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 811-07870
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)
Terrence J. Cullen, 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, 2017 through June 30, 2017
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 STOCKHOLDERS.
Pioneer Real
Estate Shares
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Semiannual Report | June 30, 2017
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Ticker Symbols:
Class A PWREX
Class C PCREX
Class Y PYREX
[LOGO] Amundi Pioneer
==============
ASSET MANAGEMENT
visit us: amundipioneer.com
Table of Contents
President's Letter 2
Portfolio Management Discussion 4
Portfolio Summary 9
Prices and Distributions 10
Performance Update 11
Comparing Ongoing Fund Expenses 14
Schedule of Investments 16
Financial Statements 19
Notes to Financial Statements 26
Additional Information 34
Approval of New and Interim Management Agreements 36
Trustees, Officers and Service Providers 45
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 1
President's Letter
U.S. markets have continued to generate positive returns during the first
several months of 2017, with so-called "risk" assets, such as equities and
credit-sensitive bonds, posting solid gains. U.S. equities, as measured by the
Standard & Poor's 500 Index, returned slightly more than 6% in the first
calendar quarter of the year and more than 3% for the second quarter. Meanwhile,
high-yield securities have dominated bond market performance thus far in 2017.
The post-election market momentum we witnessed in the U.S. during the final
weeks of the fourth quarter of 2016 slowed only when oil prices slumped in
March, due to both higher-than-expected inventories and concerns over whether
OPEC (Organization of Petroleum Exporting Countries) would continue its supply
cuts. Not even the Federal Reserve System's (the Fed's) two rate hikes since
March, nor Britain's trigger of Article 50 to begin the "Brexit" process caused
any dramatic sell-off of risk assets. In fact, we are encouraged by the more
hawkish stance of the Fed with regard to interest rates, in light of our view
that current U.S. bond yields do not fairly reflect the prospective levels of
economic activity and inflation. We expect the Fed to continue to tighten
monetary policy, with at least one more rate hike likely to occur before the end
of 2017.
While U.S. gross domestic product (GDP) did slow in the first quarter, ending up
at 1.4% after revisions, the expectation is for GDP growth to pick-up in the
second quarter, with a solid consumer leading the way. It is our view that the
U.S. economy may lead all developed nations in 2017, with GDP growth in excess
of 2% for the full year, even if proposed tax and regulatory reforms are not
passed into law in the near future. We also believe solid domestic employment
figures should continue to support consumption and the housing market, and that
stronger corporate profits and increased government spending may contribute to
economic growth in 2018 and beyond. In addition, as we monitor global Purchasing
Manager Indices (PMIs), we note that their numbers are increasing, which
suggests that growth in global economies is also improving. (PMIs are used to
measure the economic health of the manufacturing sector.)
There are, as always, some risks to our outlook. First, the market already has
priced in a good deal of the Trump economic reform platform, and that could lead
to near-term disappointment if Congressional follow-through does not happen this
year. The future of the Affordable Care Act (ACA) is another potential concern,
as Congressional leaders have, thus far, failed to generate
2 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
enough support to get new health care legislation approved by both houses.
However, if a bill is eventually passed that either eliminates or significantly
alters the ACA, the new law will undoubtedly have an effect on the health care
sector, one of the largest segments of the U.S. economy. Geopolitical risks, of
course, remain a potential headwind, given ongoing strife in the Middle East and
renewed tensions on the Korean Peninsula.
While our current outlook is generally optimistic, conditions can and often do
change, and while passive investment strategies may have a place in one's
overall portfolio, it is our view that all investment decisions are active
choices.
Throughout our history, we have believed in the importance of active management.
The active decisions to invest in equities or fixed-income securities are made
by a team of experienced investment professionals focusing on identifying value
across global markets using proprietary research, careful risk management, and a
long-term perspective. We believe our shareowners can benefit from the
experience and tenure of our investment teams as well as the insights generated
from our extensive research process.
As always, and particularly during times of market uncertainty, we encourage you
to work with your financial advisor to develop an overall investment plan that
addresses both your short- and long-term goals, and to implement such a plan in
a disciplined manner.
We greatly appreciate the trust you have placed in us and look forward to
continuing to serve you in the future.
Sincerely,
/s/ Lisa M. Jones
Lisa M. Jones
Head of the Americas, President and CEO of US
Amundi Pioneer Asset Management USA, Inc.
June 30, 2017
Any information in this shareowner report regarding market or economic trends or
the factors influencing the Fund's historical or future performance are
statements of opinion as of the date of this report. Past performance is no
guarantee of future results.
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 3
Portfolio Management Discussion | 6/30/17
Important Note: On July 3, 2017, Amundi acquired Pioneer Investments, a group of
asset management companies located throughout the world. Amundi, one of the
world's largest asset managers, is headquartered in Paris, France. As a result
of the transaction, Pioneer Investment Management, Inc., the Fund's investment
adviser, became an indirect wholly owned subsidiary of Amundi and Amundi's
wholly owned subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer
Investments was owned by Pioneer Global Asset Management S.p.A., a wholly owned
subsidiary of UniCredit S.p.A.
In connection with the transaction, the names of the Fund's investment adviser
and principal underwriter changed. Effective July 3, 2017, the name of Pioneer
Investment Management, Inc. changed to Amundi Pioneer Asset Management, Inc. and
the name of Pioneer Funds Distributor, Inc. changed to Amundi Pioneer
Distributor, Inc.
This transaction does not impact your existing relationship with Pioneer
Investments, your advisor, or the methods you use to communicate with us, as the
investor contact telephone numbers and services you expect will remain the same.
We are excited, however, to be launching a new website representing the combined
company. Come visit us at: www.amundipioneer.com
In the following interview, Matthew Troxell of AEW Capital Management, L.P.,
discusses the market environment for real estate-related investments and the
performance of Pioneer Real Estate Shares during the six-month reporting period
ended June 30, 2017. AEW Capital Management, L.P. (AEW), a real estate
investment advisory firm, is the Fund's investment sub-adviser. Day-to-day
management of the Fund's portfolio is the responsibility of Matthew A. Troxell,
CFA (portfolio manager of the Fund since 2004). Mr. Troxell is a managing
director and senior portfolio manager at AEW. Mr. Troxell is supported by three
portfolio managers: J. Hall Jones, Jr., CFA, director of AEW (co-portfolio
manager of the Fund since 2012), and Gina Szymanski, CFA, director of AEW
(co-portfolio manager of the Fund since 2017).
Q How did the Fund perform during the six-month period ended June 30, 2017?
A Pioneer Real Estate Shares Class A shares returned 1.21% at net asset value
during the six-month period ended June 30, 2017, while the Fund's
benchmark, the Morgan Stanley Capital International (MSCI) U.S. Real
4 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
Estate Investment Trust (REIT) Index (the MSCI Index)(1), returned 2.66%.
During the same period, the average return of the 269 mutual funds in
Lipper's Real Estate Funds Category was 2.91%, and the average return of
the 262 mutual funds in Morningstar's Real Estate Funds Category was 2.89%.
Q How would you describe the market environment for REIT investors during the
six-month period ended June 30, 2017?
A The U.S. stock market posted strong returns in the first half of 2017,
supported by solid employment growth and investor optimism regarding the
Trump administration's pro-business agenda, although positive sentiment
waned after the Republican-controlled Congress's unsuccessful efforts to
alter or replace the Affordable Care Act. In Europe, equity market
performance benefited from diminished political risks due to business-
friendly election results in France and the increasing likelihood of a
tempered "Brexit" process following the mixed results in the United
Kingdom's snap election.
With positive domestic employment growth and low inflation, the Federal
Reserve (the Fed) raised its benchmark short-term interest rate twice in
the first half of 2017. The Fed also signaled that it may be on track for
one or two additional rate increases in the second half of 2017 if the U.S.
economy continues on its stable upward path and tight labor markets prove
to be a catalyst for inflationary pressures.
For the six-month reporting period, the broad-market Standard & Poor's 500
Index returned 9.33%, while the Bloomberg Barclays U.S. Aggregate Bond
Index, a measure of Treasury and agency issues, corporate bond issues, and
mortgage-backed securities, returned 2.27%. REITs, as measured by the
Fund's benchmark, the MSCI Index, returned 2.66% for the period, lagging
the broad equity market while keeping pace with the U.S. Aggregate Bond
Index. The prospect of higher interest rates, coupled with ongoing investor
concerns regarding retail tenants, weighed on the REIT sector over the
six-month period.
(1) The MSCI information may only be used for your internal use, may not be
reproduced or redisseminated in any form and may not be used as a basis for
or a component of any financial instruments or products or indices. None of
the MSCI information is intended to constitute investment advice or a
recommendation to make (or refrain from making) any kind of investment
decision and may not be relied on as such. Historical data and analysis
should not be taken as an indication or guarantee of any future performance
analysis, forecast or prediction. The MSCI information is provided on an
"as is" basis and the user of this information assumes the entire risk of
any use made of this information. MSCI, each of its affiliates and each
other person involved in or related to compiling, computing or creating any
MSCI information (collectively, the "MSCI Parties") expressly disclaims all
warranties (including, without limitation, any warranties of originality,
accuracy, completeness, timeliness, non-infringement, merchantability and
fitness for a particular purpose) with respect to this information. Without
limiting any of the foregoing, in no event shall any MSCI Party have any
liability for any direct, indirect, special, incidental, punitive,
consequential (including, without limitation, lost profits) or any other
damages.
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 5
Q Which investments or strategies detracted from the Fund's benchmark-
relative performance during the six-month period ended June 30, 2017?
A The Fund's underperformance relative to the MSCI Index benchmark during the
six-month period was due to negative sector allocation results, which were
partially offset by positive stock selection results. Sector allocation
detracted from relative performance primarily because of portfolio
underweights in the outperforming data center and health care sectors, and
an overweight position in the underperforming regional mall sector. In
terms of stock selection, which was a positive overall, benchmark-relative
results were weakest for the Fund in the regional mall, storage, and
apartment sectors.
Among individual REITs held in the portfolio, the top detractors from the
Fund's benchmark-relative performance included overweight positions in the
underperforming Taubman Centers and Retail Properties of America, and a
lack of Fund exposure to the outperforming Equinix. In the regional mall
sector, Taubman Centers was the target of an activist investor - Land and
Buildings - and its effort to make the board of directors more accountable
to Taubman's shareholders by holding annual elections for all board members
rather than staggered elections. During the second quarter, there was a
proxy vote in which all three of Taubman's director nominees were
successfully re-elected, but the company promised to de-stagger the
process going forward. In the shopping center sector, Amazon announced that
it was acquiring Whole Foods, resulting in concerns about increased
competition among both traditional "brick-and-mortar" and online grocery
retailers. Those factors weighed on the performance of Retail Properties of
America, and on the sector as a whole. In the data center sector, Equinix
announced good quarterly results and raised 2017 guidance on continued
strength in the demand/supply fundamentals for the sector. As a result, the
Fund's lack of exposure to Equinix detracted from benchmark-relative
returns.
Q Which investments or strategies aided the Fund's benchmark-relative
performance during the six-month period ended June 30, 2017?
A In terms of stock selection, benchmark-relative results were strongest for
the Fund in the data center, industrial, and triple-net-lease REIT sectors.
Among individual holdings, the top contributors to the Fund's benchmark-
relative performance during the period included overweight positions in
DuPont Fabros Technology, which outperformed, and Rexford Industrial
Realty, as well as an underweight position in the underperforming Kimco
Realty (shopping centers).
6 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
As noted earlier, data center REITs continued to benefit from strong
demand/supply fundamentals, which propelled the sector to outperform the
general REIT market. Additionally, peer company Digital Realty announced it
would acquire DuPont Fabros Technology during the period, boosting DuPont
Fabros's stock price. Rexford Industrial Realty owns a portfolio of
industrial assets on the West Coast and is benefiting from strong
demand/supply fundamentals in the region, and from demand for "last mile"
locations in the growing e-commerce industry. In light of Amazon's
announcement to acquire Whole Foods, the Fund's underweight to Kimco Realty
was also beneficial for relative returns.
Q Did you make any adjustments to the Fund's investment strategy or sector
allocations during the six-month period ended June 30, 2017?
A We did not make any significant changes to the Fund's investment strategy
during the six-month period. Based upon property market fundamentals and
relative valuations within the REIT sector, the Fund's largest overweights
as of June 30, 2017, were in the diversified, apartment, and regional mall
sectors. The Fund's largest underweight positions were in the data center,
triple-net-lease, and health care sectors.
Q Did you invest in any derivative securities during the six-month period
ended June 30, 2017?
A No, the Fund held no derivative investments during the period.
Q What is your outlook for REITs as we enter the second half of 2017?
A Real estate fundamentals were fundamentally strong during the first half of
2017, though the rate of improvement continued to level off. Supply growth
continued to ramp up and is roughly in line with maturing demand growth in
most sectors. Accordingly, vacancy rates are low, but flat, in most
sectors, and are even moving up slightly in sectors like apartments, where
deliveries have been most substantial.
In our view, at this stage of the cycle, rent growth and leases rolling to
higher market rents are going to be bigger drivers of net operating income
(NOI) growth than occupancy improvement. Additionally, we believe current
income and NOI growth should be a bigger driver of REIT returns than price
appreciation going forward. Overall, we expect per-share cash flow and
dividend* growth in the REIT sector to be solid in 2017.
At period-end, REITs were attractive relative to private real estate
investments given that the sector was trading at an average 2% discount to
net asset value, with some sectors trading at much larger discounts and
* Dividends are not guaranteed.
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 7
some at significant premiums. REITs continue to appear most attractive
relative to bonds on a yield-differential basis, even though they continue
to look most expensive versus other equity investments on a long-term
multiple basis. Even here, however, valuations in recent years have rarely
been as attractive as they are now. Indeed, the last time the multiple
comparison was this favorable was in the wake of the global financial
crisis in 2009, and the last time it was this attractive during a
non-crisis period was in early 2005.
Please refer to the Schedule of Investments on pages 16-18 for a full listing of
Fund securities.
All investments are subject to risk, including the possible loss of principal.
In the past several years, financial markets have experienced increased
volatility, depressed valuations, decreased liquidity and heightened
uncertainty. These conditions may continue, recur, worsen or spread.
The Fund invests in REIT securities, the value of which can fall for a variety
of reasons, such as declines in rental income, fluctuating interest rates, poor
property management, environmental liabilities, uninsured damage, increased
competition, or changes in real estate tax laws.
The Fund invests in a limited number of securities and, as a result, the Fund's
performance may be more volatile than the performance of other funds holding
more securities.
When interest rates rise, the prices of fixed-income securities in the Fund will
generally fall. Conversely, when interest rates fall, the prices of fixed-income
securities in the Fund will generally rise.
At times, the Fund's investments may represent industries or industry sectors
that are interrelated or have common risks, making it more susceptible to any
economic, political, or regulatory developments or other risks affecting those
industries or sectors.
These risks may increase share price volatility.
Before investing, consider the product's investment objectives, risks, charges
and expenses. Contact your advisor or Amundi Pioneer Asset Management, Inc., for
a prospectus or summary prospectus containing this information. Read it
carefully.
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 opinion as of the date of this report. Past performance is no
guarantee of future results.
8 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
Portfolio Summary | 6/30/17
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Apartment 15.9%
Regional Mall 11.5%
Office 11.2%
Health Care 10.3%
Industrial 9.7%
Shopping Center 6.8%
Hotel 6.6%
Diversified 6.4%
Storage 6.4%
Triple Net Lease 5.2%
Data Center 4.7%
Other residential 3.5%
Cash and equivalents 1.8%
10 Largest Holdings*
--------------------------------------------------------------------------------
(As a percentage of equity holdings)
1. Simon Property Group, Inc. 8.99%
--------------------------------------------------------------------------------
2. Prologis, Inc. 6.79
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3. Equity Residential 5.70
--------------------------------------------------------------------------------
4. AvalonBay Communities, Inc. 5.67
--------------------------------------------------------------------------------
5. Boston Properties, Inc. 5.16
--------------------------------------------------------------------------------
6. Welltower, Inc. 4.91
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7. Ventas, Inc. 4.24
--------------------------------------------------------------------------------
8. Public Storage 4.16
--------------------------------------------------------------------------------
9. DuPont Fabros Technology, Inc. 3.80
--------------------------------------------------------------------------------
10. Host Hotels & Resorts, Inc. 3.34
--------------------------------------------------------------------------------
* This list excludes temporary cash investments. The portfolio is actively
managed, and current holdings may be different. The holdings listed
should not be considered recommendations to buy or sell any securities
listed.
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 9
Prices and Distributions | 6/30/17
Net Asset Value per Share
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--------------------------------------------------------------------------------
Class 6/30/17 12/31/16
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A $25.82 $25.79
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C $25.33 $25.30
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Y $25.79 $25.76
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Distributions per Share: 1/1/17-6/30/17
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Short-Term Long-Term
Class Dividends Capital Gains Capital Gains
--------------------------------------------------------------------------------
A $0.2800 $ -- $ --
--------------------------------------------------------------------------------
C $0.1800 $ -- $ --
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Y $0.3200 $ -- $ --
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Index Definition
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The MSCI U.S. REIT Index is an unmanaged, widely used index comprising a broad
representation of the most actively traded real estate trusts, and is designed
to be a measure of real estate equity performance. Index returns are calculated
monthly, assume reinvestment of dividends and, unlike Fund returns, do not
reflect any fees, expenses or sales charges. It is not possible to invest
directly in an index.
The index defined here pertains to the "Value of $10,000 Investment" and "Value
of $5 Million Investment" charts on pages 11-13.
10 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
Performance Update | 6/30/17 Class A Shares
Investment Returns
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The mountain chart on the right shows the change in value of a $10,000
investment made in Class A shares of Pioneer Real Estate Shares at public
offering price during the periods shown, compared to that of the Morgan Stanley
Capital International (MSCI) U.S. REIT Index.
Average Annual Total Returns
(As of June 30, 2017)
--------------------------------------------------------------------------------
Net Public
Asset Offering MSCI
Value Price U.S. REIT
Period (NAV) (POP) Index
--------------------------------------------------------------------------------
10 years 5.22% 4.60% 5.94%
5 years 8.46 7.18 9.38
1 year -2.86 -8.45 -1.82
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2017)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.41%
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[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Real Estate Fund MSCI U.S. REIT Index
6/07 $ 9,425 $10,000
6/08 $ 7,972 $ 8,585
6/09 $ 4,582 $ 4,830
6/10 $ 7,076 $ 7,498
6/11 $ 9,349 $10,054
6/12 $10,446 $11,381
6/13 $11,260 $12,408
6/14 $12,653 $14,068
6/15 $13,212 $14,622
6/16 $16,138 $18,145
6/17 $15,676 $17,815
Call 1-800-225-6292 or visit www.amundipioneer.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.
NAV results represent the percent change in net asset value per share. Returns
would have been lower had sales charges been reflected. 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.
Please refer to the financial highlights for a more current expense ratio.
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 11
Performance Update | 6/30/17 Class C Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $10,000
investment made in Class C shares of Pioneer Real Estate Shares during the
periods shown, compared to that of the Morgan Stanley Capital International
(MSCI) U.S. REIT Index.
Average Annual Total Returns
(As of June 30, 2017)
--------------------------------------------------------------------------------
MSCI
If If U.S. REIT
Period Held Redeemed Index
--------------------------------------------------------------------------------
10 years 4.31% 4.31% 5.94%
5 years 7.55 7.55 9.38
1 year -3.63 -3.63 -1.82
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2017)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
2.22%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Real Estate Fund MSCI U.S. REIT Index
6/07 $10,000 $10,000
6/08 $ 8,384 $ 8,585
6/09 $ 4,772 $ 4,830
6/10 $ 7,304 $ 7,498
6/11 $ 9,565 $10,054
6/12 $10,600 $11,381
6/13 $11,328 $12,408
6/14 $12,621 $14,068
6/15 $13,067 $14,622
6/16 $15,830 $18,145
6/17 $15,254 $17,815
Call 1-800-225-6292 or visit www.amundipioneer.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). If you paid a 1% sales charge, your returns would
be lower than those shown above. "If Held" results represent the percent change
in net asset value per share. Returns would have been lower had sales charges
been reflected. 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.
Please refer to the financial highlights for a more current expense ratio.
12 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
Performance Update | 6/30/17 Class Y Shares
Investment Returns
--------------------------------------------------------------------------------
The mountain chart on the right shows the change in value of a $5 million
investment made in Class Y shares of Pioneer Real Estate Shares during the
periods shown, compared to that of the Morgan Stanley Capital International
(MSCI) U.S. REIT Index.
Average Annual Total Returns
(As of June 30, 2017)
--------------------------------------------------------------------------------
Net
Asset MSCI U.S.
Value REIT
Period (NAV) Index
--------------------------------------------------------------------------------
10 years 5.77% 5.94%
5 years 8.90 9.38
1 year -2.55 -1.82
--------------------------------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2017)
--------------------------------------------------------------------------------
Gross
--------------------------------------------------------------------------------
1.07%
--------------------------------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $5 Million Investment
Pioneer Real Estate Fund MSCI U.S. REIT Index
6/07 $5,000,000 $5,000,000
6/08 $4,251,052 $4,292,736
6/09 $2,465,649 $2,415,203
6/10 $3,833,145 $3,749,156
6/11 $5,093,157 $5,027,146
6/12 $5,723,356 $5,690,367
6/13 $6,199,399 $6,204,127
6/14 $6,999,326 $7,034,175
6/15 $7,337,978 $7,310,758
6/16 $8,995,532 $9,072,560
6/17 $8,765,689 $8,907,352
Call 1-800-225-6292 or visit www.amundipioneer.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 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.
Please refer to the financial highlights for a more current expense ratio.
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 13
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 (divided by) $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 January 1, 2017, through June 30, 2017.
---------------------------------------------------------------------------------
Share Class A C Y
---------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00
Value on 1/1/17
---------------------------------------------------------------------------------
Ending Account $1,012.10 $1,008.40 $1,013.70
Value on 6/30/17
---------------------------------------------------------------------------------
Expenses Paid $ 6.88 $ 10.91 $ 5.29
During Period*
---------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 1.38%,
2.19%, and 1.06% for Class A, Class C, and Class Y shares, respectively,
multiplied by the average account value over the period, multiplied by
181/365 (to reflect the one-half year period).
14 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
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) that are charged at the time of the transaction. 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 January 1, 2017, through June 30, 2017.
---------------------------------------------------------------------------------
Share Class A C Y
---------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00
Value on 1/1/17
---------------------------------------------------------------------------------
Ending Account $1,017.95 $1,013.93 $1,019.54
Value on 6/30/17
---------------------------------------------------------------------------------
Expenses Paid $ 6.90 $ 10.94 $ 6.31
During Period*
---------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized net expense ratio of 1.38%,
2.19%, and 1.06% for Class A, Class C, and Class Y shares, respectively,
multiplied by the average account value over the period, multiplied by
181/365 (to reflect the one-half year period).
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 15
Schedule of Investments | 6/30/17 (unaudited)
------------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------------
COMMON STOCKS -- 98.3%
CONSUMER SERVICES -- 2.1%
Hotels, Resorts & Cruise Lines -- 2.1%
141,100 Extended Stay America, Inc. $ 2,731,696
-------------
Total Consumer Services $ 2,731,696
------------------------------------------------------------------------------------------
REAL ESTATE -- 96.2%
Diversified REIT -- 10.8%
67,700 American Assets Trust, Inc. $ 2,666,703
112,300 Empire State Realty Trust, Inc.* 2,332,471
85,000 Forest City Enterprises LP* 2,054,450
124,700 Gramercy Property Trust 3,704,837
71,300 STORE Capital Corp. 1,600,685
45,500 Washington Real Estate Investment Trust 1,451,450
-------------
$ 13,810,596
------------------------------------------------------------------------------------------
Industrial REIT -- 9.7%
146,400 Prologis, Inc. $ 8,584,896
142,400 Rexford Industrial Realty, Inc.* 3,907,456
-------------
$ 12,492,352
------------------------------------------------------------------------------------------
Hotel & Resort REIT -- 4.5%
231,200 Host Hotels & Resorts, Inc. $ 4,224,024
76,400 RLJ Lodging Trust 1,518,068
-------------
$ 5,742,092
------------------------------------------------------------------------------------------
Office REIT -- 11.5%
53,000 Boston Properties, Inc. $ 6,520,060
50,900 Douglas Emmett, Inc. 1,944,889
64,114 Easterly Government Properties, Inc. 1,343,188
173,500 Piedmont Office Realty Trust, Inc. 3,657,380
14,200 Vornado Realty Trust 1,333,380
-------------
$ 14,798,897
------------------------------------------------------------------------------------------
Health Care REIT -- 10.3%
52,700 Healthcare Trust Of America $ 1,639,497
77,100 Ventas, Inc. 5,356,908
82,900 Welltower, Inc. 6,205,065
-------------
$ 13,201,470
------------------------------------------------------------------------------------------
Residential REIT -- 19.4%
44,500 American Campus Communities, Inc. $ 2,104,850
116,200 American Homes 4 Rent* 2,622,634
37,300 AvalonBay Communities, Inc. 7,167,941
47,000 Camden Property Trust 4,018,970
21,600 Equity LifeStyle Properties, Inc. 1,864,944
109,500 Equity Residential Property Trust, Inc. 7,208,385
-------------
$ 24,987,724
------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
16 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
------------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------------
Retail REIT -- 18.3%
63,000 Acadia Realty Trust $ 1,751,400
105,700 DDR Corp. 958,699
23,200 Federal Realty Investment Trust 2,932,248
95,100 Pennsylvania Real Estate Investment Trust (144A) 1,076,532
177,700 Retail Properties of America, Inc. 2,169,717
70,200 Simon Property Group, Inc. 11,355,552
36,600 Tanger Factory Outlet Centers, Inc. 950,868
39,800 Taubman Centers, Inc. 2,370,090
-------------
$ 23,565,106
------------------------------------------------------------------------------------------
Specialized REIT -- 11.1%
121,700 CubeSmart $ 2,925,668
11,200 Digital Realty Trust, Inc. 1,265,040
78,500 DuPont Fabros Technology, Inc. 4,801,060
25,200 Public Storage, Inc. 5,254,956
-------------
$ 14,246,724
------------------------------------------------------------------------------------------
Diversified Real Estate Activities -- 0.6%
19,100 Alexander & Baldwin, Inc.* $ 790,358
-------------
Total Real Estate $ 123,635,319
------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $66,094,342) $ 126,367,015
------------------------------------------------------------------------------------------
TOTAL INVESTMENT IN SECURITIES -- 98.3%
(Cost $66,094,342) (a) $ 126,367,015
------------------------------------------------------------------------------------------
OTHER ASSETS & LIABILITIES -- 1.7% $ 2,184,215
------------------------------------------------------------------------------------------
TOTAL NET ASSETS -- 100.0% $ 128,551,230
==========================================================================================
* Non-income producing security.
(144A) Security is exempt from registration under Rule 144A of the Securities
Act of 1933. Such securities may be resold normally to qualified
institutional buyers in a transaction exempt from registration.
At June 30, 2017, the value of these securities amounted to $1,076,532
or 0.8% of total net assets.
REIT Real Estate Investment Trust.
(a) At June 30, 2017, the net unrealized appreciation on investments based
on cost for federal income tax purposes of $68,134,541 was as follows:
Aggregate gross unrealized appreciation for all investments in which
there is an excess of value over tax cost $59,860,278
Aggregate gross unrealized depreciation for all investments in which
there is an excess of tax cost over value (1,627,804)
-----------
Net unrealized appreciation $58,232,474
===========
Purchases and sales of securities (excluding temporary cash investments) for the
six months ended June 30, 2017, aggregated $4,545,929 and $20,675,879,
respectively.
The accompanying notes are an integral part of these financial statements.
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 17
Schedule of Investments | 6/30/17 (unaudited) (continued)
The Fund is permitted to engage in purchase and sale transactions ("cross
trades") with certain Funds and accounts for which Amundi Pioneer Asset
Management, Inc., (Amundi Pioneer) formerly Pioneer Investment Management, Inc.
(PIM), serves as the Fund's investment adviser, as set forth in Rule 17a-7 under
the Investment Company Act of 1940, pursuant to procedures adopted by the Board
of Trustees. Under these procedures, cross trades are effected at current market
prices. During the six months ended June 30, 2017, the Fund did not engage in
cross trade activity.
Various inputs are used in determining the value of the Fund's investments.
These inputs are summarized in the three broad levels listed below.
Level 1 - quoted prices in active markets for identical securities.
Level 2 - other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit
risk, etc.) See Notes to Financial Statements -- Note 1A.
Level 3 - significant unobservable inputs (including the Fund's own
assumptions in determining fair value of investments) See Notes
to Financial Statements -- Note 1A.
The following is a summary of the inputs used as of June 30, 2017, in valuing
the Fund's investments:
--------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
--------------------------------------------------------------------------------
Common Stocks $126,367,015 $-- $-- $126,367,015
--------------------------------------------------------------------------------
Total $126,367,015 $-- $-- $126,367,015
================================================================================
During the six months ended June 30, 2017, there were no transfers between
Levels 1, 2 and 3.
The accompanying notes are an integral part of these financial statements.
18 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
Statement of Assets and Liabilities | 6/30/17 (unaudited)
ASSETS:
Investment in securities (cost $66,094,342) $126,367,015
Cash 738,910
Receivables --
Investment securities sold 1,107,327
Fund shares sold 28,712
Dividends 545,338
Other assets 39,371
--------------------------------------------------------------------------------
Total assets $128,826,673
================================================================================
LIABILITIES:
Payables --
Investment securities purchased $ 124,211
Fund shares repurchased 52,454
Trustee fees 10
Transfer agent expense 38,492
Audit expense 15,224
Due to affiliates 38,875
Accrued expenses 6,177
--------------------------------------------------------------------------------
Total liabilities $ 275,443
================================================================================
NET ASSETS:
Paid-in capital $ 65,622,541
Undistributed net investment income 62,266
Accumulated net realized gain on investments 2,593,750
Net unrealized appreciation on investments 60,272,673
--------------------------------------------------------------------------------
Net assets $128,551,230
================================================================================
NET ASSET VALUE PER SHARE:
(No par value, unlimited number of shares authorized)
Class A (based on $90,365,998/3,499,322 shares) $ 25.82
Class C (based on $12,036,702/475,145 shares) $ 25.33
Class Y (based on $26,148,530/1,013,798 shares) $ 25.79
MAXIMUM OFFERING PRICE:
Class A ($25.82 (divided by) 94.25%) $ 27.40
================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 19
Statement of Operations (unaudited)
For the Six Months Ended 6/30/17
INVESTMENT INCOME:
Dividends $2,400,868
Interest 2,175
---------------------------------------------------------------------------------------------------
Total investment income $ 2,403,043
---------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 532,208
Transfer agent fees
Class A 52,795
Class C 9,499
Class Y 11,651
Distribution fees
Class A 116,679
Class C 62,954
Shareholder communications expense 26,212
Administrative expense 42,123
Custodian fees 5,916
Registration fees 25,973
Professional fees 18,098
Printing expense 4,626
Fees and expenses of nonaffiliated Trustees 3,599
Miscellaneous 12,258
---------------------------------------------------------------------------------------------------
Total expenses $ 924,591
---------------------------------------------------------------------------------------------------
Net investment income $ 1,478,452
---------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments $ 2,856,456
---------------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation) on investments $(2,770,207)
---------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments $ 86,249
---------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 1,564,701
===================================================================================================
The accompanying notes are an integral part of these financial statements.
20 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
Statements of Changes in Net Assets
---------------------------------------------------------------------------------------
Six Months
Ended
6/30/17 Year Ended
(unaudited) 12/31/16
---------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income (loss) $ 1,478,452 $ 1,775,226
Net realized gain (loss) on investments 2,856,456 10,244,717
Change in net unrealized appreciation (depreciation)
on investments (2,770,207) (2,571,269)
---------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $ 1,564,701 $ 9,448,674
---------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Net investment income:
Class A ($0.28 and $0.29 per share, respectively) $ (1,000,628) $ (1,098,478)
Class C ($0.18 and $0.08 per share, respectively) (88,310) (36,163)
Class Y ($0.32 and $0.38 per share, respectively) (327,248) (640,585)
Net realized gain:
Class A ($0.00 and $2.31 per share, respectively) -- (8,278,026)
Class C ($0.00 and $2.31 per share, respectively) -- (1,133,616)
Class Y ($0.00 and $2.31 per share, respectively) -- (3,020,300)
---------------------------------------------------------------------------------------
Total distributions to shareowners $ (1,416,186) $ (14,207,168)
---------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sale of shares $ 7,103,819 $ 39,316,296
Reinvestment of distributions 1,324,850 12,866,042
Cost of shares repurchased (25,004,066) (64,471,467)
---------------------------------------------------------------------------------------
Net decrease in net assets resulting from
Fund share transactions $ (16,575,397) $ (12,289,129)
---------------------------------------------------------------------------------------
Net decrease in net assets $ (16,426,882) $ (17,047,623)
NET ASSETS:
Beginning of period $ 144,978,112 $ 162,025,735
---------------------------------------------------------------------------------------
End of period $ 128,551,230 $ 144,978,112
---------------------------------------------------------------------------------------
Undistributed net investment income $ 62,266 $ --
=======================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 21
Statements of Changes in Net Assets (continued)
--------------------------------------------------------------------------------------------
Six Months Six Months
Ended Ended
6/30/17 6/30/17 Year Ended Year Ended
Shares Amount 12/31/16 12/31/16
(unaudited) (unaudited) Shares Amount
--------------------------------------------------------------------------------------------
Class A
Shares sold 106,159 $ 2,735,620 548,497 $ 15,173,981
Reinvestment of distributions 37,674 967,836 354,722 9,121,612
Less shares repurchased (444,864) (11,465,624) (861,528) (23,647,114)
--------------------------------------------------------------------------------------------
Net increase (decrease) (301,031) $ (7,762,168) 41,691 $ 648,479
============================================================================================
Class C
Shares sold 28,531 $ 718,750 126,874 $ 3,392,404
Reinvestment of distributions 3,420 86,231 45,112 1,129,518
Less shares repurchased (83,076) (2,095,197) (121,082) (3,224,087)
--------------------------------------------------------------------------------------------
Net increase (decrease) (51,125) $ (1,290,216) 50,904 $ 1,297,835
============================================================================================
Class Y
Shares sold 141,884 $ 3,649,449 765,126 $ 20,749,911
Reinvestment of distributions 10,554 270,783 101,246 2,614,912
Less shares repurchased (445,260) (11,443,245) (1,375,179) (37,600,266)
--------------------------------------------------------------------------------------------
Net decrease (292,822) $ (7,523,013) (508,807) $ (14,235,443)
============================================================================================
The accompanying notes are an integral part of these financial statements.
22 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
Financial Highlights
-------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year Year
6/30/17 Ended Ended Ended Ended Ended
(unaudited) 12/31/16 12/31/15 12/31/14 12/31/13 12/31/12
-------------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 25.79 $ 26.83 $ 29.58 $ 24.56 $ 24.76 $ 21.79
-------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.29(a) $ 0.30(a) $ 0.31(a) $ 0.30 $ 0.23 $ 0.45
Net realized and unrealized gain (loss) on investments 0.02 1.26 0.85 6.86 0.06 2.97
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.31 $ 1.56 $ 1.16 $ 7.16 $ 0.29 $ 3.42
-------------------------------------------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.28) $ (0.29) $ (0.31) $ (0.29) $ (0.22) $ (0.45)
Net realized gain -- (2.31) (3.60) (1.85) (0.27) --
-------------------------------------------------------------------------------------------------------------------------------
Total distributions $ (0.28) $ (2.60) $ (3.91) $ (2.14) $ (0.49) $ (0.45)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.03 $ (1.04) $ (2.75) $ 5.02 $ (0.20) $ 2.97
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 25.82 $ 25.79 $ 26.83 $ 29.58 $ 24.56 $ 24.76
===============================================================================================================================
Total return* 1.21% 6.10% 4.27% 29.63% 1.14% 15.75%
Ratio of net expenses to average net assets 1.38%** 1.41% 1.41% 1.47% 1.48% 1.52%
Ratio of net investment income (loss) to average net assets 2.25%** 1.09% 1.06% 1.09% 0.89% 1.87%
Portfolio turnover rate 7%** 15% 22% 22% 17% 8%
Net assets, end of period (in thousands) $90,366 $98,007 $100,842 $107,116 $80,091 $84,310
===============================================================================================================================
* 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.
** Annualized.
(a) The per-share data presented above is based on the average shares
outstanding for the period presented.
The accompanying notes are an integral part of these financial statements.
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 23
Financial Highlights (continued)
-------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year Year
6/30/17 Ended Ended Ended Ended Ended
(unaudited) 12/31/16 12/31/15 12/31/14 12/31/13 12/31/12
-------------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $ 25.30 $ 26.38 $ 29.15 $ 24.24 $ 24.45 $ 21.53
-------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.18(a) $ 0.08(a) $ 0.06(a) $ 0.06 $ 0.00(b) $ 0.24
Net realized and unrealized gain (loss) on investments 0.03 1.23 0.84 6.76 0.08 2.93
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.21 $ 1.31 $ 0.90 $ 6.82 $ 0.08 $ 3.17
-------------------------------------------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.18) $ (0.08) $ (0.07) $ (0.12) $ (0.02) $ (0.25)
Net realized gain -- (2.31) (3.60) (1.79) (0.27) --
-------------------------------------------------------------------------------------------------------------------------------
Total distributions $ (0.18) $ (2.39) $ (3.67) $ (1.91) $ (0.29) $ (0.25)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.03 $ (1.08) $ (2.77) $ 4.91 $ (0.21) $ 2.92
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 25.33 $ 25.30 $ 26.38 $ 29.15 $ 24.24 $ 24.45
===============================================================================================================================
Total return* 0.84% 5.22% 3.39% 28.50% 0.27% 14.75%
Ratio of net expenses to average net assets 2.19%** 2.22% 2.24% 2.35% 2.32% 2.37%
Ratio of net investment income (loss) to average net assets 1.43%** 0.29% 0.21% 0.20% 0.02% 1.03%
Portfolio turnover rate 7%** 15% 22% 22% 17% 8%
Net assets, end of period (in thousands) $12,037 $13,317 $12,540 $13,435 $10,609 $12,667
===============================================================================================================================
* 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.
** Annualized.
(a) The per-share data presented above is based on the average shares
outstanding for the period presented.
(b) Amount rounds to less than $0.00 or $(0.00) per share.
The accompanying notes are an integral part of these financial statements.
24 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
-------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year Year
6/30/17 Ended Ended Ended Ended Ended
(unaudited) 12/31/16 12/31/15 12/31/14 12/31/13 12/31/12
-------------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $ 25.76 $ 26.79 $ 29.54 $ 24.52 $ 24.74 $ 21.78
-------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.32(a) $ 0.37(a) $ 0.42(a) $ 0.43 $ 0.36 $ 0.56
Net realized and unrealized gain (loss) on investments 0.03 1.29 0.84 6.85 0.05 2.97
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 0.35 $ 1.66 $ 1.26 $ 7.28 $ 0.41 $ 3.53
-------------------------------------------------------------------------------------------------------------------------------
Distribution to shareowners:
Net investment income $ (0.32) $ (0.38) $ (0.41) $ (0.41) $ (0.36) $ (0.57)
Net realized gain -- (2.31) (3.60) (1.85) (0.27) --
-------------------------------------------------------------------------------------------------------------------------------
Total distributions $ (0.32) $ (2.69) $ (4.01) $ (2.26) $ (0.63) $ (0.57)
-------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 0.03 $ (1.03) $ (2.75) $ 5.02 $ (0.22) $ 2.96
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 25.79 $ 25.76 $ 26.79 $ 29.54 $ 24.52 $ 24.74
===============================================================================================================================
Total return* 1.37% 6.47% 4.65% 30.22% 1.61% 16.28%
Ratio of net expenses to average net assets 1.06%** 1.07% 1.02% 1.03% 1.01% 1.03%
Ratio of net investment income (loss) to average net assets 2.51%** 1.34% 1.43% 1.54% 1.41% 2.48%
Portfolio turnover rate 7%** 15% 22% 22% 17% 8%
Net assets, end of period (in thousands) $26,149 $33,655 $48,644 $50,520 $35,711 $31,610
===============================================================================================================================
* 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.
** Annualized.
(a) The per-share data presented above is based on the average shares
outstanding for the period presented.
The accompanying notes are an integral part of these financial statements.
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 25
Notes to Financial Statements | 6/30/17 (unaudited)
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 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 three classes of shares designated as Class A, Class C and Class
Y shares. Each class of shares represents an interest in the same portfolio of
investments of the Fund and has identical rights (based on relative net asset
values) to assets and liquidation proceeds. Share classes can bear different
rates of class-specific fees and expenses such as transfer agent and
distribution fees. Differences in class-specific fees and expenses will result
in differences in net investment income and, therefore, the payment of different
dividends from net investment income earned by each class. The Amended and
Restated Declaration of Trust of the Fund gives the Board of Trustees the
flexibility to specify either per-share voting or dollar-weighted voting when
submitting matters for shareholder approval. Under per-share voting, each share
of a class of the Fund is entitled to one vote. Under dollar-weighted voting, a
shareholder's voting power is determined not by the number of shares owned, but
by the dollar value of the shares on the record date. Each share class has
exclusive voting rights with respect to matters affecting only that class,
including with respect to the distribution plan for that class. There is no
distribution plan for Class Y shares.
On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset
management companies located throughout the world. Amundi, one of the world's
largest asset managers, is headquartered in Paris, France. As a result of the
transaction, Pioneer Investment Management, Inc., the Fund's investment adviser,
became an indirect wholly owned subsidiary of Amundi and Amundi's wholly owned
subsidiary, Amundi USA, Inc. Prior to July 3, 2017, Pioneer Investments was
owned by Pioneer Global Asset Management S.p.A., a wholly owned subsidiary of
UniCredit S.p.A.
In connection with the transaction, the names of the Fund's investment adviser
and principal underwriter changed. Effective July 3, 2017, the name of Pioneer
Investment Management, Inc. changed to Amundi Pioneer Asset Management, Inc. and
the name of Pioneer Funds Distributor, Inc. changed to Amundi Pioneer
Distributor, Inc.
The Fund's financial statements have been prepared in conformity with U.S.
generally accepted accounting principles (U.S. GAAP) that require the management
of the Fund to make estimates and assumptions that affect the reported amounts
of assets and liabilities, the disclosure of contingent assets
26 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
and liabilities at the date of the financial statements, and the reported
amounts of income, expenses and gain or loss on investments during the reporting
period. Actual results could differ from those estimates.
The Fund is an investment company and follows investment company accounting and
reporting guidance under U.S. GAAP. The following is a summary of significant
accounting policies followed by the Fund in the preparation of its financial
statements:
A. Security Valuation
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.
Equity securities that have traded on an exchange are valued by using the
last sale price on the principal exchange where they are traded. Equity
securities that have not traded on the date of valuation, or securities for
which sale prices are not available, generally are valued using the mean
between the last bid and asked prices or, if both last bid and asked prices
are not available, at the last quoted bid price. Last sale and bid and
asked prices are provided by independent third party pricing services. In
the case of equity securities not traded on an exchange, prices are
typically determined by independent third party pricing services using a
variety of techniques and methods.
Securities for which independent pricing services or broker-dealers are
unable to supply prices or for which market prices and/or quotations are
not readily available or are considered to be unreliable are valued by a
fair valuation team comprised of certain personnel of Amundi Pioneer Asset
Management, Inc., (Amundi Pioneer) formerly Pioneer Investment Management,
Inc. (PIM), the Fund's investment adviser, pursuant to procedures adopted
by the Fund's Board of Trustees. Amundi Pioneer's formerly PIM's, fair
valuation team uses fair value methods approved by the Valuation Committee
of the Board of Trustees. Amundi Pioneer's formerly PIM's, fair valuation
team is responsible for monitoring developments that may impact fair valued
securities and for discussing and assessing fair values on an ongoing
basis, and at least quarterly, with the Valuation Committee of the Board of
Trustees.
Inputs used when applying fair value methods to value a security may
include credit ratings, the financial condition of the company, current
market conditions and comparable securities. The Fund may use fair value
methods if it is determined that a significant event has occurred after the
close of the exchange or market on which the security trades and prior to
the determination of the Fund's net asset value. Examples of a significant
event might include political or economic news, corporate restructurings,
natural
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 27
disasters, terrorist activity or trading halts. Thus, the valuation of the
Fund's securities may differ significantly from exchange prices and such
differences could be material.
At June 30, 2017, there were no securities that were valued using fair
value methods (other than securities valued using prices supplied by
independent pricing services).
B. Investment Income and Transactions
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, including
interest on income bearing cash accounts, is recorded on the accrual basis.
Dividend and interest income are reported net of unrecoverable foreign
taxes withheld at the applicable country rates.
Security transactions are recorded as of trade date. Gains and losses on
sales of investments are calculated on the identified cost method for both
financial reporting and federal income tax purposes.
C. 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 net taxable income and net realized capital gains, if any, to
its shareowners. Therefore, no provision for federal income taxes is
required. As of December 31, 2016, the Fund did not accrue any interest or
penalties related to uncertain tax positions, which, if applicable, would
be recorded as an income tax expense in the Statement of Operations. Tax
returns filed within the prior three years remain subject to examination by
Federal and State tax authorities.
A portion of the dividend income recorded by the Fund is from distributions
by publicly traded Real Estate Investment Trusts (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 and those determined to
be capital gain are reflected as such on the Statement of Operations.
The amount and character of income and capital gain distributions to
shareowners are determined in accordance with federal income tax rules,
which may differ from U.S. GAAP. Distributions in excess of net investment
28 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
income or net realized gains are temporary overdistributions for financial
statement purposes resulting from differences in the recognition or
classification of income or distributions for financial statement and tax
purposes. Capital accounts within the financial statements are adjusted for
permanent book/tax differences to reflect tax character, but are not
adjusted for temporary differences.
The tax character of current year distributions payable will be determined
at the end of the current taxable year. The tax character of distributions
paid during the year ended December 31, 2016 was as follows:
---------------------------------------------------------------------------
2016
---------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 1,910,803
Long-term capital gain 12,296,365
---------------------------------------------------------------------------
Total $14,207,168
===========================================================================
The following shows the components of distributable earnings on a federal
income tax basis at December 31, 2016:
---------------------------------------------------------------------------
2016
---------------------------------------------------------------------------
Distributable Earnings:
Undistributed long-term capital gain $ 1,777,493
Net unrealized appreciation 61,002,681
---------------------------------------------------------------------------
Total $62,780,174
===========================================================================
The difference between book-basis and tax-basis net unrealized appreciation
is attributable to the tax deferral of losses on wash sales.
D. Fund Shares
The Fund records sales and repurchases of its shares as of trade date.
Amundi Pioneer Distributor, Inc., formerly Pioneer Funds Distributor, Inc.
(PFD), the principal underwriter for the Fund, earned $5,479 in
underwriting commissions on the sale of Class A shares during the six
months ended June 30, 2017.
E. Class Allocations
Income, common expenses and realized and unrealized gains and losses are
calculated at the Fund level and allocated daily to each class of shares
based on its respective percentage of adjusted net assets at the beginning
of the day.
Distribution fees are calculated based on the average daily net asset value
attributable to Class A and Class C shares of the Fund (see Note 4). Class
Y shares do not pay distribution fees. All expenses and fees paid to the
Fund's
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 29
transfer agent for its services are allocated among the classes of shares
based on the number of accounts in each class and the ratable allocation of
related out-of-pocket expenses (see Note 3).
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 and at the same time, except that net
investment income dividends to Class A, Class C and Class Y shares can
reflect different transfer agent and distribution expense rates.
F. Risks
All investments are subject to risk, including the possible loss of
principal. In the past several years, financial markets have experienced
increased volatility, depressed valuations, decreased liquidity and
heightened uncertainty. These conditions may continue, recur, worsen or
spread.
Interest rates in the U.S. recently have been historically low, so the Fund
faces a heightened risk that interest rates may rise. A general rise in
interest rates may cause investors to move out of fixed income securities
on a large scale, which could adversely affect the price and liquidity of
fixed income securities and could also result in increased redemptions from
the Fund.
Because the Fund may invest a substantial portion of its assets in 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
shareowners, 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. The Fund's
prospectus contains unaudited information regarding the Fund's principal
risks. Please refer to that document when considering the Fund's principal
risks.
2. Management Agreement
Amundi Pioneer, formerly PIM 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 up to $1 billion and 0.75% on assets over $1 billion. For the six months
ended June 30, 2017, the effective management fee (excluding waivers and/or
assumption of expenses) was equal to 0.80% of the Fund's daily net assets.
Amundi Pioneer, formerly PIM pays a portion of the management fee it receives
from the Fund to AEW Capital Management, L.P. as compensation for sub-advisory
services to the Fund.
30 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
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 as administrative reimbursements. Included in
"Due to affiliates" reflected on the Statement of Assets and Liabilities is
$29,274 in management fees, administrative costs and certain other
reimbursements payable to Amundi Pioneer, formerly PIM at June 30, 2017.
3. Transfer Agent
Boston Financial Data Services, Inc. serves as the transfer agent to the Fund at
negotiated rates. Transfer agent fees and payables shown on the Statement of
Operations and the Statement of Assets and Liabilities, respectively, include
sub-transfer agent expenses incurred through the Fund's omnibus relationship
contracts.
In addition, the Fund reimbursed the transfer agent for out-of-pocket expenses
incurred by the transfer agent related to shareholder communications activities
such as proxy and statement mailings and outgoing phone calls. For the six
months ended June 30, 2017, such out-of-pocket expenses by class of shares were
as follows:
--------------------------------------------------------------------------------
Shareholder Communications:
--------------------------------------------------------------------------------
Class A $21,749
Class C 4,242
Class Y 221
--------------------------------------------------------------------------------
Total $26,212
================================================================================
4. Distribution Plan
The Fund has adopted a Distribution Plan (the Plan) pursuant to Rule 12b-1 of
the Investment Company Act of 1940 with respect to its Class A and Class C
shares. Pursuant to the Plan, the Fund pays Amundi Pioneer Distributor, Inc.,
formerly PFD 0.25% of the average daily net assets attributable to Class A
shares as compensation for personal services and/or account maintenance services
or distribution services with regard to Class A shares. Pursuant to the Plan,
the Fund also pays Amundi Pioneer Distributor, Inc., formerly PFD 1.00% of the
average daily net assets attributable to Class C shares. The fee for Class C
shares 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 C shares. Included in "Due to
affiliates" reflected on the Statement of Assets and Liabilities is $9,601 in
distribution fees payable to Amundi Pioneer Distributor, Inc., formerly PFD at
June 30, 2017.
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 31
In addition, redemptions of each class of shares (except Class Y shares) may be
subject to a contingent deferred sales charge (CDSC). A CDSC of 1.00% may be
imposed on redemptions of certain net asset value purchases of Class A shares
within 12 months of purchase. Redemptions of Class C shares within 12 months of
purchase are subject to a CDSC of 1.00%, based on the lower of cost or market
value of shares being redeemed. Shares purchased as part of an exchange remain
subject to any CDSC that applied to the original purchase of those shares. There
is no CDSC for Class Y shares. Proceeds from the CDSCs are paid to PFD. For the
six months ended June 30, 2017, CDSCs in the amount of $1,473 were paid to
Amundi Pioneer Distributor, Inc., formerly PFD.
5. Line of Credit Facility
The Fund, along with certain other funds in the Pioneer Family of Funds (the
Funds), participates in a 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 the amount available under the facility or
the limits set for borrowing by the Fund's prospectus and the 1940 Act. The
credit facility in which the Fund participated until February 9, 2016 was in the
amount of $240 million. The credit facility in which the Fund participated until
February 7, 2017, was in the amount of $220 million. Effective February 8, 2017,
the Fund participated in a facility that is in the amount of $25 million. Under
such facility, depending on the type of loan, interest on borrowings is payable
at the London Interbank Offered Rate (LIBOR) plus 0.85% on an annualized basis,
or the Alternate Base Rate, which is the greater of (a) the facility's
administrative agent's daily announced prime rate on the borrowing date, (b) 2%
plus the Federal Funds Rate on the borrowing date and (c) 2% plus the overnight
Eurodollar rate on the borrowing date. The Funds pay an annual commitment fee to
participate in a credit facility. The commitment fee is allocated among
participating Funds based on an allocation schedule set forth in the credit
agreement. For the six months ended June 30, 2017, the Fund had no borrowings
under the credit facility.
32 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
6. Results of Shareholder Meeting
At a special meeting held on June 13, 2017, shareholders of the Fund were asked
to consider the proposals described below. A report of the total votes cast by
the Fund's shareholders follows:
----------------------------------------------------------------------------------------------
For Against Abstain Broker Non-Votes
----------------------------------------------------------------------------------------------
Proposal 1 - To approve 2,537,070.758 66,065.449 54,033.347 676,503.200
a New Management
Agreement with
the Adviser
--------------------------------------------------------------------------------
For Withhold
--------------------------------------------------------------------------------
Proposal 2 - To elect Trustees
--------------------------------------------------------------------------------
David R. Bock 3,106,472.525 227,200.228
--------------------------------------------------------------------------------
Benjamin M. Friedman 3,104,532.777 229,139.976
--------------------------------------------------------------------------------
Margaret B.W. Graham 3,219,740.267 113,932.486
--------------------------------------------------------------------------------
Lisa M. Jones 3,217,050.124 116,622.629
--------------------------------------------------------------------------------
Lorraine H. Monchak 3,222,774.155 110,898.598
--------------------------------------------------------------------------------
Thomas J. Perna 3,107,252.958 226,419.795
--------------------------------------------------------------------------------
Marguerite A. Piret 3,210,495.590 123,177.163
--------------------------------------------------------------------------------
Fred J. Ricciardi 3,108,620.958 225,051.795
--------------------------------------------------------------------------------
Kenneth J. Taubes 3,120,498.844 213,173.909
--------------------------------------------------------------------------------
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 33
Additional Information
Change in Independent Registered Public Accounting Firm
Prior to July 3, 2017 Pioneer Investment Management, Inc. (the "Adviser"), the
Fund's investment adviser, was an indirect, wholly owned subsidiary of UniCredit
S.p.A. ("UniCredit"). On that date, UniCredit completed the sale of its Pioneer
Investments business, which includes the Adviser, to Amundi (the "Transaction").
As a result of the Transaction, the Adviser became an indirect, wholly-owned
subsidiary of Amundi. Amundi is controlled by Credit Agricole S.A. Amundi is
headquartered in Paris, France, and, as of September 30, 2016, had more than
$1.1 trillion in assets under management worldwide.
Deloitte & Touche LLP ("D&T"), the Fund's previous independent registered public
accounting firm, informed the Audit Committee and the Board that it would no
longer be independent with respect to the Fund upon the completion of the
Transaction as a result of certain services being provided to Amundi and Credit
Agricole, and, accordingly, that it intended to resign as the Fund's independent
registered public accounting firm upon the completion of the Transaction. D&T's
resignation was effective on July 3, 2017, when the Transaction was completed.
During the periods as to which D&T has served as the Fund's independent
registered public accounting firm, including the Fund's two most recent fiscal
years preceding the fiscal year ended December 31, 2017, D&T's reports on the
Fund's financial statements have not contained an adverse opinion or disclaimer
of opinion and have not been qualified or modified as to uncertainty, audit
scope or accounting principles. Further, there have been no disagreements with
D&T on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of D&T, would have caused D&T to make reference to the subject
matter of the disagreement in connection with its report on the financial
statements. In addition, there have been no reportable events of the kind
described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange
Act of 1934.
Effective immediately following the completion of the Transaction on July 3,
2017, the Board, acting upon the recommendation of the Audit Committee, engaged
a new independent registered public accounting firm, Ernst & Young LLP ("EY"),
for the Fund's fiscal year ended December 31, 2017.
Prior to its engagement, EY had advised the Fund's Audit Committee that EY had
identified the following matters, in each case relating to services rendered by
other member firms of Ernst & Young Global Limited, all of which are located
outside the United States, to UniCredit and certain of its subsidiaries
34 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
during the period commencing July 1, 2016, that it determined to be inconsistent
with the auditor independence rules set forth by the Securities and Exchange
Commission ("SEC"): (a) project management support services to UniCredit in the
Czech Republic, Germany, Italy, Serbia and Slovenia in relation to twenty-two
projects, that were determined to be inconsistent with Rule 2-01(c)(4)(vi) of
Regulation S-X (management functions); (b) two engagements for UniCredit in
Italy where fees were contingent/success based and that were determined to be
inconsistent with Rule 2-01(c)(5) of Regulation S-X (contingent fees); (c) four
engagements where legal and expert services were provided to UniCredit in the
Czech Republic and Germany, and twenty engagements where the legal advisory
services were provided to UniCredit in Austria, Czech Republic, Italy and
Poland, that were determined to be inconsistent with Rule 2-01(c)(4)(ix) and (x)
of Regulation S-X (legal and expert services); and (d) two engagements for
UniCredit in Italy involving assistance in the sale of certain assets, that were
determined to be inconsistent with Rule 2-01(c)(4)(viii) of Regulation S-X
(broker-dealer, investment advisor or investment banking services). None of the
foregoing services involved the Fund, any of the other Funds in the Pioneer
Family of Funds or any other Pioneer entity sold by UniCredit in the
Transaction.
EY advised the Audit Committee that it had considered the matters described
above and had concluded that such matters would not impair EY's ability to
exercise objective and impartial judgment in connection with the audits of the
financial statements of the Fund under the SEC and Public Company Accounting
Oversight Board independence rules, and that a reasonable investor with
knowledge of all relevant facts and circumstances would reach the same
conclusion. Management and the Audit Committee considered these matters and
discussed the matters with EY and, based upon EY's description of the matters
and statements made by EY, Management and the Audit Committee believe that EY
will be capable of exercising objective and impartial judgment in connection
with the audits of the financial statements of the Fund, and Management further
believes that a reasonable investor with knowledge of all relevant facts and
circumstances would reach the same conclusion.
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 35
Approval of New and Interim Management and Sub-Advisory Agreements
Amundi Pioneer Asset Management, Inc. (Amundi Pioneer), formerly Pioneer
Investment Management, Inc. (PIM), serves as the investment adviser to Pioneer
Real Estate Shares (the Fund) pursuant to an investment management agreement
between Amundi Pioneer and the Fund. Amundi Pioneer has retained AEW Capital
Management, L.P. to serve as the sub-adviser to the Fund pursuant to a
sub-advisory agreement between Amundi Pioneer and the sub-adviser.
On July 3, 2017, Amundi acquired Pioneer Investments, a group of asset
management companies located throughout the world (the "Transaction"). As a
result of the Transaction, Amundi Pioneer became an indirect wholly-owned
subsidiary of Amundi and Amundi's wholly-owned subsidiary, Amundi USA, Inc.
Prior to July 3, 2017, Pioneer Investments was owned by Pioneer Global Asset
Management S.p.A. ("PGAM"), a wholly-owned subsidiary of UniCredit S.p.A.
("UniCredit").
Under the Investment Company Act of 1940, the Fund's investment management
agreement with PIM (the "Current Management Agreement") terminated automatically
upon the consummation of the Transaction. In order for Amundi Pioneer to
continue to manage the Fund after the consummation of the Transaction, the
Trustees and shareholders of the Fund were required to approve a new investment
management agreement for the Fund (the "New Management Agreement"). The current
sub-advisory agreement between Amundi Pioneer and the sub-adviser (the "Current
Sub-Advisory Agreement") also terminated automatically upon the consummation of
the Transaction. Amundi Pioneer has received an order from the Securities and
Exchange Commission that permits Amundi Pioneer, subject to the approval of the
Fund's Trustees, to enter into a new sub-advisory agreement with the sub-adviser
(the "New Sub-Advisory Agreement") without shareholder approval.
As discussed below, the Board of Trustees of the Fund approved the New
Management Agreement and the New Sub-Advisory Agreement at a meeting held on
March 6-7, 2017. The New Management Agreement was approved by the shareholders
of the Fund at a meeting held on June 13, 2017. The Board of Trustees of the
Fund also approved an interim investment management agreement between Amundi
Pioneer and the Fund (the "Interim Management Agreement") and an interim
sub-advisory agreement between Amundi Pioneer and the sub-adviser (the "Interim
Sub-Advisory Agreement") at the March 6-7, 2017 meeting. The Interim Management
Agreement and the Interim Sub-Advisory Agreement would have taken effect upon
the closing of the Transaction in the event that the shareholders of the Fund
did not approve the New Management Agreement.
36 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
Board Evaluation of the New and Interim Management and Sub-Advisory Agreements
The Board evaluated the Transaction and the New and Interim Management and
Sub-Advisory Agreements. In connection with their evaluation of the Transaction
and the agreements, the Trustees requested such information as they deemed
reasonably necessary, including: (a) the structure of the Transaction and the
strategy underlying the Transaction; (b) the anticipated benefits of the
Transaction to the Fund and its shareholders; (c) the post-Transaction plans for
Amundi Pioneer, including Amundi's plans for integration of Pioneer Investments
and Amundi Pioneer with its existing asset management businesses and plans for
the future development of Amundi Pioneer; (d) the effect of the Transaction on
the ongoing services provided to the Fund, including the need to select a new
independent registered public accounting firm for the Fund, and any plans to
modify the operations of the Fund; (e) the stability and continuity of Amundi
Pioneer's management and key employees, including compensation and benefits to
Amundi Pioneer's key employees, and retention plans and incentive plan
structure; (f) the post-Transaction indebtedness and financial resources of
Amundi Pioneer; (g) Amundi's legal and operational structure, its principal
shareholders and senior management, its investment management, risk management,
administrative, legal and compliance functions; (h) certain regulatory matters
relating to Amundi's affiliates; and (i) Amundi's commitment to the United
States, including the role of Amundi Pioneer in the larger Amundi business.
The Trustees also requested and obtained the following information in connection
with their evaluation of the Transaction and the agreements: (i) memoranda
provided by Fund counsel that summarized the legal standards and other
considerations that are relevant to the Trustees in their deliberations
regarding the New Management Agreement and the New Sub-Advisory Agreement; (ii)
the qualifications of the investment management teams for the Fund, as well as
the level of investment by the Fund's portfolio managers in the Fund; (iii) the
Fund's management fees and total expense ratios, the financial statements of
Amundi Pioneer and its pre- and post-Transaction parent companies, profitability
analyses from Amundi Pioneer, and analyses from Amundi Pioneer as to possible
economies of scale; (iv) the profitability of the institutional business of
Amundi Pioneer and Amundi Pioneer's affiliate, Amundi Pioneer Institutional
Asset Management, Inc. ("Amundi Pioneer Institutional") as compared to that of
Amundi Pioneer's fund management business; and (v) the differences between the
fees and expenses of the Fund and the fees and expenses of Amundi Pioneer's and
Amundi Pioneer Institutional's institutional accounts, as well as the different
services provided by Adviser to the Fund and by Amundi Pioneer and Amundi
Pioneer Institutional to the institutional accounts. In addition, the Trustees
considered the information
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 37
provided at regularly scheduled meetings throughout the year regarding the
Fund's performance and risk attributes, including through meetings with
investment management personnel, and took into account other information related
to the Fund provided to the Trustees at regularly scheduled meetings. The
Trustees also considered information they had received in their review of the
continuance of the Current Management Agreement and the Current Sub-Advisory
Agreement in September 2016.
At meetings held on January 9, 2017 and January 10, 2017, the Trustees met with
representatives of Amundi and PGAM, including separate meetings of the Trustees
who are not "interested persons" of the Fund Complex ("Independent Trustees")
and counsel with representatives of Amundi and PGAM, and subsequently with
representatives of Amundi. In those meetings, they received an extensive
presentation from the representatives of Amundi, including the chief executive
officer of Amundi, describing Amundi's background and history, its global asset
management activities, the growth of its business, and its status as the largest
asset management firm in Europe and one of the largest globally; its capital
structure and financial resources, including information as to the financing of
the Transaction; its principal investors, including its majority investor Credit
Agricole S.A., and Credit Agricole's long-term commitment to the asset
management business; the philosophy and strategy underlying the Transaction and
the complementarity of Amundi's and Pioneer Investments' respective asset
management businesses; Amundi's various operating and investment committees and
how they would likely interact with Amundi Pioneer; the proposed integration
process, including the progress to date and the establishment of various
integration work streams; Amundi's plans for management of Amundi Pioneer;
Amundi's philosophy as to compensation of key employees and its general
intentions with respect to incentive plans for key employees of Amundi Pioneer;
Amundi's preliminary plans to achieve cost and other synergies; and
opportunities to further develop the business of Amundi Pioneer and Amundi
Pioneer Institutional, including in the area of institutional asset management,
and how that would benefit shareholders of the Pioneer Funds.
In those meetings, the representatives of Amundi confirmed their intention that
the Chief Executive Officer and Chief Investment Officer of Amundi Pioneer would
remain in their current positions, and confirmed that they do not currently
foresee major changes in the day-to-day investment management operations of
Amundi Pioneer with respect to the Fund as a direct result of the Transaction.
They discussed incentive arrangements for key personnel that would continue
after the closing of the Transaction and their plans to establish a new
long-term incentive plan following the closing. They also generally discussed
ways in which Amundi Pioneer could potentially draw on the expanded global
resources of Amundi post-Transaction. At those meetings, the Independent
Trustees identified certain areas to which they requested further information,
including as
38 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
to trading and execution of securities transactions, research and portfolio
management and potential changes in investment process, particularly where asset
classes managed by Amundi Pioneer would overlap with asset classes managed by
Amundi, the continued availability of resources currently at Pioneer Investments
or elsewhere within Amundi to assist in management of certain Funds, and any
anticipated significant changes in operations. The Independent Trustees
considered the uncertainty as to whether the Fund's independent registered
public accounting firm could continue to act in that capacity after the closing
of the Transaction. The Independent Trustees also met with counsel to review the
information they had received to date and to discuss next steps.
Subsequently, the Trustees received further information from Amundi, including
written responses to questions raised by the Independent Trustees, and received
from Amundi Pioneer the information requested of it. The Independent Trustees
reviewed the information provided with counsel at telephonic meetings held on
February 16, 2017 and February 27, 2017. The Trustees held a special in-person
Board meeting on March 6-7, 2017 for further consideration of the New Management
Agreements, the Interim Management Agreements and the Transaction. The Trustees
met again with senior executives of Amundi at the March 6-7, 2017 meeting.
At the March 6-7, 2017 meeting, based on their evaluation of the information
provided by Amundi Pioneer, the sub-adviser and Amundi, the Trustees including
the Independent Trustees voting separately, approved the New Management
Agreement, New Sub-Advisory Agreement, Interim Management Agreement and Interim
Sub-Advisory Agreement. In considering the New Management Agreement and the New
Sub-Advisory Agreement, the Trustees considered various factors that they
determined were relevant, including the factors described below. The Trustees
did not identify any single factor as the controlling factor in their
determinations. The Trustees considered the same factors with respect to the
Interim Management Agreement and Interim Sub-Advisory Agreement.
Nature, Extent and Quality of Services
The Trustees considered the nature, extent and quality of the services that had
been provided by Amundi Pioneer and the sub-adviser to the Fund and that are
expected to be provided by Amundi Pioneer and the sub-adviser to the Fund
following the consummation of the Transaction. The Trustees reviewed the terms
of the New Management Agreement, and noted that such terms are substantially
similar to the terms of the Current Management Agreement, except for different
execution dates, effective dates and termination dates. The Trustees also
reviewed the terms of the New Sub-Advisory Agreement, and noted that such terms
are substantially similar to the terms of the Current Sub-Advisory Agreement,
except for different execution dates, effective dates and termination dates. The
Trustees
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 39
reviewed the sub-adviser's investment approach for the Fund and its research
process. The Trustees considered the resources of Amundi Pioneer and the sub-
adviser and the personnel of Amundi Pioneer and the sub-adviser who provide
investment management services to the Fund. They also reviewed the amount of
non-investment resources and personnel of Amundi Pioneer that are involved in
Amundi Pioneer's services to the Fund, including Amundi Pioneer's compliance and
legal resources and personnel. The Trustees noted the substantial attention and
high priority given by Amundi Pioneer's senior management to the Pioneer Fund
complex. The Trustees further considered differences in services that had been
provided by Amundi Pioneer and the sub-adviser to the Fund and that are expected
to be provided by Amundi Pioneer and the sub-adviser to the Fund.
The Trustees considered that Amundi Pioneer supervises and monitors the
performance of the Fund's service providers (including the sub-adviser) and
provides the Fund with personnel (including Fund officers) and other resources
that are necessary for the Fund's business management and operations and that
Amundi Pioneer and the sub-adviser would continue to provide those investment
management and research services and resources to the Fund following the
consummation of the Transaction. The Trustees also considered that, as
administrator, Amundi Pioneer would continue to be responsible for the
administration of the Fund's business and other affairs. The Trustees considered
the fees to be paid to Amundi Pioneer for the provision of administration
services.
The Trustees considered that Deloitte & Touche LLP informed the Board that it
would no longer be independent with respect to the Fund upon the completion of
the Transaction and, accordingly, that it would be necessary for the Board to
engage a new independent registered public accounting firm for the Fund.
The Trustees considered that the Transaction was not expected to have a material
adverse impact on the nature, scope and overall quality of services provided to
the Fund and its shareholders, including investment management, risk management,
administrative, compliance, legal and other services, as a result of the
Transaction.
In that regard, the Trustees considered that Amundi is one of the largest asset
managers globally, and that Amundi Pioneer may have access to additional
research and portfolio management capabilities as a result of the Transaction
and that Amundi Pioneer, as part of Amundi, is expected to have an enhanced
global presence that may contribute to an increase in the overall scale and
resources of Amundi Pioneer. Furthermore, in considering whether the Transaction
would be expected to have a material adverse impact on the nature, scope and
overall quality of services provided to the Fund and its shareholders, the
Trustees considered the statements by representatives of Amundi that they expect
the Chief Executive Officer and Chief Investment Officer of Amundi Pioneer to
remain in their current positions and that they do not currently foresee major
40 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
changes in the day-to-day investment management operations of Amundi Pioneer as
a direct result of the Transaction, or the risk management, legal or compliance
services provided by Amundi Pioneer, with respect to the Fund. They further
considered the current incentive arrangements for key personnel of Amundi
Pioneer that would continue after the closing of the Transaction. They also
noted Amundi's stated intention to establish a new long-term incentive plan
following the closing.
The Trustees also took into account their experience in evaluating the proposed
combination of Pioneer Investments and Santander Asset Management, which was
announced in September, 2014 and abandoned in July, 2016. In light of, among
other things, this experience, the Trustees determined that they were not able
to identify any realistic alternatives to approving the New Management Agreement
that would provide the level of services to the Fund and its shareholders that
are expected to be provided by Amundi Pioneer after the closing of the
Transaction.
Based on these considerations, the Trustees concluded that the nature, extent
and quality of services that each of Amundi Pioneer and the sub-adviser would
continue to provide to the Fund following the consummation of the Transaction
would be satisfactory and consistent with the terms of the New Management
Agreement and the New Sub-Advisory Agreement, respectively.
Performance of the Fund
In considering the Fund's performance, the Trustees regularly reviewed and
discussed throughout the year data prepared by Amundi Pioneer and information
comparing the Fund's performance with the performance of its peer group of
funds, as classified by each of Morningstar, Inc. (Morningstar) and Lipper, and
the performance of the Fund's benchmark index. They also discussed the Fund's
performance with Amundi Pioneer and the sub-adviser on a regular basis.
The Trustees' regular reviews and discussions were factored into the Trustees'
deliberations concerning the approval of the New Management Agreement and the
New Sub-Advisory Agreement.
Management Fee and Expenses
The Trustees noted that the stated management fees to be paid by the Fund are
identical under the Current Management Agreement and the New Management
Agreement. The Trustees also noted that the stated sub-advisory fees to be paid
by Amundi Pioneer to the sub-adviser are identical under the Current
Sub-Advisory Agreement and the New Sub-Advisory Agreement.
The Trustees considered information showing the fees and expenses of the Fund in
comparison to the management fees and expense ratios of its peer group of funds
as classified by Morningstar and also to the expense ratios of a peer group
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 41
of funds selected on the basis of criteria determined by the Independent
Trustees for this purpose using data provided by Strategic Insight Mutual Fund
Research and Consulting, LLC (Strategic Insight), an independent third party. In
all quintile rankings referred to below, first quintile is most favorable to the
Fund's shareowners. To the extent applicable, the Trustees also considered the
impact of transfer agency, sub-transfer agency, and other non-management fee
expenses on the expense ratios of the Fund. The Trustees noted that they
separately review the Fund's transfer agency, sub-transfer agency and
intermediary arrangements and that the results of the most recent such review
were considered in the consideration of the Fund's expense ratio.
In considering the Fund's management fee and expense ratio, the Trustees also
considered that Amundi Pioneer, not the Fund, paid the sub-adviser pursuant to
each of the Current Sub-Advisory Agreement and the New Sub-Advisory Agreement.
The Trustees evaluated both the fee under New Sub-Advisory Agreement and the
portion of the fee under the New Management Agreement to be retained by Amundi
Pioneer. The Trustees considered that the Fund's management fee as of September
30, 2016 was in the third quintile relative to the management fees paid by other
funds in its Morningstar category for the comparable period. The Trustees also
considered the breakpoint in the management fee schedule and the reduced fee
rate above a certain asset level. The Trustees considered that the expense ratio
of the Fund's Class A shares as of September 30, 2016 was in the fourth quintile
relative to its Morningstar category and in the third quintile relative to its
Strategic Insight peer group, in each case for the comparable period. The
Trustees noted the impact of expenses relating to small accounts and omnibus
accounts on transfer and sub-transfer agency expenses generally. The Trustees
also considered information showing significant expense reimbursements by the
sponsors of the other funds in the peer groups. The Trustees reviewed management
fees charged by the sub-adviser to its other clients. The Trustees noted that
the sub-advisory fees paid to the sub-adviser with respect to the Fund were
within the range of the fee rates charged by the sub-adviser to its other
clients.
The Trustees reviewed management fees charged by Amundi Pioneer and Amundi
Pioneer Institutional to institutional and other clients, including publicly
offered European funds sponsored by Amundi Pioneer's affiliates, unaffiliated
U.S. registered investment companies (in a sub-advisory capacity), and
unaffiliated foreign and domestic separate accounts. The Trustees also
considered Amundi Pioneer's costs in providing services to the Fund and Amundi
Pioneer's and Amundi Pioneer Institutional's costs in providing services to the
other clients and considered the differences in management fees and profit
margins for fund and non-fund services. In evaluating the fees associated with
Amundi Pioneer's and Amundi Pioneer Institutional's client accounts, the
Trustees took into account the
42 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
respective demands, resources and complexity associated with the Fund and other
client accounts. The Trustees noted that in some instances the fee rates for
those clients were lower than the management fee for the Fund and considered
that, under both the Current Management Agreement and the New Management
Agreement, Amundi Pioneer would perform additional services for the Fund that it
does not provide to those other clients or services that are broader in scope,
including oversight of the Fund's other service providers and activities related
to compliance and the extensive regulatory and tax regimes to which the Fund is
subject. The Trustees also considered the different risks associated with Amundi
Pioneer's management of the Fund and Amundi Pioneer's and Amundi Pioneer
Institutional's management of the other client accounts.
The Trustees reviewed management fees charged by the sub-adviser to its other
clients. The Trustees noted that the sub-advisory fees paid to the sub-adviser
with respect to the Fund were within the range of the fee rates charged by the
Sub-Adviser to its other clients.
The Trustees concluded that the management fee payable by the Fund to Amundi
Pioneer, as well as the fees payable by Amundi Pioneer to the sub-adviser, were
reasonable in relation to the nature and quality of the services to be provided
by Amundi Pioneer and the sub-adviser to the Fund.
Profitability
The Trustees considered information provided by Amundi Pioneer regarding the
profitability of Amundi Pioneer with respect to the advisory services provided
by Amundi Pioneer to the Fund, including the methodology used by Amundi Pioneer
in allocating certain of its costs to the management of the Fund. The Trustees
also considered Amundi Pioneer's profit margin in connection with the overall
operation of the Fund. They further reviewed the financial results, including
the profit margins, realized by Amundi Pioneer and Amundi Pioneer Institutional
from non-fund businesses. The Trustees considered Amundi Pioneer's profit
margins with respect to the Fund in comparison to the limited industry data
available and noted that the profitability of any adviser was affected by
numerous factors, including its organizational structure and method for
allocating expenses. The Trustees concluded that Amundi Pioneer's profitability
with respect to the management of the Fund was not unreasonable.
Economies of Scale
The Trustees considered Amundi Pioneer's views relating to economies of scale in
connection with the Pioneer Funds as fund assets grow and the extent to which
any such economies of scale are shared with the Fund and Fund shareholders. The
Trustees recognize that economies of scale are difficult to identify and
quantify, and that, among other factors that may be relevant, are the following:
fee levels, expense subsidization, investment by Amundi Pioneer in research and
analytical capabilities and Amundi Pioneer's commitment and resource allocation
to the
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 43
Fund. The Trustees noted that profitability also may be an indicator of the
availability of any economies of scale, although profitability may vary for
other reasons including due to reductions in expenses. The Trustees concluded
that economies of scale, if any, were being appropriately shared with the Fund.
Other Benefits
The Trustees considered the other benefits that each of Amundi Pioneer and the
sub-adviser enjoys from its relationship with the Fund. The Trustees considered
the character and amount of fees paid or to be paid by the Fund, other than
under the Current Management Agreement or the New Management Agreement, for
services provided by Amundi Pioneer and its affiliates. The Trustees further
considered the revenues and profitability of Amundi Pioneer's businesses other
than the Fund business. To the extent applicable, the Trustees also considered
the benefits to the Fund and to Amundi Pioneer and its affiliates from the use
of "soft" commission dollars generated by the Fund to pay for research and
brokerage services.
The Trustees considered that following the completion of the Transaction, Amundi
Pioneer will be the principal U.S. asset management business of Amundi, and that
Amundi's worldwide asset management business will manage over $1.38 trillion in
assets (including the Pioneer Funds). This may create opportunities for Amundi
Pioneer, Amundi Pioneer Institutional and Amundi that derive from Amundi
Pioneer's relationships with the Fund, including Amundi's ability to market the
services of Amundi Pioneer globally. The Trustees noted that Amundi Pioneer may
have access to additional research capabilities as a result of the Transaction
and Amundi's enhanced global presence that may contribute to an increase of the
overall scale of Amundi Pioneer. The Trustees considered that Amundi Pioneer and
the Fund are expected to receive reciprocal intangible benefits from the
relationship, including mutual brand recognition and, for the Fund, direct and
indirect access to the resources of a large global asset manager. The Trustees
concluded that any such benefits received by Amundi Pioneer as a result of its
relationship with the Fund were reasonable.
Conclusion
After consideration of the factors described above as well as other factors, the
Trustees, including the Independent Trustees, concluded that the New Management
Agreement and the Interim Management Agreement for the Fund, including the fees
payable thereunder, were fair and reasonable and voted to approve the New
Management Agreement and the Interim Management Agreement, and to recommend that
shareholders approve the New Management Agreement. The Trustees, including the
Independent Trustees, also concluded that the New Sub-Advisory Agreement and the
Interim Sub-Advisory agreement, including the fees payable thereunder, were fair
and reasonable and voted to approve the New Sub-Advisory Agreement and the
Interim Sub-Advisory Agreement.
44 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
Trustees, Officers and Service Providers
Trustees Officers
Thomas J. Perna, Chairman Lisa M. Jones, President and Chief
David R. Bock Executive Officer
Benjamin M. Friedman Mark E. Bradley, Treasurer and
Margaret B.W. Graham Chief Financial Officer
Lisa M. Jones Christopher J. Kelley, Secretary and
Lorraine H. Monchak Chief Legal Officer
Marguerite A. Piret
Fred J. Ricciardi
Kenneth J. Taubes
Investment Adviser and Administrator
Amundi Pioneer Asset Management, Inc., formerly
Pioneer Investment Management, Inc.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Principal Underwriter
Amundi Pioneer Distributor, Inc., formerly
Pioneer Funds Distributor, Inc.
Legal Counsel
Morgan, Lewis & Bockius LLP
Shareowner Services and Transfer Agent
Boston Financial Data Services, Inc.
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.amundipioneer.com. This information is also available on the Securities
and Exchange Commission's web site at www.sec.gov.
Pioneer Real Estate Shares | Semiannual Report | 6/30/17 45
This page is for your notes.
46 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
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Pioneer Real Estate Shares | Semiannual Report | 6/30/17 47
This page is for your notes.
48 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
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Pioneer Real Estate Shares | Semiannual Report | 6/30/17 49
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50 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
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Pioneer Real Estate Shares | Semiannual Report | 6/30/17 51
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52 Pioneer Real Estate Shares | Semiannual Report | 6/30/17
How to Contact Amundi 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
Write to us:
--------------------------------------------------------------------------------
Amundi Pioneer
P.O. Box 55014
Boston, Massachusetts 02205-5014
Our toll-free fax 1-800-225-4240
Our internet e-mail address ask.amundipioneer@amundipioneer.com
(for general questions about Amundi Pioneer only)
Visit our web site: www.amundipioneer.com
This report must be preceded or accompanied by a prospectus.
The Fund files a complete schedule of investments with the Securities and
Exchange Commission for the first and third quarters for each fiscal year on
Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's
web site at http://www.sec.gov. The filed form may also be viewed and copied at
the Commission's Public Reference Room in Washington, DC. Information regarding
the operations of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
[LOGO] Amundi Pioneer
==============
ASSET MANAGEMENT
Amundi Pioneer Asset Management, Inc.
60 State Street
Boston, MA 02109
www.amundipioneer.com
Securities offered through Amundi Pioneer Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
(C) 2017 Amundi Pioneer Asset Management 19407-12-0817
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 12(a)(1), 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 (see attachment);
(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.
N/A
(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.
N/A
(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.
N/A
(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.
N/A
(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 recognize 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 recognize 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 accountants 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 registrants accountant
for services rendered to the registrant, and rendered to the registrants
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.
N/A
(h) Disclose whether the registrants audit committee of the board of trustees
has considered whether the provision of non-audit services that were rendered to
the registrants 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.
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.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
(a) If the registrant is a listed issuer as defined in Rule 10A-3
under the Exchange Act (17 CFR 240.10A-3), state whether
or not the registrant has a separately-designated standing
audit committee established in accordance with Section
3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).
If the registrant has such a committee, however designated,
identify each committee member. If the entire board of directors
is acting as the registrant's audit committee as specified in
Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)),
so state.
N/A
(b) If applicable, provide the disclosure required by Rule 10A-3(d)
under the Exchange Act (17 CFR 240.10A-3(d)) regarding an exemption
from the listing standards for audit committees.
N/A
ITEM 6. SCHEDULE OF INVESTMENTS.
File Schedule of Investments in securities of unaffiliated issuers
as of the close of the reporting period as set forth in 210.1212
of Regulation S-X [17 CFR 210.12-12], unless the schedule is
included as part of the report to shareholders filed under Item
1 of this Form.
Included in Item 1
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. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) If the registrant is a closed-end management investment company that
is filing an annual report on this Form N-CSR,provide the following
information:
(1) State the name, title, and length of service of the person or persons
employed by or associated with the registrant or an investment adviser
of the registrant who are primarily responsible for the day-to-day management
of the registrant's portfolio ("Portfolio Manager"). Also state each Portfolio
Manager's business experience during the past 5 years.
Not applicable to open-end management investment companies.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT
INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) If the registrant is a closed-end management investment company,
in the following tabular format, provide the information specified in
paragraph (b) of this Item with respect to any purchase made by or on
behalf of the registrant or any affiliated purchaser, as defined in
Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of
shares or other units of any class of the registrant's equity securities
that is registered by the registrant pursuant to Section 12 of the
Exchange Act (15 U.S.C. 781).
Not applicable to open-end management investment companies.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Describe any material changes to the procedures by which shareholders
may recommend nominees to the registrant's board of directors, where
those changes were implemented after the registrant last provided
disclosure in response to the requirements of Item 407(c)(2)(iv) of
Regulation S-R(17 CFR 229.407)(as required by Item 22(b)(15))
of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the
shareholders may recommend nominees to the registrant's board of
directors since the registrant last provided disclosure in response
to the requirements of Item 407(c)(2)(iv) of Regulation S-R of Schedule 14(A)
in its definitive proxy statement, or this item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant's principal executive and
principal financials officers, or persons performing similar functions,
regarding the effectiveness of the registrant's disclosure
controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR
270.30a-3(c))) as of a date within 90 days of the filing date of the report
that includes the disclosure required by this paragraph,
based on the evaluation of these controls and procedures required by Rule
30a-3(b) under the Act (17 CFR 270.30(a)-3(b) and Rules 13a-15(b) or 15d-15(b)
under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The registrant's principal executive officer
and principal financial officer have
concluded that the registrant's disclosure
controls and procedures are effective based
on the evaluation of these controls and
procedures as of a date within 90 days of the
filing date of this report.
(b) Disclose any change in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d)) that
occured during the second fiscal quarter of the period covered by this report
that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting.
There were no significant changes in the
registrant's internal control over financial
reporting that occurred during the second
fiscal quarter of the period covered by this
report that have materially affected, or are
reasonably likely to materially affect, the
registrant's internal control over financial
reporting.
The registrant's principal executive officer and principal financial
officer, however, voluntarily are reporting the following information:
In August of 2006 the registrant's investment adviser
enhanced its internal procedures for reporting performance
information required to be included in prospectuses.
Those enhancements involved additional internal controls
over the appropriateness of performance data
generated for this purpose. Such enhancements were made
following an internal review which identified
prospectuses relating to certain classes of shares of
a limited number of registrants where, inadvertently,
performance information not reflecting the deduction of
applicable sales charges was included. Those prospectuses
were revised, and the revised prospectuses were distributed to
shareholders.
ITEM 12. EXHIBITS.
(a) File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(1) 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.
(2) A separate certification for each principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2(a) under the Act
(17 CFR 270.30a-2(a)) , exactly as set forth below:
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/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date August 29, 2017
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/ Lisa M. Jones
Lisa M. Jones, President & Chief Executive Officer
Date August 29, 2017
By (Signature and Title)* /s/ Mark E. Bradley
Mark E. Bradley, Treasurer & Chief Accounting & Financial Officer
Date August 29, 2017
* Print the name and title of each signing officer under his or her signature.