VARIABLE INSURANCE CONTRACTS TRUST
N-30B-2, 1995-08-29
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PIONEER VISION                                       [top of graphic]
VARIABLE ANNUITY
PIONEER VARIABLE CONTRACTS TRUST                     [Pioneer logo]

  INTERNATIONAL GROWTH PORTFOLIO
  CAPITAL GROWTH PORTFOLIO
  REAL ESTATE GROWTH PORTFOLIO
  EQUITY-INCOME PORTFOLIO
  BALANCED PORTFOLIO
  AMERICA INCOME PORTFOLIO
  MONEY MARKET PORTFOLIO

[graphic of compass, binoculars, key]


                                                  SEMIANNUAL REPORT
                                                  JUNE 30, 1995
<PAGE>
                        PIONEER VARIABLE CONTRACTS TRUST

                                Table Of Contents

                                                                         PAGE
International Growth Portfolio                                             1

Capital Growth Portfolio                                                   9

Real Estate Growth Portfolio                                              16

Equity-Income Portfolio                                                   21

Balanced Portfolio                                                        28

America Income Portfolio                                                  34

Money Market Portfolio                                                    39

Notes to Financial Statements                                             44

<PAGE>

International Growth Portfolio
Schedule of Investments - June 30, 1995 (Unaudited)
- --------------------------------------------------------------------------------
 Principal
  Amount                                                             Value
- --------------------------------------------------------------------------------
           INVESTMENT IN SECURITIES - 100.0%
           CONVERTIBLE CORPORATE BONDS - 1.3%
 $  8,100  Cemex S.A., 4.25%, 11/1/97                             $  6,197
                                                                  --------
              TOTAL CONVERTIBLE CORPORATE BONDS (Cost $6,318)     $  6,197
                                                                  --------
   Shares
   ------
           PREFERRED STOCKS - 9.0%
      700  News Corp., Ltd. (Voting)                              $  3,908
      250  Nokia Oy                                                 14,878
       20  SAP AG                                                   25,309
                                                                  --------
              TOTAL PREFERRED STOCKS ( Cost $37,692)              $ 44,095
                                                                  --------
           COMMON STOCKS - 89.8%
           BASIC INDUSTRIES - 7.5%
           Chemicals- 3.2%
       80  European Vinyls Corp., Intl.*                          $  3,723
    1,500  Indogulf Fertilizers (G.D.R.)*                            3,300
      490  Unitor A.S.                                               8,502
                                                                  --------
                                                                  $ 15,525
                                                                  --------
           Iron & Steel - 2.7%
      300  China Steel Corp. (G.D.R.)                             $  6,132
      180  Koninklijke Hoogovens & Staalfabrienken CVA               7,146
                                                                  --------
                                                                  $ 13,278
                                                                  --------
           Metals & Mining - 0.7%
       50  Eramet*                                                $  3,560
                                                                  --------
           Tire & Rubber - 0.9%
    3,000  PT Andayani Megah                                      $  4,266
                                                                  --------
              TOTAL BASIC INDUSTRIES                              $ 36,629
                                                                  --------
           CAPITAL GOODS - 5.7%
           Construction, Building Materials & Engineering - 2.8%
    1,000  PT Indocement Tunggal Prakar                           $  3,999
       85  Metra Oy                                                  3,744
      100  Tarkett Aktiengesellschaft                                2,592
      620  Wolseley Plc                                              3,427
                                                                  --------
                                                                  $ 13,762
                                                                  --------
           Machinery - 1.3%
    1,270  Powerscreen International Plc                          $  6,485
                                                                  --------
           Producer Goods - 1.6%
      150  Autoliv AB                                             $  8,038
                                                                  --------
              TOTAL CAPITAL GOODS                                 $ 28,285
                                                                  --------

   The accompanying notes are an integral part of these financial statements.
                                       1
<PAGE>

International Growth Portfolio
Schedule of Investments - June 30, 1995 (Unaudited)
- --------------------------------------------------------------------------------
   Shares                                                            Value
- --------------------------------------------------------------------------------
           CONSUMER DURABLES - 4.8%
           Motor Vehicles - 4.8%
      100  Toyota Motor Corp.                                        3,975
      500  CIA Interamericana De Auto                                2,432
    1,000  Fiat SpA di Risp (Non-convertible)                        2,150
      790  AB Volvo (Series B Free)                                 15,073
                                                                  --------
              TOTAL CONSUMER DURABLES                             $ 23,630
                                                                  --------
           CONSUMER NON-DURABLES - 7.4%
           Agriculture & Food Manufacturing - 0.8%
    1,500  Pioneer International, Ltd.                            $  3,729
                                                                  ---------
           Retail Non - Food - 3.0%
      100  Autobacs Seven                                         $  9,719
      200  Vendex International N.V.                                 5,285
                                                                  --------
                                                                  $ 15,004
                                                                  --------
           Retail - General - 0.8%
    1,000  Siam Makro Public Co., Ltd.                            $  3,910
                                                                  --------
           Textiles/Clothes - 2.8%
       70  Chargeurs S.A.                                         $ 13,611
                                                                  --------
              TOTAL CONSUMER NON-DURABLES                         $ 36,254
                                                                  --------
           FINANCIAL - 25.8%
           Commercial Bank - 14.2%
      400  Bangkok Bank                                           $  4,408
      500  Bank of Ayudhya, Ltd.                                     2,431
    2,000  Dah Sing Financial Holdings, Ltd.                         4,809
    1,000  DCB Holdings Bhd.                                         2,931
    1,000  Development Bank of Singapore, Ltd.                      11,390
    2,000  Guoco Group, Ltd.                                         9,334
    5,500  Krung Thai Bank                                          22,285
    1,500  PT Bank Dagang Nasional Indonesia                         2,600
    2,500  PT Bank International Indonesia                           7,638
    1,500  Siam City Bank, Ltd.                                      2,066
                                                                  --------
                                                                  $ 69,892
                                                                  --------
           Finance - Miscellaneous - 4.3%
      800  HSBC Holdings Plc                                      $ 10,265
    1,000  Jardine Strategic Holdings, Ltd.                          3,220
       80  Credit Local De France                                    7,407
                                                                  --------
                                                                  $ 20,892
                                                                  --------
           Insurance - General - 3.0%
    6,000  National Mutual Asia, Ltd.                             $  3,840
      560  AB Skandia Forsakrings                                   10,878
                                                                  --------
                                                                  $ 14,718
                                                                  --------

   The accompanying notes are an integral part of these financial statements.
                                       2
<PAGE>

International Growth Portfolio
Schedule of Investments - June 30, 1995 (Unaudited)
- --------------------------------------------------------------------------------
  Shares                                                             Value
- --------------------------------------------------------------------------------
           Real Estate - 4.3%
    1,000  DBS Land                                               $  3,138
    4,000  PT Duta Anggada                                           3,199
    3,000  Cheung Kong Holdings                                     14,855
                                                                  --------
                                                                  $ 21,192
                                                                  --------
              TOTAL FINANCIAL                                     $126,694
                                                                  --------

           SERVICES - 2.7%
           Pharmaceuticals - 2.7%
      220  AB Astra (Series A Free)                               $  6,804
        1  Roche Holding AG                                          6,446
                                                                  --------
              TOTAL SERVICES                                      $ 13,250
                                                                  --------
           TECHNOLOGY - 15.1%
           Electronics - 14.5%
    1,000  Hitachi, Ltd.                                          $  9,967
       65  Kyocera Corp.                                            10,628
    1,000  Ricoh                                                     8,587
      290  Philips Electronics N.V.                                 12,261
   14,000  QPL International Holdings, Ltd.                          5,475
      330  Samsung Electronics                                      17,738
    1,000  Toshiba Corp.                                             6,334
                                                                  --------
                                                                  $ 70,990
                                                                  --------
           Telephone Networks - 0.6%
      200  ECI Telecom, Ltd.                                      $  2,738
                                                                  --------
              TOTAL TECHNOLOGY                                    $ 73,728
                                                                  --------
           TRANSPORTATION - 1.5%
           Ships & Shipping - 1.5%
      160  Kvaerner Industrier                                    $  7,264
                                                                  --------
              TOTAL TRANSPORTATION                                $  7,264
                                                                  --------
           UTILITIES - 14.4%
           Telecommunications - 14.4%
        1  DDI Corp.                                              $  8,021
      600  Ericsson Telephone (Class B)                             11,985
      500  Korea Mobile Telecom Corp.                               17,875
      100  Nera A.S.                                                 2,838
       60  PT Indosat (A.D.R.)                                       2,295
       70  Telecom Argentina Stet France (A.D.R.)                    3,185
    3,480  Telecom Italia SpA                                        9,413
      300  Portugal Telecom S.A. (A.D.R.)                            5,700
    2,570  Vodafone Group Plc                                        9,560
                                                                  --------
              TOTAL UTILITIES                                     $ 70,872
                                                                  --------

   The accompanying notes are an integral part of these financial statements.
                                       3
<PAGE>

International Growth Portfolio
Schedule of Investments - June 30, 1995 (Unaudited)
- --------------------------------------------------------------------------------
  Shares                                                             Value
- --------------------------------------------------------------------------------
           MISCELLANEOUS - 4.9%
           Conglomerates & Holding Companies - 4.9%
        4  BBC Brown Boveri AG                                    $  4,142
    3,000  First Pacific Corp.                                       2,676
    1,000  Land & General Holdings Bhd.                              3,341
    1,000  Mitsubishi Heavy Industries, Ltd.                         6,794
    2,000  Renong Bhd.                                               3,722
      940  Tomkins Plc                                               3,369
                                                                  --------
              TOTAL MISCELLANEOUS                                 $ 24,044
                                                                  --------
              TOTAL COMMON STOCKS (Cost $431,248)                 $440,650
                                                                  --------
              TOTAL INVESTMENT IN SECURITIES (Cost $475,258) (a)  $490,942
                                                                  ========

*Non-income producing security.

(a) At June 30, 1995, the net unrealized appreciation on investments based on
    cost for federal income tax purposes of $475,424 was as follows:
    Aggregate gross unrealized appreciation for all
    investments in which there is an excess of value
    over tax cost                                                 $ 22,292 
    Aggregate gross unrealized depreciation for all                        
    investments in which there is an excess of tax                         
    cost over value                                                 (6,774)
                                                                  -------- 
           Net unrealized appreciation                            $ 15,518 
                                                                  ======== 
                                                                  
Purchases and sales of securities (excluding temporary cash investments) for the
four months ended June 30, 1995, aggregated $502,712 and $27,354, respectively.

   The accompanying notes are an integral part of these financial statements.
                                       4

<PAGE>

International Growth Portfolio
Balance Sheet
June 30, 1995
(Unaudited)
- --------------------------------------------------------------------------------
Assets:
     Investment in securities,
         at value (cost $475,258;
         see Schedule of Investments and Note 1)          $ 490,942
     Cash                                                    66,158
     Foreign currencies, at value (Note 1)                    7,287
     Receivables--
         Investment securities sold                          15,031
         Dividends and interest
            (net of foreign taxes withheld) (Note 1)            459
         Due from Pioneering Management
            Corporation (Note 2)                             61,992
     Other                                                      736
                                                          ---------
         Total assets                                     $ 642,605
                                                          ---------

Liabilities:
     Payables--
         Investment securities purchased                  $  56,564
     Accrued expenses (Notes 2 and 3)                        64,550
                                                          ---------
         Total liabilities                                $ 121,114
                                                          ---------

Net Assets:
     Paid-in capital (Note 1)                             $ 505,550
     Accumulated undistributed net
          investment income (Note 1)                            466
     Accumulated net realized loss on investments and
          foreign currency transactions (Notes 1 and 4)        (100)
     Net unrealized gain on investments (Note 1)             15,684
     Net unrealized loss on other assets and
          liabilities denominated in foreign
          currencies (Notes 1 and 4)                           (109)
                                                          ---------
            Total net assets (equivalent to
              $10.35 per share on 50,406 trust
              shares outstanding)                         $ 521,491
                                                          =========

   The accompanying notes are an integral part of these financial statements.
                                       5
<PAGE>

International Growth Portfolio
Statement of Operations
For the Period from March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- -------------------------------------------------------------------------------
Investment Income (Note 1):
    Interest (net of foreign taxes withheld of $127)                    $ 1,772
    Dividend                                                                813
                                                                        -------
         Total investment income                                        $ 2,585
                                                                        -------

Expenses:
    Management fees (Note 2)                                            $ 1,059
    Transfer agent fees (Note 3)                                            484
    Registration fees                                                       868
    Professional fees                                                    18,924
    Accounting (Note 2)                                                  21,888
    Custodian fees                                                        7,980
    Printing                                                                684
    Fees and expenses of nonaffliated trustees                            1,596
    Miscellaneous                                                        16,012
                                                                         ------
         Total expenses                                                 $69,495
    Less management fees waived and expenses assumed by
             Pioneering Management Corporation (Note 2)                  67,376
                                                                        -------
         Net expenses                                                   $ 2,119
                                                                        -------

             Net investment income                                      $   466
                                                                        -------

Realized and Unrealized Gain (Loss) on Investment
       and Foreign Currency Transactions:
         Net realized loss on investments (Note 1)                     $   (100)
                                                                       --------
         Net unrealized gain (loss) from:
             Net unrealized gain on investments (Note 1)                 15,684
             Net unrealized loss on other assets and liabilities
                denominated in foreign currencies (Notes 1 and 4)          (109)
                                                                       --------
                                                                        $15,575
                                                                       --------

             Net income on investments and other foreign currency
               related  transactions                                    $15,475
                                                                        -------
             Net increase in net assets resulting from operations       $15,941
                                                                        =======

   The accompanying notes are an integral part of these financial statements.
                                       6

<PAGE>

International Growth Portfolio
Statement of Changes in Net Assets
For the Period from March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- --------------------------------------------------------------------------------
From Operations:
    Net investment income                                             $     466
    Net realized loss on investments
        and foreign currency related
        transactions                                                       (100)
    Net unrealized gain on investments
        and foreign currency transactions                                15,575
                                                                      ---------
            Net increase in net assets
              resulting from operations                               $  15,941
                                                                      ---------

From Trust Share Transactions:
                                                          Shares
                                                         ---------
    Net proceeds from sale of shares                       25,458     $ 256,078
    Cost of shares repurchased                                (52)         (528)
                                                         ---------    ---------
            Net increase in net assets
              resulting from trust share
              transactions                                  25,406    $ 255,550
                                                         =========    ---------

            Net increase in net assets                                $ 271,491

Net Assets:
     Beginning of period (initial
       capitalization - 25,000 shares)                                  250,000
                                                                      ---------

     End of period (including accumulated
        undistributed net investment income
        of $466)                                                      $ 521,491
                                                                      =========

   The accompanying notes are an integral part of these financial statements.
                                       7
<PAGE>

International Growth Portfolio
Financial Highlights
Selected Data for a Share Outstanding for the Period
March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- --------------------------------------------------------------------------------
Net asset value, beginning of period                                 $ 10.00
                                                                     -------
Increase from investment operations:
    Net investment income                                            $  0.01
    Net realized and unrealized
        gain on investments and foreign
        currency transactions                                           0.34
                                                                     -------
      Net increase in net asset value                                $  0.35
                                                                     -------
Net asset value, end of period                                       $ 10.35
                                                                     =======

Total return*                                                           3.50%
Ratio of net operating expenses to
    average net assets                                                  1.91%**
Ratio of net investment income
    to average net assets                                               0.42%**
Portfolio turnover rate                                                29.10%**
Net assets, end of period
    (in thousands)                                                   $   521
Ratios assuming no waiver of fees
    or assumption of expenses:
         Net operating expenses                                        62.48%**
         Net investment loss                                          (60.16%)**

 * 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 period.
** Annualized.

 The accompanying notes are an integral part of these financial statements.
                                       8
<PAGE>

Capital Growth Portfolio
Schedule of Investments - June 30, 1995 (Unaudited)
- --------------------------------------------------------------------------------
     Shares                                                            Value
- --------------------------------------------------------------------------------
         INVESTMENT IN SECURITIES - 56.7%
         COMMON STOCKS - 54.3%
         BASIC INDUSTRIES  -  3.5%
         Chemicals - 1.4%
   800   The Geon Co.                                                  $ 23,000
                                                                       --------
         Iron & Steel - 2.1%
 5,000   Armco, Inc.*                                                  $ 33,750
                                                                       --------
           TOTAL BASIC INDUSTRIES                                      $ 56,750
                                                                       --------
         CAPITAL GOODS - 6.9%
         Construction & Engineering - 4.5%
 2,400   Justin Industries                                             $ 26,400
 4,000   Kasler Holding Co.*                                             21,000
 1,200   Lone Star Industies, Inc.                                       25,800
                                                                       --------
                                                                       $ 73,200
                                                                       --------
         Pollution & Waste - 1.2%
 6,000   Catalytica, Inc.*                                             $ 19,500
                                                                       --------

         Producer Goods - 1.2%
 2,400   Griffon Corp.*                                                $ 19,200
                                                                       --------
           TOTAL CAPITAL GOODS                                         $111,900
                                                                       --------
         CONSUMER DURABLES - 2.3%
         Consumer Luxuries - 2.3%
 3,800   Meridian Sports, Inc.*                                        $ 37,525
                                                                       --------
           TOTAL CONSUMER DURABLES                                     $ 37,525
                                                                       --------
         CONSUMER NON-DURABLES - 15.0%
         Cosmetics - 1.8%
 1,400   Maybelline Inc.                                               $ 28,700
                                                                       --------

         Retail Non-Food - 7.2%
 1,600   Fingerhut Co., Inc.                                           $ 25,000
 6,000   Genesco, Inc.*                                                  18,750
10,000   Grossman's, Inc.*                                               24,375
 1,500   Kmart Corp.                                                     21,938
 2,400   Levitz Furniture, Inc.*                                         16,800
   700   TJX Companies, Inc.                                              9,275
                                                                       --------
                                                                       $116,138
                                                                       --------
         Textiles/Clothes - 6.0%
 1,800   Galey & Lord, Inc.*                                           $ 24,975
 2,400   Marisa Christina, Inc.*                                         34,500
 3,100   Tultex Corp.*                                                   17,437
 1,000   Vista Resouces, Inc.*                                           20,250
                                                                       --------
                                                                       $ 97,162
                                                                       --------
             TOTAL CONSUMER NON-DURABLES                               $242,000
                                                                       --------

   The accompanying notes are an integral part of these financial statements.
                                       9
<PAGE>

- --------------------------------------------------------------------------------
     Shares                                                            Value
- --------------------------------------------------------------------------------
         ENERGY - 1.0%
         Oil Refining and Drilling - 1.0%
 1,000   Arakis Energy Corp.*                                          $ 16,125
                                                                       --------
             TOTAL ENERGY                                              $ 16,125
                                                                       --------
         FINANCIAL - 8.6%
         Financial Services - 17%

 1,100   Lehman Brothers Holdings, Inc.                                $ 24,063
   100   Salomon, Inc.                                                    4,012
                                                                       --------
                                                                       $ 28,075
                                                                       --------
         Insurance - 3.1%
 1,500   Capital Guaranty Corp.                                        $ 27,000
 1,800   Western National Corp.                                          22,275
                                                                       --------
                                                                       $ 49,275
                                                                       --------
         Real Estate - 3.8%
 2,800   Amresco, Inc.                                                 $ 26,250
10,800   Patten Corp.*                                                   35,100
                                                                       --------
                                                                       $ 61,350
                                                                       --------
             TOTAL FINANCIAL                                           $138,700
                                                                       --------
         SERVICES - 11.9%
         Health Services & Personal Care - 2.2%
 5,000   Creative BioMolecules, Inc.*                                  $ 15,000
 1,500   Tenet Healthcare Corp.*                                         21,562
                                                                       --------
                                                                       $ 36,562
                                                                       --------
         Pharmaceuticals - 9.7%
12,000   Alkermes, Inc.*                                               $ 46,500
 9,600   American White Cross, Inc.*                                     24,000
 3,500   Autoimmune, Inc.*                                               38,063
 2,000   Interneuron Pharmaceuticals, Inc.*                              20,750
 3,300   Ligand Pharmaceutical (Class B)*                                27,225
                                                                       --------
                                                                       $156,538
                                                                       --------
             TOTAL SERVICES                                            $193,100
                                                                       --------
         TECHNOLOGY - 5.1%
         Computer Services & Software - 4.5%
 1,600   Banyan Systems, Inc.*                                         $ 22,000
 4,100   Dataflex Corp.*                                                 31,262
 3,400   Walker Interactive Systems, Inc.*                               19,550
                                                                       --------
                                                                       $ 72,812
                                                                       --------
         Electronics - 0.6%
 1,000   Rexel, Inc.*                                                  $  9,500
                                                                       --------
             TOTAL TECHNOLOGY                                          $ 82,312
                                                                       --------
             TOTAL COMMON STOCKS (Cost $824,169)                       $878,412
                                                                       --------

   The accompanying notes are an integral part of these financial statements.
                                       10
<PAGE>

Capital Growth Portfolio
Schedule of Investments - June 30, 1995 (Unaudited)
- --------------------------------------------------------------------------------
     Shares                                                            Value
- --------------------------------------------------------------------------------
         UNITS - 2.4%
 2,438   Allergan Ligand Retinoid Therapeutics, Inc.*                $   39,008
                                                                     ----------
             TOTAL UNITS (Cost $25,430)                              $   39,008
                                                                     ----------
             TOTAL INVESTMENT IN SECURITIES (Cost $849,599) (a)      $  917,420
                                                                     ----------
   Principal
     Amount
- -----------------
                   TEMPORARY CASH INVESTMENTS - 43.3%
$400,000           Repurchase agreement with Chase                   $  400,068
                   Manhattan Corp., dated 6/30/95,
                   bearing 6.125% to be repurchased
                   at $400,000 plus accrued interest
                   on 7/3/95, collateralized by $405,000
                   U.S. Treasury Notes, 6.125%, 5/15/98
 300,000           Repurchase agreement with Lehman Brothers            300,052
                   Holdings, Inc., dated 6/30/95, bearing 
                   6.15% to be repurchased at $300,000 plus
                   accrued interest on 7/3/95, collateralized
                   by $300,000 U.S. Treasury Notes, 6.875%,
                   4/30/97                                           ----------
                     TOTAL TEMPORARY CASH INVESTMENTS
                        (Cost $700,000)                              $  700,120
                     TOTAL INVESTMENT IN SECURITIES
                         AND TEMPORARY CASH                          ----------
                       INVESTMENTS - 100% (Cost $1,549,599)          $1,617,540
                                                                     ==========

* Non-income producing security.

(a) At June 30, 1995, the net unrealized
    appreciation on investments based
    on cost for federal income tax purposes
    of $849,599 was as follows:
    Aggregate gross unrealized appreciation
    for all investments in which there is an
    excess of value over tax cost                                    $   89,677
    Aggregate gross unrealized depreciation
    for all investments in which there is an
    excess of tax cost over value                                       (21,856)
                                                                     ----------
                   Net unrealized appreciation                       $   67,821
                                                                     ==========


Purchases and sales of securities (excluding temporary cash investments) for the
four months ended June 30, 1995 aggregated $887,644 and $42,505, respectively.


   The accompanying notes are an integral part of these financial statements.
                                       11


<PAGE>

Capital Growth Portfolio
Balance Sheet
June 30, 1995
(Unaudited)
- --------------------------------------------------------------------------------
Assets:
     Investment in securities, at value (including temporary
         investments of $700,120) (cost $1,549,599; see               $1,617,540
         Schedule of Investments and Note 1)
     Cash                                                                 52,491
     Receivables--
         Dividends                                                           252
         Due from Pioneering Management Corporation (Note 2)              35,723
     Other                                                                   433
                                                                      ----------
         Total assets                                                 $1,706,439
                                                                      ----------

Liabilities:
     Accrued expenses (Notes 2 and 3)                                 $   39,529
                                                                      ----------
         Total liabilities                                            $   39,529
                                                                      ----------

Net Assets:
     Paid-in capital (Note 1)                                         $1,590,914
     Accumulated undistributed net investment income (Note 1)              3,715
     Accumulated net realized gain on investments (Note 1)                 4,460
     Net unrealized gain on investments (Note 1)                          67,821
                                                                      ----------
          Total net assets (equivalent to $10.65 per share on
            156,483 trust shares outstanding)                         $1,666,910
                                                                      ==========

   The accompanying notes are an integral part of these financial statements.
                                       12

<PAGE>

Capital Growth Portfolio
Statement of Operations
For the Period from March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- -------------------------------------------------------------------------------
Investment Income (Note 1):
    Interest                                                         $ 6,864
    Dividend                                                             688
                                                                     -------
         Total investment income                                     $ 7,552
                                                                     -------

Expenses:
    Management fees (Note 2)                                         $ 1,425
    Transfer agent fees (Note 3)                                         484
    Registration fees                                                  1,694
    Professional fees                                                 16,698
    Accounting (Note 2)                                               11,616
    Custodian fees                                                     4,356
    Printing                                                             726
    Fees and expenses of nonaffliated trustees                         1,694
    Regulatory reporting                                               4,235
    Miscellaneous                                                        568
                                                                     -------
         Total expenses                                              $43,496
    Less management fees waived and expenses assumed by
             Pioneering Management Corporation (Note 2)               39,659
                                                                     -------
         Net expenses                                                $ 3,837
                                                                     -------

             Net investment income                                   $ 3,715
                                                                     -------

Realized and Unrealized Gain on Investments:
         Net realized gain on investments (Note 1)                   $ 4,460
         Net unrealized gain on investments (Note 1)                  67,821
                                                                     -------
              Net gain on investments                                $72,281
                                                                     -------

              Net increase in net assets resulting from operations   $75,996
                                                                     =======

   The accompanying notes are an integral part of these financial statements.
                                       13

<PAGE>

Capital Growth Portfolio
Statement of Changes in Net Assets
For the Period from March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- --------------------------------------------------------------------------------
From Operations:
    Net investment income                                            $    3,715
    Net realized gain on investments                                      4,460
    Net unrealized gain on investments                                   67,821
                                                                     ----------
            Net increase in net assets
               resulting from operations                             $   75,996
                                                                     ----------

From Trust Share Transactions:
                                                  Shares
                                                 --------
    Net proceeds from sale of shares              154,774            $1,574,565
    Cost of shares repurchased                     (8,291)              (83,651)
                                                 ---------           ----------
            Net increase in net assets
               resulting from trust share
               transactions                       146,483            $1,490,914
                                                 =========           ----------

            Net increase in net assets                               $1,566,910

Net Assets:
     Beginning of period (initial
        capitalization - 10,000 shares)                                 100,000
                                                                     ----------

     End of period (including accumulated
        undistributed net
        investment income of $3,715)                                 $1,666,910
                                                                     ==========

   The accompanying notes are an integral part of these financial statements.
                                       14

<PAGE>

Capital Growth Portfolio
Financial Highlights
Selected Data for a Share Outstanding for the Period
March 1, 1995 (Commencement
of Operations) to June 30, 1995 (Unaudited)
- --------------------------------------------------------------------------------
Net asset value, beginning of period                              $  10.00
                                                                  --------
Increase from investment operations:
     Net investment income                                        $   0.02
     Net realized and unrealized gain on investments                  0.63
                                                                  --------
       Net increase in net asset value                            $   0.65
                                                                  --------
Net asset value, end of period                                    $  10.65
                                                                  ========

Total return*                                                         6.50%
Ratio of net operating expenses to average net assets                 1.71% **
Ratio of net investment income to average net assets                  1.66% **
Portfolio turnover rate                                              28.83% **
Net assets, end of period (in thousands)                         $   1,667
Ratios assuming no waiver of fees or assumption
  of expenses:
         Net operating expenses                                      19.43% **
         Net investment loss                                        (16.06%)**

 * 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 period.
** Annualized.

   The accompanying notes are an integral part of these financial statements.
                                       15
<PAGE>

Real Estate Growth Portfolio
Schedule of Investments - June 30, 1995 (Unaudited)
- --------------------------------------------------------------------------------
                                                                         Value
- --------------------------------------------------------------------------------
          INVESTMENT IN SECURITIES - 100%
          REAL ESTATE INVESTMENT TRUSTS  - 93.3%
  400     Bradley Real Estate Trust                                   $  6,450
  400     CenterPoint Properties Corp.                                   8,250
  300     Developers Diversified Realty Corp.                            8,625
  300     Duke Realty Investments, Inc.                                  8,475
  600     Equity Inns, Inc.                                              6,450
  300     Equity Residential Property                                    8,363
  300     Factory Stores of America, Inc.                                6,150
  400     Gables Residential Trust                                       8,200
  300     Horizon Outlet Centers                                         6,975
  400     JP Realty, Inc.                                                8,200
  300     Merry Land & Investment Co., Inc.                              6,113
  400     National Golf Properties, Inc.                                 8,400
  300     Oasis Residential, Inc.                                        6,525
  200     Post Properties, Inc.                                          6,050
  300     Spieker Properties, Inc.                                       6,712
  300     Sun Communities, Inc.                                          7,500
  300     Tanger Factory Outlet Centers, Inc.                            7,612
  300     Trinet Corporate Realty Trust, Inc.                            8,400
  400     Walden Residential Properties                                  7,350
  200     Weingarten Realty Investors                                    7,550
  400     Wellsford Residential Properties Trust                         9,100
                                                                      --------
                    TOTAL REAL ESTATE INVESTMENT
                      TRUSTS (Cost $152,459)                          $157,450
                                                                      --------
                  REAL ESTATE SERVICES   - 6.7%
1,200     Amresco, Inc.                                               $ 11,250
                                                                      --------
                    TOTAL REAL ESTATE SERVICES
                         (Cost $8,400)                                $ 11,250
                                                                      --------
                    TOTAL INVESTMENT IN SECURITIES
                         (Cost $160,859) (a)                          $168,700
                                                                      ========

              (a) At June 30, 1995, the net unrealized
                  appreciation on investments based on
                  cost for federal income tax purposes
                  of $160,859 was as follows:
                  Aggregate gross unrealized appreciation
                  for all investments in which there is
                  an excess of value over tax cost                    $  8,452
                  Aggregate gross unrealized depreciation
                  for all investments in which there is
                  an excess of tax cost over value                        (611)
                                                                      ---------
                  Net unrealized appreciation                         $  7,841
                                                                      =========
                  Purchases and sales of securities (excluding temporary cash
                  investments) for the four months ended June 30, 1995,
                  aggregated $160,859 and $0, respectively.

   The accompanying notes are an integral part of these financial statements.
                                       16
<PAGE>

Real Estate Growth Portfolio
Balance Sheet
June 30, 1995
(Unaudited)
- --------------------------------------------------------------------------------
Assets:
      Investment in securities, at value (cost $160,859;
          see Schedule of Investments and Note 1)                     $168,700
      Cash                                                              14,295
      Receivables--
          Dividends                                                      1,621
          Due from Pioneer Winthrop Advisers (Note 2)                   29,777
      Other                                                                512
                                                                      --------
          Total assets                                                $214,905
                                                                      --------

Liabilities:
      Payables--
          Investment securities purchased                             $  7,274
      Accrued expenses (Notes 2 and 3)                                  30,582
                                                                      --------
          Total liabilities                                           $ 37,856
                                                                      --------

Net Assets:
      Paid-in capital (Note 1)                                        $169,191
      Accumulated undistributed net investment income (Note 1)              17
      Net unrealized gain on investments (Note 1)                        7,841
                                                                      --------
           Total net assets (equivalent to $10.57 per share on
             16,755 trust shares outstanding)                         $177,049
                                                                      ========


   The accompanying notes are an integral part of these financial statements.
                                       17
<PAGE>

Real Estate Growth Portfolio
Statement of Operations
For the Period from March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- ----------------------------------------------------------------------------
Investment Income (Note 1):
    Dividend                                                         $ 3,166
                                                                     -------


Expenses:
    Management fees (Note 2)                                         $   433
    Transfer agent fees (Note 3)                                         488
    Registration fees                                                  1,342
    Professional fees                                                 17,080
    Accounting (Note 2)                                                8,052
    Custodian fees                                                     2,276
    Printing                                                             732
    Fees and expenses of nonaffliated trustees                         1,708
    Regulatory reporting                                               2,440
    Miscellaneous                                                        488
                                                                     -------
         Total expenses                                              $35,039
    Less management fees waived and expenses assumed by
             Pioneer Winthrop Advisers (Note 2)                       34,282
                                                                     -------
         Net expenses                                                $   757
                                                                     -------

             Net investment income                                   $ 2,409
                                                                     -------

Unrealized Gain on Investments:
         Net unrealized gain on investments (Note 1)                 $ 7,841
                                                                     -------

              Net increase in net assets resulting from operations   $10,250
                                                                     =======
   The accompanying notes are an integral part of these financial statements.
                                       18
<PAGE>

Real Estate Growth Portfolio
Statement of Changes in Net Assets
For the Period from March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- -------------------------------------------------------------------------------
From Operations:
    Net investment income                                             $   2,409
    Net unrealized gain on investments                                    7,841
                                                                      ---------
            Net increase in net
                assets resulting from
                operations                                            $  10,250
                                                                      ---------

Distributions to Shareholders From:
    Net investment income ($0.15 per share)                           $  (2,392)
                                                                      ---------

From Trust Share Transactions:
                                                     Shares
                                                   ---------
    Net proceeds from sale of shares                  6,830           $  69,932
    Net asset value of shares issued
       to shareholders in
       reinvestment of dividends                        228               2,392
    Cost of shares repurchased                         (303)             (3,133)
                                                    ---------         ---------
            Net increase in net assets
              resulting from trust
              share transactions                      6,755           $  69,191
                                                    =========         ---------

            Net increase in net assets                                $  77,049

Net Assets:
     Beginning of period
        (initial capitalization -
         10,000 shares)                                                 100,000
                                                                      ---------

     End of period (including accumulated
        undistributed net
        investment income of $17)                                     $ 177,049
                                                                      =========

   The accompanying notes are an integral part of these financial statements.
                                       19
<PAGE>

Real Estate Growth Portfolio
Financial Highlights
Selected Data for a Share Outstanding for the Period March 1, 1995 (Commencement
of Operations) to June 30, 1995 (Unaudited)
- --------------------------------------------------------------------------------
Net asset value, beginning of period                           $ 10.00
                                                               -------
Increase from investment operations:
     Net investment income                                     $  0.15
     Net unrealized gain on investments                           0.57
                                                               -------
        Total increase from investment operations              $  0.72
Distributions to shareholders from:
     Net investment income                                       (0.15)
                                                               -------
        Net increase in net asset value                        $  0.57
                                                               -------
Net asset value, end of period                                 $ 10.57
                                                               =======

Total return*                                                     7.21%
Ratio of net operating expenses to average net assets             1.73%**
Ratio of net investment income to average net assets              5.51%**
Portfolio turnover rate                                            --
Net assets, end of period (in thousands)                       $   177
Ratios assuming no waiver of fees or assumption
   of expenses:
         Net operating expenses                                  80.10% **
         Net investment loss                                    (72.86%)**

 * 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 period.

** Annualized.

   The accompanying notes are an integral part of these financial statements.
                                       20
<PAGE>
Equity-Income Portfolio
Schedule of Investments - June 30, 1995 (Unaudited)
- --------------------------------------------------------------------------------
  Shares                                                                  Value
- --------------------------------------------------------------------------------
            INVESTMENT IN SECURITIES - 88.0%
            CONVERTIBLE PREFERRED STOCKS - 4.0%
       100  Delta Air Lines, Inc., $3.50,  2049, (Series C)        $   5,850
       100  General Motors Corp., (Class H)                            3,950
       100  Reynolds Metals, 7.00%, 1997                               4,825
       570  Sprint, 8.25%, 2000                                       19,807
                                                                   ---------
              TOTAL CONVERTIBLE PREFERRED STOCKS
                (Cost $31,631)                                     $  34,432
                                                                   ---------

            COMMON STOCKS - 84.0%
            BASIC INDUSTRIES - 4.8%
            Chemicals - 1.3%
       100  ARCO Chemical Company                                  $   4,537
       100  E.I. du Pont de Nemours and Company                        6,875
                                                                   ---------
                                                                   $  11,412
                                                                   ---------
            Metals & Mining - .7%
       100  Phelps Dodge Corp.                                     $   5,900
                                                                   ---------
            Paper Products - 2.8%
       700  Louisiana Pacific Corp.                                $  18,375
       100  Union Camp Corp.                                           5,787
                                                                   ---------
                                                                   $  24,162
                                                                   ---------
              TOTAL BASIC INDUSTRIES                               $  41,474
                                                                   ---------
            CAPITAL GOODS - 1.0%
            Producer Goods - 1.0%
       300  Manitowoc Company, Inc.                                $   8,663
                                                                   ---------
              TOTAL CAPITAL GOODS                                  $   8,663
                                                                   ---------

            CONSUMER DURABLES - 8.6%
            Motor Vehicles - 8.6%
     1,000  Chrysler Corp.                                         $  47,875
       400  Ford Motor Company                                        11,900
       300  General Motors                                            14,062
                                                                   ---------
              TOTAL CONSUMBER DURABLES                             $  73,837
                                                                   ---------
            CONSUMER NON-DURABLES - 9.6%
            Agriculture & Food - 2.1%
       100  CPC International, Inc.                                $   6,175
       350  Quaker Oats Co.                                           11,506
                                                                   ---------
                                                                   $  17,681
                                                                   ---------
            Retail Non-Food  - 7.5%
       450  J.C. Penney Co., Inc.                                  $  21,600
       550  May Department Stores Co.                                 22,899
       450  Mercantile Stores Co., Inc.                               20,925
                                                                   ---------
                                                                   $  65,424
                                                                   ---------
              TOTAL CONSUMBER NON-DURABLES                         $  83,105
                                                                   ---------

   The accompanying notes are an integral part of these financial statements.
                                       21
<PAGE>
- --------------------------------------------------------------------------------
  Shares                                                                  Value
- --------------------------------------------------------------------------------
            ENERGY - 3.9%
            Oil & Gas Extraction  - 3.9%
       180  Amoco Corp.                                            $  11,992
       300  Brooklyn Union Gas Company                                 7,875
       300  Chevron Corporation                                       13,987
                                                                   ---------
              TOTAL ENERGY                                         $  33,854
                                                                   ---------
            FINANCIAL  - 12.6%
            Commercial Banks  - 12.6%
       300  The Bank of New York Company, Inc.                     $  12,113
       200  Corestates Financial Corp.                                 6,975
       950  FirsTier Financial, Inc.                                  34,912
       900  First Security Corp.                                      25,200
       200  First Tennessee National Corp.                             9,275
       400  Huntington Bancshares, Inc.                                8,300
       350  Old Kent Financial Corp.                                  11,900
                                                                   ---------
              TOTAL FINANCIAL                                      $ 108,675
                                                                   ---------
            SERVICES  - 6.3%
            Health & Personal Care - 1.4%
       400  U.S. Healthcare                                        $  12,250
                                                                   ---------
            Publishing - 3.9%
       500  Dun & Bradstreet Corp.                                 $  26,250
       100  McGraw Hill Companies, Inc.                                7,587
                                                                   ---------
                                                                   $  33,837
                                                                   ---------
            Pharmaceuticals  - 1.0%
       200  Schering-Plough                                        $   8,825
                                                                   ---------
              TOTAL SERVICES                                       $  54,912
                                                                   ---------
            TECHNOLOGY  - 2.8%
            Electronics - 1.4%
       180  Thomas & Betts Corp.                                   $  12,307
                                                                   ---------
            Photo/Instrumentation  - 1.4%
       200  Eastman Kodak                                          $  12,125
                                                                   ---------
              TOTAL TECHNOLOGY                                     $  24,432
                                                                   ---------
            TRANSPORTATION - 5.2%
            Railroad & Bus  - 5.2%
       300  Conrail, Inc.                                          $  16,687
       500  Union Pacific Corp.                                       27,687
                                                                   ---------
              TOTAL TRANSPORTATION                                 $  44,374
                                                                   ---------
            UTILITES - 29.2%
            Electric Utilities - 0.7%
       200  Western Resources                                      $   6,175
                                                                   ---------

            Gas Utilities - 1.9%
       600  Pacific Telesis Group                                  $  16,050
                                                                   ---------

   The accompanying notes are an integral part of these financial statements.
                                       22
<PAGE>
- --------------------------------------------------------------------------------
  Shares                                                                  Value
- --------------------------------------------------------------------------------
            Telecommunications - 23.0%
       600  Ameritech Corp.                                        $  26,400
     1,600  BellSouth Corp.                                          101,600
       800  Frontier Corp.                                            19,200
       300  Lincoln Telecommunications Co.                             4,725
       300  NYNEX Corp.                                               12,075
       800  U.S. West, Inc.                                           33,300
                                                                   ---------
                                                                   $ 197,300
                                                                   ---------

            Utility/Other - 3.6%
       400  Aquarion Co.                                           $   9,200
       800  E'Town Corp.                                              21,700
                                                                   ---------
                                                                   $  30,900
                                                                   ---------
              TOTAL UTILITIES                                      $ 250,425
                                                                   ---------
              TOTAL COMMON STOCKS (Cost $692,377)                  $ 723,751
                                                                   ---------
              TOTAL INVESTMENT IN SECURITIES (Cost $724,008)       $ 758,183
                                                                   ---------

Principal
  Amount
            TEMPORARY CASH INVESTMENT - 12.0%
 $ 100,000  Repurchase agreement with Chase Manhattan Corp.,       $ 100,017
            dated 6/30/95, bearing 6.125% to be repurchased
            at $100,000 plus accrued interest on 7/3/95,
            collateralized by $100,000 U.S. Treasury Notes,
            6.125%, 5/15/98
                                                                   ---------
              TOTAL TEMPORARY CASH INVESTMENT (Cost $100,000)      $ 100,017
              TOTAL INVESTMENT IN SECURITIES AND TEMP0RARY         ---------
                 CASH INVESTMENT - 100.0% (Cost $824,008)          $ 858,200
                                                                   =========

(a) At June 30, 1995, the net unrealized appreciation
    on investments based on cost for federal income tax
    purposes of $724,008 was as follows:
    Aggregrate gross unrealized appreciation for all
    investments in which there is an excess of value
    over tax cost                                                  $  38,752
    Aggregrate gross unrealized depreciation for all
    investments in which there is an excess tax cost
    over value                                                        (4,577)
                                                                   ---------
            Net unrealized appreciation                            $  34,175
                                                                   =========


    Purchases and sales of securities (excluding temporary
    cash investments) for the four months ended June 30, 1995
    aggregated $724,008 and $0, respectively.

   The accompanying notes are an integral part of these financial statements.
                                       23
<PAGE>

Equity-Income Portfolio
Balance Sheet
June 30, 1995
(Unaudited)
- --------------------------------------------------------------------------------
Assets:
  Investment in securities, at value (including
       temporary cash investment of $100,017)
       (cost $824,008; see Schedule of Investments
       and Note 1)                                           $ 858,200
  Cash                                                          48,097
  Receivables--
      Dividends                                                  2,262
      Due from Pioneering Management Corporation (Note          37,269
  Other                                                            665
                                                             ---------
      Total assets                                           $ 946,493
                                                             ---------

Liabilities:
  Payables--
      Investment securities purchased                        $ 125,592
  Accrued expenses (Notes 2 and 3)                              39,546
                                                             ---------
      Total liabilities                                      $ 165,138
                                                             ---------
Net Assets:
  Paid-in capital (Note 1)                                   $ 747,788
  Accumulated distributions in excess of net investment           (608)
  Net unrealized gain on investments (Note 1)                   34,175
                                                             ---------
       Total net assets (equivalent to $10.92 per share on
         71,520 trust shares outstanding)                    $ 781,355
                                                             =========

   The accompanying notes are an integral part of these financial statements.
                                       24
<PAGE>

Equity-Income Portfolio
Statement of Operations
For the Period from March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- --------------------------------------------------------------------------------
Investment Income (Note 1):
    Dividend                                                 $ 5,430
    Interest                                                      67
                                                             -------
         Total investment income                             $ 5,497
                                                             -------


Expenses:
    Management fees (Note 2)                                 $   735
    Transfer agent fees (Note 3)                                 488
    Registration fees                                          1,342
    Professional fees                                         11,712
    Accounting (Note 2)                                       11,754
    Custodian fees                                             4,026
    Printing                                                     732
    Fees and expenses of nonaffliated trustees                 1,708
    Regulatory reporting                                       9,760
    Miscellaneous                                                334
                                                             -------
         Total expenses                                      $42,591
    Less management fees waived and expenses assumed by
             Pioneering Management Corporation (Note 2)       40,515
                                                             -------
         Net expenses                                        $ 2,076
                                                             -------

             Net investment income                           $ 3,421
                                                             -------

Unrealized Gain on Investments:
         Net unrealized gain on investments (Note 1)         $34,175
                                                             -------

             Net increase in net assets resulting from 
                operations                                   $37,596
                                                             =======

   The accompanying notes are an integral part of these financial statements.
                                       25
<PAGE>
Equity-Income
Statement of Changes in Net Assets
For the Period from March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- --------------------------------------------------------------------------------
From Operations:
    Net investment income                                           $  3,421
    Net unrealized gain on investments                                34,175
                                                                    --------
            Net increase in net assets
              resulting from                                        $ 37,596
                                                                    --------

Distributions to Shareholders:
    From net investment income ($0.06 per share)                    $ (3,421)
    In excess of net investment income
       ($0.01 per share)                                                (608)
                                                                    --------
            Net decrease in net assets
                resulting from distributions to
                shareholders                                        $ (4,029)
                                                                    --------

From Trust Share Transactions:
                                                  Shares
                                                  --------
    Net proceeds from sale of shares                61,779          $650,330
    Net asset value of shares issued
       to shareholders in reinvestment
       of dividends                                    367             4,029
    Cost of shares repurchased                        (626)           (6,571)
                                                  ---------         ---------
            Net increase in net assets
               resulting from trust share
               transactions                         61,520          $647,788
                                                  ---------         ---------

            Net increase in net assets                              $681,355
Net Assets:
     Beginning of period
       (initial capitalization -
       10,000 shares)                                                100,000
                                                                    --------

     End of period (including accumulated
        distributions in excess of net
        investment income of $608)                                  $781,355
                                                                    =========
   The accompanying notes are an integral part of these financial statements.
                                       26
<PAGE>
Equity-Income Portfolio
Financial Highlights
Selected Data for a Share Outstanding for the Period
March 1, 1995 to June 30, 1995
(Unaudited)
- --------------------------------------------------------------------------------
Net asset value, beginning of period                                  $10.00
                                                                      ------
Increase from investment operations:
    Net investment income                                             $ 0.06
    Net unrealized gain on investments                                  0.93
                                                                      ------
      Total increase from investment operations                       $ 0.99
Distributions to shareholders:
    From net investment income                                         (0.06)
    In excess of net investment income                                 (0.01)
                                                                      ------
      Net increase in net asset value                                 $ 0.92
                                                                      ------
Net asset value, end of period                                        $10.92
                                                                      ======

Total return*                                                           9.90%
Ratio of net operating expenses to average net assets                   1.81%**
Ratio of net investment income to average net assets                    2.98%**
Portfolio turnover rate                                                  --
Net assets, end of period (in thousands)                              $  781
Ratios assuming no waiver of fees or
    assumption of expenses:
         Net operating expenses                                        37.10%**
         Net investment loss                                          (32.31%)**


 * 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 period.

** Annualized.

   The accompanying notes are an integral part of these financial statements.
                                       27
<PAGE>

Balanced Portfolio
Schedule of Investments - June 30, 1995 (Unaudited)
- --------------------------------------------------------------------------------
  Shares                                                     Value
- --------------------------------------------------------------------------------
            INVESTMENT IN SECURITIES - 100.0%
            CONVERTIBLE PREFERRED STOCKS - 16.6%
       95   Delta Air Lines Inc., $3.50, 1995              $  5,557
      200   Reading & Bates, $1.625, 1996                     5,700
      100   Rouse Co., 6.50%, 1996                            5,100
      780   Sprint, 8.25%, 2000                              27,105
                                                           ---------
               TOTAL CONVERTIBLE PREFERRED STOCKS
                 (Cost $39,808)                           $  43,462
                                                           ---------

            COMMON STOCKS - 57.7%
            BASIC INDUSTRIES - 1.7%
            Chemicals- 1.7%
      100   Arco Chemical Co.                              $  4,538
                                                           ---------
              TOTAL BASIC INDUSTRIES                       $  4,538
                                                           ---------

            CONSUMER DURABLES - 12.8%
            Motor Vehicles - 12.8%
      450   Chyrsler Corp.                                   21,543
      250   Ford Motor Co.                                    7,438
      100   General Motors Corp.                              4,688
                                                           ---------
               TOTAL CONSUMER DURABLES                     $ 33,669
                                                           ---------
            CONSUMER NON-DURABLES - 4.7%
            Retail Food - 1.3%
      100   Quaker Oats Co.                                $  3,288
                                                           ---------
            Retail Non - Food - 3.4%
      100   J.C. Penney Co., Inc.                          $  4,800
      100   May Department Stores Co.                         4,162
                                                           ---------
                                                           $  8,962
                                                           ---------
               TOTAL CONSUMER NON-DURABLES                 $ 12,250
                                                           ---------
            ENERGY - 3.6%
            Oil and Gas Extraction - 3.6%
      200   Chevron Corp.                                  $  9,325
                                                           ---------
              TOTAL ENERGY                                 $  9,325
                                                           ---------
            FINANCIAL - 10.2%
            Commercial Bank - 10.2%
      200   The Bank of New York                           $  8,074
      100   First Tennessee National Corp.                    4,638
      200   FirsTier Financial, Inc.                          7,350
      200   Old Kent Financial Corp.                          6,800
                                                           ---------
               TOTAL FINANCIAL                             $ 26,862
                                                           ---------
            SERVICES - 1.2%
            Health Services & Personal Care - 1.2%
      220   U.S. Healthcare, Inc.                          $  3,063
                                                           --------
               TOTAL SERVICES                              $  3,063
                                                           --------

   The accompanying notes are an integral part of these financial statements.
                                       28
<PAGE>
- --------------------------------------------------------------------------------
  Shares                                                     Value
- --------------------------------------------------------------------------------
            TRANSPORTATION - 6.4%
            Railroad & Bus - 6.4%
      200   Conrail, Inc.                                  $ 11,125
      100   Union Pacific Corp.                               5,537
                                                           --------
               TOTAL TRANSPORTATION                        $ 16,662
                                                           --------
            UTILITIES - 17.1%
            Electric Utilities 1.8%
      150   Western Resources, Inc.                        $  4,631
                                                           --------

            Telecommunications - 15.3%
      400   Ameritech                                      $ 17,600
      100   Bellsouth                                         6,350
      500   Frontier Corp.                                   12,000
      100   U.S. West, Inc.                                   4,163
                                                           --------
                                                           $ 40,113
                                                           --------
               TOTAL UTILITIES                             $ 44,744
                                                           --------
               TOTAL COMMON STOCKS (Cost $143,661)         $151,113
                                                           --------

Principal
  Amount
            U.S. GOVERNMENT SECURITY - 25.7%
  $69,000   United States Treasury Note, 5.125%, 1998        67,275
                                                           --------
               TOTAL U.S. GOVERNMENT SECURITY
                 (Cost $65,416)                              67,275
                                                           --------
               TOTAL INVESTMENT IN SECURITIES
                 (Cost $248,885)((a))                      $261,850
                                                           ========



(a)   At June 30, 1995, the net unrealized appreciation on
      investments based on cost for federal income tax
      purposes of $248,885 was as follows:

      Aggregate gross unrealized appreciation for all
      investments in which there is an excess of value
      over tax cost                                        $ 14,132

      Aggregate gross unrealized depreciation for all
      investments in which there is an excess of tax
      cost over value                                       (1,167)
                                                           --------

      Net unrealized appreciation                          $ 12,965
                                                           ========

      Purchases and sales of securities (excluding temporary
      cash investments) for the four months ended June 30,
      1995, aggregated $248,642 and $0, respectively.

   The accompanying notes are an integral part of these financial statements.
                                       29
<PAGE>

Balanced Portfolio
Balance Sheet
June 30, 1995
(Unaudited)
- -------------------------------------------------------------------------------
Assets:
      Investment in securities, at value (cost $248,885;
          see Schedule of Investments and Note 1)                       $261,850
      Cash                                                                 4,196
      Receivables--
          Dividends                                                          760
          Interest                                                            10
          Due from Pioneering Management Corporation (Note 2)             34,917
      Other                                                                  432
                                                                        --------
          Total assets                                                  $302,165
                                                                        --------

Liabilities:
      Accrued expenses (Notes 2 and 3)                                  $ 35,966
                                                                        --------
          Total liabilities                                             $ 35,966
                                                                        --------

Net Assets:
      Paid-in capital (Note 1)                                          $252,835
      Accumulated undistributed net investment income (Note 1)               399
      Net unrealized gain on investments (Note 1)                         12,965
                                                                        --------
           Total net assets (equivalent to $10.74 per share on
             24,791 trust shares outstanding)                           $266,199
                                                                        ========

   The accompanying notes are an integral part of these financial statements.
                                       30
<PAGE>

Balanced Portfolio
Statement of Operations
For the Period from March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- --------------------------------------------------------------------------------
Investment Income (Note 1):
    Dividend                                                             $ 1,969
    Interest                                                               1,085
                                                                         -------
         Total investment income                                         $ 3,054
                                                                         -------


Expenses:
    Management fees (Note 2)                                             $   372
    Transfer agent fees (Note 3)                                             484
    Registration fees                                                      1,331
    Professional fees                                                     15,004
    Accounting (Note 2)                                                   11,616
    Custodian fees                                                         3,993
    Printing                                                                 726
    Fees and expenses of nonaffliated trustees                             1,694
    Regulatory reporting                                                   3,025
    Miscellaneous                                                            568
                                                                         -------
         Total expenses                                                  $38,813
    Less management fees waived and expenses
             assumed by Pioneering Management
             Corporation (Note 2)                                         37,811
                                                                         -------
          Net expenses                                                   $ 1,002
                                                                         -------

             Net investment income                                       $ 2,052
                                                                         -------

Unrealized Gain on Investments:
          Net unrealized gain on investments (Note 1)                    $12,965
                                                                         -------

             Net increase in net assets resulting from operations        $15,017
                                                                         =======

   The accompanying notes are an integral part of these financial statements.
                                       31
<PAGE>

Balanced Portfolio
Statement of Changes in Net Assets
For the Period from March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- -------------------------------------------------------------------------------
From Operations:
    Net investment income                                            $   2,052
    Net unrealized gain on investments                                  12,965
                                                                     ---------
            Net increase in net assets
               resulting from operations                             $  15,017
                                                                     ---------
Distributions to Shareholders From:
    Net investment income ($0.07 per share)                          $  (1,653)
                                                                     ---------

From Trust Share Transactions:
                                                       Shares
                                                       ------
    Net proceeds from sale of shares                   14,714        $ 151,986
    Net asset value of shares issued
       to shareholders in
       reinvestment of dividends                          153            1,653
    Cost of shares repurchased                            (76)            (804)
                                                       ------        ---------
            Net increase in net assets
              resulting from trust share
              transactions                             14,791        $ 152,835
                                                       ======        ---------

            Net increase in net assets                               $ 166,199

Net Assets:
     Beginning of period (initial
        capitalization - 10,000 shares)                                100,000
                                                                     ---------

     End of period (including accumulated
        undistributed net
        investment income of $399)                                   $ 266,199
                                                                     =========

   The accompanying notes are an integral part of these financial statements.
                                       32
<PAGE>

Balanced Portfolio
Financial Highlights
Selected Data for a Share Outstanding for the Period
March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- -------------------------------------------------------------------------------
Net asset value, beginning of period                                $  10.00
                                                                    --------
Increase from investment operations:
     Net investment income                                          $   0.09
     Net unrealized gain on investments                                 0.72
                                                                    --------
       Total increase from investment
          operations                                                    0.81
Distributions to shareholders from:
     Net investment income                                             (0.07)
                                                                    --------
       Net increase in net asset value                              $   0.74
                                                                    --------
Net asset value, end of period                                      $  10.74
                                                                    ========
Total return*                                                           8.10%
Ratio of net operating expenses to average net assets                   1.73%**
Ratio of net investment income to average net assets                    3.54%**
Portfolio turnover rate                                                  --
Net assets, end of period (in thousands)                            $    266
Ratios assuming no waiver of fees or
   assumption of expenses:
         Net operating expenses                                        66.96% **
         Net investment loss                                          (61.69%)**


 * 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 period.

** Annualized.

   The accompanying notes are an integral part of these financial statements.
                                       33
<PAGE>

America Income Portfolio
Schedule of Investments - June 30, 1995 (Unaudited)
- -------------------------------------------------------------------------------
Principal
  Amount                                                               Value
- -------------------------------------------------------------------------------
            U.S. GOVERNMENT SECURITIES - 100.0%
 $ 49,791   Government National Mortgage Association,
               7.50%, 2023                                           $ 50,040
   50,000   U.S. Treasury Notes, 6.125%, 1997                          50,258
   50,000   U.S. Treasury Notes, 6.5%, 2005                            51,062
   50,000   U.S. Treasury Notes, 7.125%, 2000                          52,227
   50,000   U.S. Treasury Notes, 7.825%, 1998                          52,516
                                                                     --------
               TOTAL INVESTMENT IN SECURITIES
                  (Cost $257,003)((a))                               $256,103
                                                                     ========


 (a)   At June 30, 1995, the net unrealized depreciation on
       investments based on cost for federal income tax
       purposes of $257,003 was as follows:

       Aggregate gross unrealized appreciation for all
       investments in which there is an excess of value over
       tax cost                                                      $    373

       Aggregate gross unrealized depreciation for all
       investments in which there is an excess of tax cost
       over value                                                      (1,273)
                                                                     ---------

       Net unrealized depreciation                                   $   (900)
                                                                     =========

       Purchases and sales of securities (excluding
       temporary cash investments) for the four months ended
       June 30, 1995, aggregated $257,049 and $46,
       respectively.


   The accompanying notes are an integral part of these financial statements.
                                       34
<PAGE>

America Income Portfolio
Balance Sheet
June 30, 1995
(Unaudited)
- -------------------------------------------------------------------------------
Assets:
      Investment in securities, at value
         (cost $257,003; see Schedule of
         Investments and Note 1)                                      $ 256,103
      Cash                                                               40,808
      Receivables--
          Interest                                                        3,100
          Due from Pioneering Management
              Corporation (Note 2)                                       47,936
                                                                      ---------
          Total Assets                                                $ 347,947
                                                                      ---------

Liabilities:
      Accrued expenses (Notes 2 and 3)                                $  48,014
                                                                      ---------
          Total liabilities                                           $  48,014
                                                                      ---------

Net Assets:
      Paid-in capital (Note 1)                                        $ 300,835
      Accumulated net realized loss
          (Note 1)                                                           (2)
      Net unrealized loss on investments
          (Note 1)                                                         (900)
                                                                      ---------
           Total net assets (equivalent to $9.99
             per share on 30,032 trust shares
             outstanding)                                             $ 299,933
                                                                      =========


   The accompanying notes are an integral part of these financial statements.
                                       35
<PAGE>

America Income Portfolio
Statement of Operations
For the Period from March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- --------------------------------------------------------------------------------
Investment Income (Note 1):
    Interest                                                           $  2,464
                                                                       --------


Expenses:
    Management fees (Note 2)                                           $    257
    Transfer agent fees (Note 3)                                            500
    Registration fees                                                       868
    Professional fees                                                    18,228
    Accounting (Note 2)                                                  13,636
    Custodian fees                                                        4,464
    Printing                                                                372
    Fees and expenses of nonaffliated trustees                            1,984
    Miscellaneous                                                         8,332
                                                                       --------
         Total expenses                                                $ 48,641
    Less management fees waived and expenses assumed by
             Pioneering Management Corporation (Note 2)                  48,193
                                                                       --------
          Net expenses                                                 $    448
                                                                       --------

             Net investment income                                     $  2,016
                                                                       --------

Realized and Unrealized Loss on Investments:
          Net realized loss on investments (Note 1)                    $     (2)
          Net unrealized loss on investments (Note 1)                      (900)
                                                                       --------

             Net loss on investments                                   $   (902)
                                                                       --------
             Net increase in net assets resulting from operations      $  1,114
                                                                       ========

   The accompanying notes are an integral part of these financial statements.
                                       36
<PAGE>

America Income Portfolio
Statement of Changes in Net Assets
For the Period from March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- -------------------------------------------------------------------------------
From Operations:
    Net investment income                                           $  2,016
    Net realized loss on investments                                      (2)
    Net unrealized loss on investments                                  (900)
                                                                    --------
            Net increase in net assets resulting from               $  1,114
                                                                    --------

Distributions to Shareholders From:
    Net investment income ($0.14 per share)                         $ (2,016)
                                                                    --------

From Trust Share Transactions:
                                             Shares
                                             ------
    Net proceeds from sale of shares         19,869                 $199,215
    Net asset value of shares issued
       to shareholders in
       reinvestment of dividends                202                    2,020
    Cost of shares repurchased                  (39)                    (400)
                                             ------                 --------
            Net increase in net assets
               resulting from trust share
               transactions                  20,032                 $200,835
                                             ======                 --------

            Net increase in net assets                              $199,933

Net Assets:
     Beginning of period
       (initial capitalization -
       10,000 shares)                                                100,000
                                                                    --------

     End of period                                                  $299,933
                                                                    ========

   The accompanying notes are an integral part of these financial statements
                                       37
<PAGE>

America Income Portfolio
Financial Highlights
Selected Data for a Share Outstanding for the Period
March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- -------------------------------------------------------------------------------
Net asset value, beginning of period                               $  10.00
                                                                   --------
Increase from investment operations:
     Net investment income                                         $   0.14
     Net realized and unrealized loss on investments                  (0.01)
                                                                   --------
       Total increase from investment operations                   $   0.13
Distributions to shareholders from:
     Net investment income                                            (0.14)
                                                                   --------
       Net increase in net asset value                             $  (0.01)
                                                                   --------
Net asset value, end of period                                     $   9.99
                                                                   ========
Total return*                                                          1.29%
Ratio of net operating expenses to average net assets                  0.98%**
Ratio of net investment income to average net assets                   4.39%**
Portfolio turnover rate                                                 --
Net assets, end of period (in thousands)                           $    300
Ratios assuming no waiver of fees or
   assumption of expenses:
         Net operating expenses                                      106.00  **
         Net investment loss                                        (100.63%)**


 * 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 period.

** Annualized.

   The accompanying notes are an integral part of these financial statements.
                                       38
<PAGE>

Money Market Portfolio
Schedule of Investments - June 30, 1995 (Unaudited)
- -------------------------------------------------------------------------------
Principal
  Amount                                                              Value
- -------------------------------------------------------------------------------
            U.S. GOVERNMENT AGENCIES - 100.0%
 $ 25,000   Federal Farm Credit Bank, 5.97% 7/26/95                   24,905
   50,000   Federal Home Loan Bank, 5.90%, 7/17/95                    49,885
   60,000   Federal Home Loan Mortgage Corp., 5.89%, 7/20/95          59,833
  125,000   Federal National Mortgage Association,
               5.88%, 7/6/95                                         124,939
                                                                     -------
              TOTAL INVESTMENT IN SECURITIES                         259,562
                                                                     =======

   The accompanying notes are an integral part of these financial statements.
                                       39
<PAGE>

Money Market Portfolio
Balance Sheet
June 30, 1995
(Unaudited)
- -------------------------------------------------------------------------------
Assets:
  Investment in securities, at value based on
     amortized cost (see Schedule of Investments
     and Note 1)                                                        $259,562
  Cash                                                                   307,124
  Due from Pioneering Management Corporation (Note 2)                     25,579
  Other                                                                      504
                                                                        --------
      Total assets                                                      $592,769
                                                                        --------

Liabilities:
  Accrued expenses (Notes 2 and 3)                                      $ 26,525
                                                                        --------
      Total liabilities                                                 $ 26,525
                                                                        --------

Net Assets:
  Trust shares (unlimited number of shares authorized),
    amount paid in on 566,244 shares outstanding                        $566,244
                                                                        --------

       Total net assets (offering and redemption price
          of $1.00 per share)                                           $566,244
                                                                        ========

   The accompanying notes are an integral part of these financial statements.
                                       40
<PAGE>

Money Market Portfolio
Statement of Operations
For the Period from March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- --------------------------------------------------------------------------------
Investment Income (Note 1):
    Interest                                                             $ 5,982
                                                                         -------
Expenses:
    Management fees (Note 2)                                             $   464
    Transfer agent fees (Note 3)                                             496
    Registration fees                                                        372
    Professional fees                                                      9,920
    Accounting (Note 2)                                                   11,904
    Custodian fees                                                         3,472
    Printing                                                                 372
    Fees and expenses of nonaffliated trustees                             1,736
    Miscellaneous                                                          2,356
                                                                         -------
         Total expenses                                                  $31,092
    Less management fees waived and expenses
          assumed by Pioneering Management
          Corporation (Note 2)                                            30,436
                                                                         -------
          Net expenses                                                   $   656
                                                                         -------

             Net investment income                                       $ 5,326
                                                                         -------

             Net increase in net assets
               resulting from operations                                 $ 5,326
                                                                         =======

   The accompanying notes are an integral part of these financial statements.
                                       41
<PAGE>


Money Market Portfolio
Statement of Changes in Net Assets
For the Period from March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- -------------------------------------------------------------------------------
From Operations:
    Net investment income                                           $    5,326
                                                                    ----------
            Net increase in net assets resulting from               $    5,326
                                                                    ----------

Distributions to Shareholders From:
    Net investment income ($0.02 per share)                         $   (5,326)
                                                                    ----------

From Trust Share Transactions (at $1.00 per share):
    Net proceeds from sale of shares                                $1,441,001
    Net asset value of shares issued to
       shareholders in reinvestment
       of dividends                                                      5,326
    Cost of shares repurchased                                        (980,083)
                                                                    ----------
            Net increase in net assets
               resulting from trust share
               transactions                                         $  466,244
                                                                    ----------

            Net increase in net assets                              $  466,244

Net Assets:
     Beginning of period
       (initial capitalization -
       100,000 shares)                                                 100,000
                                                                    ----------

     End of period                                                  $  566,244
                                                                     =========

   The accompanying notes are an integral part of these financial statements.
                                       42
<PAGE>

Money Market Portfolio
Financial Highlights
Selected Data for a Share Outstanding for the Period
March 1, 1995 (Commencement of Operations) to June 30, 1995
(Unaudited)
- --------------------------------------------------------------------------------
Net asset value, beginning of period                               $  1.00
                                                                    ------
Increase from investment operations:
     Net investment income                                         $  0.02
Distributions to shareholders from:
     Net investment income                                           (0.02)
                                                                    ------
       Net increase in net asset value                             $    --
                                                                    ------
Net asset value, end of period                                     $  1.00
                                                                    ======

Total return*                                                         1.81%
Ratio of net operating expenses to average ne                         0.71%**
Ratio of net investment income to average n                           5.78%**
Net assets, end of period (in thousands)                           $   566
Ratios assuming no waiver of fees or
     assumption of expenses:
         Net operating expenses                                      33.76%**
         Net investment loss                                        (27.27)**


 * 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 period.

** Annualized.

   The accompanying notes are an integral part of these financial statements.
                                       43
<PAGE>


Notes to Financial Statements - June 30, 1995 (Unaudited)
- --------------------------------------------------------------------------------
1. Pioneer Variable Contracts Trust (the Trust) is a Delaware business trust
registered under the Investment Company Act of 1940 as a diversified, open-end
management company. The Trust consists of seven separate portfolios
(collectively, the Portfolios): International Growth Portfolio, Capital Growth
Portfolio, Real Estate Growth Portfolio, Equity-Income Portfolio, Balanced
Portfolio, America Income Portfolio and Money Market Portfolio. The Trust was
organized on February 6, 1995 and commenced operations on March 1, 1995. Prior
to March 1, 1995, the Trust had no operations other than those relating to
organizational matters and the initial capitalization of the Trust by The
Pioneer Group, Inc. (PGI). On February 6, 1995, the Trust was initially
capitalized in the amount of $140,000. Subsequent to February 6, 1995, PGI
contributed an additional $710,000 as part of the initial capitalization. Shares
of each Portfolio may be only purchased by insurance companies for the purpose
of funding variable annuity or variable life insurance contracts.

   The following is a summary of significant accounting policies consistently
followed by the Trust, which are in conformity with those generally accepted in
the investment company industry.

A. Security Valuation - Security transactions are recorded on trade date. Each
day, equity securities are valued at the last sale price on the principal
exchange where they are traded. Securities that have not traded on the date of
valuation or securities for which sale prices are not generally reported are
valued at the mean between the last bid and asked prices. Trading in foreign
equity securities is substantially completed each day at various times prior to
the close of the New York Stock Exchange. The value of such securities used in
computing the net asset value of the Portfolio's shares are determined as of
such times.

   Taxable and non-taxable fixed income securities are valued based on
valuations furnished by an independent pricing service that utilizes a matrix
system. This matrix system reflects such factors as security prices, yields,
maturities and ratings, and is supplemented by dealer and exchange quotations
and fair market value information from other sources. Market discount is
accreted daily on a straight-line basis.

   Securities for which market quotations are not available will be valued at
their fair market value as determined by, or under the direction of, the Board
of Trustees. Temporary cash investments are valued at cost plus accrued
interest, which approximates market value. Dividend income is recorded on the
ex-dividend date, except certain dividends from foreign securities where the
ex-dividend date may have passed are recorded as soon as the Portfolios are
informed of the ex-dividend date. Interest income is recorded on the accrual
basis. Interest income for foreign securities is recorded on the accrual basis
net of unrecoverable foreign taxes withheld at the applicable country rates.

   Gains and losses from sales on investments are calculated on the "identified
cost" method for both financial reporting and federal income tax purposes. It is
the Trust's practice to first select for sale those securities which have the
highest cost and also qualify for long-term capital gain or loss treatment for
tax purposes. In addition, net realized gains on securities in certain countries
give rise to capital gains taxes. It is the Trust's policy to provide a reserve
against net unrealized gains for capital gains taxes on certain foreign
securities held by the Trust. During the six months ended June 30, 1995, no
capital gains taxes realized on the sale of certain foreign securities were
paid.

B. Foreign Currency Translation - The books and records of Portfolios are
maintained in U.S. dollars. Amounts denominated in foreign currencies are
translated into U.S. dollars using current exchange rates (see Note 4).

C. Forward Foreign Currency Contracts - Certain Portfolios are authorized to
enter into forward foreign currency contracts (contracts) for the purchase or
sale of a specific foreign currency at a fixed price on a future date as a hedge
or cross-hedge against either specific investment transactions (settlement
hedges) or portfolio positions (portfolio hedges). All contracts are marked to
market daily at the applicable translation rates, and any resulting unrealized
gains or losses are recorded in the Portfolios' financial statements. The
Portfolios record realized gains and losses at the time a portfolio hedge is
offset by entry into a closing transaction or extinguished by delivery of the
currency. Risks may arise upon entering into these contracts from the potential
inability of counterparties to meet the terms of the contract and from
unanticipated movements in the value of foreign currencies relative to the U.S.
dollar. As of June 30, 1995, the Portfolios had no outstanding hedge contracts.

                                       44
<PAGE>

Notes to Financial Statements - June 30, 1995 (Unaudited) - Continued
- --------------------------------------------------------------------------------
D. Federal Taxes - It is the Trust's policy to comply with the requirements of
the Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income and net realized capital gains, if any, to
the separate accounts of participating insurance companies. Therefore, no
federal income tax provisions are required.

   The characterization of distributions to shareholders for financial reporting
purposes is determined in accordance with income tax rules. Therefore, the
source of each Portfolio's distributions may be shown in the accompanying
financial statements as either from or in excess of net investment income or net
realized gain on investment transactions, or from capital, depending on the type
of book/tax differences that may exist.

E. Trust Shares - The Portfolios record sales and repurchases of its trust
shares on the trade date. Net losses, if any, as a result of cancellations are
absorbed by Pioneer Funds Distributor, Inc. (PFD), the principal underwriter for
the Fund and an indirect subsidiary of The Pioneer Group, Inc. (PGI). Dividends
and distributions to shareholders are recorded as of the ex-dividend date.

   The America Income Portfolio and Money Market Portfolio declare as daily
dividends substantially all of their respective net investment income. All
dividends are paid on the last business day of the month. Short-term capital
gain distributions, if any, may be paid with the daily dividends.

F. Repurchase Agreements - Each Portfolio may enter into repurchase agreements.
At the time the Portfolio enters into a repurchase agreement, the value of the
underlying security (collateral), including accrued interest, will be equal to
or exceed the value of the repurchase agreement, and in the case of repurchase
agreements exceeding one day, the value of the underlying security, including
accrued interest, is required during the term of the agreement to be equal to or
exceed the value of the repurchase agreement. The underlying securities for all
repurchase agreements are held in safekeeping in the customer-only account of
the Trust's custodian, or at the Federal Reserve Bank. If the seller defaults
and the value of the collateral declines, or if bankruptcy proceedings commence
with respect to the seller of the security, realization of the collateral by the
Trust may be delayed or limited.

2. With the exception of Real Estate Growth Portfolio, Pioneering Management
Corporation (PMC) is the Portfolios' investment adviser, manages the Portfolios,
and is a wholly owned subsidiary of PGI. Management fees are calculated at the
following annual rate:

                                               Management Fee as a percentage
                                               of Portfolio's average daily
Portfolio                                               net assets
- -------------------------------------------------------------------------------
International Growth Portfolio                            1.00%
Capital Growth Portfolio                                  0.65%
Equity-Income Portfolio                                   0.65%
Balanced Portfolio                                        0.65%
America Income Portfolio                                  0.55%
Money Market Portfolio                                    0.50%

   PMC has agreed to waive its management fees and to assume other operating
expenses for the Portfolios, except Real Estate Growth Portfolio, to the extent
necessary to limit expenses of the Portfolios to the following percentage of
average daily net assets:




                                       45
<PAGE>




Notes to Financial Statements- June 30, 1995 (Unaudited) - Continued
- -------------------------------------------------------------------------------

                                                    Expense Limitation as a
                                                   Percentage of Portfolio's
Portfolio                                          Average Daily Net Assets
- -------------------------------------------------------------------------------
International Growth Portfolio                              2.00%
Capital Growth Portfolio                                    1.75%
Equity-Income Portfolio                                     1.75%
Balanced Portfolio                                          1.75%
America Income Portfolio                                    1.00%
Money Market Portfolio                                      0.75%

   PMC's agreement to waive its management fees and to assume certain expenses
of the Portfolios is temporary and voluntary and may be revised or terminated at
any time.

   Pioneer Winthrop Advisers (PWA), a joint venture between PGI and Winthrop
Financial Associates (WFA), serves as investment adviser to the Real Estate
Growth Portfolio and is responsible for the overall management of the
Portfolio's business affairs, subject only to the authority of the Trustees. All
of the Portfolio's investment decisions are made by PWA's advisory committee,
which relies on investment subadvisory services provided by PMC and by Winthrop
Advisors Limited Partnership (WALP) pursuant to their investment subadvisory
contracts with the Portfolio. As compensation for its investment advisory
services and certain expenses which it incurs, PWA is entitled to a management
fee equal to 1.00% per annum of the Portfolio's average daily net assets.

   PWA has agreed to waive its management fees and to assume other operating
expenses of the Real Estate Growth Portfolio to the extent necessary to limit
Portfolio's expenses to 1.75% of the Portfolio's average daily net assets.

   In addition, under the management agreements, certain other services and
costs, including accounting, regulatory reporting and insurance premiums, are
paid by the Portfolios. Included in Accrued expenses are accounting fees payable
to PMC or PWA at June 30, 1995.

Portfolio                                                 Amount
- --------------------------------------------------------------------------------
International Growth Portfolio                          $ 19,402
Capital Growth Portfolio                                  10,119
Real Estate Growth Portfolio                               6,555
Equity-Income Portfolio                                   10,257
Balanced Portfolio                                        10,119
America Income Portfolio                                  14,136
Money Market Portfolio                                    10,407

On July 17, 1995, the Real Estate Growth Portfolio's management contract with
PWA and subadvisory contracts with WALP and PMC terminated as a result of the
sale by Nomura Securities Co., Ltd. of its interest in the parent company of
WALP. PMC, which had served as the Fund's co-investment subadviser since
inception, has served as the Portfolio's investment adviser pursuant to an
interim management contract since July 17, 1995.

3. PSC, a wholly owned subsidiary of PGI, provides transfer agent and
shareholder services to the Trust at negotiated rates. Included in Accrued
expenses are transfer agent fees payable to PSC at June 30, 1995:

Portfolio                                                 Amount
- -------------------------------------------------------------------------------
International Growth Portfolio                            $  484
Capital Growth Portfolio                                     484
Real Estate Growth Portfolio                                 488
Equity-Income Portfolio                                      488
Balanced Portfolio                                           484
America Income Portfolio                                     484
Money Market Portfolio                                       496


                                       46
<PAGE>

Notes to Financial Statements - June 30, 1995 (Unaudited) - Continued
- -------------------------------------------------------------------------------
4. In accordance with Statement of Position 93-4 (SOP 93-4): Foreign Currency
Accounting and Financial Statement Presentation for Investment Companies, net
realized gains and losses on forward foreign currency transactions and other
assets and liabilities denominated in foreign currencies 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. dollar amount actually received. Further, as
permitted under SOP 93-4, the effects of changes in foreign currency exchange
rates on investments in securities are not segregated in the Statement of
Operations from the effects of changes in market price of those securities but
are included with the net realized and unrealized gain or loss on securities.


                                       47
<PAGE>

                                 PIONEER VISION
                                VARIABLE ANNUITY
                        PIONEER VARIABLE CONTRACTS TRUST

Officers
John F. Cogan, Jr., Chairman and President
David D. Tripple, Executive Vice President
William H. Keough, Treasurer
Joseph P. Barri, Secretary
Stephen G. Kasnet, Vice President

Trustees
John F. Cogan, Jr.
Richard H. Egdahl, M.D.
Marguerite A. Piret
David D. Tripple
Stephen K. West

Investment Adviser
Pioneering Management Corporation

Custodian
Brown Brothers Harriman & Co.

Legal Counsel
Hale and Dorr

Independent Public Accountants
Arthur Andersen LLP

Issuer
SMA Life Assurance Company, Policy Form A3023-95
In New York and Hawaii, issued by State Mutual Life Assurance Company of
America, Policy Form A3023-95 GRC.

General Distributor
Allmerica Investments, Inc.
440 Lincoln Street
Worcester, MA  01653

Pioneer Vision may not be available in all states.

This report must be preceded or accompanied by a prospectus for Pioneer Vision
variable annuity, which includes more information about charges and expenses.
Please read the prospectus carefully before you invest or send money.


                                                                       0895-2680
                                             (C) Pioneer Funds Distributor, Inc.



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