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, Amundi Pioneer Asset 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, 2019 through June 30, 2019
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, 2019
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Ticker Symbols:
Class A PWREX
Class C PCREX
Class Y PYREX
Beginning in February 2021, as permitted by regulations adopted by the
Securities and Exchange Commission, paper copies of the Fund's shareholder
reports like this one will no longer be sent by mail, unless you specifically
request paper copies of the reports from the Fund or from your financial
intermediary, such as a broker-dealer, bank or insurance company. Instead, the
reports will be made available on the Fund's website, and you will be notified
by mail each time a report is posted and provided with a website link to access
the report.
If you already elected to receive shareholder reports electronically, you will
not be affected by this change and you need not take any action. You may elect
to receive shareholder reports and other communications electronically by
contacting your financial intermediary or, if you invest directly with the
Fund, by calling 1-800-225-6292.
You may elect to receive all future reports in paper free of charge. If you
invest directly with the Fund, you can inform the Fund that you wish to
continue receiving paper copies of your shareholder reports by calling
1-800-225-6292. If you invest through a financial intermediary, you can contact
your financial intermediary to request that you continue to receive paper
copies of your shareholder reports. Your election to receive reports in paper
will apply to all funds held in your account if you invest through your
financial intermediary or all funds held within the Pioneer Fund complex if you
invest directly.
[LOGO] Amundi Pioneer
==============
ASSET MANAGEMENT
visit us: www.amundipioneer.com/us
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
Trustees, Officers and Service Providers 34
Pioneer Real Estate Shares | Semiannual Report | 6/30/19 1
President's Letter
Since 1928, active portfolio management based on in-depth, fundamental
research, has been the foundation of Amundi Pioneer's investment approach. We
believe an active management investment strategy is a prudent approach to
investing, especially during periods of market volatility, which can result
from any number of risk factors, including slow U.S. economic growth, rising
interest rates, and geopolitical factors. Of course, in today's global economy,
risk factors extend well beyond U.S. borders. In fact, it's not unusual for
political and economic issues on the international front to cause or contribute
to volatility in U.S. markets.
At Amundi Pioneer, each security under consideration is researched by our team
of experienced investment professionals, who communicate directly with the
management teams of those companies. At the end of this research process, if we
have conviction in a company's business model and management team, and regard
the security as a potentially solid investment opportunity, an Amundi Pioneer
portfolio manager makes an active decision to invest in that security. The
portfolio resulting from these decisions represents an expression of his or her
convictions, and strives to balance overall risk and return opportunity.
As an example, the Standard & Poor's 500 Index -- the predominant benchmark for
many U.S. Large-Cap Core Equity funds -- has 500 stocks. An Amundi Pioneer
portfolio manager chooses to invest in only those companies that he or she
believes can offer the most attractive opportunities to pursue the fund's
investment objective, thus potentially benefiting the fund's shareowners. This
process results in a portfolio that does not own all 500 stocks, but a much
narrower universe.
The same active decision to invest in a company is also applied when we decide
to sell a security, either due to changing fundamentals, valuation concerns, or
market risks. We apply this active decision-making across all of our equity,
fixed-income, and global portfolios.
Today, as investors, we have many options. It is our view that active
management can serve shareholders well not only when markets are thriving, but
also during periods of market volatility and uncertainty, thus making it a
compelling investment choice. As you consider the many choices today, 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.
2 Pioneer Real Estate Shares | Semiannual Report | 6/30/19
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 U.S.
Amundi Pioneer Asset Management USA, Inc.
June 30, 2019
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 | 6/30/19 3
Portfolio Management Discussion | 6/30/19
In the following interview, Raymond Haddad discusses the market environment for
real estate investment trusts (REITs) and other real estate-related
investments, and the factors that influenced the performance of the Pioneer
Real Estate Shares (the Fund) during the six-month period ended June 30, 2019.
Mr. Haddad, a vice president and portfolio manager at Amundi Pioneer Asset
Management, Inc. (Amundi Pioneer), is responsible for the day-to-day management
of the Fund.
Q How did the Fund perform during the six-month period ended June 30, 2019?
A Pioneer Real Estate Shares Class A shares returned 18.72% at net asset
value during the six-month period ended June 30, 2019, while the Fund's
benchmark, the Morgan Stanley Capital International (MSCI) U.S. REIT Index
(the MSCI Index)1, returned 17.77%. During the same six-month period, the
average return of the 267 mutual funds in Morningstar's Real Estate Funds
Category was 18.33%.
Q How would you describe the market environment for REIT investors during
the six-month period ended June 30, 2019?
A The six-month reporting period was a very rewarding time to be invested in
equities, as investors applauded the prospects of easier monetary policy
from the U.S. Federal Reserve (the Fed) and optimism about at least some
resolution to the U.S.-China trade dispute. The U.S. stock market, as
measured by the Standard & Poor's 500 Index (the S&P 500), returned more
than 18.5% for the six-month period, representing the S&P 500's best
first- half performance in a calendar year since 1997.
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.
4 Pioneer Real Estate Shares | Semiannual Report | 6/30/19
After implementing four interest-rate hikes in 2018, the Fed became
increasingly dovish in its outlook and put further rate increases on hold
amidst growing global and domestic economic uncertainty during the first
half of 2019. At its June 2019 meeting, just before period-end, the Fed
declined to cut its benchmark rate, but left the door open for such a move
at a future meeting date. The Fed's June commentary also noted that U.S.
economic growth had slowed from "solid" to "moderate," and that it would
reduce interest rates if market conditions warranted. As a result, the
bellwether 10-year U.S. Treasury yield fell to historically low levels.
While the Fed's shift in tone with regard to interest rates contributed to
rising equity prices during the period, the rally was not without
heightened market volatility. In May, investor optimism briefly faded when
U.S.-China trade talks hit an impasse and both countries imposed a new
round of tariffs. In addition, the Trump administration threatened to
place tariffs on Mexican goods unless that country stepped up its efforts
to curb the flow of illegal immigrants into the United States. As a
result, prices of equities and other riskier asset prices tumbled that
month. Both issues cooled down in June, however, when the Mexican
government quickly responded to the U.S. tariff threat by agreeing to
intensify its efforts with regard to slowing migrant traffic heading
north, and the U.S. and China agreed to suspend new tariffs and resume
trade negotiations. Those actions spurred a strong June rebound in the
equity market, as the S&P 500 returned more than 7% for the final month of
the six-month period.
The positive developments in the trade environment, combined with rising
investor expectations for interest-rate cuts by the Fed as early as the
summer of 2019, contributed to a hospitable environment for real estate
investment trusts (REITs), which finished the six-month period with a
strong 17.77% return.
Q Which strategies or investments aided the Fund's benchmark-relative
performance during the six-month period ended June 30, 2019?
A For the six-month reporting period, the Fund outperformed the MSCI Index,
with strong absolute and benchmark-relative performance driven by positive
sector allocation and stock selection results. With the U.S. economy in
its late-cycle phase, we continued to focus on investments in the higher-
quality, growth-oriented subsectors of the REIT market, where we believe
long-term secular drivers of growth have justified the relatively higher
stock valuations in those areas. The secular themes included e-Commerce
(warehouses) and apartment REITs, sectors that benefited from favorable
supply/demand dynamics during the six-month period and contributed
positively to the Fund's benchmark-relative results.
Pioneer Real Estate Shares | Semiannual Report | 6/30/19 5
Within the apartment subsector, however, we changed the portfolio's
emphasis from German housing to U.S.-manufactured housing rentals. As part
of the strategy, we reduced the Fund's overweight exposures to the
Deutsche Wohnen and Vonovia REITs toward the end of the period, given
efforts by politicians in Germany to draft legislation that would limit
rent increases. Prior to that development, the two companies had been
benefiting from a loosening of rent-control policies aimed at stimulating
increased housing construction in a German housing market starved for new
supply. The proposed law had not yet been passed by the close of the
six-month period; however, given the uncertainty, we still decided to
reduce the size of the Fund's positions in the two stocks.
We reinvested the proceeds in the manufactured housing rental market,
where we found better value compared to the more widely followed apartment
REIT sector. The manufactured housing rental market leases land to renters
who then buy relatively inexpensive prefabricated homes to build on the
land. Positions in Sun Communities and Equity Lifestyle, which performed
very well for the period and benefited the Fund's benchmark-relative
performance, exemplify our strategy in the subsector.
Another strategy that contributed positively to the Fund's
benchmark-relative results during the period was our decision to avoid
exposure to lodging REITs. The lodging sector underperformed the market
for the period due to oversupply, which led to weak pricing and more tepid
growth prospects in the hotel sector.
Lastly, we continued to minimize the Fund's exposure to retail REITs. We
have been cautious about the retail subsector for some time, due to our
concerns that sales at traditional "brick and mortar" retail stores were
being eclipsed by e-Commerce. Shrinking mall traffic has led to downsizing
and bankruptcies of some high-profile retailers, thus limiting the pricing
power of landlords as well as the occupancy levels of the properties.
Q Which strategies or investments detracted from the Fund's
benchmark-relative performance during the six-month period ended June 30,
2019?
A From a sector allocation perspective, data centers performed well during
the reporting period. However, our decision to reduce the portfolio's
weighting in the sector worked against us and detracted from the Fund's
benchmark-relative returns. We were concerned that the leasing activities
of
6 Pioneer Real Estate Shares | Semiannual Report | 6/30/19
hyper-scale tech companies would hurt the data-center REIT group in 2019,
after the sector's very strong performance in 2018. Accordingly, we sold
the Fund's position in Digital Realty, while maintaining an overweight
position in Equinix.
With regard to individual detractors, the Fund's underweight position in
Welltower, a REIT that invests in senior housing, assisted living, and
memory-care communities, was a drag on benchmark-relative returns. The
stock actually performed very well during the period, but as part of our
broader strategy within the health care subsector, we have been
underweighting the portfolio to senior housing communities such as
Welltower because of oversupply issues relative to demand. While we
believe aging demographics make senior housing communities an attractive
secular theme over the longer term, we are waiting for the supply overhang
to dissipate, and for demand/supply dynamics to come into balance.
Additionally, the portfolio's lack of exposure to Ventas, a REIT
specializing in health care facilities, also weighed on the Fund's
benchmark-relative returns, as Ventas outperformed the broader U.S. real
estate market during the six-month period.
Q Did you invest in any derivative securities during the six-month period
ended June 30, 2019?
A No, the Fund held no derivative investments during the period.
Q What is your outlook for REITs for the balance of 2019?
A At the close of the six-month period ended June 30, 2019, the current
economic expansion -- which began in the wake of the 2008/2009 financial
crisis and the ensuing recession -- became the longest in U.S. history.
That said, we continue to have a constructive view on stocks and real
estate- related investments, especially given other investment
alternatives such as fixed-income securities. We also believe the current
business cycle has room to run, given the Fed's pivot away from
interest-rate hikes and toward monetary easing. In addition, inflation has
remained tame, business and consumer confidence have remained stable, and
companies seem committed to investing in capital projects.
Pioneer Real Estate Shares | Semiannual Report | 6/30/19 7
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.
Investing in foreign and/or emerging markets securities involves risks relating
to interest rates, currency exchange rates, economic, and political
conditions.
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 | 6/30/19
Portfolio Summary | 6/30/19
Sector Distribution
--------------------------------------------------------------------------------
(As a percentage of total investments)*
[THE FOLLOWING DATA WAS REPRESENTED AS A PIE CHART IN THE PRINTED MATERIAL]
Residential REITs 21.3%
Industrial REITs 20.4%
Specialized REITs 18.3%
Health Care REITs 9.7%
Retail REITs 8.9%
Diversified REITs 8.8%
Office REITs 7.1%
Building Products 2.1%
Home Furnishing 1.1%
Environmental & Facilities Services 0.7%
Health Care Technology 0.6%
Constructrion Materials 0.6%
Casinos & Gaming 0.4%
10 Largest Holdings
--------------------------------------------------------------------------------
(As a percentage of total investments)*
1. Prologis, Inc. 7.07%
--------------------------------------------------------------------------------
2. Equinix, Inc. 6.94
--------------------------------------------------------------------------------
3. Extra Space Storage, Inc. 4.63
--------------------------------------------------------------------------------
4. Sun Communities, Inc. 4.06
--------------------------------------------------------------------------------
5. Equity LifeStyle Properties, Inc. 3.63
--------------------------------------------------------------------------------
6. Realty Income Corp. 3.48
--------------------------------------------------------------------------------
7. HCP, Inc. 3.24
--------------------------------------------------------------------------------
8. AvalonBay Communities, Inc. 3.07
--------------------------------------------------------------------------------
9. Americold Realty Trust 2.77
--------------------------------------------------------------------------------
10. Camden Property Trust 2.68
--------------------------------------------------------------------------------
* Excludes temporary cash investments and all derivative contracts except
for options purchased. The Fund is actively managed, and current holdings
may be different. The holdings listed should not be considered
recommendations to buy or sell any securities.
Pioneer Real Estate Shares | Semiannual Report | 6/30/19 9
Prices and Distributions | 6/30/19
Net Asset Value per Share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class 6/30/19 12/31/18
--------------------------------------------------------------------------------
A $16.38 $13.97
--------------------------------------------------------------------------------
C $15.80 $13.49
--------------------------------------------------------------------------------
Y $16.33 $13.93
--------------------------------------------------------------------------------
Distributions per Share: 1/1/19-6/30/19
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net
Investment Short-Term Long-Term
Class Income Capital Gains Capital Gains
--------------------------------------------------------------------------------
A $0.2000 $ -- $ --
--------------------------------------------------------------------------------
C $0.1500 $ -- $ --
--------------------------------------------------------------------------------
Y $0.2300 $ -- $ --
--------------------------------------------------------------------------------
Index Definition
--------------------------------------------------------------------------------
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 | 6/30/19
Performance Update | 6/30/19 Class A Shares
Investment Returns
--------------------------------------------------------------------------------
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, 2019)
------------------------------------------------------
Net Public MSCI
Asset Offering U.S.
Value Price REIT
Period (NAV) (POP) Index
------------------------------------------------------
10 years 14.37% 13.69% 15.55%
5 years 6.75 5.50 7.81
1 year 9.93 3.61 11.06
------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2019)
------------------------------------------------------
Gross
------------------------------------------------------
1.68%
------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Real MSCI U.S. REIT
Estate Fund Index
6/09 $ 9,425 $10,000
6/10 $14,555 $15,523
6/11 $19,230 $20,815
6/12 $21,487 $23,561
6/13 $23,160 $25,688
6/14 $26,027 $29,125
6/15 $27,175 $30,270
6/16 $33,193 $37,564
6/17 $32,244 $36,880
6/18 $32,828 $38,197
6/19 $36,086 $42,423
Call 1-800-225-6292 or visit www.amundipioneer.com/us 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. NAV
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.
Effective January 1, 2018, Amundi Pioneer became directly responsible for the
day-to-day management of the Fund. The performance shown for periods prior to
January 1, 2018, reflects the investment strategies employed during those
periods.
Please refer to the financial highlights for a more current expense ratio.
Pioneer Real Estate Shares | Semiannual Report | 6/30/19 11
Performance Update | 6/30/19 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, 2019)
------------------------------------------------------
MSCI
U.S.
If If REIT
Period Held Redeemed Index
------------------------------------------------------
10 years 13.44% 13.44% 15.55%
5 years 5.93 5.93 7.81
1 year 9.16 9.16 11.06
------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2019)
------------------------------------------------------
Gross
------------------------------------------------------
2.35%
------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $10,000 Investment
Pioneer Real MSCI U.S. REIT
Estate Fund Index
6/09 $10,000 $10,000
6/10 $15,307 $15,523
6/11 $20,047 $20,815
6/12 $22,215 $23,561
6/13 $23,741 $25,688
6/14 $26,450 $29,125
6/15 $27,386 $30,270
6/16 $33,175 $37,564
6/17 $31,970 $36,880
6/18 $32,321 $38,197
6/19 $35,282 $42,423
Call 1-800-225-6292 or visit www.amundipioneer.com/us 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 1.00%
contingent deferred sales charge (CDSC). If you paid a 1.00% sales charge, your
returns would be lower than those shown above. "If Held" results represent the
percent change in net asset value per share. NAV 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.
Effective January 1, 2018, Amundi Pioneer became directly responsible for the
day-to-day management of the Fund. The performance shown for periods prior to
January 1, 2018, reflects the investment strategies employed during those
periods.
Please refer to the financial highlights for a more current expense ratio.
12 Pioneer Real Estate Shares | Semiannual Report | 6/30/19
Performance Update | 6/30/19 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, 2019)
------------------------------------------------------
Net MSCI
Asset U.S.
Value REIT
Period (NAV) Index
------------------------------------------------------
10 years 14.90% 15.55%
5 years 7.16 7.81
1 year 10.35 11.06
------------------------------------------------------
Expense Ratio
(Per prospectus dated May 1, 2019)
------------------------------------------------------
Gross
------------------------------------------------------
1.23%
------------------------------------------------------
[THE FOLLOWING DATA WAS REPRESENTED AS A MOUNTAIN CHART IN THE PRINTED MATERIAL]
Value of $5 Million Investment
Pioneer Real MSCI U.S. REIT
Estate Fund Index
6/09 $ 5,000,000 $ 5,000,000
6/10 $ 7,773,096 $ 7,761,575
6/11 $10,328,228 $10,407,296
6/12 $11,606,187 $11,780,310
6/13 $12,571,537 $12,843,905
6/14 $14,193,680 $14,562,283
6/15 $14,880,419 $15,134,871
6/16 $18,241,713 $18,782,185
6/17 $17,775,622 $18,440,169
6/18 $18,174,914 $19,098,429
6/19 $20,056,199 $21,211,543
Call 1-800-225-6292 or visit www.amundipioneer.com/us 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.
Effective January 1, 2018, Amundi Pioneer became directly responsible for the
day-to-day management of the Fund. The performance shown for periods prior to
January 1, 2018, reflects the investment strategies employed during those
periods.
Please refer to the financial highlights for a more current expense ratio.
Pioneer Real Estate Shares | Semiannual Report | 6/30/19 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, 2019, through June 30, 2019.
--------------------------------------------------------------------------------
Share Class A C Y
--------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00
Value on 1/1/19
--------------------------------------------------------------------------------
Ending Account $1,187.20 $1,182.70 $1,189.20
Value on 6/30/19
--------------------------------------------------------------------------------
Expenses Paid $9.00 $12.99 $6.51
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.66%, 2.40%,
and 1.20% 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 | 6/30/19
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, 2019, through June 30, 2019.
--------------------------------------------------------------------------------
Share Class A C Y
--------------------------------------------------------------------------------
Beginning Account $1,000.00 $1,000.00 $1,000.00
Value on 1/1/19
--------------------------------------------------------------------------------
Ending Account $1,016.56 $1,012.89 $1,018.84
Value on 6/30/19
--------------------------------------------------------------------------------
Expenses Paid $8.30 $11.98 $6.01
During Period*
--------------------------------------------------------------------------------
* Expenses are equal to the Fund's annualized expense ratio of 1.66%, 2.40%,
and 1.20% 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 | 6/30/19 15
Schedule of Investments | 6/30/19 (unaudited)
------------------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------------------
UNAFFILIATED ISSUERS -- 99.0%
COMMON STOCKS -- 99.0% of Net Assets
Building Products -- 2.1%
13,600 AAON, Inc. $ 682,448
18,896 Advanced Drainage Systems, Inc. 619,600
5,046 Allegion PLC 557,835
-----------
Total Building Products $ 1,859,883
------------------------------------------------------------------------------------------------
Commercial Services & Supplies -- 0.7%
6,588 Waste Connections, Inc. $ 629,681
-----------
Total Commercial Services & Supplies $ 629,681
------------------------------------------------------------------------------------------------
Construction Materials -- 0.6%
3,631 Vulcan Materials Co. $ 498,573
-----------
Total Construction Materials $ 498,573
------------------------------------------------------------------------------------------------
Equity Real Estate Investment Trusts (REITs) -- 92.8%
25,802 Agree Realty Corp. $ 1,652,618
12,459 Alexandria Real Estate Equities, Inc. 1,757,840
15,115 American Assets Trust, Inc. 712,219
25,410 American Homes 4 Rent 617,717
6,752 American Tower Corp. 1,380,446
74,737 Americold Realty Trust 2,422,974
13,244 AvalonBay Communities, Inc. 2,690,916
22,452 Camden Property Trust 2,343,764
54,862 CareTrust Real Estate Investment Trust, Inc. 1,304,618
35,935 Community Healthcare Trust, Inc. 1,416,198
22,549 CoreCivic, Inc. 468,117
12,575 CorEnergy Infrastructure Trust, Inc. 498,725
34,080 Cousins Properties, Inc. 1,232,674
68,599 CubeSmart 2,293,951
50,088 Douglas Emmett, Inc. 1,995,506
17,502 EastGroup Properties, Inc. 2,029,882
12,063 Equinix, Inc. 6,083,250
26,240 Equity LifeStyle Properties, Inc. 3,183,962
32,548 Essential Properties Realty Trust, Inc. 652,262
38,220 Extra Space Storage, Inc. 4,055,142
9,724 Granite Real Estate Investment Trust 448,108
55,684 Hannon Armstrong Sustainable Infrastructure Capital, Inc. 1,569,175
88,755 HCP, Inc. 2,838,385
10,237 Innovative Industrial Properties, Inc. 1,264,884
52,009 Invitation Homes, Inc. 1,390,201
16,367 Liberty Property Trust 819,005
26,676 Mack-Cali Realty Corp. 621,284
38,240 Medical Properties Trust, Inc. 666,906
11,794 Mid-America Apartment Communities, Inc. 1,388,861
The accompanying notes are an integral part of these financial statements.
16 Pioneer Real Estate Shares | Semiannual Report | 6/30/19
------------------------------------------------------------------------------------------------
Shares Value
------------------------------------------------------------------------------------------------
Equity Real Estate Investment Trusts (REITs) -- (continued)
47,177 NexPoint Residential Trust, Inc. $ 1,953,128
35,685 NorthStar Realty Europe Corp. 586,305
28,200 Outfront Media, Inc. 727,278
77,318 Prologis, Inc. 6,193,172
8,240 PS Business Parks, Inc. 1,388,687
44,218 Realty Income Corp. 3,049,715
17,401 Retail Value, Inc. 605,555
48,960 Rexford Industrial Realty, Inc. 1,976,515
12,158 Simon Property Group, Inc. 1,942,362
12,084 Spirit Realty Capital, Inc. 515,503
44,804 STORE Capital Corp. 1,487,045
27,737 Sun Communities, Inc. 3,555,606
40,163 Terreno Realty Corp. 1,969,593
34,250 UDR, Inc. 1,537,483
9,083 Universal Health Realty Income Trust 771,419
24,337 VICI Properties, Inc. 536,387
18,523 Welltower, Inc. 1,510,180
24,308 WP Carey, Inc. 1,973,323
-----------
Total Equity Real Estate Investment Trusts (REITs) $82,078,846
------------------------------------------------------------------------------------------------
Hotels, Restaurants & Leisure -- 0.4%
8,285(a) Eldorado Resorts, Inc. $ 381,690
-----------
Total Hotels, Restaurants & Leisure $ 381,690
------------------------------------------------------------------------------------------------
Household Durables -- 1.1%
6,531(a) Mohawk Industries, Inc. $ 963,127
-----------
Total Household Durables $ 963,127
------------------------------------------------------------------------------------------------
Real Estate Management & Development -- 1.3%
23,203 TLG Immobilien AG $ 679,690
10,538 Vonovia SE 503,497
-----------
Total Real Estate Management & Development $ 1,183,187
------------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $67,370,204) $87,594,987
------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN UNAFFILIATED ISSUERS -- 99.0%
(Cost $67,370,204) $87,594,987
------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES -- 1.0% $ 888,830
------------------------------------------------------------------------------------------------
NET ASSETS -- 100.0% $88,483,817
================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Real Estate Shares | Semiannual Report | 6/30/19 17
Schedule of Investments | 6/30/19 (unaudited) (continued)
REIT Real Estate Investment Trust.
(a) Non-income producing security.
Purchases and sales of securities (excluding temporary cash investments) for
the six months ended June 30, 2019, aggregated $48,100,401 and $54,748,229,
respectively.
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., (the "Adviser"), 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, 2019, the Fund did not engage in cross trade activity.
At June 30, 2019, the net unrealized appreciation on investments based on cost
for federal tax purposes of $68,450,719 was as follows:
Aggregate gross unrealized appreciation for all investments in which
there is an excess of value over tax cost $20,489,748
Aggregate gross unrealized depreciation for all investments in which
there is an excess of tax cost over value (1,345,480)
-----------
Net unrealized appreciation $19,144,268
===========
Various inputs are used in determining the value of the Fund's investments.
These inputs are summarized in the three broad levels 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
risks, 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, 2019, in valuing
the Fund's investments:
--------------------------------------------------------------------------------------------
Level 1 Level 2 Level 3 Total
--------------------------------------------------------------------------------------------
Common Stocks $87,594,987 $ -- $ -- $87,594,987
--------------------------------------------------------------------------------------------
Total Investments in Securities $87,594,987 $ -- $ -- $87,594,987
============================================================================================
During the six months ended June 30, 2019, 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 | 6/30/19
Statement of Assets and Liabilities | 6/30/19 (unaudited)
ASSETS:
Investments in unaffiliated issuers, at value (cost $67,370,204) $87,594,987
Cash 797,785
Receivables --
Fund shares sold 20,240
Dividends 305,995
Other assets 46,226
----------------------------------------------------------------------------------------
Total assets $88,765,233
========================================================================================
LIABILITIES:
Payables --
Fund shares repurchased $ 179,295
Administrative fees 16,270
Professional fees 16,156
Transfer agent fees 40,508
Printing expense 11,186
Due to affiliates 13,234
Accrued expenses 4,767
----------------------------------------------------------------------------------------
Total liabilities $ 281,416
========================================================================================
NET ASSETS:
Paid-in capital $61,453,218
Distributable earnings 27,030,599
----------------------------------------------------------------------------------------
Net assets $88,483,817
========================================================================================
NET ASSET VALUE PER SHARE:
No par value (unlimited number of shares authorized)
Class A (based on $76,739,903/4,684,943 shares) $ 16.38
Class C (based on $5,400,635/341,767 shares) $ 15.80
Class Y (based on $6,343,279/388,364 shares) $ 16.33
MAXIMUM OFFERING PRICE PER SHARE:
Class A (based on $16.38 net asset value per share/
100%-5.75% maximum sales charge) $ 17.38
========================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Real Estate Shares | Semiannual Report | 6/30/19 19
Statement of Operations (unaudited)
For The Six Months Ended 6/30/19
INVESTMENT INCOME:
Dividends from unaffiliated issuers (net of foreign taxes
withheld $4,146) $1,474,616
Interest from unaffiliated issuers 3,103
----------------------------------------------------------------------------------------------------
Total investment income $ 1,477,719
----------------------------------------------------------------------------------------------------
EXPENSES:
Management fees $ 345,859
Administrative expense 40,230
Transfer agent fees
Class A 92,956
Class C 5,376
Class Y 3,402
Distribution fees
Class A 93,363
Class C 26,071
Shareowner communications expense 25,372
Custodian fees 6,032
Registration fees 33,607
Professional fees 25,372
Printing expense 7,029
Trustees' fees 3,339
Miscellaneous 13,192
----------------------------------------------------------------------------------------------------
Total expenses $ 721,200
----------------------------------------------------------------------------------------------------
Net investment income $ 756,519
----------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments in unaffiliated issuers $8,832,261
Other assets and liabilities denominated in
foreign currencies (6,578) $ 8,825,683
----------------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation) on:
Investments in unaffiliated issuers $5,013,959
Other assets and liabilities denominated in
foreign currencies 20 $ 5,013,979
----------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments $13,839,662
----------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations $14,596,181
====================================================================================================
The accompanying notes are an integral part of these financial statements.
20 Pioneer Real Estate Shares | Semiannual Report | 6/30/19
Statements of Changes in Net Assets
--------------------------------------------------------------------------------------------------------
Six Months
Ended Year
6/30/19 Ended
(unaudited) 12/31/18
--------------------------------------------------------------------------------------------------------
FROM OPERATIONS:
Net investment income (loss) $ 756,519 $ 1,404,365
Net realized gain (loss) on investments 8,825,683 30,049,993
Change in net unrealized appreciation (depreciation)
on investments 5,013,979 (38,885,454)
--------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations $ 14,596,181 $ (7,431,096)
--------------------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREOWNERS:
Class A ($0.20 and $9.38 per share, respectively) $ (950,004) $(30,625,493)
Class C ($0.15 and $9.25 per share, respectively) (51,391) (2,206,335)
Class Y ($0.23 and $9.49 per share, respectively) (91,860) (3,558,765)
Tax return of capital:
Class A ($-- and $0.02 per share, respectively) -- (67,506)
Class C ($-- and $0.02 per share, respectively) -- (6,424)
Class Y ($-- and $0.02 per share, respectively) -- 11,061)
--------------------------------------------------------------------------------------------------------
Total distributions to shareowners $ (1,093,255) $(36,475,584)
--------------------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Net proceeds from sales of shares $ 5,603,691 $ 12,073,703
Reinvestment of distributions 1,064,780 35,675,205
Cost of shares repurchased (11,547,455) (37,308,168)
--------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
Fund share transactions $ (4,878,984) $ 10,440,740
--------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets $ 8,623,942 $(33,465,940)
--------------------------------------------------------------------------------------------------------
NET ASSETS:
Beginning of period $ 79,859,875 $113,325,815
--------------------------------------------------------------------------------------------------------
End of period $ 88,483,817 $ 79,859,875
========================================================================================================
The accompanying notes are an integral part of these financial statements.
Pioneer Real Estate Shares | Semiannual Report | 6/30/19 21
Statements of Changes in Net Assets (continued)
---------------------------------------------------------------------------------------------------------
Six Months Six Months
Ended Ended
6/30/19 6/30/19 Year Ended Year Ended
Shares Amount 12/31/18 12/31/18
(unaudited) (unaudited) Shares Amount
---------------------------------------------------------------------------------------------------------
Class A
Shares sold 142,244 $ 2,262,646 312,405 $ 7,117,373
Reinvestment of distributions 57,750 923,950 1,939,930 29,964,335
Less shares repurchased (441,196) (6,962,511) (810,900) (17,128,870)
---------------------------------------------------------------------------------------------------------
Net increase (decrease) (241,202) $(3,775,915) 1,441,435 $ 19,952,838
=========================================================================================================
Class C
Shares sold 49,148 $ 728,074 48,101 $ 1,046,420
Reinvestment of distributions 3,310 50,816 145,927 2,180,034
Less shares repurchased (65,555) (975,039) (268,741) (6,086,291)
---------------------------------------------------------------------------------------------------------
Net decrease (13,097) $ (196,149) (74,713) $ (2,859,837)
=========================================================================================================
Class Y
Shares sold 163,549 $ 2,612,971 168,384 $ 3,909,910
Reinvestment of distributions 5,618 90,014 225,358 3,530,836
Less shares repurchased (229,099) (3,609,905) (649,899) (14,093,007)
---------------------------------------------------------------------------------------------------------
Net decrease (59,932) $ (906,920) (256,157) $ (6,652,261)
=========================================================================================================
The accompanying notes are an integral part of these financial statements.
22 Pioneer Real Estate Shares | Semiannual Report | 6/30/19
Financial Highlights
------------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year Year
6/30/19 Ended Ended Ended Ended Ended
(unaudited) 12/31/18 12/31/17 12/31/16* 12/31/15* 12/31/14*
------------------------------------------------------------------------------------------------------------------------------------
Class A
Net asset value, beginning of period $ 13.97 $ 24.59 $ 25.79 $ 26.83 $ 29.58 $ 24.56
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.14(a) $ 0.30(a) $ 0.33(a) $ 0.30(a) $ 0.31(a) $ 0.30
Net realized and unrealized gain (loss) on investments 2.47 (1.52) 0.48 1.26 0.85 6.86
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.61 $ (1.22) $ 0.81 $ 1.56 $ 1.16 $ 7.16
------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $ (0.20) $ (0.28) $ (0.33) $ (0.29) $ (0.31) $ (0.29)
Net realized gain -- (9.10) (1.68) (2.31) (3.60) (1.85)
Tax return of capital -- (0.02) -- -- -- --
------------------------------------------------------------------------------------------------------------------------------------
Total distributions $ (0.20) $ (9.40) $ (2.01) $ (2.60) $ (3.91) $ (2.14)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.41 $ (10.62) $ (1.20) $ (1.04) $ (2.75) $ 5.02
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 16.38 $ 13.97 $ 24.59 $ 25.79 $ 26.83 $ 29.58
====================================================================================================================================
Total return (b) 18.72%(c) (7.55)% 3.20% 6.10% 4.27% 29.63%
Ratio of net expenses to average net assets 1.66%(d) 1.68% 1.48% 1.41% 1.41% 1.47%
Ratio of net investment income (loss) to average net assets 1.77%(d) 1.35% 1.29% 1.09% 1.06% 1.09%
Portfolio turnover rate 56%(c) 155% 8% 15% 22% 22%
Net assets, end of period (in thousands) $76,740 $68,829 $85,681 $98,007 $100,842 $107,116
====================================================================================================================================
* The Fund was audited by an independent registered public accounting firm
other than Ernst & Young LLP.
(a) The per-share data presented above is based on the average shares
outstanding for the period presented.
(b) 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.
(c) Not annualized.
(d) Annualized.
The accompanying notes are an integral part of these financial statements.
Pioneer Real Estate Shares | Semiannual Report | 6/30/19 23
Financial Highlights (continued)
------------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year Year
6/30/19 Ended Ended Ended Ended Ended
(unaudited) 12/31/18 12/31/17 12/31/16* 12/31/15* 12/31/14*
------------------------------------------------------------------------------------------------------------------------------------
Class C
Net asset value, beginning of period $13.49 $ 24.09 $ 25.30 $ 26.38 $ 29.15 $ 24.24
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.08(a) $ 0.19(a) $ 0.13(a) $ 0.08(a) $ 0.06(a) $ 0.06
Net realized and unrealized gain (loss) on investments 2.38 (1.52) 0.48 1.23 0.84 6.76
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.46 $ (1.33) $ 0.61 $ 1.31 $ 0.90 $ 6.82
------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $(0.15) $ (0.15) $ (0.14) $ (0.08) $ (0.07) $ (0.12)
Net realized gain -- (9.10) (1.68) (2.31) (3.60) (1.79)
Tax return of capital -- (0.02) -- -- -- --
------------------------------------------------------------------------------------------------------------------------------------
Total distributions $(0.15) $ (9.27) $ (1.82) $ (2.39) $ (3.67) $ (1.91)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.31 $(10.60) $ (1.21) $ (1.08) $ (2.77) $ 4.91
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $15.80 $ 13.49 $ 24.09 $ 25.30 $ 26.38 $ 29.15
====================================================================================================================================
Total return (b) 18.27%(c) (8.17)% 2.46% 5.22% 3.39% 28.50%
Ratio of net expenses to average net assets 2.40%(d) 2.35% 2.23% 2.22% 2.24% 2.35%
Ratio of net investment income (loss) to average net assets 1.03%(d) 0.83% 0.50% 0.29% 0.21% 0.20%
Portfolio turnover rate 56%(c) 155% 8% 15% 22% 22%
Net assets, end of period (in thousands) $5,401 $ 4,788 $10,347 $13,317 $12,540 $13,435
====================================================================================================================================
* The Fund was audited by an independent registered public accounting firm
other than Ernst & Young LLP.
(a) The per-share data presented above is based on the average shares
outstanding for the period presented.
(b) 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.
(c) Not annualized.
(d) Annualized.
The accompanying notes are an integral part of these financial statements.
24 Pioneer Real Estate Shares | Semiannual Report | 6/30/19
------------------------------------------------------------------------------------------------------------------------------------
Six Months
Ended Year Year Year Year Year
6/30/19 Ended Ended Ended Ended Ended
(unaudited) 12/31/18 12/31/17 12/31/16* 12/31/15* 12/31/14*
------------------------------------------------------------------------------------------------------------------------------------
Class Y
Net asset value, beginning of period $13.93 $ 24.55 $ 25.76 $ 26.79 $ 29.54 $ 24.52
------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) from investment operations:
Net investment income (loss) $ 0.17(a) $ 0.50(a) $ 0.39(a) $ 0.37(a) $ 0.42(a) $ 0.43
Net realized and unrealized gain (loss) on investments 2.46 (1.61) 0.50 1.29 0.84 6.85
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) from investment operations $ 2.63 $ (1.11) $ 0.89 $ 1.66 $ 1.26 $ 7.28
------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareowners:
Net investment income $(0.23) $ (0.39) $ (0.42) $ (0.38) $ (0.41) $ (0.41)
Net realized gain -- (9.10) (1.68) (2.31) (3.60) (1.85)
Tax return of capital -- (0.02) -- -- -- --
------------------------------------------------------------------------------------------------------------------------------------
Total distributions $(0.23) $ (9.51) $ (2.10) $ (2.69) $ (4.01) $ (2.26)
------------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net asset value $ 2.40 $(10.62) $ (1.21) $ (1.03) $ (2.75) $ 5.02
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $16.33 $ 13.93 $ 24.55 $ 25.76 $ 26.79 $ 29.54
====================================================================================================================================
Total return (b) 18.92%(c) (7.11)% 3.54% 6.47% 4.65% 30.22%
Ratio of net expenses to average net assets 1.20%(d) 1.23% 1.12% 1.07% 1.02% 1.03%
Ratio of net investment income (loss) to average net assets 2.14%(d) 2.20% 1.50% 1.34% 1.43% 1.54%
Portfolio turnover rate 56%(c) 155% 8% 15% 22% 22%
Net assets, end of period (in thousands) $6,343 $ 6,243 $17,298 $33,655 $48,644 $50,520
====================================================================================================================================
* The Fund was audited by an independent registered public accounting firm
other than Ernst & Young LLP.
(a) The per-share data presented above is based on the average shares
outstanding for the period presented.
(b) Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of each period.
(c) Not annualized.
(d) Annualized.
The accompanying notes are an integral part of these financial statements.
Pioneer Real Estate Shares | Semiannual Report | 6/30/19 25
Notes to Financial Statements | 6/30/19 (unaudited)
1. Organization and Significant Accounting Policies
Pioneer Real Estate Shares (the "Fund") is a Delaware statutory trust. The Fund
is 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 five classes of shares designated as Class A, Class C, Class K,
Class R and Class Y shares. Class K and Class R had not commenced operations as
of June 30, 2019. 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 shareowner approval. Under per-share voting,
each share of a class of the Fund is entitled to one vote. Under
dollar-weighted voting, a shareowner'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.
Amundi Pioneer Asset Management, Inc., an indirect, wholly owned subsidiary of
Amundi and Amundi's wholly owned subsidiary, Amundi USA, Inc., serves as the
Fund's investment adviser (the "Adviser"). Amundi Pioneer Distributor, Inc., an
affiliate of Amundi Pioneer Asset Management, Inc., serves as the Fund's
distributor (the "Distributor").
In August 2018, the Securities and Exchange Commission ("SEC") released a
Disclosure Update and Simplification Final Rule. The Final Rule amends
Regulation S-X disclosures requirements to conform them to U.S. Generally
Accepted Accounting Principles ("U.S. GAAP") for investment companies. The
Fund's financial statements were prepared in compliance with the new amendments
to Regulation S-X.
The Fund is an investment company and follows investment company accounting and
reporting guidance under U.S. GAAP. U.S. GAAP requires 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 | 6/30/19
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 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.
The value of foreign securities is translated into U.S. dollars based on
foreign currency exchange rate quotations supplied by a third party
pricing source. Trading in non-U.S. equity securities is substantially
completed each day at various times prior to the close of the NYSE. The
values of such securities used in computing the net asset value of the
Fund's shares are determined as of such times. The Fund may use a fair
value model developed by an independent pricing service to value non-U.S.
equity securities.
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 the Adviser pursuant
to procedures adopted by the Fund's Board of Trustees. The Adviser's fair
valuation team uses fair value methods approved by the Valuation Committee
of the Board of Trustees. The Adviser'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
Pioneer Real Estate Shares | Semiannual Report | 6/30/19 27
determination of the Fund's net asset value. Examples of a significant
event might include political or economic news, corporate restructurings,
natural 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, 2019, no securities were valued using fair value methods
(other than securities valued using prices supplied by independent pricing
services, broker-dealers or using a third party insurance industry pricing
model).
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 and net of income accrued on defaulted securities.
Interest and dividend income payable by delivery of additional shares is
reclassified as PIK (payment-in-kind) income upon receipt and is included
in interest and dividend income, respectively.
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. Foreign Currency Translation
The books and records of the Fund are maintained in U.S. dollars. Amounts
denominated in foreign currencies are translated into U.S. dollars using
current exchange rates.
Net realized gains and losses on foreign currency transactions, if any,
represent, among other things, the net realized gains and losses on
foreign currency contracts, disposition of foreign currencies and the
difference between the amount of income accrued and the U.S. dollars
actually received. Further, the effects of changes in foreign currency
exchange rates on investments are not segregated on the Statement of
Operations from the effects of changes in the market prices of those
securities, but are included with the net realized and unrealized gain or
loss on investments.
28 Pioneer Real Estate Shares | Semiannual Report | 6/30/19
D. 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, 2018, the Fund did not accrue any
interest or penalties with respect to uncertain tax positions, which, if
applicable, would be recorded as an income tax expense on 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
income or net realized gains are temporary over distributions 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, 2018 was as follows:
--------------------------------------------------------------------------
2018
--------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 1,408,117
Long-term capital gain 34,982,476
Tax return of capital 84,991
--------------------------------------------------------------------------
Total $36,475,584
==========================================================================
Pioneer Real Estate Shares | Semiannual Report | 6/30/19 29
The following shows the components of distributable earnings on a federal
income tax basis at December 31, 2018:
--------------------------------------------------------------------------
2018
--------------------------------------------------------------------------
Distributable earnings:
Net unrealized appreciation $14,130,264
Current year late year loss (602,591)
--------------------------------------------------------------------------
Total $13,527,673
==========================================================================
The difference between book-basis and tax-basis net unrealized
appreciation is attributable to the tax deferral of losses on wash sales
and the adjustments relating to PFICs.
E. Fund Shares
The Fund records sales and repurchases of its shares as of trade date. The
Distributor earned $3,328 in underwriting commissions on the sale of Class
A shares during the six months ended June 30, 2019.
F. 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, respectively
(see Note 4). Class Y shares do not pay distribution fees. All expenses
and fees paid to the Fund's 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.
G. Risks
The value of securities held by the Fund may go up or down, sometimes
rapidly or unpredictably, due to general market conditions, such as real
or perceived adverse economic, political or regulatory conditions,
inflation, changes in interest rates, lack of liquidity in the bond
markets or adverse investor sentiment. 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.
30 Pioneer Real Estate Shares | Semiannual Report | 6/30/19
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.
With the increased use of technologies such as the Internet to conduct
business, the Fund is susceptible to operational, information security and
related risks. While the Fund's Adviser has established business
continuity plans in the event of, and risk management systems to prevent,
limit or mitigate, such cyber-attacks, there are inherent limitations in
such plans and systems including the possibility that certain risks have
not been identified. Furthermore, the Fund cannot control the
cybersecurity plans and systems put in place by service providers to the
Fund such as Brown Brothers Harriman & Co., the Fund's custodian and
accounting agent, and DST Asset Manager Solutions, Inc., the Fund's
transfer agent. In addition, many beneficial owners of Fund shares hold
them through accounts at broker-dealers, retirement platforms and other
financial market participants over which neither the Fund nor Amundi
Pioneer exercises control. Each of these may in turn rely on service
providers to them, which are also subject to the risk of cyber-attacks.
Cybersecurity failures or breaches at Amundi Pioneer or the Fund's service
providers or intermediaries have the ability to cause disruptions and
impact business operations, potentially resulting in financial losses,
interference with the Fund's ability to calculate its net asset value,
impediments to trading, the inability of Fund shareowners to effect share
purchases, redemptions or exchanges or receive distributions, loss of or
unauthorized access to private shareowners information and violations of
applicable privacy and other laws, regulatory fines, penalties,
reputational damage, or additional compliance costs. Such costs and losses
may not be covered under any insurance. In addition, maintaining vigilance
against cyber-attacks may involve substantial costs over time, and system
enhancements may themselves be subject to cyber-attacks.
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.
Pioneer Real Estate Shares | Semiannual Report | 6/30/19 31
2. Management Agreement
The Adviser 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% of the fund's average daily net assets over $1 billion. For
the six months ended June 30, 2019, the effective management fee was equivalent
to 0.80% (annualized) of the Fund's average daily net assets.
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
$9,892 in management fees, administrative costs and certain other
reimbursements payable to the Adviser at June 30, 2019.
3. Transfer Agent
DST Asset Manager Solutions, 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 shareowner communications activities
such as proxy and statement mailings, and outgoing phone calls. For the six
months ended June 30, 2019, such out-of-pocket expenses by class of shares were
as follows:
--------------------------------------------------------------------------------
Shareowner Communications:
--------------------------------------------------------------------------------
Class A $22,980
Class C 2,382
Class Y 10
--------------------------------------------------------------------------------
Total $25,372
================================================================================
32 Pioneer Real Estate Shares | Semiannual Report | 6/30/19
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 the Distributor 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 the
Distributor 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 $3,342 in distribution fees payable to the Distributor at June
30, 2019.
In addition, redemptions of Class A and Class C 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 the Distributor.
For the six months ended June 30, 2019, CDSCs in the amount of $288 were paid
to the Distributor.
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
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 0.90% 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 or (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, 2019, the Fund had
no borrowings under the credit facility.
Pioneer Real Estate Shares | Semiannual Report | 6/30/19 33
Trustees, Officers and Service Providers
Trustees Officers
Thomas J. Perna, Chairman Lisa M. Jones, President and
David R. Bock Chief Executive Officer
Diane Durnin Mark E. Bradley, Treasurer and
Benjamin M. Friedman Chief Financial and
Margaret B.W. Graham Accounting 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.
Custodian and Sub-Administrator
Brown Brothers Harriman & Co.
Principal Underwriter
Amundi Pioneer Distributor, Inc.
Legal Counsel
Morgan, Lewis & Bockius LLP
Transfer Agent
DST Asset Manager Solutions, 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/us. This information is also available on
the Securities and Exchange Commission's web site at www.sec.gov.
34 Pioneer Real Estate Shares | Semiannual Report | 6/30/19
This page is for your notes.
Pioneer Real Estate Shares | Semiannual Report | 6/30/19 35
This page is for your notes.
36 Pioneer Real Estate Shares | Semiannual Report | 6/30/19
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
FactFoneSM 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 219427
Kansas City, MO 64121-9427
Our toll-free fax 1-800-225-4240
Our internet e-mail address us.askamundipioneer@amundipioneer.com
(for general questions about Amundi Pioneer only)
Visit our web site: www.amundipioneer.com/us
This report must be preceded or accompanied by a prospectus.
The Fund files a complete schedule of portfolio holdings with the Securities
and Exchange Commission for the first and third quarters of each fiscal year as
an exhibit to its reports on Form N-PORT. Shareholders may view the filed Form
N-PORT by visiting the Commission's web site at https://www.sec.gov.
[LOGO] Amundi Pioneer
==============
ASSET MANAGEMENT
Amundi Pioneer Asset Management, Inc.
60 State Street
Boston, MA 02109
www.amundipioneer.com/us
Securities offered through Amundi Pioneer Distributor, Inc.
60 State Street, Boston, MA 02109
Underwriter of Pioneer Mutual Funds, Member SIPC
[C] 2019 Amundi Pioneer Asset Management 19407-14-0819
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)).
Mr. David R. Bock, 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 Amudi Pioneer Asset Management, Inc, 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
----------------------- ------------------------- -----------------------------------------------
------------------------------------------- ------------------------------
AUDIT COMMITTEE APPROVAL POLICY AUDIT COMMITTEE
REPORTING POLICY
------------------------------------------- ------------------------------
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.
------------------------------------------- ------------------------------
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
(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.
Non-Audit Services
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. Disclosure of Securities Lending Activities for Closed-End
Management Investment Companies.
(a) If the registrant is a closed-end management investment company,
provide the following dollar amounts of income and compensation related
to the securities lending activities of the registrant during its most
recent fiscal year:
N/A
(1) Gross income from securities lending activities;
N/A
(2) All fees and/or compensation for each of the following securities
lending activities and related services: any share of revenue generated
by the securities lending program paid to the securities lending agent(s)
(revenue split); fees paid for cash collateral management services
(including fees deducted from a pooled cash collateral reinvestment
vehicle) that are not included in the revenue split; administrative
fees that are not included in the revenue split; fees for
indemnification that are not included in the revenue split; rebates
paid to borrowers; and any other fees relating to the securities lending
program that are not included in the revenue split, including a description
of those other fees;
N/A
(3) The aggregate fees/compensation disclosed pursuant to paragraph (2); and
N/A
(4) Net income from securities lending activities (i.e., the dollar amount in
paragraph (1) minus the dollar amount in paragraph (3)).
If a fee for a service is included in the revenue split, state that the fee
is included in the revenue split.
N/A
(b) If the registrant is a closed-end management investment company, describe
the services provided to the registrant by the securities lending agent in
the registrants most recent fiscal year.
N/A
ITEM 13. 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, 2019
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, 2019
By (Signature and Title)* /s/ Mark E. Bradley
Mark E. Bradley, Treasurer & Chief Accounting & Financial Officer
Date August 29, 2019
* Print the name and title of each signing officer under his or her signature.