trust
Pioneer Bond Fund
Pioneer California Tax Free
Income Fund
Pioneer Global High Yield Fund
Pioneer High Yield Fund
Pioneer Municipal Bond Fund
Pioneer Short Term Income Fund
Pioneer Strategic Income Fund
Pioneer Tax Free Income Fund
MONEY MARKET
Pioneer Cash Reserves Fund*
Pioneer Tax Free Money
Market Fund
* An investment in the Fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the
Fund seeks to preserve the value of your investment at $1.00 per share, it
is possible to lose money by investing in the Fund.
44
- --------------------------------------------------------------------------------
HOW TO CONTACT PIONEER
- --------------------------------------------------------------------------------
We are pleased to offer a variety of convenient ways for you to contact us for
assistance or information.
CALL US FOR:
ACCOUNT INFORMATION, including existing accounts,
new accounts, prospectuses, applications
and service forms 1-800-225-6292
FACTFONE(SM)for automated fund yields, prices,
account information and transactions 1-800-225-4321
RETIREMENT PLANS INFORMATION 1-800-622-0176
TELECOMMUNICATIONS DEVICE FOR THE DEAF (TDD) 1-800-225-1997
WRITE TO US:
PIMSS, Inc.
P.O. Box 55014
Boston, Massachusetts 02205-5014
OUR TOLL-FREE FAX 1-800-225-4240
OUR INTERNET E-MAIL ADDRESS ask.pioneer@pioneerinvest.com
(for general questions about Pioneer only)
VISIT OUR WEB SITE: www.pioneerfunds.com
PLEASE CONSIDER THE FUND'S INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES
CAREFULLY BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION
ABOUT THE FUND AND SHOULD BE READ CAREFULLY BEFORE YOU INVEST OR SEND MONEY. TO
OBTAIN A PROSPECTUS AND FOR OTHER INFORMATION ON ANY PIONEER FUND, CALL
1-800-225-6292 OR VISIT OUR WEB SITE WWW.PIONEERFUNDS.COM.
[LOGO] PIONEER
INVESTMENTS (R)
Pioneer Investment Management, Inc.
60 State Street
Boston, MA 02109
www.pio neerfunds.com
16962-00-0205
(C)2005 Pioneer Funds Distributor, Inc.
Underwriter of Pioneer mutual funds
Member SIPC
ITEM 2. CODE OF ETHICS.
(a) Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, regardless of
whether these individuals are employed by the registrant or a third party. If
the registrant has not adopted such a code of ethics, explain why it has not
done so.
The registrant has adopted, as of the end of the period covered by this report,
a code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer and controller.
(b) For purposes of this Item, the term "code of ethics" means written standards
that are reasonably designed to deter wrongdoing and to promote:
(1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
(2) Full, fair, accurate, timely, and understandable disclosure in
reports and documents that a registrant files with, or submits to, the
Commission and in other public communications made by the registrant;
(3) Compliance with applicable governmental laws, rules, and
regulations;
(4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
(5) Accountability for adherence to the code.
(c) The registrant must briefly describe the nature of any amendment, during the
period covered by the report, to a provision of its code of ethics that applies
to the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, and that relates to any element of the code of
ethics definition enumerated in paragraph (b) of this Item. The registrant must
file a copy of any such amendment as an exhibit pursuant to Item 10(a), unless
the registrant has elected to satisfy paragraph (f) of this Item by posting its
code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by
undertaking to provide its code of ethics to any person without charge, upon
request, pursuant to paragraph (f)(3) of this Item.
The registrant has made no amendments to the code of ethics during the period
covered by this report.
(d) If the registrant has, during the period covered by the report, granted a
waiver, including an implicit waiver, from a provision of the code of ethics to
the registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party, that relates to one or more of the items set forth
in paragraph (b) of this Item, the registrant must briefly describe the nature
of the waiver, the name of the person to whom the waiver was granted, and the
date of the waiver.
Not applicable.
(e) If the registrant intends to satisfy the disclosure requirement under
paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from,
a provision of its code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions and that relates to any
element of the code of ethics definition enumerated in paragraph (b) of this
Item by posting such information on its Internet website, disclose the
registrant's Internet address and such intention.
Not applicable.
(f) The registrant must:
(1) File with the Commission, pursuant to Item 10(a), a copy of its code
of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller,
or persons performing similar functions, as an exhibit to its annual
report on this Form N-CSR;
(2) Post the text of such code of ethics on its Internet website and
disclose, in its most recent report on this Form N-CSR, its Internet
address and the fact that it has posted such code of ethics on its
Internet website; or
(3) Undertake in its most recent report on this Form N-CSR to provide to
any person without charge, upon request, a copy of such code of ethics
and explain the manner in which such request may be made.
See Item 10(2)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant's board of trustees has determined that
the registrant either:
(i) Has at least one audit committee financial expert serving on its audit
committee; or
(ii) Does not have an audit committee financial expert serving on its audit
committee.
The registrant's Board of Trustees has determined that the registrant has at
least one audit committee financial expert.
(2) If the registrant provides the disclosure required by paragraph
(a)(1)(i) of this Item, it must disclose the name of the audit committee
financial expert and whether that person is "independent." In order to be
considered "independent" for purposes of this Item, a member of an audit
committee may not, other than in his or her capacity as a member of the audit
committee, the board of trustees, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other
compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as defined in
Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
Ms. Marguerite A. Piret, an independent trustee, is such an audit committee
financial expert.
(3) If the registrant provides the disclosure required by paragraph (a)(1)
(ii) of this Item, it must explain why it does not have an audit committee
financial expert.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption AUDIT FEES, the aggregate fees billed for each
of the last two fiscal years for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
Audit Fees
Fees for audit services provided to the Fund, including fees associated with
the routine and non routine filings of its Form N-1A, totaled approximately
$25,100 in 2004 and approximately $29,300 in 2003. Included in the 2003 fees
is an additional billing related to that audit, which was billed after the
Funds filing of its N-CSR for the year ended December 31, 2003.
(b) Disclose, under the caption AUDIT-RELATED FEES, the aggregate fees billed in
each of the last two fiscal years for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
Audit-Related and Other Fees
There were no audit-related and other services provided to the Fund during the
fiscal years ended December 31, 2004 and 2003.
(c) Disclose, under the caption TAX FEES, the aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning. Registrants shall
describe the nature of the services comprising the fees disclosed under this
category.
Tax Fees
Fees for tax services, including tax returns and tax advisory services,
totaled approximately $7,000 in 2004 and approximately $48,200 in 2003.
(d) Disclose, under the caption ALL OTHER FEES, the aggregate fees billed in
each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
Audit-Related and Other Fees
There were no audit-related and other services provided to the Fund during
the fiscal years ended December 31, 2004 and 2003.
(e) (1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
PIONEER FUNDS
APPROVAL OF AUDIT, AUDIT-RELATED, TAX AND OTHER SERVICES
PROVIDED BY THE INDEPENDENT AUDITOR
SECTION I - POLICY PURPOSE AND APPLICABILITY
The Pioneer Funds recognizes the importance of maintaining the independence of
their outside auditors. Maintaining independence is a shared responsibility
involving Pioneer Investment Management, Inc ("PIM"), the audit committee and
the independent auditors.
The Funds recognizes that a Fund's independent auditors: 1) possess knowledge of
the Funds, 2) are able to incorporate certain services into the scope of the
audit, thereby avoiding redundant work, cost and disruption of Fund personnel
and processes, and 3) have expertise that has value to the Funds. As a result,
there are situations where it is desirable to use the Fund's independent
auditors for services in addition to the annual audit and where the potential
for conflicts of interests are minimal. Consequently, this policy, which is
intended to comply with Rule 210.2-01(C)(7), sets forth guidelines and
procedures to be followed by the Funds when retaining the independent audit firm
to perform audit, audit-related tax and other services under those
circumstances, while also maintaining independence.
Approval of a service in accordance with this policy for a Fund shall also
constitute approval for any other Fund whose pre-approval is required pursuant
to Rule 210.2-01(c)(7)(ii).
In addition to the procedures set forth in this policy, any non-audit services
that may be provided consistently with Rule 210.2-01 may be approved by the
Audit Committee itself and any pre-approval that may be waived in accordance
with Rule 210.2-01(c)(7)(i)(C) is hereby waived.
Selection of a Fund's independent auditors and their compensation shall be
determined by the Audit Committee and shall not be subject to this policy.
SECTION II - POLICY
- ---------------- -------------------------------- -------------------------------------------------
SERVICE SERVICE CATEGORY DESCRIPTION SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
CATEGORY
- ---------------- -------------------------------- -------------------------------------------------
I. AUDIT Services that are directly o Accounting research assistance
SERVICES related to performing the o SEC consultation, registration
independent audit of the Funds statements, and reporting
o Tax accrual related matters
o Implementation of new accounting
standards
o Compliance letters (e.g. rating agency
letters)
o Regulatory reviews and assistance
regarding financial matters
o Semi-annual reviews (if requested)
o Comfort letters for closed end
offerings
- ---------------- -------------------------------- -------------------------------------------------
II. Services which are not o AICPA attest and agreed-upon procedures
AUDIT-RELATED prohibited under Rule o Technology control assessments
SERVICES 210.2-01(C)(4) (the "Rule") o Financial reporting control assessments
and are related extensions of o Enterprise security architecture
the audit services support the assessment
audit, or use the
knowledge/expertise gained
from the audit procedures as a
foundation to complete the
project. In most cases, if
the Audit-Related Services are
not performed by the Audit
firm, the scope of the Audit
Services would likely
increase. The Services are
typically well-defined and
governed by accounting
professional standards (AICPA,
SEC, etc.)
- ---------------- -------------------------------- -------------------------------------------------
------------------------------------- ------------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the audit period for all services and related fees
pre-approved specific service reported at each regularly
subcategories. Approval of the scheduled Audit Committee
independent auditors as meeting.
auditors for a Fund shall
constitute pre approval for
these services.
------------------------------------- ------------------------------------
o "One-time" pre-approval o A summary of all such
for the fund fiscal year within services and related fees
a specified dollar limit (including comparison to
for all pre-approved specified dollar limits)
specific service subcategories reported quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limit for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for Audit-Related
Services not denoted as
"pre-approved", or
to add a specific service
subcategory as "pre-approved"
------------------------------------- ------------------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
III. TAX SERVICES Services which are not o Tax planning and support
prohibited by the Rule, o Tax controversy assistance
if an officer of the Fund o Tax compliance, tax returns, excise
determines that using the tax returns and support
Fund's auditor to provide o Tax opinions
these services creates
significant synergy in
the form of efficiency,
minimized disruption, or
the ability to maintain a
desired level of
confidentiality.
- ----------------------- --------------------------- -----------------------------------------------
- ------------------------------------- -------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year all such services and
within a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for tax services not
denoted as pre-approved, or to add a specific
service subcategory as
"pre-approved"
- ------------------------------------- -------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- --------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PRE-APPROVED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- --------------------------- -----------------------------------------------
IV. OTHER SERVICES Services which are not o Business Risk Management support
prohibited by the Rule, o Other control and regulatory
A. SYNERGISTIC, if an officer of the Fund compliance projects
UNIQUE QUALIFICATIONS determines that using the
Fund's auditor to provide
these services creates
significant synergy in
the form of efficiency,
minimized disruption,
the ability to maintain a
desired level of
confidentiality, or where
the Fund's auditors
posses unique or superior
qualifications to provide
these services, resulting
in superior value and
results for the Fund.
- ----------------------- --------------------------- -----------------------------------------------
- --------------------------------------- ------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
- ------------------------------------- --------------------------
o "One-time" pre-approval o A summary of
for the fund fiscal year within all such services and
a specified dollar limit related fees
(including comparison
to specified dollar
limits) reported
quarterly.
o Specific approval is
needed to exceed the
pre-approved dollar limits for
these services (see general
Audit Committee approval policy
below for details on obtaining
specific approvals)
o Specific approval is
needed to use the Fund's
auditors for "Synergistic" or
"Unique Qualifications" Other
Services not denoted as
pre-approved to the left, or to
add a specific service
subcategory as "pre-approved"
- ------------------------------------- --------------------------
SECTION III - POLICY DETAIL, CONTINUED
- ----------------------- ------------------------- -----------------------------------------------
SERVICE CATEGORY SERVICE CATEGORY SPECIFIC PROHIBITED SERVICE SUBCATEGORIES
DESCRIPTION
- ----------------------- ------------------------- -----------------------------------------------
PROHIBITED SERVICES Services which result 1. Bookkeeping or other services
in the auditors losing related to the accounting records or
independence status financial statements of the audit
under the Rule. client*
2. Financial information systems design
and implementation*
3. Appraisal or valuation services,
fairness* opinions, or
contribution-in-kind reports
4. Actuarial services (i.e., setting
actuarial reserves versus actuarial
audit work)*
5. Internal audit outsourcing services*
6. Management functions or human
resources
7. Broker or dealer, investment
advisor, or investment banking services
8. Legal services and expert services
unrelated to the audit
9. Any other service that the Public
Company Accounting Oversight Board
determines, by regulation, is
impermissible
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AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
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o These services are not to be o A summary of all
performed with the exception of the(*) services and related
services that may be permitted fees reported at each
if they would not be subject to audit regularly scheduled
procedures at the audit client (as Audit Committee meeting
defined in rule 2-01(f)(4)) level will serve as continual
the firm providing the service. confirmation that has
not provided any
restricted services.
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GENERAL AUDIT COMMITTEE APPROVAL POLICY:
o For all projects, the officers of the Funds and the Fund's auditors will each
make an assessment to determine that any proposed projects will not impair
independence.
o Potential services will be classified into the four non-restricted service
categories and the "Approval of Audit, Audit-Related, Tax and Other
Services" Policy above will be applied. Any services outside the specific
pre-approved service subcategories set forth above must be specifically
approved by the Audit Committee.
o At least quarterly, the Audit Committee shall review a report summarizing the
services by service category, including fees, provided by the Audit firm as
set forth in the above policy.
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(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
N/A
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
N/A
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is primarily
portfolio management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the adviser that provides ongoing services to the registrant for each of
the last two fiscal years of the registrant.
The Fund's independent auditor, Ernst & Young
LLP ("E&Y"), recently has advised the Securities
and Exchange Commission, the Public Company
Accounting Oversight Board, and the Audit
Committee of the Fund's Board of Trustees that
certain non-audit work performed by E&Y's China
affiliate has raised questions regarding E&Y's
independence with respect to its performance of
audit services for the Fund. In July 2004, E&Y
became aware that member firms in China ("E&Y
China") provided certain tax services to offices of
UniCredito Italiano, S.p.A. ("UCI"), a member of
the Fund's Investment Company Complex. The
services included receipt and disbursement of
monies transferred to E&Y China by UCI in
payment of individual expatriate income taxes due
on returns prepared by E&Y China for certain UCI
employees located in China from October 1998 to
May 2003. E&Y became auditors of the Fund in
May 2002. These expatriate tax services were
discontinued in May 2003. The fees received by
E&Y China for all such services totaled $3,685.
The Fund's Audit Committee and E&Y have
discussed the matter, including the nature of the
services provided, the personnel involved in
providing the services and the fees received by
E&Y for performing the services. The Committee
continues to review the facts and circumstances
surrounding the matter, including the issue of
whether the monies transferred for employees' taxes
were de facto monies due the employees for tax
payments rather than monies belonging to UCI.
E&Y has informed the Audit Committee that based
on its internal reviews and the de minimis nature of
the services provided and fees received, it does not
believe its independence with respect to the Fund
has been impaired.
Aggregate Non-Audit Fees
The aggregate non-audit fees for the Fund and affiliates, as
previously defined, totaled approximately $6,000 in 2004 and
$71,500 in 2003. These fees include services provided prior to
May 6, 2003, the effective date of the pre-approval process
The Fund's audit committee of the Board of Trustees has considered
whether the provision of non-audit services that were rendered to
the Affiliates (as defined) that were not pre-approved pursuant
to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible
with maintaining the principal accountant's independence.
(h) Disclose whether the registrant's audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any subadviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
Non-Audit Services
Beginning with non-audit service contracts entered into on or
after May 6, 2003, the effective date of the new SEC pre-approval rules,
the Funds audit committee is required to pre-approve services to affiliates
defined by SEC rules to the extent that the services are determined to have a
direct impact on the operations or financial reporting of the Fund. For the
years ended December 31, 2004 and 2003, there were no services provided to an
affiliate that required the Funds audit committee pre-approval.
ITEMS 5-6. [RESERVED]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on
this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities.
Not applicable to open-end management investment companies.
ITEM 8. [RESERVED]
ITEM 9. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, about the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-2(c) under the Act (17 CFR
270.30a-2(c))) based on their evaluation of these controls and procedures as of
a date within 90 days of the filing date of the report that includes the
disclosure required by this paragraph.
The registrant's principal executive officer and principal financial
officer have concluded, that the registrant's disclosure controls and
procedures are effective based on their evaluation of these controls and
procedures as of a date within 90 days of the filing date of this report.
(b) Disclose whether or not there were significant changes in the registrant's
internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
There were no significant changes in the registrant's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
ITEM 10. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit.
(b) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2 under the Act
(17 CFR 270.30a-2).
Filed herewith.
SIGNATURES
[See General Instruction F]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Pioneer Real Estate Shares
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr, President
Date March 9, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John F. Cogan, Jr.
John F. Cogan, Jr., President
Date March 9, 2005
By (Signature and Title)* /s/ Vincent Nave
Vincent Nave, Treasurer
Date March 9, 2005
* Print the name and title of each signing officer under his or her signature.