VARIABLE INSURANCE CONTRACTS TRUST
PRES14A, 1995-08-04
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                                                              File No. 33-84546
                                                              File No. 811-8786

                                  SCHEDULE 14A
                                 (Rule 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION



                   PROXY STATEMENT PURSUANT TO SECTION 14(A)
            OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )


Filed by the registrant                 [X]


Check the appropriate box:

[X]   Preliminary proxy statements      [ ]   Confidential, for Use
                                              of the Commission
                                              Only (as permitted
                                              by Rule 14a-6(e)(2))

[ ]   Definitive proxy statement

[ ]   Definitive additional materials

[ ]   Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12






                        Pioneer Variable Contracts Trust

                (Name of Registrant as Specified in Its Charter



                        Pioneer Variable Contracts Trust

                   (Name of Person(s) Filing Proxy Statement)



Payment of filing fee (check the appropriate box):

[X]   $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
      14a-6(i)(2) or Item 22(a)(2).


<PAGE>




                        PIONEER VARIABLE CONTRACTS TRUST
                          Real Estate Growth Portfolio
                                60 State Street
                          Boston, Massachusetts 02109
                                 1-800-225-6292
                 -------------------------------------------

                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                 -------------------------------------------

                          To Be Held October 10, 1995

        NOTICE IS HEREBY  GIVEN  that a Special  Meeting  of  Shareholders  (the
"Meeting") of the Real Estate Growth  Portfolio (the "Fund") of Pioneer Variable
Contracts  Trust, a Delaware  business trust (the "Trust"),  will be held at the
offices of Hale and Dorr, counsel to the Trust, at 60 State Street,  26th Floor,
Boston,  Massachusetts 02109, at 2:00 p.m. (Boston time) on Tuesday, October 10,
1995.  The  purpose of the  Meeting is to  consider  and act upon the  following
proposals:

     (1)  To approve  the terms of a new  Management  Contract  with  Pioneering
          Management  Corporation  and to  approve  the  payment  to  Pioneering
          Management  Corporation of fees under an Interim Management  Contract;
          and

     (2)  To  transact  such other  business  as may  properly  come  before the
          Meeting or any adjournments thereof.

Your Board of Trustees Recommends that You Vote in Favor of all Proposals

        Shareholders  of record as of the close of  business  on August 18, 1995
are entitled to notice of and to vote at the Meeting or any adjournment thereof.

                                              By Order of the Board of Trustees,


                                              
<PAGE>



                        PIONEER VARIABLE CONTRACTS TRUST
                          Real Estate Growth Portfolio
                                60 State Street
                          Boston, Massachusetts 02109
                                 1-800-225-6292

                 ----------------------------------------------

                                PROXY STATEMENT
                 ----------------------------------------------


                        SPECIAL MEETING OF SHAREHOLDERS
                          To Be Held October 10, 1995



        This Proxy Statement is furnished in connection with the solicitation of
proxies  by the Board of  Trustees  of  Pioneer  Variable  Contracts  Trust (the
"Trust"),  a Delaware  business trust (the "Fund").  The proxies will be used at
the Special Meeting of  Shareholders  (the "Meeting") of the Trust's Real Estate
Growth  Portfolio  (the "Fund") to be held on Tuesday,  October 10, 1995 at 2:00
p.m.  (Boston  time).  The Meeting will be held at the offices of Hale and Dorr,
counsel to the Fund,  at 60 State  Street,  26th  Floor,  Boston,  Massachusetts
02109.

        The Board of Trustees has fixed the close of business on August 18, 1895
as the record date for the determination of shareholders of the Fund entitled to
notice of and to vote at the Meeting. On the record date, _______________ shares
of beneficial interest of the Fund were outstanding. As of such date, except for
The Pioneer Group, Inc. (which owned 60.52% of all outstanding  shares), the SMA
Life Assurance  Company ("SMA") was the sole  shareholder of record of the Fund.
SMA will  vote  shares of the Fund held by it in  accordance  with  instructions
received  from  variable  annuity  contract  owners or  participants  ("Contract
Owners") for whose accounts such shares of the Fund are held. Accordingly,  this
Proxy  Statement  is also  intended to be used by SMA in  obtaining  such voting
instructions  from Contract Owners.  In the event that a Contract Owner gives no
instructions  or leaves  the manner of voting  discretionary,  SMA will vote the
shares of the Fund  attributable to the Contract Owner in the same proportion as
shares for which instructions are received.

        This Proxy  Statement,  the attached  Notice and the enclosed proxy card
(or voting  instructions  card) are being mailed to shareholders of the Fund and
to Contract Owners on or about August 29, 1995. The Fund's semiannual report for
its fiscal  period ended June 30, 1995 may be obtained free of charge by writing
to the Fund at its executive  offices,  60 State Street,  Boston,  Massachusetts
02109 or by calling 1-800-225-6292.

                                      -2-
<PAGE>


                                   PROPOSAL 1

                         APPROVAL OF THE TERMS OF A NEW
                 MANAGEMENT CONTRACT WITH PIONEERING MANAGEMENT
                        CORPORATION AND APPROVAL OF THE
                PAYMENT TO PIONEERING MANAGEMENT CORPORATION OF
                   FEES UNDER AN INTERIM MANAGEMENT CONTRACT


The Fund's Advisory Arrangements

        Prior to July 17, 1995,  Pioneer Winthrop Advisers ("PWA") served as the
Fund's investment  manager pursuant to a management  contract dated February 10,
1995 (the "PWA Management Contract"),  and Winthrop Advisors Limited Partnership
("WALP") and  Pioneering  Management  Corporation  ("PMC")  served as the Fund's
co-investment  subadvisers pursuant to separate investment subadvisory contracts
dated  February  10,  1995  (the  "WALP  Subadvisory  Agreement"  and  the  "PMC
Subadvisory Agreement," respectively).  The PWA Management Contract and the WALP
and the PMC  Subadvisory  Agreements are referred to in this Proxy  Statement as
the "Prior Advisory Agreements."

        On July 17, 1995, the PWA Management  Agreement and the WALP Subadvisory
Agreement  terminated  by operation of law as a result of the  acquisition  (the
"Acquisition") by Apollo Real Estate Advisors,  L.P.  ("Apollo") of W.L. Realty,
L.P. ("Realty LP").  Because Realty LP has an indirect  controlling  interest in
WALP and PWA, the Acquisition  resulted in an ownership  change in PWA and WALP.
Under the relevant  provisions of the Investment Company Act of 1940, as amended
(the  "Investment  Company Act"), the ownership change in PWA and WALP caused an
"assignment" of the PWA Management  Contract and the WALP Subadvisory  Agreement
resulting  in their  automatic  termination.  Although the  Acquisition  did not
affect  the  ownership  or  control of PMC in any  manner,  the PMC  Subadvisory
Agreement also  terminated on July 17, 1995 by operation of a term providing for
automatic  termination  in  the  event  of  termination  of the  PWA  Management
Agreement.

        In anticipation of the termination of the Prior Advisory Agreements, the
Board of Trustees of the Trust, including a majority of the Trustees who are not
"interested persons" of the Trust or PMC (the "Independent Trustees"),  approved
an interim management contract (the "Interim  Management  Contract") between the
Trust,  on behalf of the Fund, and PMC. The Interim  Management  Contract became
effective  July 17, 1995 (the  Acquisition  closing  date) and PMC has  provided

                                      -3-
<PAGE>
investment  advisory  and  management  services  to the Fund  under the  Interim
Management  Contract since that date. The Interim Management Contract expires on
October 30, 1995.

        The  Trust  and PMC have  received  an order  from  the  Securities  and
Exchange  Commission  (the  "Commission")  to  permit  PMC  to  serve,   without
shareholder  approval,  as the Fund's investment manager pursuant to the Interim
Management Contract until October 30, 1995. Pursuant to the terms of such order,
the fees earned by PMC under the Interim Management  Contract will be maintained
in an  interest-bearing  escrow  account and the amounts in such account will be
paid to PMC only upon approval of the Fund's  shareholders  of this Proposal or,
in the absence of such  approval,  will be remitted to the Fund.  The  Trustees,
including  a  majority  of the  Independent  Trustees,  voted  to  recommend  to
shareholders  of the Fund that they approve the payment to PMC of the fees under
the Interim Management Contract.

        At  the  same  meeting,  the  Trustees,  including  a  majority  of  the
Independent  Trustees,  also voted to recommend to shareholders of the Fund that
they approve a management contract between the Trust, on behalf of the Fund, and
PMC (the "Proposed Management Contract") pursuant to which PMC will serve as the
Fund's sole  investment  adviser after the expiration of the Interim  Management
Contract.

The approval of this Proposal by the shareholders of the Fund will not result in
an increase in the rate of management fee payable by the Fund.

Information regarding Pioneering Management Corporation (PMC)

        As  described  above,  PMC  currently  serves as the  Fund's  investment
manager  pursuant  to the  Interim  Management  Contract  and,  if  approved  by
shareholders,  will continue to serve as the Fund's investment  manager pursuant
to  the  Proposed  Management  Contract  upon  the  expiration  of  the  Interim
Management Contract. PMC, a registered adviser under the Investment Advisers Act
of 1940,  serves as the  investment  manager for each of the mutual funds in the
Pioneer complex of mutual funds. PMC also manages Pioneer Interest Shares,  Inc.
(a  closed-end  investment  company)  and advises  certain  other  institutional
accounts.  PMC is one of the oldest money  managers in the United States and, as
of June 30, 1995, managed in excess of $12 billion in net assets worldwide,  for
more than 900,000  investors.  PMC is a wholly owned  subsidiary  of The Pioneer
Group, Inc.  ("PGI"),  a publicly traded Delaware  corporation.  PMC's and PGI's
executive offices are located at 60 State Street, Boston, Massachusetts 02109.
                                   -4-
<PAGE>

Terms of the Proposed and Interim Management Contracts

        The material terms of the Interim and Proposed Management  Contracts are
identical to those of the PWA Management Contract,  except for the identities of
parties and the dates of execution and termination.  Accordingly, the management
fee under the Interim and Proposed  Management  Contracts is payable at the same
rate as that previously payable under the PWA Management Contract. The following
description  of the terms of the Interim and  Proposed  Management  Contracts is
qualified in its  entirety by  reference to the copy of the Proposed  Management
Contract attached to this Proxy Statement as EXHIBIT A.

        Investment  Advisory and Management  Services.  Pursuant to the terms of
the Proposed and Interim Management Contracts, PMC serves as the sole investment
adviser to the Fund and is responsible for the overall  management of the Fund's
business affairs, subject only to the authority of the Fund's Board of Trustees.
PMC also makes all portfolio investment decisions for the Fund.

        Robert Benson,  a Senior Vice President of PMC, has been responsible for
the Fund's day-to-day portfolio decisions since the Fund's inception. Mr. Benson
continues to be responsible for the Fund's day-to-day  portfolio decisions after
the Acquisition.  PMC has hired a former employee of WALP to continue to provide
to the Fund  after the  Acquisition  the same  level of real  estate  securities
advice that he previously  provided  through  WALP. In addition,  PMC at its own
expense has contracted with an affiliate of WALP for consulting advice regarding
real estate projects in which issuers of the Fund's portfolio securities have an
interest.

        The Fund's  portfolio  is now  overseen  by an Equity  Committee,  which
consists of PMC's most senior equity  professionals,  and a Portfolio Management
Committee,  which consists of PMC's domestic  equity  portfolio  managers.  Both
committees  are  chaired  by  Mr.  David  Tripple,  PMC's  President  and  Chief
Investment Officer and Executive Vice President of the Fund.

        Management  Fees  and  Expense  Limitation.   As  indicated  above,  the
management fee under the Interim and Proposed  Management  Contracts is the same
as the management fee under the PWA Management Contract.

        As  compensation  for its  investment  advisory  services,  PMC  earns a
management  fee under the Interim  Management  Contract at a rate equal to 1.00%
per annum of the Fund's average daily net assets. This fee is computed daily and
payable  monthly.  As  indicated  above,  the fee under the  Interim  Management
Contract  will  only  be paid  to PMC  upon  approval  by  shareholders  of this
Proposal.  The  management  fee, which is greater than those paid by most mutual
funds,  reflects the added  complexity and additional  expenses  associated with

                                      -6-

<PAGE>
analyzing  real estate  related  securities  and is comparable to those of other
mutual funds with similar investment objectives.

        PMC has voluntarily  agreed to continue on a temporary basis the expense
limitation previously agreed to by PWA. Under this expense limitation,  PMC will
not impose a portion of its management fee and will make other arrangements,  if
necessary,  to limit the total  operating  expenses  of the Fund to 1.75% of its
average  daily  net  assets.   Although  this  arrangement  may  be  revised  or
discontinued by PMC at its discretion at any time, PMC has no current  intention
to do so.

        During  the  period  from  March 1, 1995  (commencement  of  operations)
through June 30,  1995,  the Fund paid no  management  fees to PWA under the PWA
Management  Contract pursuant to the expense  limitation.  In the absence of the
expense  limitation,  the Fund would have paid  management fees to PWA under the
PWA  Management  Contract in the amount of $433 for the same period.  During the
period from  February 15, 1995 through  June 30, 1995,  PWA paid no  subadvisory
fees to either WALP or PMC.  The  subadvisory  fees payable to WALP and PMC were
reduced  proportionally  to the extent that the management fee was reduced under
PWA's voluntary  expense  limitation.  In the absence of PWA's voluntary expense
limitation,  PWA would have paid  subadvisory fees to each of WALP and PMC under
the WALP  and PMC  Subadvisory  Agreements  in the  amount  of $130 for the same
period.  As of June 30,  1995,  the Fund's net assets  were  approximately  $177
thousand.

        Expenses.  Under the Interim and Proposed Management Contracts, PMC pays
all  expenses  related  to its  services  for the  Fund  with the  exception  of
bookkeeping,  custodial,  transfer  agency,  auditing,  legal and certain  other
specified expenses, which are paid by the Fund. The Fund also pays all brokerage
commissions  and any taxes or other  charges in  connection  with its  portfolio
transactions.

        Approval and Termination Provisions. The Interim and Proposed Management
Contracts  were  approved by the Board of Trustees,  including a majority of the
Independent  Trustees,  of the  Fund on June 6,  1995.  The  Interim  Management
Contract  expires  on  October  30,  1995.  If  this  Proposal  is  approved  by
shareholders of the Fund, the Proposed Management Contract will remain in effect
until  May 31,  1997  and  from  year  to year  thereafter,  provided  that  its
continuance  is  approved  at least  annually  by the vote of a majority  of the
Independent  Trustees  cast in person at a meeting  called  for the  purpose  of
voting on such approval, and either by vote of a majority of the Fund's Trustees
or a "majority of the outstanding  voting  securities" (as defined below) of the
Fund. The Interim and Proposed  Management  Contracts may be terminated  without
penalty on 60 days' written  notice by the Fund's Board of Trustees,  by vote of
holders of a majority of the Fund's shares or by PMC.


                                      -6-
<PAGE>

        Standard of Care. The Interim and Proposed Management  Contracts provide
that, in the absence of willful  misfeasance,  bad faith or gross  negligence on
the part of PMC, or of the reckless disregard of its obligations and duties, PMC
will not be liable for any act or omission in the course of, or connected  with,
rendering  services  under such  Contracts.  This  "standard of care",  which is
identical to that under the PWA  Management  Contract,  is  consistent  with the
Investment Company Act and common practice in the mutual fund industry.

Board of Trustees' Evaluation and Recommendation

        THE TRUSTEES  UNANIMOUSLY  RECOMMEND THAT THE  SHAREHOLDERS  OF THE FUND
APPROVE THE TERMS OF THE PROPOSED MANAGEMENT CONTRACT AND APPROVE THE PAYMENT OF
FEES UNDER THE INTERIM MANAGEMENT CONTRACT.

        The Board of Trustees, including a majority of the Independent Trustees,
determined  that the  terms of the  Proposed  Management  Contract  are fair and
reasonable and that approval of the terms of the Proposed Management Contract on
behalf of the Fund is in the best  interests  of the Fund and its  shareholders.
The Board of Trustees,  including a majority of the Independent  Trustees,  also
determined  that the  payment of fees under the Interim  Management  Contract is
fair and reasonable and recommends that shareholders approve the payment of such
fees. In making these determinations, the Trustees considered the following: (a)
the identical material terms,  including the management fee rate, under both the
Proposed  Management  Contract  and  the  PWA  Management   Contract;   (b)  the
substantially  similar nature and quality of services previously provided by PMC
under the Prior Subadvisory  Agreement to those currently  provided by PMC under
the Interim Management  Contract;  (c) PMC's hiring of a former employee of WALP
to continue to provide to the Fund after the  Acquisition the same level of real
estate  securities  advice that he previously  provided  through WALP; (d) PMC's
contracting  with an  affiliate of WALP for  consulting  advice  regarding  real
estate  projects in which  issuers of the Fund's  portfolio  securities  have an
interest;  and (e) the  reasonableness of PMC's compensation and profits and the
financial and managerial stability of PMC and its parent company.

        In the event that this Proposal is not approved by the  shareholders  of
the Fund, the Interim Advisory Agreement will terminate on October 30, 1995, the
fees payable  thereunder  will be remitted to the Fund, the Proposed  Management
Contract  will  not  become  effective  and no  person  will  then  serve as the
investment  manager to the Fund. In such event,  the Trustees will consider what
further action should be taken.


                                      -7-
<PAGE>

Additional Information Pertaining to PMC

        For  additional   information   concerning  the  management,   ownership
structure, affiliations, brokerage policies and certain other matters pertaining
to PMC, see the Appendix.

Vote Required

        Approval of this Proposal  requires the affirmative  vote of a "majority
of the outstanding  voting securities" of the Fund, which for this purpose means
the affirmative vote of the lesser of (i) 67% or more of the outstanding  shares
of the Fund present at the Meeting and entitled to vote,  if the holders of more
than 50% of the  outstanding  shares of the Fund are present or  represented  by
proxy or (ii) more than 50% of the outstanding shares of the Fund.
Each Fund share is entitled to one vote.


                                 OTHER MATTERS


        The Fund's  management  knows of no  business  to be brought  before the
Meeting except as described above.  However,  if any other matters properly come
before  the  meeting,  it is  expected  that,  absent  specific  Contract  Owner
instructions  to the contrary,  SMA will vote on such matters in accordance with
its best judgment.  If Contract Owners desire  additional  information about the
matters proposed for action, the Trust's management will be pleased to hear from
them and to provide further information.

Proxies, Quorum and Voting at the Meeting

        A proxy executed by SMA may be revoked at any time prior to its exercise
by  execution of a  superseding  proxy,  by  submission  of a written  notice of
revocation  to the Secretary of the Trust or by attending the Meeting and voting
in person.  All properly executed and unrevoked proxies received in time for the
Meeting  will be voted in  accordance  with the  instructions  contained  in the
proxies.  If no instruction is given, the persons named as proxies will vote the
shares  represented  thereby in favor of the matters  set forth in the  attached
Notice and will use their best judgment in connection  with the  transaction  of
such other  business as may properly come before the Meeting or any  adjournment
thereof.  As indicated above, SMA will vote shares for which it has not received
instructions  (or  for  which  voting  is left to its  discretion)  in the  same
proportion as shares for which instructions are received.

        In the event  that,  at the time any session of the Meeting is called to
order,  a quorum is not  present  in person or by proxy,  the  persons  named as
proxies may vote those  proxies  which have been received to adjourn the Meeting


                                      -8-
<PAGE>
to a later date. In the event that a quorum is present but  sufficient  votes in
favor of the Proposal has not been  received,  the persons named as proxies will
vote those  proxies which they are entitled to vote in favor of the Proposal for
such an adjournment and will vote those proxies required to be voted against the
Proposal against any such adjournment.

        Shares of the Fund  (including  shares which abstain or do not vote with
respect to the Proposal presented for shareholder  approval) will be counted for
purposes of determining whether a quorum is present at the Meeting.  Abstentions
from voting will be treated as shares that are present and  entitled to vote for
purposes of  determining  the number of shares that are present and  entitled to
vote with  respect to a Proposal,  but will not be counted as a vote in favor of
that Proposal.  Accordingly,  an abstention from voting has the same effect as a
vote against a Proposal.

Shareholder Proposals

        The Fund is not  required to hold annual  meetings of  shareholders  and
does not currently intend to hold such a meeting in 1996. Instead, meetings will
be held only when and if required.  Shareholders  proposals for inclusion in the
proxy  statement for any subsequent  meeting must be received by the Trust at 60
State Street,  Boston,  Massachusetts  02109 within a reasonable time before any
such meeting.

Simultaneous Meetings

        The meeting of shareholders of the Fund is called to be held at the same
time as the meetings of shareholders  of certain of the other  portfolios of the
Trust.  It is anticipated  that all meetings will be held  simultaneously.  If a
Fund shareholder at the meeting objects to the holding of a simultaneous meeting
and  moves  for an  adjournment  of the  meeting  to a time  promptly  after the
simultaneous  meetings,  the persons named as proxies will vote in favor of such
adjournment.

Expenses and Methods of Solicitation

        The costs of the Meeting, including solicitation of voting instructions,
will be paid by PMC. SMA and/or PMC may, at its expense, have one or more of its
officers,   representatives  or  compensated   third-party  agents  aid  in  the
solicitation  of proxies by  personal  interview  or  telephone  and  telegraph,
provided that SMA will be reimbursed  by PMC, upon request,  for its  reasonable
expenses in conducting such activities.

                        PIONEER VARIABLE CONTRACTS TRUST
                      Pioneer Real Estate Growth Portfolio


August 24, 1995


                                      -9-
<PAGE>


                                    APPENDIX


Additional Information Pertaining to PMC

        Directors.  The following table provides information with respect to the
Directors of PMC:


Name, Age and Address                       Principal Occupation(s)

John F. Cogan, Jr., 69                      President and a Director of
60 State Street                             PGI; Chairman and a Director
Boston, MA  02109                           of PMC, Pioneer Funds Distributor,
                                            Inc. ("PFD") and Teberebie
                                            Goldfields Limited; Chairman, a
                                            Managing Partner and Chief Executive
                                            Officer of PWA; Director of
                                            Pioneering Services Corporation
                                            ("PSC"), Pioneer Capital Corporation
                                            ("PCC"); and Forest-Starma (a
                                            Russian corporation); President and
                                            Director of Pioneer Plans
                                            Corporation ("PPC"), Pioneer
                                            Investment Corporation ("PIC"),
                                            Pioneer Metals and Technology, Inc.
                                            ("PMT") and Pioneer International
                                            Corporation ("P. Intl."), Luscinia,
                                            Inc., Pioneer First Russian, Inc.
                                            ("First Russian"), Pioneer Omega,
                                            Inc. ("Omega") and Theta
                                            Enterprises, Inc.; Chairman,
                                            President and Director of Pioneer
                                            Goldfields Limited ("PGL");
                                            Chairman, President and Trustee of
                                            each of the mutual funds in the
                                            Pioneer Complex of Funds; Chairman,
                                            President and Director of Pioneer
                                            Interest Shares, Inc. ("Interest
                                            Shares); Chairman of NEVA-Charles
                                            Joint Venture; Chairman of the
                                            Supervisory Board of Pioneer Fonds
                                            Marketing GmbH ("Pioneer GmbH");
                                            Member of the Supervisory Board of


                                      -10-
<PAGE>
                                            Pioneer First Polish Trust Fund
                                            Joint Stock Company ("PFPT"); and
                                            Chairman and Partner, Hale and Dorr
                                            (Counsel to the Fund).

David D. Tripple, 50                        Executive Vice President and
60 State Street                             Director of PGI; Executive
Boston,                                     MA 02109 Vice President and a
                                            Managing Partner of PWA; President,
                                            Chief Investment Officer and a
                                            Director of PMC; Director of PFD,
                                            PCC, Pioneer SBIC Corp., P. Intl.,
                                            PIC and First Russian; Member of the
                                            Supervisory Board of PFPT; Director
                                            and Vice President of Omega;
                                            Executive Vice President and Trustee
                                            of each of the mutual funds in the
                                            Pioneer Complex of Funds; Executive
                                            Vice President and Director of
                                            Interest Shares.

Robert L. Butler, 54                        Executive Vice President and a
60 State Street                             Director of PGI; President and
Boston,                                     MA 02109 a Director of PFD; Director
                                            of PSC, PIC, and P. Intl.; Vice
                                            Chairman of Pioneer GmbH; and a
                                            Member of the Supervisory Board of
                                            PFPT.

Philip L. Carret, 98                        Chairman emeritus of Carret &
Carret & Company                            Company, Inc., a broker-dealer
560 Lexington Avenue                        and investment adviser; and
New York, NY 10022                          Trustee emeritus of certain funds in
                                            the Pioneer Family of Mutual Funds.




        Ownership of PMC. PMC is a  wholly-owned  subsidiary  of PGI. As of June
30,  1995,  Mr.  Cogan   beneficially  owned  3,656,841  shares  14.4%)  of  the
outstanding  Common  Stock of PGI.  Mr.  Cogan's  beneficial  holdings  included
1,637,726 shares held in trusts with respect to which Mr. Cogan may be deemed to
be a beneficial owner by reason of his interest as a beneficiary and/or position
as a  trustee  and  shares  which  Mr.  Cogan  has the  right to  acquire  under
outstanding  options  within sixty days of June 30, 1995. At such date,  Messrs.
Butler, Carret and Tripple, PMC's other directors,  each owned beneficially less
than 2% of the  outstanding  Common Stock of PGI. As of June 30, 1995,  officers

                                      -11-
<PAGE>
and directors of PMC and Trustees and officers of the Fund beneficially owned an
aggregate of 4,946,866 shares of Common Stock of PGI,  approximately  20% of the
outstanding  Common Stock of PGI.  During  PGI's fiscal year ended  December 31,
1994, there were no transactions in PGI Common Stock by any officer,  Trustee of
the  Fund or  Director  of PMC in an  amount  equal  to or  exceeding  1% of the
outstanding Common Stock of PGI.

        Services Provided to the Fund By Affiliates of PMC.  Pioneering Services
Corporation,  a wholly owned  subsidiary  of PGI  ("PSC"),  serves as the Fund's
transfer agent and shareholder  servicing agent. Under the terms of its contract
with the Fund,  PSC's duties  include:  (i) processing  sales,  redemptions  and
exchanges of shares of the Fund for SMA and any other insurance company separate
account utilizing the Fund as an investment vehicle; (ii) distributing dividends
and capital gains associated with Fund portfolio accounts; and (iii) maintaining
certain  account  records.  For the period from March 1, 1995  (commencement  of
operations)  through  June 30,  1995,  the Fund  paid PSC $488 in fees for these
services.

        Pioneer Funds Distributor,  Inc., an indirect wholly owned subsidiary of
PGI ("PFD"), serves as the Fund's principal underwriter.  During the period from
March 1, 1995  (commencement of operations)  through June 30, 1995, SMA paid PFD
approximately $750 in promotional and marketing allowances relating to the Fund.

        Similar  Fund Managed By PMC.  PMC serves as the  investment  manager to
Pioneer Real Winthrop Estate  Investment Fund (the "Real Estate Fund") which has
an investment  objective  similar to that of the Fund. As of June 30, 1995, Real
Estate  Fund had $28 million in net assets.  The  management  fee payable by the
Real  Estate Fund is payable  quarterly  at an annual rate equal to 1.00% of the
Real Estate Fund's  average  daily net assets.  PMC has  voluntarily  agreed not
impose a  portion  of its  management  fee and to make  other  arrangements,  if
necessary,  to limit the operating  expenses of the Real Estate Fund to 1.75% of
its average daily net assets.  This agreement may be revised or  discontinued by
PMC at its discretion at any time.

        Portfolio Transactions. All orders for the purchase or sale of portfolio
securities  are  placed  on  behalf  of the Fund by PMC  pursuant  to  authority
contained  in the Interim and Proposed  Management  Contracts.  Consistent  with
PMC's   fiduciary  duty  to  obtain  the  best  execution  for  Fund  securities
transactions,  PMC is not prohibited  from causing the Fund to pay a broker that
provides  brokerage  and research  services a commission in excess of the amount
another  broker might have charged for  effecting a securities  transaction,  in
accordance with applicable legal  requirements.  Pursuant to such  requirements,
PMC might  authorize a higher  commission  to be paid if PMC  determined in good
faith that the amount to be paid was  reasonable  in  relation  to the  services


                                      -12-
<PAGE>
received   in  terms  of  the   particular   transaction   and   PMC's   overall
responsibilities to the Fund and other clients.

        Such research services must provide lawful and appropriate assistance to
PMC in the performance of its investment  decision-making  responsibilities  and
could include advice  concerning the value of securities;  the  advisability  of
investing in, purchasing or selling  securities;  the availability of securities
or the  purchasers  or sellers of  securities;  furnishing  analysis and reports
concerning  issuers,  industries,   securities,  economic  factors  and  trends,
portfolio  strategy  and  performance  of  accounts;  and  effecting  securities
transactions and performing  functions incidental thereto (such as clearance and
settlement).  This information  might be useful to PMC in providing  services to
the Fund as well as to other  investment  companies or accounts  managed by PMC,
although not all of such  research may be useful to the Fund.  Conversely,  such
information provided to PMC by brokers and dealers through whom other clients of
PMC effect securities  transactions might be useful to PMC in providing services
to the Fund. The receipt of such research is not expected to reduce PMC's normal
independent research activities; however, it enables PMC to avoid the additional
expense  which  might  otherwise  be  incurred  if it were to attempt to develop
comparable information through its own staff.

                     -------------------------------------

                                      -13-

<PAGE>



                        PIONEER VARIABLE CONTRACTS TRUST
                            America Income Portfolio
                                60 State Street
                          Boston, Massachusetts 02109
                                 1-800-225-6292
                 ----------------------------------------------

                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                 ----------------------------------------------

                          To Be Held October 10, 1995

        NOTICE IS HEREBY  GIVEN  that a Special  Meeting  of  Shareholders  (the
"Meeting")  of the America  Income  Portfolio  (the "Fund") of Pioneer  Variable
Contracts  Trust, a Delaware  business trust (the "Trust"),  will be held at the
offices of Hale and Dorr, counsel to the Trust, at 60 State Street,  26th Floor,
Boston,  Massachusetts 02109, at 2:00 p.m. (Boston time) on Tuesday, October 10,
1995.  The  purpose of the  Meeting is to  consider  and act upon the  following
proposals:

     (1)  To  approve  the  elimination  of the  Fund's  fundamental  investment
          restriction  limiting  investment to certain types of U.S.  Government
          Securities; and

     (2)  To  transact  such other  business  as may  properly  come  before the
          Meeting or any adjournments thereof.

Your Board of Trustees Recommends that You Vote in Favor of the Proposal

        Shareholders  of record as of the close of  business  on August 18, 1995
are entitled to notice of and to vote at the Meeting or any adjournment thereof.

                                            By Order of the Board of Trustees,


                                            Joseph P. Barri, Secretary
August 29, 1995
Boston, Massachusetts



                             YOUR VOTE IS IMPORTANT

WHETHER  OR NOT YOU EXPECT TO BE PRESENT AT THE  MEETING,  PLEASE  COMPLETE  AND
RETURN THE ENCLOSED FORM OF PROXY IN THE ACCOMPANYING  ENVELOPE,  WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED  STATES.  YOU MAY STILL VOTE IN PERSON IF YOU
ATTEND THE MEETING.


<PAGE>



                        PIONEER VARIABLE CONTRACTS TRUST
                            America Income Portfolio
                                60 State Street
                          Boston, Massachusetts 02109
                                 1-800-225-6292

                 ----------------------------------------------

                                PROXY STATEMENT
                 ----------------------------------------------


                        SPECIAL MEETING OF SHAREHOLDERS
                          To Be Held October 10, 1995



        This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Pioneer Variable Contracts Trust, a Delaware
business trust (the "Trust"). The proxies will be used at the Special Meeting of
Shareholders  (the  "Meeting")  of the Trust's  America  Income  Portfolio  (the
"Fund") to be held on Tuesday,  October 10, 1995 at 2:00 p.m. (Boston time). The
Meeting will be held at the offices of Hale and Dorr,  counsel to the Trust,  at
60 State Street, 26th Floor, Boston, Massachusetts 02109.

        The Board of Trustees has fixed the close of business on August 18, 1895
as the record date for the determination of shareholders of the Fund entitled to
notice of and to vote at the Meeting. On the record date, _______________ shares
of beneficial interest of the Fund were outstanding. As of such date, except for
The Pioneer Group, Inc. (which owned 33.6% of all outstanding  shares),  the SMA
Life Assurance  Company ("SMA") was the sole  shareholder of record of the Fund.
SMA will  vote  shares of the Fund held by it in  accordance  with  instructions
received  from  variable  annuity  contract  owners or  participants  ("Contract
Owners") for whose accounts such shares of the Fund are held. Accordingly,  this
Proxy  Statement  is also  intended to be used by SMA in  obtaining  such voting
instructions  from Contract Owners.  In the event that a Contract Owner gives no
instructions  or leaves  the manner of voting  discretionary,  SMA will vote the
shares of the Fund  attributable to the Contract Owner in the same proportion as
shares for which instructions are received.

        This Proxy  Statement,  the attached  Notice and the enclosed proxy card
(or voting  instructions  card) are being mailed to shareholders of the Fund and
to Contract  Owners on or about August 29, 1995. The Fund's  semi-annual  report
for its fiscal  period  ended June 30,  1995 may be  obtained  free of charge by
writing  to  the  Fund  at its  executive  offices,  60  State  Street,  Boston,
Massachusetts 02109 or by calling 1-800-225-6292.

<PAGE>

                                   PROPOSAL 1

                   APPROVAL OF THE ELIMINATION OF THE FUND'S
                 INVESTMENT RESTRICTION LIMITING INVESTMENT TO
                  CERTAIN TYPES OF U.S. GOVERNMENT SECURITIES

        The Trustees of the Trust  recommend that the  shareholders  approve the
elimination of the Fund's  fundamental  investment  policy  limiting the Fund to
investment only in U.S. Government  Securities that are backed by the full faith
and credit of the  United  States and in  related  when-issued  commitments  and
repurchase agreements ("FFC Securities").

Why is this change being proposed?

        Investment Flexibility.  Pioneering Management  Corporation,  the Fund's
investment  adviser (the "Adviser"),  believes that the flexibility to invest in
U.S. Government Securities not backed by the full faith and credit of the United
States  government  ("Non-FFC  Securities")  would be beneficial in pursuing the
Fund's  investment  objective of seeking as high a level of current income as is
consistent with the  preservation  of capital.  In the Adviser's  opinion,  many
Non-FFC  Securities  present attractive  investment  opportunities  which, under
certain  market  conditions,   may  offer  higher  yields  than  comparable  FFC
Securities.

        Minimal Increased Credit Risk.  Certain Non-FFC Securities are supported
by the discretionary  authority of the U.S.  Government to purchase the issuer's
obligations  or by the right of the  issuer to  borrow  from the U.S.  Treasury.
However,  the U.S. Treasury is under no legal obligation to purchase  securities
or to make loans.  Other Non-FFC  Securities are supported only by the credit of
the agency,  authority or instrumentality  itself. Agencies or instrumentalities
whose  obligations  are not  backed  by the full  faith  and  credit of the U.S.
Government  include,  among others,  the Federal National  Mortgage  Association
("Fannie Mae"), Federal Home Loan Banks, the Student Loan Marketing  Association
("Sallie Mae"),  the Tennessee Valley  Authority,  the Bank for Cooperatives and
the Federal Home Loan Mortgage Corporation.

        Like FFC Securities,  Non-FFC  Securities do not involve the significant
credit risks usually  associated with investments in other types of fixed income
securities.  Although in theory Non-FFC  Securities  present  marginally greater
credit risk than FFC  Securities,  the Adviser  believes that this difference is
insignificant  because of the solvency of the issuers of the Non-FFC  Securities
<PAGE>
in  which  the  Fund  would  invest  and the  great  unlikelihood  that the U.S.
Government would ever permit an agency,  authority or instrumentality to default
on its obligations.

        The primary  risks of investing  in U.S.  Government  Securities  of all
types instead  relate to sensitivity to interest rate movements and, in the case
of  mortgage-related  U.S.  Government  Securities,  prepayment and  foreclosure
rates. The degree to which these risks are present in a particular investment is
independent of the credit  underlying  the  investment.  Any particular  Non-FFC
Security may involve more  interest  rate and/or  prepayment  risk than some FFC
Securities and less than others. Consequently, in the Adviser's view, investment
of a portion of the Fund's  assets in Non-FFC  Securities  would not  materially
increase the Fund's overall risk profile as a result of additional credit risk.

        Facilitating Technical Tax Compliance.  In order for a variable contract
based on an  insurance  company  separate  account to qualify for  deferred  tax
treatment  under the  Internal  Revenue  Code of 1986,  the account must satisfy
certain  portfolio  diversification  standards,  including  with  respect to the
underlying  investments  of any mutual  fund in which the account  invests  that
functions exclusively as a separate account investment vehicle.

        In order for the SMA separate  account (or any future separate  accounts
investing in the Fund) to satisfy the  diversification  standard,  unless a safe
harbor or a start-up period exception is available,  at the end of each calender
quarter  or  within  30  days  thereafter,  one of the  applicable  restrictions
provides  that no  more  than  55% of the  value  of the  Fund's  assets  may be
represented by investments in the securities of any one issuer; no more than 70%
of the value of the  Fund's  assets may be  represented  by  investments  in the
securities  of any two  issuers;  no more  than 80% of the  value of the  Fund's
assets may be represented by investments in the securities of any three issuers;
and no more than 90% of the value of the  Fund's  assets may be  represented  by
investments in the securities of any four issuers. For purposes of this test, it
is helpful to have  available a larger  number of issuers whose  securities  the
Fund may purchase, and each U.S. Government agency or instrumentality is treated
as a separate  issuer.  Under the Fund's  current  investment  restriction,  the
requirement  is  difficult to satisfy  because  there are only a small number of
agencies or  instrumentalities  that issue FFC Securities,  and hence, a limited
number of eligible  separate  issuers.  On the other hand,  there is available a
relatively large number of separate issuers of Non-FFC Securities. Consequently,
the proposed change in the Fund's  investment  policy would enable the Fund more
easily to satisfy this technical requirement, satisfaction of which is necessary
for Contract  Owners to receive the  expected  tax  deferred  treatment of their
investment.
<PAGE>

What will the new policy be?

        If  shareholders  approve  the  elimination  of the  current  investment
restriction,  the  Trustees  intend  to  adopt a more  flexible  non-fundamental
restriction that would permit investments by the Fund in Non-FFC Securities,  as
well as FFC Securities.  Such a non-fundamental  investment restriction could be
amended or  eliminated  by the Trustees  without a  shareholder  vote.  Upon the
adoption of such a policy,  the Fund's  prospectus  and  statement of additional
information would be revised  accordingly,  including the addition of disclosure
regarding certain specific types of Non-FFC Securities.

        The Trustees recommend changing the fundamental  investment  restriction
with respect to investments in U.S.  Government  Securities to a non-fundamental
policy with the  language to be added shown in boldface  and the  language to be
deleted shown in bracketed italics to provide that the Fund may not:

Invest its  assets,  except in U.S.  Government  Securities  [backed by the full
faith and credit of] issued or  guaranteed  as to principal  and interest by the
U.S.  Government,   its  agencies,   authorities  or  instrumentalities  and  in
when-issued   commitments  and  repurchase  agreements  with  respect  to  these
securities.

As indicated above, the foregoing  restriction may be changed by approval of the
Trustees without a vote of shareholders.  The Trustees, however, have no present
intention to further revise this policy.

Vote Required

        Approval of this Proposal  requires the affirmative  vote of a "majority
of the outstanding  voting securities" of the Fund, which for this purpose means
the affirmative vote of the lesser of (i) 67% or more of the outstanding  shares
of the Fund present at the Meeting and entitled to vote,  if the holders of more
than 50% of the  outstanding  shares of the Fund are present or  represented  by
proxy or (ii) more  than 50% of the  outstanding  shares of the Fund.  Each Fund
share is entitled to one vote.

        If the  shareholders  do  not  approve  the  Proposal,  the  fundamental
investment  restriction  of  the  Fund  with  respect  to  investments  in  U.S.
Government Securities will remain unchanged.
<PAGE>


                                             OTHER MATTERS


        The Fund's  management  knows of no  business  to be brought  before the
Meeting except as described above.  However,  if any other matters properly come
before  the  meeting,  it is  expected  that,  absent  specific  Contract  Owner
instructions  to the contrary,  SMA will vote on such matters in accordance with
its best judgment.  If Contract Owners desire  additional  information about the
matters proposed for action, the Trust's management will be pleased to hear from
them and to provide further information.

Proxies, Quorum and Voting at the Meeting

        A proxy executed by SMA may be revoked at any time prior to its exercise
by  execution of a  superseding  proxy,  by  submission  of a written  notice of
revocation  to the Secretary of the Trust or by attending the Meeting and voting
in person.  All properly executed and unrevoked proxies received in time for the
Meeting  will be voted in  accordance  with the  instructions  contained  in the
proxies.  If no instruction is given, the persons named as proxies will vote the
shares  represented  thereby in favor of the matters  set forth in the  attached
Notice and will use their best judgment in connection  with the  transaction  of
such other  business as may properly come before the Meeting or any  adjournment
thereof.  As indicated above, SMA will vote shares for which it has not received
instructions  (or  for  which  voting  is left to its  discretion)  in the  same
proportion as shares for which instructions are receivable.

        In the event  that,  at the time any session of the Meeting is called to
order,  a quorum is not  present  in person or by proxy,  the  persons  named as
proxies may vote those  proxies  which have been received to adjourn the Meeting
to a later date. In the event that a quorum is present but  sufficient  votes in
favor of the Proposal has not been  received,  the persons named as proxies will
vote those  proxies which they are entitled to vote in favor of the Proposal for
such an adjournment and will vote those proxies required to be voted against the
Proposal against any such adjournment.

        Shares of the Fund  (including  shares which abstain or do not vote with
respect to the Proposal presented for shareholder  approval) will be counted for
purposes of determining whether a quorum is present at the Meeting.  Abstentions
from voting will be treated as shares that are present and  entitled to vote for
purposes of  determining  the number of shares that are present and  entitled to
<PAGE>
vote with respect to the Proposal, but will not be counted as a vote in favor of
the Proposal.  Accordingly,  an abstention  from voting has the same effect as a
vote against the Proposal.

Shareholder Proposals

        The Fund is not  required to hold annual  meetings of  shareholders  and
does not currently intend to hold such a meeting in 1996. Instead, meetings will
be held only when and if required.  Shareholders  proposals for inclusion in the
proxy  statement for any subsequent  meeting must be received by the Trust at 60
State Street,  Boston,  Massachusetts  02109 within a reasonable time before any
such meeting.

Expenses and Methods of Solicitation

        The costs of the Meeting, including solicitation of voting instructions,
will be paid by PMC. SMA and/or PMC may, at its expense, have one or more of its
officers,   representatives  or  compensated   third-party  agents  aid  in  the
solicitation  of proxies by  personal  interview  or  telephone  and  telegraph,
provided that SMA will be reimbursed  by PMC, upon request,  for its  reasonable
expenses in conducting such activities.

                        PIONEER VARIABLE CONTRACTS TRUST
                            America Income Portfolio


August 24, 1995






<PAGE>





                                   EXHIBIT A
                      PROPOSED FORM OF MANAGEMENT CONTRACT


                              MANAGEMENT CONTRACT


THIS  AGREEMENT  dated  this  _____ day of  ________,  1995  between  Pioneering
Management  Corporation,  a Delaware  corporation (the  "Manager"),  and Pioneer
Variable  Contracts  Trust, a Delaware  business trust, on behalf of Real Estate
Growth Portfolio (the "Portfolio").

                              W I T N E S S E T H

WHEREAS,  the  Trust  is  registered  as an  open-end,  diversified,  management
investment  company  under the  Investment  Company Act of 1940, as amended (the
"1940 Act"),  and has filed with the  Securities  and Exchange  Commission  (the
"Commission") a registration  statement (the  "Registration  Statement") for the
purpose of registering  its shares for public  offering under the Securities Act
of 1933, as amended,

WHEREAS,  the Trust  currently  issues  eight  series of shares,  including  the
Portfolio,

WHEREAS,  the  parties  hereto deem it  mutually  advantageous  that the Manager
should be engaged,  subject to the  supervision of the Trust's Board of Trustees
and officers, to manage the Portfolio,

NOW, THEREFORE,  in consideration of the mutual covenants and benefits set forth
herein, the Trust and the Manager do hereby agree as follows:

         1. (a) The Manager will regularly provide the Portfolio with investment
research,  advice and  supervision  and will furnish  continuously an investment
program for the Portfolio consistent with the investment objectives and policies
of the Portfolio.  The Manager will determine from time to time what  securities
shall be purchased for the Portfolio,  what securities  shall be held or sold by
the  Portfolio  and  what  portion  of the  Portfolio's  assets  shall  be  held
uninvested as cash, subject always to the provisions of the Trust's  Declaration
of Trust,  By-Laws and its registration  statements under the 1940 Act and under
the  Securities  Act of 1933  covering  the  Trust's  shares,  as filed with the
Securities and Exchange Commission,  and to the investment objectives,  policies
and  restrictions  of the  Portfolio,  as each of the same shall be from time to
time in effect, and subject,  further,  to such policies and instructions as the
Board of  Trustees  of the Trust may from time to time  establish.  To carry out
<PAGE>
such  determinations,  the Manager will exercise full discretion and act for the
Portfolio  in the same  manner  and with the same  force and effect as the Trust
itself might or could do with respect to purchases, sales or other transactions,
as well as with  respect to all other  things  necessary  or  incidental  to the
furtherance or conduct of such purchases, sales or other transactions.

         (b) The Manager will, to the extent reasonably  required in the conduct
of the business of the  Portfolio and upon the Trust's  request,  furnish to the
Portfolio  research,  statistical  and  advisory  reports  upon the  industries,
businesses,  corporations or securities as to which such requests shall be made,
whether  or not the  Portfolio  shall at the time  have any  investment  in such
industries,  businesses,  corporations  or securities.  The Manager will use its
best efforts in the preparation of such reports and will endeavor to consult the
persons and sources believed by it to have information available with respect to
such industries, businesses, corporations or entities.

         (c) The Manager will maintain all books and records with respect to the
Portfolio's securities  transactions required by sub-paragraphs (b)(5), (6), (9)
and (10) and  paragraph  (f) of Rule 31a-1  under the 1940 Act (other than those
records being  maintained by the  custodian or transfer  agent  appointed by the
Trust with respect to the  Portfolio)  and preserve such records for the periods
prescribed therefor by Rule 31a-2 of the 1940 Act. The Manager will also provide
to the Board of Trustees  such  periodic  and  special  reports as the Board may
reasonably request.

         2.The  Manager  recognizes  that the Trust may from time to time create
additional  portfolios  of the Trust,  that this  agreement  relates only to the
management of the assets of the single existing Portfolio of the Trust, and that
the  management of the assets of any  additional  portfolio of the Trust will be
subject to one or more separate investment management agreements.

         3. (a) Except as otherwise  provided  herein,  the Manager,  at its own
expense,  shall  furnish to the Trust office space in the offices of the Manager
or in such  other  place  as may be  agreed  upon  from  time to  time,  and all
necessary  office  facilities,  equipment and personnel for managing the affairs
and investments with respect to the Portfolio,  and shall arrange, if desired by
the Trust,  for members of the  Manager's  organization  to serve as officers or
agents of the Trust.

         (b)The  Manager  shall pay directly or reimburse the Trust for: (i) the
compensation  (if any) of the Trustees who are  affiliated  with,  or interested
persons  of, the Manager  and all  officers  of the Trust as such;  and (ii) all
expenses  not  hereinafter  specifically  assumed by the Trust or the  Portfolio
where such expenses are incurred by the Manager or by the Trust or the Portfolio
<PAGE>
in  connection  with the  management of the affairs of, and the  investment  and
reinvestment of the assets of, the Portfolio.

         (c)The  Trust shall  assume and shall pay: (i) charges and expenses for
fund accounting, pricing and appraisal services and related overhead, including,
to the extent such  services  are  performed  by personnel of the Manager or its
affiliates, office space and facilities and personnel compensation, training and
benefits;  (ii) the charges  and  expenses  of  auditors;  (iii) the charges and
expenses of any custodian, transfer agent, plan agent, dividend disbursing agent
and registrar  appointed by the Trust with respect to the Portfolio;  (iv) issue
and  transfer  taxes,  chargeable  to the Trust in  connection  with  securities
transactions  to which the Trust is a party;  (v) insurance  premiums,  interest
charges,  dues and fees for membership in trade  associations  and all taxes and
corporate  fees  payable by the Trust to  federal,  state or other  governmental
agencies;  (vi)  fees and  expenses  involved  in  registering  and  maintaining
registrations of the Trust and/or its shares with the Commission,  state or blue
sky  securities  agencies and foreign  countries,  including the  preparation of
Prospectuses  and  Statements  of  Additional  Information  for filing  with the
Commission;  (vii) all expenses of shareholders'  and Trustees'  meetings and of
preparing, printing and distributing prospectuses, notices, proxy statements and
all reports to  shareholders  and to governmental  agencies;  (viii) charges and
expenses of legal counsel to the Trust and the Trustees;  (ix) distribution fees
paid by the Trust in accordance  with Rule 12b-1  promulgated  by the Commission
pursuant to the 1940 Act; (x)  compensation  of those  Trustees of the Trust who
are not affiliated with or interested  persons of the Manager,  the Trust (other
than as Trustees),  The Pioneer Group, Inc. or Pioneer Funds Distributor,  Inc.;
(xi) the cost of preparing and printing  share  certificates;  (xii) interest on
borrowed  money,  if any;  and  (xii)  organizational  expenses  of the Trust or
Portfolio.

         (d) In addition to the expenses  described  in Section 3(c) above,  the
Trust shall pay all  brokers' and  underwriting  commissions  chargeable  to the
Portfolio in connection with securities transactions to which the Portfolio is a
party.

         4.It  is   understood   that  the   Manager  may  employ  one  or  more
sub-investment advisers (each a "Subadviser") under written agreements with each
such Subadviser,  provided that any such agreement is first approved by the vote
of a majority of the Trustees,  including a majority of the Trustees who are not
"interested  persons"  (as the term  "interested  person" is defined in the 1940
Act) of the Trust, the Manager or any such Subadviser,  at a meeting of Trustees
called for the purpose of voting on such  approval  and by a vote of a "majority
of the  outstanding  voting  securities"  (as  defined  in the 1940  Act) of the
<PAGE>
Portfolio. The authorization given to the Manager in Sections 1 and 7 hereof may
be delegated by it under any such agreement to any of the Subadvisers,  provided
that the Subadvisers  shall be subject to the same  restrictions and limitations
on the  investments and brokerage  discretion as the Manager.  While the Manager
shall be responsible for allocating  assets among the Subadvisers and monitoring
their  relative  performances,  the Trust agrees that the Manager  should not be
accountable to the Trust or the Portfolio or the  Portfolio's  shareholders  for
any loss or other  liability  relating to specific  investments  directed by any
Subadviser  (even  though the  Manager  retains  the right to  reserve  any such
investment),   because  the  Trust  and  the  Manager  will  be  relying  almost
exclusively on the expertise of the Subadvisers for the selection and monitoring
of specific investments directed by the Subadvisers.

         5. (a) The Trust  shall pay to the  Manager,  as  compensation  for the
Manager's  services  hereunder,  a fee at the  rate of  1.00%  per  annum of the
Portfolio's average daily net assets. The management fee payable hereunder shall
be computed  daily and paid monthly in arrears.  In the event of  termination of
this Agreement,  the fee provided in this Section shall be computed on the basis
of the period  ending on the last  business  day on which this  Agreement  is in
effect subject to a pro rata  adjustment  based on the number of days elapsed in
the current month as a percentage of the total number of days in such month.

         (b) If the  operating  expenses of the Portfolio in any year exceed the
limits set by state  securities laws or regulations in states in which shares of
the Portfolio are sold, the amount  payable to the Manager under  subsection (a)
above  will be  reduced  (but not below $0),  and the  Manager  shall make other
arrangements  concerning  expenses  but,  in each  instance,  only as and to the
extent  required  by such laws or  regulation.  If  amounts  have  already  been
advanced  to the Manager  under this  Agreement,  the  Manager  will return such
amounts to the Trust to the extent required by the preceding sentence.

         (c) In  addition  to the  foregoing,  the Manager may from time to time
agree not to impose all or a portion of its fee otherwise  payable hereunder (in
advance of the time such fee or a portion thereof would otherwise accrue) and/or
undertake to pay or reimburse the Trust for all or a portion of its expenses not
otherwise  required  to be  borne or  reimbursed  by the  Manager.  Any such fee
reduction or undertaking  may be  discontinued or modified by the Manager at any
time.

         6.The  Manager  will not be liable for any error of judgment or mistake
of law or for any loss  sustained  by reason of the  adoption of any  investment
policy or the purchase, sale, or retention of any security on the recommendation
of the Manager,  whether or not such  recommendation  shall have been based upon
its own  investigation  and research or upon  investigation and research made by
<PAGE>
any other individual, firm or corporation,  but nothing contained herein will be
construed to protect the Manager against any liability to the Trust or Portfolio
or its  shareholders  by  reason  of  willful  misfeasance,  bad  faith or gross
negligence  in the  performance  of its  duties  or by  reason  of its  reckless
disregard of its obligations and duties under this Agreement.

         7. (a) Nothing in this  Agreement will in any way limit or restrict the
Manager or any of its officers,  directors, or employees from buying, selling or
trading in any securities for its or their own accounts or other  accounts.  The
Manager  may  act  as an  investment  advisor  to  any  other  person,  firm  or
corporation,  and may perform  management  and any other  services for any other
person, association,  corporation, firm or other entity pursuant to any contract
or  otherwise,  and take any action or do any thing in  connection  therewith or
related  thereto;  and no such  performance  of management or other  services or
taking of any such  action  or doing of any such  thing  shall be in any  manner
restricted  or  otherwise  affected  by any  aspect of any  relationship  of the
Manager  to or with the Trust or deemed to  violate  or give rise to any duty or
obligation  of the Manager to the Trust except as otherwise  imposed by law. The
Trust  recognizes  that  Manager,  in  effecting  transactions  for its  various
accounts,  may not always be able to take or liquidate  investment  positions in
the same security at the same time and at the same price.

         (b) In connection  with purchases or sales of portfolio  securities for
the account of the  Portfolio,  neither  the  Manager nor any of its  Directors,
officers or employees will act as a principal or agent or receive any commission
except as permitted by the 1940 Act. The Manager  shall  arrange for the placing
of all  orders  for the  purchase  and  sale  of  portfolio  securities  for the
Portfolio's  account  with brokers or dealers  selected by the  Manager.  In the
selection of such brokers or dealers and the placing of such orders, the Manager
is directed at all times to seek for the Portfolio the most favorable  execution
and net price available except as described  herein.  It is also understood that
it is desirable for the Portfolio  that the Manager have access to  supplemental
investment and market  research and security and economic  analyses  provided by
brokers who may execute brokerage transactions at a higher cost to the Portfolio
than may  result  when  allocating  brokerage  to other  brokers on the basis of
seeking the most favorable price and efficient execution. Therefore, the Manager
is authorized  to place orders for the purchase and sale of  securities  for the
Portfolio with such brokers, subject to review by the Trust's Trustees from time
<PAGE>
to time with  respect to the extent and  continuation  of this  practice.  It is
understood  that the  services  provided  by such  brokers  may be useful to the
Manager in connection with its or its affiliates services to other clients.

         (c) On  occasions  when the  Manager  deems the  purchase  or sale of a
security to be in the best interest of the  Portfolio as well as other  clients,
the Manager,  to the extent  permitted by applicable laws and  regulations,  may
aggregate  the  securities  to be sold or  purchased in order to obtain the best
execution and lower brokerage commissions,  if any. In such event, allocation of
the  securities  so purchased or sold,  as well as the expenses  incurred in the
transaction,  will be made by the Manager in the manner it  considers  to be the
most  equitable and consistent  with its fiduciary  obligations to the Portfolio
and to such clients.

         8.This  Agreement  shall become  effective on the date hereof and shall
remain in force until ____________,  1997 and from year to year thereafter,  but
only so long as its  continuance is approved  annually by a vote of the Trustees
of the Trust voting in person,  including a majority of its Trustees who are not
parties  to this  Agreement  or  interested  persons  (as the  term  "interested
persons"  is  defined  in the 1940 Act) of any such  parties,  at a  meeting  of
Trustees  called for the  purpose of voting on such  approval  or by a vote of a
"majority of the outstanding  voting securities" (as defined in the 1940 Act) of
the  Portfolio,  subject to the right of the Trust and the Manager to  terminate
this contract as provided in Section 9 hereof.

         9.Either party hereto may, without penalty, terminate this Agreement by
vote of its Board of Directors or its Board of Trustees,  as the case may be, or
by vote of a "majority of its outstanding  voting securities" (as defined in the
1940 Act) of the  Portfolio  and the  giving of 60 days'  written  notice to the
other party.

         10.This  Agreement  shall  automatically  terminate in the event of its
assignment. For purposes of this Agreement, the term "assignment" shall have the
meaning given it by Section 2(a)(4) of the 1940 Act.

         11.The  Trust agrees that in the event that neither the Manager nor any
of its affiliates  acts as an investment  adviser to the Trust,  the name of the
Trust, and any series thereof,  will be changed to one that does not contain the
name "Pioneer" or otherwise suggest an affiliation with the Manager.

         12.The Manager is an independent  contractor and not an employee of the
Fund for any purpose.  If any occasion  should arise in which the Manager  gives
any advice to its clients  concerning the shares of the  Portfolio,  the Manager
will act solely as  investment  counsel  for such  clients and not in any way on
behalf of the Trust or Portfolio.
<PAGE>

         13.This  Agreement  states the entire  agreement of the parties hereto,
and is intended to be the complete and exclusive  statement of the terms hereof.
It may not be added to or changed  orally,  and may not be modified or rescinded
except by a writing signed by the parties hereto and in accordance with the 1940
Act, when applicable.

         14.This  Agreement and all  performance  hereunder shall be governed by
the laws of The Commonwealth of Massachusetts, which apply to contracts made and
to be performed in The Commonwealth of Massachusetts.

         15.Any  term or  provision  of  this  Agreement  which  is  invalid  or
unenforceable in any jurisdiction  shall, as to such jurisdiction be ineffective
to the extent of such invalidity or  unenforceability  without rendering invalid
or  unenforceable  the  remaining  terms  or  provisions  of this  Agreement  or
affecting  the validity or  enforceability  of any of the terms or provisions of
this Agreement in any other jurisdiction.

         16.The  parties  to this  Agreement  acknowledge  and  agree  that  all
liabilities arising hereunder,  whether direct or indirect, and of any and every
nature  whatsoever  shall be satisfied solely out of the assets of the portfolio
affected thereby and that no Trustee,  officer or holder of shares of beneficial
interest  of the  Trust  shall be  personally  liable  for any of the  foregoing
liabilities.  The Trust's Certificate of Trust, as amended from time to time, is
on file in the Office of the  Secretary of State of the State of Delaware.  Such
Certificate of Trust and the Trust's Declaration of Trust describe in detail the
respective  responsibilities  and  limitations  on  liability  of the  Trustees,
officers, and holders of shares of beneficial interest.

         17.This  Agreement  may be  executed  simultaneously  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.


<PAGE>



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized  officers and their seal to be hereto affixed as of the
day and year first above written.


ATTEST:
                                    PIONEER VARIABLE CONTRACTS TRUST
                                            on behalf of
                                    Real Estate Growth Portfolio



- ---------------------------         ----------------------------
Joseph P. Barri                     John F. Cogan, Jr.
Secretary                           Chief Executive Officer


ATTEST:                             PIONEERING MANAGEMENT CORPORATION



- ---------------------------         ----------------------------
Joseph P. Barri                     David D. Tripple
Secretary                           President



                                PRELIMINARY COPY


PROXY                                                                     PROXY

                        PIONEER VARIABLE CONTRACTS TRUST
                          Real Estate Growth Portfolio


                 PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
                          To be held October 10, 1995


The undersigned,  having received notice of the meeting and  management's  proxy
statement  therefor,  and revoking all prior proxies,  hereby appoint(s) John F.
Cogan,  Jr., David D. Tripple,  Robert P. Nault and Joseph P. Barri, and each of
them,  attorneys or attorney of the undersigned (with full power of substitution
in them and each of them) for and in the  name(s) of the  undersigned  to attend
the Special  Meeting of  Shareholders  of the Real Estate Growth  Portfolio (the
"Fund") of Pioneer Variable Contracts Trust (the "Trust") to be held on Tuesday,
October  10,  1995 at 2:00 p.m.  (Boston  time) at the offices of Hale and Dorr,
counsel to the Trust, 60 State Street, 26th Floor,  Boston,  Massachusetts 02109
(the "Meeting"),  and any adjourned  session or sessions  thereof,  and there to
vote  and act  upon the  following  matters  (as  more  fully  described  in the
accompanying  Proxy  Statement)  in  respect of all shares of the Fund which the
undersigned  will be  entitled  to vote or act  upon,  with all the  powers  the
undersigned would possess if personally present:

     (1)  Toapprove  the  terms of a new  Management  Contract  with  Pioneering
          Management  Corporation  and to  approve  the  payment  to  Pioneering
          Management Corporation of fees under an Interim Management Contract:

               FOR |_|               AGAINST |_|           ABSTAIN |_|



IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.



<PAGE>



THE  SHARES  REPRESENTED  BY  THIS  PROXY  WILL  BE  VOTED  AS  DIRECTED  BY THE
UNDERSIGNED.  IF NO  DIRECTION  IS  GIVEN,  THIS  PROXY  WILL BE  VOTED  FOR THE
PROPOSAL.


                                            DATED:  ......................, 1995

                                            ....................................

                                            ....................................
                                                      Signature(s)

                                            In  signing,  please  write  name(s)
                                            exactly as  appearing  hereon.  When
                                            signing   as   attorney,   executor,
                                            administrator  or  other  fiduciary,
                                            please give your full title as such.
                                            Joint   owners   should   each  sign
                                            personally.

THIS  PROXY IS  SOLICITED  ON BEHALF OF THE BOARD OF  TRUSTEES  OF THE TRUST AND
SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED


<PAGE>

                                PRELIMINARY COPY


VOTING INSTRUCTIONS                                       VOTING INSTRUCTIONS

                           SMA LIFE ASSURANCE COMPANY


          VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS
                OF THE REAL ESTATE GROWTH PORTFOLIO (THE "FUND")
               OF PIONEER VARIABLE CONTRACTS TRUST (THE "TRUST")
                          To be held October 10, 1995

THIS  INSTRUCTION  FORM IS SOLICITED BY SMA LIFE ASSURANCE  COMPANY ("SMA") FROM
OWNERS OF VARIABLE ANNUITY CONTRACTS ISSUED BY SMA ("CONTRACT  OWNERS") WHO HAVE
SPECIFIED THAT A PORTION OF THEIR INVESTMENT BE ALLOCATED TO THE FUND


The  undersigned  Contract  Owner,  having  received  notice of the  meeting and
management's  proxy  statement  therefor,  and revoking all prior  instructions,
hereby instructs that the votes attributable to the undersigned's interests with
respect  to the Fund be cast as  designated  below  at the  Special  Meeting  of
Shareholders  of the Fund to be held on  Tuesday,  October 10, 1995 at 2:00 p.m.
(Boston  time) at the offices of Hale and Dorr,  counsel to the Trust,  60 State
Street,  26th  Floor,  Boston,  Massachusetts  02109  (the  "Meeting"),  and any
adjourned session or sessions thereof:

     (1)  To approve  the terms of a new  Management  Contract  with  Pioneering
          Management  Corporation  and to  approve  the  payment  to  Pioneering
          Management Corporation of fees under an Interim Management Contract:

               FOR |_|               AGAINST |_|           ABSTAIN |_|



IN ITS  DISCRETION,  SMA IS AUTHORIZED  TO VOTE UPON SUCH OTHER  BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.



<PAGE>



THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION  RELATES WILL BE VOTED BY SMA IN
THE MANNER  DIRECTED BY THE  UNDERSIGNED.  IF NO  DIRECTION  IS MADE,  THE VOTES
ATTRIBUTABLE TO THIS  INSTRUCTION  FORM WILL BE VOTED IN THE SAME RATIO AS VOTES
FOR WHICH INSTRUCTIONS HAVE BEEN RECEIVED BY SMA


                                            DATED:  ......................, 1995

                                            ....................................

                                            ....................................
                                                     Signature(s)

                                            In  signing,  please  write  name(s)
                                            exactly as  appearing  hereon.  When
                                            signing   as   attorney,   executor,
                                            administrator  or  other  fiduciary,
                                            please give your full title as such.
                                            Joint   owners   should   each  sign
                                            personally.



<PAGE>

                                PRELIMINARY COPY


PROXY                                                                     PROXY

                        PIONEER VARIABLE CONTRACTS TRUST
                            America Income Portfolio


                 PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
                          To be held October 10, 1995


The undersigned,  having received notice of the meeting and  management's  proxy
statement  therefor,  and revoking all prior proxies,  hereby appoint(s) John F.
Cogan,  Jr., David D. Tripple,  Robert P. Nault and Joseph P. Barri, and each of
them,  attorneys or attorney of the undersigned (with full power of substitution
in them and each of them) for and in the  name(s) of the  undersigned  to attend
the Special Meeting of Shareholders of the America Income Portfolio (the "Fund")
of Pioneer Variable Contracts Trust (the "Trust") to be held on Tuesday, October
10, 1995 at 2:00 p.m. (Boston time) at the offices of Hale and Dorr,  counsel to
the  Trust,  60 State  Street,  26th  Floor,  Boston,  Massachusetts  02109 (the
"Meeting"), and any adjourned session or sessions thereof, and there to vote and
act upon the  following  matters (as more fully  described  in the  accompanying
Proxy Statement) in respect of all shares of the Fund which the undersigned will
be  entitled  to vote or act upon,  with all the  powers the  undersigned  would
possess if personally present:

     (1)  To  approve  the  elimination  of the  Fund's  Fundamental  investment
          restriction  limiting  investment to certain types of U.S.  Government
          Securities:

               FOR |_|               AGAINST |_|           ABSTAIN |_|


IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.



<PAGE>



THE  SHARES  REPRESENTED  BY  THIS  PROXY  WILL  BE  VOTED  AS  DIRECTED  BY THE
UNDERSIGNED.  IF NO  DIRECTION  IS  GIVEN,  THIS  PROXY  WILL BE  VOTED  FOR THE
PROPOSAL.


                                            DATED:  ......................, 1995

                                            ....................................

                                            ....................................
                                                       Signature(s)

                                            In  signing,  please  write  name(s)
                                            exactly as  appearing  hereon.  When
                                            signing   as   attorney,   executor,
                                            administrator  or  other  fiduciary,
                                            please give your full title as such.
                                            Joint   owners   should   each  sign
                                            personally.

THIS  PROXY IS  SOLICITED  ON BEHALF OF THE BOARD OF  TRUSTEES  OF THE TRUST AND
SHOULD BE RETURNED AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED


<PAGE>
                                PRELIMINARY COPY


VOTING INSTRUCTIONS                                          VOTING INSTRUCTIONS

                           SMA LIFE ASSURANCE COMPANY


          VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS
                  OF THE AMERICA INCOME PORTFOLIO (THE "FUND")
               OF PIONEER VARIABLE CONTRACTS TRUST (THE "TRUST")
                          To be held October 10, 1995

THIS  INSTRUCTION  FORM IS SOLICITED BY SMA LIFE ASSURANCE  COMPANY ("SMA") FROM
OWNERS OF VARIABLE ANNUITY CONTRACTS ISSUED BY SMA ("CONTRACT  OWNERS") WHO HAVE
SPECIFIED THAT A PORTION OF THEIR INVESTMENT BE ALLOCATED TO THE FUND

The  undersigned  Contract  Owner,  having  received  notice of the  meeting and
management's  proxy  statement  therefor,  and revoking all prior  instructions,
hereby instructs that the votes attributable to the undersigned's interests with
respect  to the Fund be cast as  designated  below  at the  Special  Meeting  of
Shareholders  of the Fund to be held on  Tuesday,  October 10, 1995 at 2:00 p.m.
(Boston  time) at the offices of Hale and Dorr,  counsel to the Trust,  60 State
Street,  26th  Floor,  Boston,  Massachusetts  02109  (the  "Meeting"),  and any
adjourned session or sessions thereof:

     (1)  To  approve  the  elimination  of the  Fund's  fundamental  investment
          restriction  limiting  investment to certain types of U.S.  Government
          securities:


                FOR |_|               AGAINST |_|           ABSTAIN |_|



IN ITS  DISCRETION,  SMA IS AUTHORIZED  TO VOTE UPON SUCH OTHER  BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.



<PAGE>



THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION  RELATES WILL BE VOTED BY SMA IN
THE MANNER  DIRECTED BY THE  UNDERSIGNED.  IF NO  DIRECTION  IS MADE,  THE VOTES
ATTRIBUTABLE TO THIS  INSTRUCTION  FORM WILL BE VOTED IN THE SAME RATIO AS VOTES
FOR WHICH INSTRUCTIONS HAVE BEEN RECEIVED BY SMA


                                            DATED:  ......................, 1995

                                            ....................................

                                            ....................................
                                                      Signature(s)

                                            In  signing,  please  write  name(s)
                                            exactly as  appearing  hereon.  When
                                            signing   as   attorney,   executor,
                                            administrator  or  other  fiduciary,
                                            please give your full title as such.
                                            Joint   owners   should   each  sign
                                            personally.





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