PIONEER VARIABLE CONTRACTS TRUST /MA/, 485APOS, 1999-02-16

PIONEER VARIABLE CONTRACTS TRUST /MA/
485APOS, 1999-02-16

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File No. 33-84546
File No. 811-8786

As Filed with the Securities and Exchange Commission on February 16, 1999

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /_X__/
Pre-Effective Amendment No. ___ /_ __/
Post-Effective Amendment No. _9_ /_X__/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT _____
OF 1940 /_X__/

Amendment No. 10 /_X__/

(Check appropriate box or boxes)

PIONEER VARIABLE CONTRACTS TRUST
(Exact name of registrant as specified in charter)

60 State Street, Boston, Massachusetts 02109
(Address of principal executive office) Zip Code

(617) 742-7825
(Registrant's Telephone Number, including Area Code)

Joseph P. Barri, Hale and Dorr LLP, 60 State
Street, Boston, MA 02109
(Name and address of agent for service)

It is proposed that this filing will become effective (check
appropriate box):

___ immediately upon filing pursuant to paragraph (b)
___ on [date] pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
___ on [date] pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
_X_ on May 3, 1999 pursuant to paragraph (a)(2) of Rule 485

Title of Securities: Shares of Beneficial Interest, no par value
<PAGE>

PIONEER

P i o n e e r

Variable Contracts Trust

- --------------------------------------------------------------------------------
Class I Shares
Prospectus, May 3, 1999

Contents

Introduction
Basic information about the portfolios
Common portfolio management policies
Management
Distributions and taxes
Shareholder information
Financial highlights

No government securities commission or
agency has approved the funds' shares or
determined whether this prospectus is
accurate or complete. Any representation
to the contrary is a crime.

<PAGE>

INTRODUCTION

Pioneer Variable Contracts Trust is an open-end management investment Company
that currently consists of twelve distinct portfolios. Class I shares of the
portfolios are offered through this prospectus. Shares of the portfolios are
offered primarily to insurance companies to fund the benefits under variable
annuity and variable life insurance contracts (Variable Contracts) issued by
their companies. You may obtain certain tax benefits by purchasing a Variable
Contract. To learn more about Variable Contracts, read the prospectus of your
insurance company's separate account.

Each portfolio has its own distinct investment objective and policies. In
striving to meet its objective, each portfolio will face the challenges of
changing business, economic and market conditions. Each portfolio offers
different levels of potential return and risks. These risks are discussed in the
description of each portfolio.

No single portfolio constitutes a complete investment plan. Each portfolio's
share price (except as described below for Money Market Portfolio), yield and
total return will fluctuate and an investment in a portfolio may be worth more
or less than the original cost when shares are redeemed. Money Market Portfolio
seeks to maintain a constant $1.00 share price although there can be no
assurance it will do so.

Pioneer Investment Management, Inc. is the investment
adviser to each portfolio.

Each portfolio complies with various insurance regulations. Please read your
insurance company's separate account prospectus for more specific information
relating to insurance regulations and instructions on how to allocate amounts
invested under Variable Contracts among the portfolios.

Choosing a portfolio

This illustration shows the expected relationship between the return potential
and the level of risk normally associated with each portfolio's investment
objective.

PORTFOLIO STRATEGIC FOCUS

Emerging Markets Invests for long-term growth of
capital through investment in
emerging market issuers.

International Invests for long-term growth of
Growth capital primarily through
investments in emerging market
issuers

Europe Invests for long-term growth of
capital through investment in
European issuers.

Capital Invests for capital appreciation
Growth through a diversified portfolio of
common stock.

Growth Invests for appreciation of capital
Shares through investments in equity
securities.

Real Estate Invests for long-term growth of
Growth capital primarily through
investments in REITS and other real
estate industry companies. Current
income is the portfolio's secondary
objective.

More Aggressive Growth and Invests for reasonable income and
Income growth of capital by investing in a
broad list of carefully selected,
reasonably priced securities.

More Conservative Equity-Income Invests for current income and long
-term capital growth by investing
in a portfolio of income-producing
equity securities of U.S.
corporations.

Balanced Invests for capital growth and
current income by actively managing
investments in a diversified
portfolio of common stocks and
bonds.

Swiss Franc Bond Invests to approximate the
performance of the Swiss franc
relative to the U.S. dollar while
earning a reasonable level of
income.

America Income Invests for as high a level of
current income as is consistent
with the preservation of capital.
The portfolio invests in U.S.
government securities.

Money Market Invests for current income
consistent with preserving capital
and providing liquidity.

<PAGE>
Basic information about Emerging Markets Portfolio

Investment objective
Long-term growth of capital.

- --------------------------------------------------------------------------------
[graphic icon]
Emerging Market Issuers
An emerging market issuer:

o Is organized under the laws of an emerging market country;
o Has a principal office in an emerging market country; or
o Derives at least 50% of its gross revenues or profits from
goods or services produced in emerging markets or sales made in
emerging markets.
- --------------------------------------------------------------------------------

Investment strategies

The portfolio invests primarily in securities of emerging market issuers.
Although the portfolio invests in both equity and debt securities, it normally
emphasizes equity securities in its portfolio.

The portfolio invests in at least six emerging markets. The portfolio does not
allocate more than 25% of its total assets (at the time of purchase) to any one
country but can invest more than 25% of its total assets in a particular region.

The portfolio's equity investments include common stocks, preferred stocks,
depository receipts, convertible debt securities, warrants, rights and other
equity interests. The portfolio may engage in transactions in non-U.S.
currencies in connection with its investments.

Pioneer, the portfolio's investment adviser, uses a value approach to select the
portfolio's investments. First, Pioneer determines the relative attractiveness
of investing in different emerging markets. Pioneer bases its judgment on
political stability, financial and market practices, economic growth prospects,
levels of interest rates and inflation, general market valuations and potential
changes in currency values. Using this analysis, Pioneer sets a target weighting
for the allocation of the portfolio's assets among countries. At the same time,
Pioneer seeks to identify and buy securities selling at substantial discounts to
their underlying values and then to hold these securities until the market
values reflect their intrinsic values. Pioneer evaluates a security's potential
value based on the company's assets and prospects for earnings and revenue
growth. In making that assessment, Pioneer employs fundamental research and due
diligence. Pioneer relies on the knowledge, experience and judgment of its staff
who have access to a wide variety of research. Factors Pioneer looks for in
selecting investments include:

[square bullet] Issuers in countries expected to have economic and market
environments that will be positive

[square bullet] Estimated private market value in excess of current stock
price

[square bullet] Favorable expected returns relative to perceived risk

[square bullet] Low debt levels relative to equity

[square bullet] Companies expected to benefit from long-term trends in the
economy and society

[square bullet] Low market valuations relative to earnings forecast, book
value, cash flow and sales

[square bullet] Turnaround potential for companies that have been through
difficult periods

Principal risks of investing in the portfolio
An investment in the portfolio involves a substantial degree of risk. Even
though the portfolio seeks long-term capital growth, you could lose money on
your investment or not make as much as if you invested elsewhere if:

[square bullet] Stock markets of emerging market countries go down or perform
poorly relative to other stock markets (this risk may be
greater if you are a short-term investor)

[square bullet] Securities of emerging market issuers or value stocks fall out
of favor with investors

[square bullet] The portfolio's assets remain undervalued or do not have the
potential value initially expected

Investing in emerging market issuers involves unique risks compared to investing
in securities of issuers in the U.S. and other developed countries. These risks
are more pronounced to the extent the portfolio invests in issuers in the less
developed emerging markets or in any one region. These risks may include:

[square bullet] The U.S. dollar may appreciate against emerging market
currencies or an emerging market government may impose
restrictions on currency conversion or trading

[square bullet] Less information about emerging market issuers or markets may
be available due to less rigorous disclosure or accounting
standards or regulatory practices

[square bullet] Many emerging markets are smaller, less liquid and more
volatile than developed markets. In a changing market, Pioneer
may not be able to sell the portfolio's portfolio securities
in amounts and at prices Pioneer considers reasonable

[square bullet] Economic, political or social instability in an emerging
market country or region may significantly disrupt the
principal financial markets in which the portfolio invests

[square bullet] The economies of emerging market countries may grow at slower
rates than expected or may experience a downturn or recession

[square bullet] Emerging market countries may experience rising interest
rates, or, more significantly, rapid inflation or
hyperinflation

[square bullet] The portfolio could experience a loss from settlement and
custody practices in some emerging markets

[square bullet] Withholding and other non-U.S. taxes may decrease the
portfolio's return

The portfolio's past performance
The portfolio commenced operation son October 30, 1998. Prospectuses published
after December 31, 1999 will include standard performance.

Other investment strategies

As discussed, the portfolio primarily invests in securities of emerging markets
issuers to seek long-term growth of capital.

This section and "Common portfolio investment practices" describe additional
investments that the portfolio may make or strategies that it may pursue to a
lesser degree to achieve the portfolio's goal. Some of the portfolio's secondary
investment policies also entail risks. To learn more about these investments and
risks, you should obtain and read the statement of additional information (SAI).

Investments other than equity securities of emerging market issuers

The portfolio may invest in debt securities of emerging market issuers and may
invest up to 35% of its total assets (at the time of purchase) in equity and
debt securities of companies or governmental issuers in any developed country
(other than the U.S.). The portfolio may also invest up to 35% of its total
assets (at the time of purchase) in short-term debt securities. These
investments normally include high-quality commercial paper, certificates of
deposit and other bank-related investments, U.S. and non-U.S. government
obligations and repurchase agreements and may also include Brady bonds, which
are restructured debt of governmental issuers of emerging market countries.

The portfolio may invest in debt securities of any quality or maturity. The
portfolio may not invest more than 10% of its total assets in debt securities
rated below investment grade or in unrated securities of comparable quality.

Debt securities are subject to the risk of an issuer's inability to meet
principal or interest payments on its obligations. Factors which could
contribute to a decline in the market value of debt securities in the
portfolio's portfolio include rising interest rates or a reduction in the
perceived creditworthiness of the issuer of the securities. A debt security is
investment grade if it is rated in one of the top four categories by a
nationally recognized securities rating organization or determined to be of
equivalent credit quality by Pioneer. Debt securities rated below investment
grade are commonly referred to as "junk bonds" and are considered speculative.
Lower quality debt securities involve greater risk of loss, are subject to
greater price volatility and are less liquid, especially during periods of
economic uncertainty or change, than higher quality debt securities.

Portfolio manager
Day-to-day management of the portfolio is the responsibility of Mark Madden. Mr.
Madden is a vice president of Pioneer. He joined Pioneer in 1990 and has been an
investment professional since 1984.

Mr. Madden is supported by a team of portfolio managers and analysts who
specialize in international equity securities. This team provides research for
the portfolio and other Pioneer mutual funds with similar investment objectives
or styles. Mr. Madden and his team operate under the supervision of Theresa A.
Hamacher. Ms. Hamacher is chief investment officer of Pioneer. She joined
Pioneer in 1997 and has been an investment professional since 1984.

Management fee
The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 1.25% of the portfolio's average daily net assets. The fee is normally
computed daily and paid monthly. Pioneer has agreed not to impose all or a
portion of its fee or to reduce the portfolio's expenses in order to limit the
portfolio's total operating expenses to 1.75% of the portfolio's average daily
net assets. For the most recent fiscal year, the portfolio paid Pioneer a fee
equal to % of average daily net assets.

Basic information about International Growth Portfolio

Investment objective
Long-term capital growth.

Investment strategies

The portfolio invests primarily in common stocks and other equity securities of
non-U.S. issuers. These companies may be located in both developed and emerging
markets. Generally, the portfolio's investments in any country are limited to
25% or less of its total assets (at the time of investment). However, the
portfolio may invest more than 25% of its assets in issuers organized in Japan
or the United Kingdom or in securities quoted or denominated in the currencies
of those countries. The portfolio may invest in other equity securities
including preferred stocks, depository receipts, convertible debt securities,
warrants, rights and other equity interests. The portfolio may also engage in
transactions in currencies in connection with its investments.

Pioneer, the portfolio's investment adviser, uses a value approach to select the
portfolio's investments. Using this investment style, Pioneer seeks to identify
and buy securities selling at substantial discounts to their underlying value
and then to hold these securities until the market values reflect their
intrinsic values. Pioneer evaluates a security's potential value based on the
company's assets and prospects for earnings and revenues growth, employing a
bottom-up analytical style. In making that assessment, Pioneer employs
fundamental research and due diligence. Pioneer relies on the knowledge,
experience and judgment of its staff who have access to a wide variety of
research. Factors Pioneer looks for in selecting investments include:

[square bullet] Favorable expected returns relative to perceived risk

[square bullet] Low market valuations relative to earnings forecast, book
value, cash flow and sales

[square bullet] Turnaround potential for companies that have been through
difficult periods C Strong industry fundamentals

[square bullet] Increasing earnings forecast

[square bullet] Low debt levels relative to equity

Pioneer focuses on the quality and price of individual issuers, not on economic
sector or market-timing strategies. The portfolio avoids concentrating in any
one sector or industry.

Principal risks of investing in the portfolio

Even though the portfolio seeks long-term growth of capital, you could lose
money on your investment in the portfolio or not make as much as if you invested
elsewhere if:

[square bullet] The non-U.S. stock markets go down or perform poorly relative
to U.S. stock markets (this risk may be greater if you are a
short-term investor)

[square bullet] Securities of non-U.S. issuers or value stocks fall out of
favor with investors

[square bullet] The market continues to undervalue the securities in the
portfolio's portfolio or the securities in the portfolio's
portfolio turn out not to be undervalued

Investing in non-U.S. issuers may involve unique risks compared to securities of
U.S. issuers. Some of these risks do not apply to the larger more developed
markets. These risks are more pronounced to the extent the portfolio invests in
issuers in countries with emerging markets or if the portfolio invests
significantly in any one country. These risks may include:

[square bullet] Less information about non-U.S. issuers or markets may be
available due to less rigorous disclosure or accounting
standards or regulatory practices

[square bullet] Many non-U.S. markets are smaller, less liquid and more
volatile than U.S. markets.
<PAGE>

[square bullet] In a changing market, Pioneer may not be able to sell the
portfolio's portfolio securities in amounts and at prices
Pioneer considers reasonable [squarebullet] C The economies of
non-U.S. countries may grow at slower rates than expected or
may experience a downturn or recession

[square bullet] The U.S. dollar appreciates against non-U.S. currencies or a
non-U.S. government may impose restrictions on currency
conversion or trading

[square bullet] Economic, political or social instability in non-U.S.
countries may significantly disrupt the principal financial
markets in which the portfolio invests

[square bullet] Withholding and other non-U.S. taxes may decrease the
portfolio's return

The portfolio's past performance

The bar chart and table indicate the risks of inventing in the portfolio by how
the portfolio has performed in the past. The portfolio's performance varies from
year to year.

The portfolio's past performance does not necessarily indicate how it will
perform in the future. You may make or lose money on your investment.

Portfolio performance

The chart shows the performance of the portfolio's Class I shares for each
calendar year since the portfolio's inception on March 31, 1995. The chart does
not reflect any fees or expenses payable with respect to a Variable Contract.
Such fees and expenses will reduce your return.

[bar chart]
Annual return Class A shares
(Year ended December 31)

'95 10.42%
`96 8.54
`97 4.87
`98 -3.32
[end bar chart]

The portfolio's highest calendar quarterly
return was 20.16% (9/30/98 to 12/31/98).

The portfolio's lowest calendar quarterly
return was -23.32% (6/30/98 to 9/30/98).

Comparison to MSCI Index

The table shows the average annual total returns of the portfolio's Class I
shares over time and compares those returns to the returns of the Morgan Stanley
Capital International (MSCI) EAFE (Europe, Australasia, Far East) Index. This
index is a widely recognized capitalization-weighted index of stocks traded in
securities markets outside of the U.S. Unlike the portfolio, the index is not
managed and does not incur expenses. The table assumes:

[square bullet] The sale of the shares at the end of the period

[square bullet] Reinvestment of all dividends and distributions

-----------------------------------------------------------------------
Average annual total return (%)
(for periods ended December 31, 1998)
------------------- ------------- ------------------ ------------------
1 Year Since Inception Inception Date
------------------- ------------- ------------------ ------------------
Portfolio -3.32 5.20 3/31/95
------------------- ------------- ------------------ ------------------
MSCI Index 19.97 9.68
------------------- ------------- ------------------ ------------------

Other investment strategies

As discussed, the portfolio primarily invests in non-U.S. equity securities to
seek long-term growth of capital.

This section and "Common portfolio investment policies" describe additional
investments that the portfolio may make or strategies that it may pursue to a
lesser degree to achieve the portfolio's goal. Some of the portfolio's secondary
investment policies also entail risks. To learn more about these investments and
risks, you should obtain and read the statement of additional information (SAI).

Investments other than equity securities

The portfolio may invest up to 20% of its total assets (at the time of purchase)
in debt securities. The debt securities may be issued by U.S. or non-U.S.
companies or governmental issuers. Generally, the portfolio may acquire debt
securities that are investment grade, but the portfolio may invest up to 5% of
its net assets in below investment grade convertible debt securities. The
portfolio invests in debt securities when Pioneer believes they offer the
potential for capital growth, to diversify the portfolio's portfolio or for
greater liquidity.

Economic and Monetary Union (EMU)

January 1, 1999, 11 European countries adopted a single currency - the Euro. The
conversion to the Euro is being phased in over a three-year period. During this
time, valuation, systems and other operational problems may occur in connection
with the portfolio's investments quoted in the Euro. For participating
countries, EMU will mean sharing a single currency and single official interest
rate and adhering to agreed upon limits on government borrowing. Budgetary
decisions will remain in the hands of each participating country, but will be
subject to each country's commitment to avoid "excessive deficits" and other
more specific budgetary criteria. A European Central Bank is responsible for
setting the official interest rate to maintain price stability within the Euro
zone.

EMU is driven by the expectation of a number of economic benefits, including
lower transaction costs, reduced exchange risk, greater competition, and a
broadening and deepening of European financial markets. However, there are a
number of significant risks associated with EMU. Monetary and economic union on
this scale has never been attempted before. There is a significant degree of
uncertainty as to whether participating countries will remain committed to EMU
in the face of changing economic conditions. This uncertainty may increase the
volatility of European markets.

Portfolio manager
Day-to-day management of the Portfolio is the responsibility of Paulos M.
Alexandrakis. Mr. Alexandrakis is senior vice president of Pioneer. He joined
Pioneer in 1998 and has been an investment professional since 1984. Prior to
joining Pioneer, Mr. Alexandrakis was a portfolio manager at Salomon Smith
Barney from 1995 to 1998 and a portfolio manager for Lazard Freres Asset
Management from 1990 to 1994.

Mr. Alexandrakis is supported by a team of portfolio managers and analysts who
focus on non-U.S. companies. This team provides research for the portfolio and
other Pioneer mutual funds with similar investment objectives and styles. Mr.
Alexandrakis and his team operate under the supervision of Theresa A. Hamacher.
Ms. Hamacher is chief investment officer of Pioneer. She joined Pioneer in 1997
and has been an investment professional since 1984.

Management fee

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 1.00% per annum of the portfolio's average daily net assets. The fee is
normally computed daily and paid monthly. Pioneer has agreed not to impose all
or a portion of its fee or reduce the portfolio's expenses in order to limit the
portfolio's total operating expenses to 1.50% of average daily net assets. For
the most recent fiscal year, the portfolio paid Pioneer a fee equal to ____% of
the portfolio's average daily net assets.

<PAGE>

FINANCIAL HIGHLIGHTS
The following information has been audited by , independent public accountants,
in connection with their audit of the portfolios' financial statements. report
on the fund's financial statements as of December 31, 1997 appears in the
portfolios' annual report which is incorporated by reference into the statement
of additional information. The information below should be read in conjunction
with financial statements contained in the portfolios' annual report. The annual
report includes more information about the portfolios' performance and is
available free of charge upon request from your insurance company.

FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING FOR EACH PERIOD PRESENTED:

<TABLE>
<CAPTION>
INTERNATIONAL GROWTH PORTFOLIO
-------------------------------------------------------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR MARCH 1, 1995
ENDED ENDED ENDED (COMMENCEMENT
DECEMBER 31, DECEMBER 31, DECEMBER 31, OF OPERATIONS)
1998 1997 1996 TO DECEMBER 31, 1995
-------------- ---------------- -----------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period ........ $ 11.83 $ 10.93 $10.00
------- ------- ------
INCREASE (DECREASE) FROM INVESTMENT OPERATIONS:
Net investment income ...................... $ 0.06 $ 0.05 $ --
Net realized and unrealized gain (loss)
on investments ............................ 0.53* 0.88* 1.04*
------- ------- ------
Net increase (decrease) from
investment operations ................... $ 0.59 $ 0.93 $ 1.04
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income ...................... (0.03) -- --
In excess of net investment income ......... -- -- (0.02)
Net realized gain .......................... (0.16) (0.03) (0.09)
------- ------- ------
Net increase (decrease) in net
asset value ............................. $ 0.40 $ 0.90 $ 0.93
------- ------- ------
Net asset value, end of period .............. $ 12.23 $ 11.83 $10.93
======= ======= ======
Total return** .............................. 4.87% 8.54% 10.42%
Ratio of net expenses to average net
assets + ................................... 1.49% 1.52% 2.10%***
Ratio of net investment income (loss) to
average net assets + ....................... 0.78% 0.78% (0.25)%***
Portfolio turnover rate ..................... 133% 115% 139%***
Average brokerage commission per share $0.0034 $0.0033 --
Net assets, end of period (in thousands) $49,412 $24,770 $2,967
RATIO ASSUMING NO WAIVER OF MANAGEMENT
FEES AND ASSUMPTION OF EXPENSES BY
PIONEER AND NO REDUCTION FOR FEES PAID
INDIRECTLY:
Net expenses ............................... 1.71% 3.04% 17.22%***
Net investment income (loss) ............... 0.56% (0.74)% (15.37)%***
RATIO ASSUMING WAIVER OF MANAGEMENT
FEES AND ASSUMPTION OF EXPENSES BY
PIONEER AND REDUCTION FOR FEES PAID
INDIRECTLY:
Net expenses ............................... 1.48% 1.50% 1.75%***
Net investment income (loss) ............... 0.79% 0.80% 0.10%***
</TABLE>
* Includes foreign currency transactions.
** Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of each period.
*** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.
<PAGE>

Basic information about Europe Portfolio

Investment objective
Long-term growth of capital.

- --------------------------------------------------------------------------------
[graphic icon]
European Issuers
A European issuer:

o Is organized and has a principal business office in a European
country;

o Derives at least 50% of its total revenue from business
transacted in Europe; or

o Has equity securities that trade principally on a stock exchange
in Europe.
- --------------------------------------------------------------------------------
Investment strategies

The portfolio invests primarily in equity securities of European issuers. For
purposes of the portfolio's investment policies, equity investments include
securities with commons stock characteristics such as preferred stocks,
depository receipts, warrants and debt securities convertible into common stock.
The portfolio also engages in transactions in European currencies in connection
with its investments.

The portfolio uses a "growth at a reasonable price" style of management. The
portfolio is seeking to invest in companies with above average potential for
earnings and revenue growth that are also trading at attractive market
valuations. To select growth stocks, Pioneer, the portfolio's investment
adviser, employs fundamental research and due diligence. Pioneer relies on the
knowledge, experience and judgment of its own staff who have access to a wide
variety of research. Factors Pioneer looks for in selecting investments include:

[square bullet] Favorable expected returns relative to perceived risk

[square bullet] Low market valuations relative to earnings forecast, book
value, cash flow and sales

[square bullet] Strong industry fundamentals C Increasing earnings forecast

Principal risks of investing in the portfolio

Even though the portfolio seeks long-term capital growth, you could lose money
on your investment or not make as much as if you invested elsewhere if:

[square bullet] European stock markets go down, or perform poorly relative to
U.S. markets (this risk may be greater if you are a short-term
investor)

[square bullet] Securities of European issuers or growth stocks fall out of
favor with investors C The portfolio's investments do not have
the growth potential originally expected

Investing in developed European issuers involves unique risks compared to
investing in securities of U.S. issuers. These risks may include:

[square bullet] Less information about some European issuers or markets may be
available due to less rigorous disclosure and accounting
standards or regulatory practices

[square bullet] Many European markets are smaller, less liquid and more
volatile than the US markets. In a changing market, Pioneer
may not be able to sell the portfolio's portfolio securities
in amounts and at prices Pioneer considers reasonable

[square bullet] The economies of European countries may grow at slower rates
than expected or suffer a downturn or recession

[square bullet] The U.S. dollar may appreciate against European currencies or
European countries may impose restrictions on currency
conversion or trading

[square bullet] Economic and Monetary Union (EMU) and the introduction of a
single European currency may increase the volatility of
European markets

The portfolio's past performance
The portfolio commenced operations on October 30, 1998. Prospectuses published
after December 31, 1999 will include standard performance.

Other investment strategies

As discussed, the portfolio invests primarily in equity securities of European
issuers to seek long-term capital growth.

Investment in other European Issuers

The portfolio invests primarily in issuers domiciled in developed European
countries. However, the portfolio may invest up to 10% (at the time of purchase)
of its total assets in securities of European issuers domiciled in Eastern
European nations or emerging European markets.

The risks relating to investment in developed European issuers described above
are more pronounced to the extent the portfolio invests in issuers in Eastern
European nations or emerging European markets. Additional risks include:

[square bullet] Political, economic or social developments may adversely
affect European securities markets

[square bullet] Withholding and other foreign taxes may decrease the
portfolio's return

Economic and Monetary Union (EMU)

On January 1, 1999, 11 European countries adopted a single currency - the Euro.
The conversion to the Euro is being phased in over a three-year period. During
this time, valuation, systems and other operational problems may occur in
connection with the portfolio's investments quoted in the Euro. For
participating countries, EMU will mean sharing a single currency and single
official interest rate and adhering to agreed upon limits on government
borrowing. Budgetary decisions will remain in the hands of each participating
country, but will be subject to each country's commitment to avoid "excessive
deficits" and other more specific budgetary criteria. A European Central Bank is
responsible for setting the official interest rate to maintain price stability
within the Euro zone.

Portfolio Manager
Day-to-day management of the portfolio's portfolio is the responsibility of
Patrick M. Smith. Mr. Smith is a vice president of Pioneer. He joined Pioneer in
1992 and has been an investment professional since 1986.

Mr. Smith is supported by a team of portfolio managers and analysts who
specialize in equity securities of foreign issuers. This team provides research
for the fund and other Pioneer mutual funds with similar investment styles. Mr.
Smith and his team operate under the supervision of Theresa A. Hamacher. Ms.
Hamacher is chief investment officer of Pioneer. She joined Pioneer in 1997 and
has been an investment professional since 1984.

Management fee
The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 1.00% of the portfolio's average daily net assets. The fee is normally
computed daily and paid monthly. Pioneer as agreed not to impose all or a
portion of its fee or to reduce the portfolio's expenses in order to limit the
portfolio's total operating expenses to 1.50% of the portfolio's average daily
net assets. For the most recent fiscal year, the portfolio paid a fee equal to %
of its average daily net assets.

<PAGE>

Basic information about Capital Growth Portfolio

Investment objective

Capital growth by investing in a diversified portfolio of securities consisting
primarily of common stocks.

Investment strategies

The portfolio invests primarily in common stocks of U.S. companies. Normally,
the portfolio invests at least 80% of its total assets in these securities. The
portfolio considers securities that trade like common stocks, such as
convertible debt, warrants, real estate investment trusts (REITs) and preferred
stocks, to be common stocks.

Pioneer, the portfolio's investment adviser, uses a value approach to select the
portfolio's investments. Using this investment style, Pioneer seeks to identify
and buy securities selling at substantial discounts to their underlying values
and then to hold these securities until market values reflect their intrinsic
values. Pioneer evaluates a security's potential value based on the company's
assets and prospects for earnings growth. In making that assessment, Pioneer
employs fundamental research and due diligence, employing a bottom-up analytic
style. Pioneer relies on the knowledge, experience and judgment of its staff who
have access of a wide variety of research. Factors Pioneer looks for in
selecting investments include:

[square bullet] Favorable expected returns relative to perceived risk C
Management with demonstrated ability and commitment to the
company

[square bullet] Low market valuations relative to earnings forecast, book
value, cash flow and sales

[square bullet] Turnaround potential for companies that have been through
difficult periods

[square bullet] Estimated private market value in excess of current stock
price [squarebullet]C Strong industry fundamentals

Pioneer focuses on the quality and price of individual issuers, not on economic
sector or market-timing strategies. The portfolio avoids concentrating in any
one sector or industry.

Principal risks of investing in the portfolio

Even though the portfolio seeks capital growth, you could lose money on your
investment or not make as much as if you invested elsewhere if:

[square bullet] The stock market goes down (this risk may be greater if you
are a short-term investor)

[square bullet] Value stocks fall out of favor with investors

[square bullet] The portfolio's assets remain undervalued or do not have the
potential value originally expected

The portfolio's past performance

The bar chart and table indicate the risks of investing in the portfolio by
showing how the portfolio has performed in the past. The portfolio's performance
varies from year to year.

The portfolio's past performance does not necessarily indicate how it will
perform in the future. You may lose or make money on your investment.

Portfolio performance

[bar chart]
Annual return Class A shares
(Year ended December 31)

'95 17.13
`96 15.03
`97 24.69
`98 -4.02
[end bar chart]

The portfolio's highest calendar quarterly
return was 16.14% (5/31/95 to 8/31/95)

The portfolio's lowest calendar quarterly
return was 7.16% (3/31/96 to 6/30/96)

Comparison with Standard & Poor's 500 Index

The table shows the average annual total returns for the portfolio's Class I
shares over time and compares these returns to the returns of Standard & Poor's
500 Index. This index is a widely recognized measure of the performance of 500
widely held common stocks. Unlike the portfolio, the index is not managed and
does not incur expenses. The table assumes:

[square bullet] The sale of the shares at the end of the period

[square bullet] Reinvestment of all dividends and distributions

-----------------------------------------------------------------------
Average annual total return (%)
(for periods ended December 31, 1998)
------------------- ------------- ------------------ ------------------
1 Year Since Inception Inception Date
------------------- ------------- ------------------ ------------------
Class I -4.02 13.25 3/31/95
------------------- ------------- ------------------ ------------------
S&P 500 Index 28.73 29.98
------------------- ------------- ------------------ ------------------

Other investment strategies

As discussed, the portfolio invests primarily in common stocks of U.S. companies

Investments other than U.S. common stocks

The portfolio may invest up to 25% of its total assets (at the time of purchase)
in securities of non-U.S. issuers. The portfolio will not invest more than 5% of
its total assets (at the time of purchase) in the securities of emerging markets
issuers. Investing in foreign issuers may involve unique risks compared to
investing in the securities of U.S. issuers. These risks may include:

[square bullet] Less information about foreign issuers or markets may be
available due to less rigorous disclosure and accounting
standards or regulatory practices

[square bullet] Many foreign markets are smaller, less liquid and more
volatile. In a changing market, Pioneer may not be able to
sell the portfolio's portfolio securities in amounts and at
prices it considers reasonable

[square bullet] Adverse effect of currency exchange rates or controls on the
value of the portfolio's investments

[square bullet] Political, economic and social developments adversely affect
the securities markets

[square bullet] Withholding and other foreign taxes may decrease the
portfolio's return

The portfolio may invest up to 25% of its total assets (at the time of purchase)
in real estate investment trusts. Real estate investment trusts are pooled
investment vehicles that invest primarily in real estate or real estate related
loans. Investing in real estate investment trusts involves unique risks. They
are significantly affected by the market for real estate and are dependent upon
management skills and cash flow.

The portfolio may invest up to 20% of its total assets (at the time of purchase)
in debt securities. Generally the portfolio may acquire debt securities that are
investment grade, but the portfolio may invest up to 5% of its total assets (at
the time of purchase) in below investment grade convertible debt securities. The
portfolio invests in debt securities when Pioneer believes they offer the
potential for capital growth, to diversify the portfolio's portfolio or for
greater liquidity.

Portfolio manager
Day-to-day management of the portfolio's portfolio is the responsibility of J.
Rodman Wright. Mr. Wright is a vice president of Pioneer. He joint Pioneer in
1994 and has been an investment professional since 1988. Prior to joining
Pioneer, Mr. Wright was an analyst for Prudential Insurance Company of America
from 1989 to 1994.

Mr. Wright is supported by a team of portfolio managers and analysts who
specialize in U.S. equity securities. This team provides research for the
portfolio and other Pioneer mutual funds with similar investment objectives or
styles. Mr. Wright and his team operate under the supervision of Theresa A.
Hamacher. Ms. Hamacher is chief investment officer of Pioneer. She joined
Pioneer in 1997 and has been an investment professional since 1984.

Management Fee
The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.65% of the portfolio's average daily net assets. The fee is normally
computed daily and paid monthly. For the most recent fiscal year, the portfolio
paid Pioneer a fee equal to 0.65% of the portfolio's average daily net assets.

Distributions
The portfolio generally makes distributions of any net long-term capital gains
in November. Distributions from net investment income and from net short-term
capital gains, if any, are made annually. The portfolio may pay additional
distributions and dividends at other times if necessary for the portfolio to
avoid a federal tax.
<PAGE>
FINANCIAL HIGHLIGHTS
The following information has been audited by , independent public accountants,
in connection with their audit of the portfolios' financial statements. report
on the fund's financial statements as of December 31, 1997 appears in the
portfolios' annual report which is incorporated by reference into the statement
of additional information. The information below should be read in conjunction
with financial statements contained in the portfolios' annual report. The annual
report includes more information about the portfolios' performance and is
available free of charge upon request from your insurance company.

FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING FOR EACH PERIOD PRESENTED:

<TABLE>
<CAPTION>
CAPITAL GROWTH PORTFOLIO
------------------------------------------------------------------
MARCH 1, 1995
FOR THE YEAR FOR THE YEAR FOR THE YEAR (COMMENCEMENT
ENDED ENDED ENDED OF OPERATIONS)
DEEMBER 31, DECEMBER 31, DECEMBER 31, TO DECEMBER 31,
1998 1997 1996 1995
------------- -------------- -------------- ------------------
<S> <C> <C> <C>
Net asset value, beginning of period ........ $ 13.05 $ 11.57 $10.00
-------- ------- ------
INCREASE (DECREASE) FROM INVESTMENT OPERATIONS:
Net investment income ...................... $ 0.12 $ 0.03 $ 0.02
Net realized and unrealized gain (loss)
on investments ............................ 3.09 1.71 1.69
-------- ------- ------
Net increase (decrease) from
investment operations ................... $ 3.21 $ 1.74 $ 1.71
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income ...................... -- (0.03) (0.02)
In excess of net investment income ......... -- -- --
Net realized gain .......................... (0.11) (0.23) (0.12)
-------- ------- ------
Net increase (decrease) in net
asset value ............................ $ 3.10 $ 1.48 1.57
-------- ------- ------
Net asset value, end of period .............. $ 16.15 $ 13.05 $11.57
======== ======= ======
Total return** .............................. 24.69% 15.03% 17.13%
Ratio of net expenses to average net
assets + ................................... 0.80% 0.93% 1.56%***
Ratio of net investment income (loss) to
average net assets + ....................... 1.02% 0.37% 0.48%***
Portfolio turnover rate ..................... 50% 41% 46%***
Average brokerage commission per share $ 0.0556 $0.0661 --
Net assets, end of period (in thousands) $105,476 $48,572 $9,357
RATIO ASSUMING NO WAIVER OF MANAGEMENT
FEES AND ASSUMPTION OF EXPENSES BY
PIONEER AND NO REDUCTION FOR FEES PAID
INDIRECTLY:
Net expenses ............................... 0.80% 0.95% 3.95%***
Net investment income (loss) ............... 1.02% 0.35% (1.91)%***
RATIO ASSUMING WAIVER OF MANAGEMENT
FEES AND ASSUMPTION OF EXPENSES BY
PIONEER AND REDUCTION FOR FEES PAID
INDIRECTLY:
Net expenses ............................... 0.79% 0.92% 1.49%***
Net investment income (loss) ............... 1.03% 0.38% 0.55%***
</TABLE>
- ---------
* Includes foreign currency transactions.
** Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of each period.
*** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.

<PAGE>

Basic information about Growth Shares Portfolio

Investment objective
Appreciation of capital.

Investment strategies

The portfolio invests primarily in common stocks and other equity securities of
U.S. companies. The portfolio considers securities that trade like common
stocks, such as convertible debt, warrants, real estate investment trusts
(REITs) and preferred stocks, to be common stocks.

The portfolio uses a "growth" style of management and is seeking to invest in
companies with above average potential for earnings and revenue growth. To
select growth stocks, Pioneer, the portfolio's investment adviser, employs
fundamental research and due diligence. Pioneer relies on the knowledge,
experience and judgment of its staff who have access to a wide variety of
research. Factors Pioneer looks for in selecting investments include:

[square bullet] Market leadership in a company's primary products and
services

[square bullet] Companies expected to benefit from long-term trends in the
economy and society

[square bullet] Strong industry fundamentals

[square bullet] A sustainable competitive advantage, such as a brand name,
customer base, proprietary technology or economies of scale

Pioneer focuses on the quality and price of individual issuers, not on economic
sector or market-timing strategies. The portfolio avoids concentrating in any
one sector or industry.

Principal risks of investing in the portfolio

Even though the portfolio seeks capital appreciation, you could lose money on
your investment or not make as much as if you invested elsewhere if:

[square bullet] The stock market goes down (this risk may be greater if you
are a short-term investor)

[square bullet] Growth stocks fall out of favor with investors

[square bullet] The portfolio's investments do not have the growth potential
originally expected

The portfolio's past performance

The bar chart and table indicate the risks of investing in the portfolio by
showing how the portfolio has performed in the past. The portfolio's performance
varies from year to year.

The portfolio's past performance does not necessarily indicate how it will
perform in the future. You may lose or make money on your investment.

Portfolio performance
The chart shows the performance of the portfolio's Class I shares for each of
year since the portfolio's inception in October 31, 1997. The chart does not
reflect any fees and expenses with respect to a Variable Contract. Such fees and
expenses will reduce your return.

[bar chart]
Annual return Class A shares
(Year ended December 31)

`97 2.27
`98 32.60
[end bar chart]

The portfolio's highest calendar quarterly
return was 18.09% (9/30/98 to 12/31/98)

The portfolio's lowest calendar quarterly
return was -11.53% (6/30/98 to 9/30/98)

Comparison with Standard & Poor's 500 Index
The table shows the average annual total returns for the portfolio's Class I
shares over time and compares these returns to the returns of Standard & Poor's
500 Index. This index is a widely recognized measure of the performance of 500
widely held common stocks. Unlike the portfolio, the index is not managed and
does not incur expenses. The table assumes:

[square bullet] The sale of the shares at the end of the period

[square bullet] Reinvestment of all dividends and distributions

-----------------------------------------------------------------------
Average annual total return (%)
(for periods ended December 31, 1998)
------------------- ------------- ------------------ ------------------
1 Year Since Inception Inception Date
------------------- ------------- ------------------ ------------------
Class I 32.60 29.74 10/31/97
------------------- ------------- ------------------ ------------------
S&P 500 Index 28.73 30.81
------------------- ------------- ------------------ ------------------

Other investment strategies

As discussed, the portfolio invests primarily in common stocks of U.S. companies

Investments other than U.S. common stocks
The portfolio may invest up to 25% of its total assets (at the time of purchase)
in securities of non-U.S. issuers. The portfolio will not invest more than 5% of
its total assets (at the time of purchase) in the securities of emerging markets
issuers. Investing in non-U.S. issuers may involve unique risks compared to
investing in the securities of U.S. issuers. Some of these risks do not apply to
the larger, more developed foreign markets. However, these risks are more
pronounced to the extent the portfolio invests in emerging markets. These risks
may include:

[square bullet] Less information about non-U.S. issuers or markets may be
available due to less rigorous disclosure and accounting
standards or regulatory practices

[square bullet] In a changing market, Pioneer might not be able to sell the
portfolio's portfolio securities in amounts and at prices it
considers reasonable because many non-U.S. markets are
smaller, have low trading volumes and experience larger price
swings

[square bullet] Adverse effect of currency exchange rates on the value of the
portfolio's investments

[square bullet] Political, economic and social developments that adversely
affect the non-U.S. securities markets

[square bullet] Withholding and other non-U.S. taxes may decrease the
portfolio's return

The portfolio may invest the balance of its assets in debt securities.
Generally, the portfolio may acquire debt securities that are investment grade,
but the portfolio may invest up to 5% of its net assets (at the time of
purchase) in lower quality debt securities including convertible debt
securities. The portfolio invests in debt securities when Pioneer believes that
they offer the potential for reasonable income or capital growth, to diversify
the portfolio's portfolio or for greater liquidity.

Portfolio manager
Day-to-day management of the portfolio is the responsibility of Jeffrey B.
Poppenhagen, a vice president of Pioneer. Mr. Poppenhagen joined Pioneer in 1996
and has been an investment professional since 1988. Prior to joining Pioneer,
Mr. Poppenhagen was a portfolio manager and analyst for Transamerica Investment
Services from 1991 to 1996.

Mr. Poppenhagen is supported by a team of portfolio managers and analysts who
specialize in U.S. equity securities. This team provides research for the
portfolio and other Pioneer mutual funds with similar investment objectives or
styles. Mr. Poppenhagen and his team operate under the supervision Theresa A.
Hamacher. Ms. Hamacher is chief investment officer of Pioneer. She joined
Pioneer in 1997 and has been an investment professional since 1984.

Management fee
The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
0.70% of the portfolio's average daily net assets. The fee is normally computed
daily and paid monthly. Pioneer has agreed not to impose all or a portion of its
fee or to reduce the portfolio's expenses in order to limit the portfolio's
total operating expenses to 1.25% of portfolio's average daily net assets. For
the most recent fiscal year, the portfolio paid Pioneer a fee equal to __% of
average daily net assets.

FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING FOR EACH PERIOD PRESENTED:

<TABLE>
<CAPTION>
GROWTH SHARES PORTFOLIO
------------------------------------
FOR THE YEAR OCTOBER 31, 1997
ENDED (COMMENCEMENT
DECEMBER 31, OF OPERATIONS)
1998 TO DECEMBER 31, 1997
------------------------------------
<S> <C>
Net asset value, beginning of period ............................... $ 15.00
-------
INCREASE (DECREASE) FROM INVESTMENT OPERATIONS:
Net investment income ............................................. $ 0.01
Net realized and unrealized gain (loss) on investments ............ 0.33*
-------
Net increase (decrease) from investment operations .............. $ 0.34
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income ............................................. --
Tax return of capital ............................................. --
Net realized gain ............................................... --
-------
Net increase (decrease) in net asset value ........................ $ 0.34
-------
Net asset value, end of period ..................................... $ 15.34
=======
Total return** ..................................................... 2.27%
Ratio of net expenses to average net assets ........................ 1.25%***
Ratio of net investment income to average net assets ............... 0.60%***
Portfolio turnover rate ............................................ 16%***
Average brokerage commission per share ............................. $0.0595
Net assets, end of period (in thousands) ........................... $ 4,646
RATIO ASSUMING NO WAIVER OF MANAGEMENT FEES AND ASSUMPTION OF EXPENSES BY
PIONEER AND NO REDUCTION FOR FEES PAID INDIRECTLY:
Net expenses ...................................................... 6.57%***
Net investment income (loss) ...................................... (4.72)%***
RATIO ASSUMING WAIVER OF MANAGEMENT FEES AND ASSUMPTION OF EXPENSES BY PIONEER
AND REDUCTION FOR FEES PAID INDIRECTLY:
Net expenses ...................................................... --
Net investment income (loss) ...................................... --

</TABLE>
* Includes foreign currency transactions.
** Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of each period.
*** Annualized.
+ Ratios assuming no reduction for fees paid indirectly.

<PAGE>

Basic information about Real Estate Growth Portfolio

Investment objectives
Long term growth of capital. Current income is a secondary objective.

Investment strategies

- --------------------------------------------------------------------------------
[graphic icon]
Real estate industry companies

A real estate industry company is a company that derives at least 50% of its
gross revenues or net profits from either (a) the ownership, development,
construction, financing, management or sale of commercial, industrial or
residential real estate or (b) products or services related to the real estate
industry like building supplies or mortgage servicing.
- --------------------------------------------------------------------------------

The portfolio invests primarily in equity securities of real estate investment
trusts (REITs) and other real estate industry companies. Normally, the portfolio
invests at least 75% of its total assets in these securities. The portfolio's
equity investments include common stock, common stock equivalents such as
preferred stock and convertible debt securities and shares of REITs.

REITs are pooled investment vehicles that primarily invest in income producing
real estate or real estate related loans or interests. Some REITs invest
directly in real estate and derive their income from the collection of rents and
capital gains on the sale of properties. Other REITs invest primarily in
mortgages secured by real estate and derive their income from collection of
interest.

The portfolio uses a "growth at a reasonable price" style of management. Using
this investment style, Pioneer, the portfolio's investment adviser, seeks to
invest in companies with above average potential for earnings and revenue growth
that are also trading at attractive market valuations. To select growth stocks,
Pioneer employs fundamental research and due diligence. Factors Pioneer looks
for in selecting investments include:

[square bullet] Favorable expected returns relative to perceived risk

[square bullet] Increasing cash flow or favorable prospects for cash
flow growth

[square bullet] Low market valuations relative to earnings forecast, net
asset value and cash flow

[square bullet] Favorable prospects for dividend growth

Pioneer focuses on the quality and price of individual issuers, not on economic
sector or market strategy.

Principal risks of investing in the portfolio

Even though the portfolio seeks long term growth of capital, you could lose
money on your investment or not make as much as if you invested elsewhere if:

[square bullet] The stock market goes down (this risk may be greater if
you are a short-term investor)

[square bullet] REITs and other real estate industry companies fall out of
favor with investors

[square bullet] The portfolio's investments do not have the growth
potential originally expected

The portfolio also has risks associated with the real estate industry. Although
the portfolio does not invest directly in real estate, it does invest in REITs
and other equity securities of real estate industry companies and concentrates
its investments in the real estate industry. These risks include:

[square bullet] The U.S. or a local real estate market declines due to adverse
economic conditions, overbuilding and high vacancy rates,
reduced or regulated rents or other causes

[square bullet]! Interest rates go up. Raising interest rates can adversely
affect the availability and cost of financing for property
acquisitions and other purposes and reduce the value of a
REIT's fixed income investments

[square bullet] The values of properties owned by a REIT or the prospects of
other real estate industry companies may be hurt by property
tax increases, zoning changes, other governmental actions,
environmental liabilities, natural disasters or increased
operating expenses

[square bullet] A REIT owned by the portfolio is, or is perceived by the
market to be, poorly managed

Investing in REITs involves certain unique risks. REITs are dependent on
management skills, are not diversified and are subject to the risks of financing
projects. REITs are subject to heavy cash flow dependency, default by borrowers,
self-liquidation and the possibility of failing to qualify for certain tax and
regulatory exemptions. REITs may have limited financial resources, may trade
less frequently and in a limited volume and may be more volatile than securities
of larger issuers.

The portfolio is not diversified, which means that it can invest a higher
percentage of its assets in any one issuer than a diversified portfolio. Being
non-diversified may magnify the portfolio's losses from adverse events affecting
a particular issuer.

The portfolio's past performance

The bar chart and table indicate the risks of investing in the portfolio by
showing how the portfolio has performed in the past. The portfolio's performance
varies from year to year.

The portfolio's past performance does not necessarily indicate how it will
perform in the future. You may lose or make money on your investment.

[bar chart]
Annual return Class A shares
(Year ended December 31)

'95 16.96
'96 35.73
'97 21.16
`98 -18.74

The portfolio's highest calendar quarterly
return was 17.17% (9/30/96 to 12/31/96)

The portfolio's lowest calendar quarterly
return was -13.37% (6/30/98 to 9/30/98)

Comparison with Standard & Poor's 500 Index
and Wilshire Real Estate Securities Index
The table shows the average annual total return for the portfolio's Class I
shares over time and compares these returns to the returns of the Standard &
Poor's 500 Index and the Wilshire Real Estate Securities Index. The Standard &
Poor's 500 Index is a widely recognized measure of the performance of 500 widely
held common stocks. The Wilshire Real Estate Securities Index is a
market-capitalization weighted measure of the performance of more than 85 real
estate companies. Unlike the portfolio, these indicies managed and do not incur
expenses. The table assumes:

[square bullet] The sale of the shares at the end of the period

[square bullet] Reinvestment of all dividends and distributions

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
Average annual total return (%)
(for periods ended December 31, 1998)
---------------------------------------- ---------- --------------- -----------------
<S> <C> <C> <C>
1 Year Since Inception Date
Inception
---------------------------------------- ---------- --------------- -----------------
Class I -18.74 12.33 3/31/95
---------------------------------------- ---------- --------------- -----------------
S&P 500 Index 28.73 29.98
---------------------------------------- ---------- --------------- -----------------
Wilshire Real Estate Securities Index -17.44 11.80
---------------------------------------- ---------- --------------- -----------------
</TABLE>
Other Investment Strategies

As discussed, the portfolio primarily invests in the equity securities of REITs
and other real estate industry companies to seek long term growth of capital.

Investments other than equity securities of REITs and other real estate industry
companies The portfolio may invest up to 25% of its total assets (at the time of
purchase) in debt securities of real estate industry companies, mortgage
securities and short-term investments. Generally the portfolio may acquire debt
securities that are investment grade, but the portfolio may invest up to 5% of
its total assets (at the time of purchase) in below investment grade debt
securities. The portfolio invests in debt securities when Pioneer believes they
offer the potential for capital growth, to diversity the portfolio's investment
or for greater liquidity.

Mortgage-related securities may be issued by private companies or by agencies of
the U.S. government and represent direct or indirect participations in, or are
collateralized by and payable from, mortgage loans secured by real property.
Certain mortgage-backed securities may only pay principal at maturity or may
only represent the right to receive payments of principal or payments of
interest on underlying pools of mortgages or government securities, but not
both. The value of these types of instruments may change more drastically than
debt securities that pay both principal and interest during periods of changing
interest rates. Principal only mortgage-backed securities are particularly
subject to prepayment risk. The portfolio may obtain a below market yield or
incur a loss on such instruments during periods of declining interest rates.
Interest only instruments are particularly subject to extension risk. For
mortgage derivatives and structured securities that have imbedded leverage
features, small changes in interest or prepayment rates may cause large and
sudden price movements. Mortgage derivatives can also become illiquid and hard
to value in declining markets.

The portfolio may invest up to 10% of its total assets (at the time of purchase)
in securities of non-U.S. issuers. The portfolio will not invest more than 5% of
its total assets (at the time of purchase) in the securities of emerging markets
issuers. Investing in non-U.S. issuers may involve unique risks compared to
investing in the securities of U.S. issuers.

Portfolio manager
Day-to-day management of the portfolio is the responsibility of Robert Benson.
Mr. Benson is a vice president of Pioneer. He joined Pioneer in 1974 and has
over 25 years of investment experience.

Mr. Benson works closely with the subadviser, Boston Financial Services, Inc.
Mr. Benson operates under the supervision of Theresa A. Hamacher. Ms. Hamacher
is chief investment officer of Pioneer. She joined Pioneer in 1997 and has been
an investment professional since 1984.

Subadviser
Boston Financial Services, Inc. (BFS), which is an affiliate of The Boston
Financial Group Limited Partnership, has extensive experience and expertise in
placing, evaluating and providing advice on a variety of real estate related
investments since 1969. In its capacity as subadviser to the portfolio, BFS (i)
identifies and analyzes real estate industry companies, (ii) analyzes market
conditions affecting the real estate industry generally and specific
geographical and securities markets, (iii) reviews and analyzes the portfolio's
investments and (iv) furnishes advisory reports to Pioneer.

Mr. Fred N. Pratt, Jr. has the ultimate responsibility for overseeing the
provisions of subadvisory services to the portfolio. Mr. Pratt is president and
chief executive officer of Boston Financial Group, a director of BFS. Mr. Pratt
has worked in the real estate industry since 1969. Mr. Matthew Ostrower, an
analyst of BFS, has been primarily responsible for the day-to-day provision of
subadvisory services to the portfolio since 1996. Mr. Ostrower has worked as a
real estate analyst since 1995.

Management fee

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 1.00% of the portfolio's average daily net assets. This fee is normally
computed daily and paid monthly. Pioneer has agreed not to impose all or a
portion of its fee or to reduce the portfolio's expenses in order to limit the
portfolio's total operating expenses to 1.25% of its average daily net assets.
For the most recent fiscal year, the portfolio paid Pioneer a fee equal to ___%
of its average daily net assets.

Distributions
The portfolio generally makes distributions of any net long-term capital gains
in November. The portfolio generally pays dividends from any net investment
income or distributions of net short-term capital gains quarterly during March,
June, September and December. The portfolio may pay additional distributions and
dividends at other times if necessary for the portfolio to avoid a federal tax.
<PAGE>
FINANCIAL HIGHLIGHTS
The following information has been audited by , independent public accountants,
in connection with their audit of the portfolios' financial statements. report
on the fund's financial statements as of December 31, 1997 appears in the
portfolios' annual report which is incorporated by reference into the statement
of additional information. The information below should be read in conjunction
with financial statements contained in the portfolios' annual report. The annual
report includes more information about the portfolios' performance and is
available free of charge upon request from your insurance company.

FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING FOR EACH PERIOD PRESENTED:
<TABLE>
<CAPTION>
REAL ESTATE GROWTH PORTFOLIO
-------------------------------------------
FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, 1998 DECEMBER 31, 1997 DECMBER 31, 1996

<S> <C> <C>
Net asset value, beginning of period ............................... $ 14.46 $ 11.23
-------- -------
INCREASE (DECREASE) FROM INVESTMENT OPERATIONS:
Net investment income ............................................. $ 0.47 $ 0.54
Net realized and unrealized gain (loss) on investments ............ 2.54 3.34
-------- -------
Net increase (decrease) from investment operations .............. $ 3.01 $ 3.88
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income ............................................. (0.45) (0.53)
Tax return of capital ............................................. -- --
Net realized gain ............................................... (0.12) (0.12)
------- -------
Net increase (decrease) in net asset value ........................ $ 2.44 $ 3.23
------- -------
Net asset value, end of period ..................................... $ 16.90 $ 14.46
======= =======
Total return** ..................................................... 21.16% 35.73%
Ratio of net expenses to average net assets ........................ 1.25%+ 1.34%+
Ratio of net investment income to average net assets ............... 3.16%+ 4.63%+
Portfolio turnover rate ............................................ 28% 41%
Average brokerage commission per share ............................. $0.0597 $0.0595
Net assets, end of period (in thousands) ........................... $42,187 $11,115
RATIO ASSUMING NO WAIVER OF MANAGEMENT FEES AND ASSUMPTION OF
EXPENSES BY PIONEER AND NO REDUCTION FOR FEES PAID INDIRECTLY:
Net expenses ...................................................... 1.37% 3.35%
Net investment income (loss) ...................................... 3.04% 2.62%
RATIO ASSUMING WAIVER OF MANAGEMENT FEES AND ASSUMPTION OF EXPENSES
BY PIONEER AND REDUCTION FOR FEES PAID INDIRECTLY:
Net expenses ...................................................... 1.24% 1.24%
Net investment income (loss) ...................................... 3.17% 4.73%
</TABLE>

<TABLE>
<CAPTION>
REAL ESTATE GROWTH
PORTFOLIO
---------------------
MARCH 31, 1995
(COMMENCEMENT
OF OPERATIONS)
TO DECEMBER 31, 1995
---------------------
<S> <C>
Net asset value, beginning of period ............................... $10.00
------
INCREASE (DECREASE) FROM INVESTMENT OPERATIONS:
Net investment income ............................................. $ 0.12
Net realized and unrealized gain (loss) on investments ............ 1.55
------
Net increase (decrease) from investment operations .............. $ 1.67
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income ............................................. (0.23)
Tax return of capital ............................................. (0.18)
Net realized gain ............................................... (0.03)
------
Net increase (decrease) in net asset value ........................ $ 1.23
------
Net asset value, end of period ..................................... $11.23
======
Total return** ..................................................... 16.96%
Ratio of net expenses to average net assets ........................ 2.10%***+
Ratio of net investment income to average net assets ............... 2.68%***+
Portfolio turnover rate ............................................ 1%***
Average brokerage commission per share ............................. --
Net assets, end of period (in thousands) ........................... $ 512
RATIO ASSUMING NO WAIVER OF MANAGEMENT FEES AND ASSUMPTION OF EXPENSES BY
PIONEER AND NO REDUCTION FOR FEES PAID INDIRECTLY:
Net expenses ...................................................... 45.96%***
Net investment income (loss) ...................................... (41.18)%***
RATIO ASSUMING WAIVER OF MANAGEMENT FEES AND ASSUMPTION OF EXPENSES BY PIONEER
AND REDUCTION FOR FEES PAID INDIRECTLY:
Net expenses ...................................................... 1.57%***
Net investment income (loss) ...................................... 3.21%***
</TABLE>

- ---------
* Includes foreign currency transactions.
** Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of each period.
*** Annualized.
+ Ratios assuming no reduction for fees paid indirectly.

<PAGE>

Basic information about Growth and Income Portfolio

Investment objective
Reasonable income and capital growth.

Investment strategies

The portfolio invests in a broad list of carefully selected, reasonably priced
securities rather than in securities whose prices reflect a premium resulting
from their current market popularity. The portfolio invests the major portion of
its assets in equity securities, primarily of U.S. issuers. For purposes of the
portfolio's investment policies, equity securities include common and preferred
stocks and convertible debt securities. Although the portfolio focuses on
securities that have paid dividends in the preceding 12 months, it may purchase
or hold securities that do not provide income if the portfolio expects them to
increase in value.

Pioneer, the portfolio's investment adviser, uses a value approach to select the
portfolio's investments. Using this investment style, Pioneer seeks to identify
and buy securities selling at reasonable prices or at substantial discounts to
their underlying values and then to hold these securities until the market
values reflect their intrinsic values. Pioneer evaluates a security's potential
value based on the company's assets and prospects for earnings growth. In making
that assessment, Pioneer employs fundamental research and due diligence. Pioneer
also considers a security's potential to provide a reasonable amount of income.
Pioneer relies on the knowledge, experience and judgment of its staff who have
access to a wide variety of research. Factors Pioneer looks for in selecting
investments include:

[square bullet] Favorable expected returns relative to perceived risk

[square bullet] Above average potential for earnings and revenue growth

[square bullet] Low market valuations relative to earnings forecast, book
value, cash flow and sales

[square bullet] A sustainable competitive advantage, such as a brand name,
customer base, proprietary technology or economies of scale

Pioneer focuses on the quality and price of individual issuers, not on economic
sector or market-timing strategies. The portfolio avoids concentrating in any
one sector or industry.

Principal risks of investing in the portfolio

Even though the portfolio seeks reasonable income and capital growth, you could
lose money on your investment or not make as much as if you invested elsewhere
if:

[square bullet] The stock market goes down (this risk may be greater if you
are a short-term investor)

[square bullet] Value stocks fall out of favor with investors

[square bullet] The portfolio's assets remain undervalued or do not have the
potential value originally expected

[square bullet] Stocks selected for income do not achieve the same return as
securities selected for capital growth

The portfolio's past performance

The bar chart and table indicate the risks of investing in the portfolio by
showing how the portfolio has performed in the past. The portfolio's performance
varies from year to year.

The portfolio's past performance does not necessarily indicate how it will
perform in the future. You may lose or make money on your investment.

Portfolio performance

The chart shows the performance of the portfolio's Class I shares for each year
since its inception on October 31, 1997. The chart does not reflect any fees and
expenses with respect to a Variable Contract. Such expenses will reduce your
return.

[bar chart]
Annual return Class A shares
(Year ended December 31)

'97 5.43
`98 26.11
[end bar chart]

The portfolio's highest calendar quarterly
return was 21.71% (9/30/98 to 12/31/98)

The portfolio's lowest calendar quarterly
return was -11.70% (6/31/98 to 9/30/98)

Comparison with Standard & Poor's 500 Index

The table shows the average annual total return for Class I shares of the
portfolio over time and compares these returns to the returns of Standard &
Poor's 500 Index. This index is a widely recognized measure of the performance
of 500 widely held common stocks. Unlike the portfolio, the index is not managed
and does not incur expenses. The table assumes:

[square bullet] The sale of the shares at the end of the period

[squarebullet] Reinvestment of all dividends and distributions

-----------------------------------------------------------------------
Average annual total return (%)
(for periods ended December 31, 1998)
------------------- ------------- ------------------ ------------------
1 Year Since Inception Inception Date
------------------- ------------- ------------------ ------------------
Class I 26.12 27.57 10/31/97
------------------- ------------- ------------------ ------------------
S&P 500 Index 28.73 30.81
------------------- ------------- ------------------ ------------------

Other investment strategies

As discussed, the portfolio invests primarily in common stocks of U.S. companies
to seek reasonable income and capital growth.

Investments other than U.S. common stocks
The portfolio may invest up to 10% of its total assets (at the time of purchase)
in securities of non-U.S. issuers. The portfolio will not invest more than 5% of
its total assets (at the time of purchase) in the securities of emerging markets
issuers. Investing in non-U.S. issuers may involve unique risks compared to
investing in the securities of U.S .issuers.

The fund may invest up to 25% of its total assets (at the time of purchase) in
real estate investment trusts. Real estate investment trust are pooled
investment vehicles that invest primarily in real estate or real estate related
loans. Investing in real estate investment trusts involves unique risks. They
are significantly affected by the market for real estate and are dependent upon
management skills and cash flow.

The portfolio may invest the balance of its assets in debt securities. Generally
the portfolio may acquire debt securities that are investment grade, but the
portfolio may invest up to 5% of its net assets (at the time of purchase) in
lower quality debt securities including convertible debt securities. The
portfolio invests in debt securities when Pioneer believes that they offer the
potential for reasonable income or capital growth, to diversify the portfolio's
portfolio or for greater liquidity.

Portfolio manager
Day-to-day management of the fund's portfolio is the responsibility of John A.
Carey. Mr. Carey is a vice president of Pioneer. He joined Pioneer in 1979 and
has over 19 years of investment experience.

Mr. Carey is supported by a team of portfolio managers and analysts who
specialize in U.S. equity securities. This team provides research for the fund
and other Pioneer mutual funds with similar investment objectives or styles. Mr.
Carey and his team operates under the supervision of Theresa A. Hamacher. Mr.
Hamacher is chief investment officer of Pioneer. She joined Pioneer in 1997 and
has been an investment professional since 1984.

Management fee
The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.65% of the portfolio's average daily net assets. The fee is normally
computed daily and paid monthly. Pioneer has agreed not to impose all or a
portion of its fee or to reduce the portfolio's expenses in order to limit the
portfolio's total operating expenses to 1.25% of the portfolio's average daily
net assets. For the most recent fiscal year, the portfolio paid Pioneer a fee
equal to __% of its average daily net assets.

FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING FOR EACH PERIOD PRESENTED:
<TABLE>
<CAPTION>
GROWTH AND INCOME PORTFOLIO
-------------------------------------
OCTOBER 31, 1997
FOR THE YEAR ENDED (COMMENCEMENT
DECEMBER 31, OF OPERATIONS)
1998 TO DECEMBER 31, 1997
---------------- --------------------
<S> <C>
Net asset value, beginning of period ........................ $ 15.00
-------
INCREASE (DECREASE) FROM INVESTMENT OPERATIONS:
Net investment income ...................................... $ 0.01
Net realized and unrealized gain (loss) on investments ..... 0.80
-------
Net increase (decrease) from investment operations ....... $ 0.81
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income ...................................... (0.01)
Net realized gain .......................................... --
---------
Net increase (decrease) in net asset value ............... $ 0.80
---------
Net asset value, end of period .............................. $ 15.80
=========
Total return* ............................................... 5.43%
Ratio of net expenses to average net assets ................. 1.25%**
Ratio of net investment income to average net assets ........ 1.07**
Portfolio turnover rate ..................................... 0%
Average brokerage commission per share ...................... $0.0421
Net assets, end of period (in thousands) .................... $ 4,493
RATIO ASSUMING NO WAIVER OF MANAGEMENT FEES AND ASSUMPTION
OF EXPENSES BY PIONEER AND NO REDUCTION FOR FEES PAID
INDIRECTLY:
Net expenses ............................................... 5.30%**
Net investment income (loss) ............................... (2.98)%**
RATIO ASSUMING WAIVER OF MANAGEMENT FEES AND ASSUMPTION OF
EXPENSES BY PIONEER AND REDUCTION FOR FEES PAID INDIRECTLY:
Net expenses ............................................... --
Net investment income (loss) ............................... --

</TABLE>
<PAGE>

Basic information about Equity-Income Portfolio

Investment objective
Current income and long-term growth of capital from a portfolio consisting
primarily of income-producing equity securities of U.S. corporations.

Investment strategies

Normally, the portfolio invests at least 80% of its total assets in
income-producing equity securities of U.S. companies. The income producing
equity securities in which the portfolio may invest include common stocks,
preferred stocks and interests in real estate investment trusts. The remainder
of the portfolio may be invested in debt securities, most of which are expected
to be convertible into common stocks.

Pioneer, the portfolio's investment adviser, uses a value approach to select the
portfolio's investments. Using this investment style, Pioneer seeks to identify
and buy securities selling at substantial discounts to their underlying values
and then to hold these securities until the market values reflect their
intrinsic values. Pioneer evaluates a security's potential value based on the
company's assets and prospects for earnings growth. Pioneer also considers a
security's potential to provide a reasonable amount of income. In making these
assessments, Pioneer employs fundamental research and due diligence, employing a
bottom-up analytic style. Pioneer relies on the knowledge, experience and
judgment of its staff who have access to a wide variety of research. Factors
Pioneer looks for in selecting investments include:

[square bullet] Favorable expected returns relative to perceived risk

[square bullet] Management with demonstrated ability and commitment to the
company

[square bullet] Low market valuations relative to earnings forecast, book
value, cash flow and sales [squarebullet]C Good prospects for
dividend growth

Pioneer focuses on the quality and price of individual issuers, not on economic
sector or market-timing strategies. The portfolio avoids concentrating in any
one sector or industry.

Principal risks of investing in the portfolio

Even though the portfolio seeks current income and long-term growth of capital,
you could lose money on your investment or not make as much as if you invested
elsewhere if:

[square bullet] The stock market goes down (this risk may be greater if you
are a short-term investor)

[square bullet] Value stocks fall out of favor with investors

[square bullet] The portfolio's assets remain undervalued or do not have the
potential value originally expected
[square bullet] Stocks selected for income do not achieve the same return as
securities selected for capital appreciation
[square bullet] Interest rates or inflation increases

The portfolio's past performance

The bar chart and table indicate the risks of investing in the portfolio by
showing how the portfolio has performed in the past. The portfolio's performance
varies from year to year.

The portfolio's past performance does not necessarily indicate how it will
perform in the future. You may lose or make money on your investment.

[bar chart]
Annual return Class A shares
(Year ended December 31)

`95 23.62
`96 15.19
`97 35.23
`98 21.80
[end bar chart]

The portfolio's highest calendar quarterly
return was 15.04% (9/30/98 to 12/31/98)

The portfolio's lowest calendar quarterly
return was 7.92% (6/30/97 to 9/30/97)

Comparison with Standard & Poor's 500 Index

The table shows the average annual total returns for the portfolio's Class I
shares over time and compares these returns to the returns of the Standard &
Poor's 500 Index. This index is a widely recognized measure of the performance
of 500 widely held common stocks. Unlike the portfolio, the index is not managed
and does not incur expenses. The table assumes:

[square bullet] The sale of the shares at the end of the period

[square bullet] Reinvestment of all dividends and distributions

-----------------------------------------------------------------------
Average annual total return (%)
(for periods ended December 31, 1998)
------------------- ------------- ------------------ ------------------
1 Year Since Inception Inception Date
------------------- ------------- ------------------ ------------------
Class I 21.80 24.86 3/1/95
------------------- ------------- ------------------ ------------------
S&P 500 Index 28.73 29.98
------------------- ------------- ------------------ ------------------

Other investment strategies

As discussed, the portfolio primarily invests in income-producing equity
securities of U.S. corporations to seek current income and long-term capital
growth.

Other investments

The portion of the portfolio's assets not invested in equity securities may be
invested in debt securities. Most of the debt securities the portfolio acquires
are expected to be securities convertible into common stocks. Generally, the
portfolio may acquire debt securities that are investment grade, but the
portfolio may invest up to 10% of its total assets (at the time of purchase) in
lower quality, higher risk debt securities, including convertible securities.

Debt securities are subject to the risk of an issuer's inability to meet
principal or interest payments on its obligations. Factors which could
contribute to a decline in the market value of debt securities in the
portfolio's portfolio include rising interest rates or reduction in the
perceived creditworthiness of the issuer of the securities. A debt security is
investment grade if it is rated in one of the top four categories by a
nationally recognized securities rating organization or determined to be of
equivalent credit quality by Pioneer. Debt securities rated below investment
grade are commonly referred to as "junk bonds" and are considered speculative.
Lower-quality debt securities involve greater risk of loss, are subject to
greater price volatility, and are less liquid, especially during periods of
economic uncertainty or change, than higher-quality debt securities.

Portfolio Manager
Day-to-day management of the portfolio is the responsibility of John A. Carey.
Mr. Carey is a vice president of Pioneer. He joined Pioneer in 1979 and has been
an investment professional since 1979.

Mr. Carey is supported by a team of portfolio managers and analysts who
specialize in U.S. equity securities. This team provides research for the
portfolio and other Pioneer mutual funds with similar investment objectives or
styles. Mr. Carey and his team operate under the supervision of Theresa A.
Hamacher. Ms. Hamacher is chief investment officer of Pioneer. She joined
Pioneer in 1997 and has been an investment professional since 1984.

Management Fee
The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.65% of the portfolio's average daily net assets. The fee is normally
computed daily and paid monthly. For the portfolio's most recent fiscal year,
the portfolio paid a management fee equal to 0.65% of its average daily net
assets.

FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING FOR EACH PERIOD PRESENTED:
<TABLE>

<CAPTION>
EQUITY-INCOME PORTFOLIO
------------------------------------------------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR MARCH 1, 1995
ENDED ENDED ENDED (COMMENCEMENT
DECEMBER 31, DECEMBER 31, DECEMBER 31, OF OPERATIONS)
1998 1997 1996 TO DECEMBER 31, 1995
------------------------------ -------------- ---------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period .................. $ 13.73 $ 12.17 $10.00
-------- ------- ------
INCREASE (DECREASE) FROM INVESTMENT OPERATIONS:
Net investment income ................................ $ 0.35 $ 0.29 $ 0.19
Net realized and unrealized gain (loss)
on investments ..................................... 4.44 1.54 2.16
-------- -------- ------
Net increase (decrease) from investment operations . $ 4.79 $ 1.83 $ 2.35
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income ................................ (0.37) (0.27) (0.18)
Net realized gain .................................... (0.01) -- --
--------- ---------- ------
Net increase (decrease) in net asset value ......... $ 4.41 $ 1.56 $ 2.17
-------- ------- ------
Net asset value, end of period ........................ $ 18.14 $ 3.73 $12.17
======== ======= ======
Total return* ......................................... 35.23% 15.19% 23.62%
Ratio of net expenses to average net assets ........... 0.77%+ 0.96%+ 1.63%**+
Ratio of net investment income to average net assets .. 2.31%+ 2.67%+ 2.89%**+
Portfolio turnover rate ............................... 15% 18% --
Average brokerage commission per share ................ $ 0.0574 $0.0583 --
Net assets, end of period (in thousands) .............. $124,213 $46,871 $6,914
RATIO ASSUMING NO WAIVER OF MANAGEMENT FEES AND
ASSUMPTION OF EXPENSES BY PIONEER AND NO REDUCTION
FOR FEES PAID INDIRECTLY:
Net expenses ......................................... 0.77% 0.98% 5.32%**
Net investment income (loss) ......................... 2.31% 2.65% (0.80)%**
RATIO ASSUMING WAIVER OF MANAGEMENT FEES AND
ASSUMPTION OF EXPENSES BY PIONEER AND REDUCTION FOR
FEES PAID INDIRECTLY:
Net expenses ......................................... 0.77% 0.95% 1.47%**
Net investment income (loss) ......................... 2.31% 2.68% 3.05%**
</TABLE>

- ---------

* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each period.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.

<PAGE>

Basic information about Balanced Portfolio

Investment objectives

Capital growth and current income by actively managing investments in a
diversified portfolio of equity securities and bonds.

Investment strategies

Pioneer, the portfolio's investment adviser, adjusts the allocation of the
portfolio's assets between equity securities and debt securities. The allocation
of the portfolio's assets between equity securities and debt securities varies
depending on Pioneer's assessment of current business, economic and market
conditions. Normally, neither equity securities nor debt securities will
represent less than 35% nor more than 65% of the portfolio's assets.

The portfolio's equity investments include common stocks, interests in real
estate investment trusts (REITs), and securities with common stock
characteristics, such as convertible bonds and preferred stocks. The portfolio's
investments in debt securities include U.S. government securities, corporate
debt securities, mortgage and asset backed securities and commercial paper. The
portfolio's investments in debt securities may have all types of interest rate
payment and reset terms, including fixed rate, adjustable rate, zero coupon,
contingent, deferred, payment-in-kind and auction rate features.

- --------------------------------------------------------------------------------
Investment grade debt securities

A debt security is investment grade if it is rated in one of the top four
categories by a nationally recognized securities rating organization or
determined to be of equivalent credit quality by Pioneer.
- --------------------------------------------------------------------------------

The portfolio's assets allocated to bonds are U.S. government securities or
generally are rated investment grade at the time of purchase. Up to 10% of the
portfolio's assets (at the time of purchase) may be invested in debt securities
rated below investment grade. Debt securities rated below investment grade are
commonly referred to as "junk bonds" and are considered speculative. Lower
quality debt securities involve greater risk of loss, are subject to greater
price volatility and are less liquid, especially during periods of economic
uncertainty or change, than high quality debt securities.

With respect to its equity investments, the portfolio uses a "growth at a
reasonable price" style of management. The portfolio is seeking to invest in
companies with above average potential for earnings and revenue growth that are
also trading at attractive market valuations. To select growth stocks, Pioneer
employs fundamental research and due diligence. Factors Pioneer looks for in
selecting investments include:

[square bullet] Favorable expected returns relative to perceived risk

[square bullet] Low market valuations relative to earnings forecast, book
value, cash flow and sales

[square bullet] Increasing earnings forecast

Pioneer considers both macroeconomic and issuer specific factors in selecting
debt securities for the portfolio. In assessing the appropriate maturity, rating
and sector weighing for the portfolio, Pioneer considers a variety of
macroeconomic factors that are expected to influence economic activity and
interest rates. These factors include fundamental economic indicators, Federal
Reserve monetary policy and the relative value of the U.S. dollar compared to
other currencies. Once Pioneer determines the preferable portfolio
characteristics, Pioneer selects individual securities based upon the terms of
the securities (such as yields compared to U.S. Treasuries or comparable
issuers), liquidity and rating, sector and issuer diversification. Pioneer also
employs fundamental research and due diligence to assess an issuer's credit
quality, taking into account financial condition and profitability, future
capital needs, potential for change in rating, industry outlook, the competitive
environment and management ability.

In making portfolio decisions, Pioneer relies on the knowledge, experience and
judgment of its own staff who have access to a wide variety of research.

Principal risks of investing in the portfolio

Even though the portfolio seeks capital growth and current income, you could
lose money on your investment or not make as much as if you invested elsewhere
if:

[square bullet] The stock market goes down (this risk may be greater if you
are a short-term investor)

[square bullet] The portfolio's equity investments do not have the growth
potential originally expected

[square bullet] Stocks selected for income do not achieve the same return as
securities selected for capital growth

The portfolio also has risks associated with investing in bonds. The portfolio
could under perform other investments if:

[square bullet] Interest rates go up, causing the value of the portfolio to
decline

[square bullet] The issuer of a debt security owned by the portfolio defaults
on its obligation to pay principal or interest or has its
credit rating downgraded

[square bullet] During periods of declining interest rates, the issuer of a
security may exercise its option to prepay earlier than
scheduled, forcing the portfolio to reinvest in lower yielding
securities. This is known as call or prepayment risk.

[square bullet] During periods of rising interest rates, the average life of
certain types of securities may be extended because of slower
than expected principal payments. This may lock in a below
market interest rate, increase the security's duration and
reduce the value of the security. This is known as extension
risk.

[square bullet] Pioneer's judgment about the attractiveness, relative value or
potential appreciation of a particular sector, security or
hedging strategy proves to be incorrect.

The portfolio's past performance
The bar chart and table indicate the risk of investing in the portfolio by
showing how the portfolio has performed in the past. The portfolio's performance
varies from year to year.

The portfolio's past performance does not necessarily indicate how it will
perform in the future. You may make or lose money on your investment.

[bar chart]
Annual return Class A shares
(Year ended December 31)

'95 20.84
`96 14.25
`97 17.62
`98 2.64
[end bar chart]

The portfolio's highest calendar quarterly
return was 10.05% (3/31/97 to 6/30/97)

The portfolio's lowest calendar quarterly
return was -6.32% (6/31/98 to 9/30/98)

Comparison with SP 500 Index and Lehman Brothers Government/Corporate Bond Index
The table shows the average annual return of the portfolio's Class I shares over
time and compares these returns to the returns of the S&P 500 Index and the
Lehman Brothers Government/Corporate Bond Index. The S&P 500 Index is a widely
recognized measure of the performance of 500 widely held common stocks. The
Lehman Brothers Government/Corporate Bond Index is a composite index of the U.S.
bond market. Unlike the portfolio, the Indexes are not managed and do not incur
expenses. The table assumes:

[square bullet] The sale of shares at the end of the period

[square bullet] Reinvestment of all dividends and distributions

S&P 500 Index 28.73 29.98
---------------------------------------- ---------- --------------- -----------------
Lehman Brothers Government/Corporate
Bond Index 9.47 9.46
---------------------------------------- ---------- --------------- -----------------
</TABLE>

Other investment policies

As discussed above, the portfolio primarily invests in equity securities and
bonds to seek capital growth and current income.

Investments other than U.S. common stocks
The portfolio may invest up to 25% of its total assets (at the time of purchase)
in securities of non-U.S. issuers. The portfolio will not invest more than 5% of
its total assets (at the time of purchase) in the securities of emerging markets
issuers. Investing in foreign issuers may involve unique risks compared to
investing in the securities of U.S. issuers. These risks may include:

[square bullet] Less information about foreign issuers or markets may be
available due to less rigorous disclosure and accounting
standards or regulatory practices

[square bullet] Adverse effect of currency exchange rates or controls on the
value of the portfolio's investments

[square bullet] Political, economic and social developments that adversely
affect the securities markets

[square bullet] Withholding and other foreign taxes which may decrease the
portfolio's return

The portfolio may invest up to 25% of its total assets (at the time of purchase)
in real estate investment trusts (REITs). Real estate investment trusts are
pooled investment vehicles that invest primarily in real estate or real estate
related loans. Investing in real estate investment trusts involves unique risks.
They are significantly affected by the market for real estate and are dependent
upon management skills and cash flow.

Portfolio manager
Day-to-day management of the portfolio is the responsibility of co-managers Tim
Chan and Eric Weigel, vice presidents of Pioneer. Mr. Chan is responsible for
the equity investments of the portfolio. He joined Pioneer in August 1998 and
has been an investment professional since 1993. Prior to joining Pioneer, Mr.
Chan was an Equity Portfolio Manager with Allmerica Financial from 1995 to 1998
and was an Equity Research Analyst with Key Corp. from 1993 to 1995. Mr. Weigel
is responsible for the asset allocation decisions for the portfolio. He joined
Pioneer in August 1998 and has been an investment professional since 1989. Prior
to joining Pioneer, Mr. Weigel was Head of Global Asset Allocation and Portfolio
Manager at Chancellor LGT Asset Management from 1994 to 1997 and managed
domestic and international portfolios for INVESCO Management and Research from
1993 to 1994.

Day-to-day management of the fixed income portion of the portfolio is the
responsibility of a team of managers and analysts which focuses on fixed income
investments, led by Kenneth J. Taubes, a vice president of Pioneer. Mr. Taubes
joined Pioneer in September 1998 and has been an investment professional since
1989.

The portfolio managers are supported by a team of portfolio managers and
analysts who focus on equity and fixed income securities. This team provides
research for the portfolio and other Pioneer mutual portfolios with similar
investment objectives and styles. The portfolio managers and their team operate
under the supervision of Theresa A. Hamacher. Ms. Hamacher is chief investment
officer of Pioneer. She joined Pioneer in 1997 and has been an investment
professional since 1984.

Management Fee
The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer earns a fee equal
to 0.65% of the portfolio's average daily net assets. The fee is normally
computed daily and paid monthly. For the most recent fiscal year, the portfolio
paid Pioneer a fee equal to ___% of its average daily net assets.

<PAGE>

FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING FOR EACH PERIOD PRESENTED:
<TABLE>
<CAPTION>
BALANCED PORTFOLIO
-------------------------------------------------
MARCH 1,
1995
FOR THE YEAR FOR THE YEAR FOR THE YEAR (COMMENCEMENT
ENDED ENDED ENDED OF OPERATIONS)
DECEMBER 31, DECEMBER 31, DECEMBER 31, TO DECEMBER 31,
1998 1997 1996 1995
-------------- -------------- -------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period ................. $ 13.19 $ 11.87 $10.00
------- ------- ------
INCREASE (DECREASE) FROM INVESTMENT OPERATIONS:
Net investment income ............................... $ 0.36 $ 0.29 $ 0.20
Net realized and unrealized gain (loss) on
investments ......................................... 1.94 1.39 1.87
------- ------- ------
Net increase (decrease) from investment operations $ 2.30 $ 1.68 $ 2.07
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income ............................... 0.36) (0.29) (0.20)
Net realized gain ................................... (0.14) (0.07) --
------- ------- ------
Net increase (decrease) in net asset value ........... $ 1.80 $ 1.32 $ 1.87
------- ------- ------
Net asset value, end of period ....................... $ 14.99 $ 13.19 $11.87
======= ======= ======
Total return** ....................................... 17.62% 14.26% 20.84%
Ratio of net expenses to average net assets + ........ 0.96% 1.20% 1.76%***
Ratio of net investment income to average net assets + 2.63% 2.83% 2.99%***
Portfolio turnover rate .............................. 63% 74% --
Average brokerage commission per share ............... $0.0567 $0.0582 --
Net assets, end of period (in thousands) ............. $44,008 $16,783 $2,661
RATIO ASSUMING NO WAIVER OF MANAGEMENT FEES BY PIONEER
AND NO REDUCTION FOR FEES PAID INDIRECTLY:
Net expenses ........................................ 0.96% 1.58% 14.77%***
Net investment income (loss) ........................ 2.63% 2.45% (10.02)%***
RATIO ASSUMING WAIVER OF MANAGEMENT FEES AND
ASSUMPTION OF EXPENSES BY PIONEER AND REDUCTION FOR
FEES PAID INDIRECTLY:
Net expenses ........................................ 0.95% 1.15% 1.45%***
Net investment income (loss) ........................ 2.64% 2.88% 3.30%***
</TABLE>
* Includes foreign currency transactions.
** Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of
the investment at net asset value at the end of each period.
*** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.

<PAGE>

Basic information about Swiss Franc Bond Portfolio

Investment objective
To approximate the performance of the Swiss franc relative to the U.S. dollar
while earning a reasonable level of income.

Investment strategies

The portfolio invests primarily in investment grade government and corporate
debt securities denominated in Swiss francs and combinations of forward foreign
currency exchange contracts and debt securities that are not denominated in
Swiss francs. These combinations are designed to link the value of the
investment in the non-Swiss franc security to the performance of the Swiss
franc. The portfolio normally will not invest more than 25% of its total assets
in such combination transactions.

The portfolio may invest up to 35% of its total assets in investment grade
commercial paper, bank obligations and money market instruments which may be
denominated in Swiss francs or other currencies. Normally, at least 50% of the
portfolio's investments will be denominated in Swiss francs.

The portfolio's average weighted maturity normally will not exceed three years.
However, the average weighted maturity may be as long as five years if Pioneer
determines that a longer maturity is appropriate to respond to existing or
expected market conditions.

Pioneer, the portfolio's investment adviser, considers both macroeconomic and
issuer specific factors in selecting a portfolio designed to achieve the
portfolio's investment objective. In assessing the appropriate maturity, rating
and sector weighing for the portfolio, Pioneer considers a variety of
macroeconomic factors that are expected to influence economic activity and
interest rates. These factors include fundamental economic indicators, Federal
Reserve monetary policy and the relative value of the U.S. dollar compared to
other currencies. Once Pioneer determines the preferable portfolio
characteristics, Pioneer selects individual securities based upon the terms of
the securities (such as yields compared to U.S. Treasuries or comparable
issuers), liquidity and rating, sector and issuer diversification. Pioneer also
employs fundamental research and due diligence to assess an issuer's credit
quality, taking into account financial condition and profitability, future
capital needs, potential for change in rating, industry outlook, the competitive
environment and management ability. In making these portfolio decisions, Pioneer
relies on the knowledge, experience and judgment of its own staff who have
access to a wide variety of research.

Principal risks of investing in the portfolio

Even though the portfolio seeks to approximate the performance of the Swiss
franc relative to the U.S. dollar while earning a reasonable level of income,
you could lose money on your investment, or the portfolio could fail to generate
current income, if:

[square bullet} Interest rates go up, causing the value of the portfolio's
investments to decline

[square bullet] During periods of declining interest rates, the issuer of a
security may exercise its option to prepay principal earlier
than scheduled, forcing the portfolio to reinvest in lower
yielding securities. This is known as call or prepayment risk

[square bullet] Pioneer's judgment about the attractiveness, relative value or
potential appreciation of a particular sector, security or
hedging strategy proves to be incorrect

Investing primarily in Swiss issuers may involve unique risks compared to the
securities of U.S. issuers. These risks may include:

[square bullet] The U.S. dollar appreciates against the Swiss franc or
Switzerland imposes restrictions on currency conversion or
trading. The portfolio is particularly susceptible to this
risk since Pioneer does not actively manage the currency
exchange rate risk of the portfolio's investments

[square bullet] The Swiss market is smaller and may be less liquid and more
volatile than the US market

[square bullet] The Swiss economy may grow at a slower rate than expected or
suffer a downturn or recession

[square bullet] Political, economic or social developments may adversely
affect the Swiss securities market

[square bullet] Economic and Monetary Union (EMU) and the introduction of a
single European currency may increase the volatility of
European markets

[square bullet] Withholding and other foreign taxes may decrease the
portfolio's return

The portfolio's past performance does not necessarily indicate how it will
perform in the future. You may make or lose money on your investment.

Portfolio performance
The chart shows the performance of the portfolio's Class I shares for each
calendar year since the portfolio's inception on March 31, 1995 The chart does
not reflect the fees and expenses payable with respect to any Variable Contract.
Such expenses will reduce your return.

[bar chart]
Annual return Class A shares
(Year ended December 31)

'95 0.40
`96 -10.81
`97 -6.93
`98 9.48
[end bar chart]

The portfolio's highest calendar quarterly
return was 11.12% (6/30/98 to 9/30/98)

The portfolio's lowest calendar quarterly
return was -6.02% (3/30/96 to 6/30/96)

Comparison with the Merrill Lynch Global Bond Index
The table shows the average annual total return for the portfolio's Class I
shares over time and compares these returns to the returns of the Merrill Lynch
Global Bond Index. This index is a measure of approximately 3,000 global
government securities and Eurobonds. Unlike the portfolio, these Indexes are not
managed and do not incur expenses. The table assumes:

[square bullet] The sale of the shares at the end of the period

[square bellet] Reinvestment of all dividends and distributions
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------
Average annual total return (%)
(for periods ended December 31, 1998)
---------------------------------------- ---------- --------------- -----------------
<S> <C> <C> <C>
1 Year Since Inception Date
Inception
---------------------------------------- ---------- --------------- -----------------
Class I 9.48 -2.85 3/31/95
---------------------------------------- ---------- --------------- -----------------
Index 12.78 6.76
---------------------------------------- ---------- --------------- -----------------
</TABLE>
Portfolio manager
Day-to-day management of the portfolio is the responsibility of Salvatore P.
Pramas. Mr. Pramas is a vice president of Pioneer. He joined Pioneer in 1994
after working for a number of investment management firms.

Mr. Pramas is supported by a team of portfolio managers and analysts who
specialize in fixed income securities. This team provides research for the
portfolio and other Pioneer mutual funds with similar investment objectives or
styles. Mr. Madden and his team operate under the supervision of Theresa A.
Hamacher. Ms. Hamacher is chief investment officer of Pioneer. She joined
Pioneer in 1997 and has been an investment professional since 1984.

Management fee
The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 1.25% of the portfolio's average daily net assets. The fee is normally
computed daily and paid monthly. Pioneer has agreed not to impose all or a
portion of its fee or to reduce the portfolio's expenses in order to limit the
portfolio's total operating expenses to 1.25% of its average daily net assets.
For the most recent fiscal year, the portfolio paid Pioneer a fee equal to __%
of its average daily net assets.

<PAGE>
FINANCIAL HIGHLIGHTS
The following information has been audited by , independent public accountants,
in connection with their audit of the portfolios' financial statements. report
on the fund's financial statements as of December 31, 1997 appears in the
portfolios' annual report which is incorporated by reference into the statement
of additional information. The information below should be read in conjunction
with financial statements contained in the portfolios' annual report. The annual
report includes more information about the portfolios' performance and is
available free of charge upon request from your insurance company.

FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING FOR EACH PERIOD PRESENTED:
<TABLE>
<CAPTION>
SWISS FRANC BOND PORTFOLIO
-------------------------------------------------
NOVEMBER 1,
1995
FOR THE YEAR FOR THE YEAR FOR THE YEAR (COMMENCEMENT
ENDED ENDED ENDED OF OPERATIONS)
DECEMBER 31, DECEMBER 31, DECEMBER 31, TO DECEMBER 31,
1998 1997 1996 1995
-------------- -------------- -------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period .................. $ 13.42 $ 15.06 $15.00
------- ------- ------
INCREASE (DECREASE) FROM INVESTMENT OPERATIONS:
Net investment income ................................ $ 0.30 $ 0.14 $ 0.04
Net realized and unrealized gain (loss) on
investments ........................................ (1.22)* (1.78)* 0.02*
------- ------- ------
Net increase (decrease) from investment operations . $ (0.92) $ (1.64) $ 0.06
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income ................................ -- -- --
Net realized gain .................................... -- -- --
------- ------- -----
Net increase (decrease) in net asset value ............ $ (0.92) $ 1.64 $ 0.06
------- ------- -----
Net asset value, end of period ........................ $ 12.50 $ 13.42 $15.06
======= ======= ======
Total return** ........................................ (6.92)% (10.88)% 0.40%
Ratio of net expenses to average net assets + ......... 1.23% 1.20% 2.25%***
Ratio of net investment income to average net assets + 3.22% 3.37% 1.70%***
Portfolio turnover rate ............................... 17% 39% --
Average brokerage commission per share ................ -- -- --
Net assets, end of period (in thousands) .............. $22,088 $13,079 $ 189
RATIO ASSUMING NO WAIVER OF MANAGEMENT FEES BY PIONEER
AND NO REDUCTION FOR FEES PAID INDIRECTLY:
Net expenses ......................................... 1.25% 2.58% 69.22%***
Net investment income (loss) ......................... 3.20% 1.99% (65.27)%***
RATIO ASSUMING WAIVER OF MANAGEMENT FEES AND
ASSUMPTION OF EXPENSES BY PIONEER AND REDUCTION FOR
FEES PAID INDIRECTLY:
Net expenses ......................................... 1.22% 1.15% 1.25%***
Net investment income (loss) ......................... 3.23% 3.42% 2.70%***
</TABLE>

<PAGE>

Basic information about America Income Portfolio

Investment objective
As high a level of current income as is consistent with preservation of capital.

Investment strategies

Normally, the portfolio invests exclusively in U.S. government securities and
repurchase agreements and "when-issued" commitments with respect to these
securities. These securities include:

[square bullet] U.S. Treasury obligations, which differ only in their interest
rates, maturities and times of issuance, including U.S.
Treasury bills (maturities of one year or less), U.S. Treasury
notes (maturities of one to 10 years), and U.S. Treasury bonds
(generally maturities greater than 10 years)

[square bullet] Obligations issued by or guaranteed as to payment of principal
and interest by agencies and instrumentalities of the U.S.
government, such as Government National Mortgage Association
(GNMA), Federal Housing Administration (FHA)

[square bullet] Securities issued by an agency or instrumentality that are not
guaranteed by the U.S. Treasury, such as securities issued by
Student Loan Marketing Association (SLMA) and Federal National
Mortgage Association (FNMA), which are supported by the right
to borrow money from the U.S. Treasury under certain
circumstances, or securities issued by the Federal Home Loan
Bank which are supported solely by the credit of the agency.

The portfolio's investments may have all types of interest rate payment and
reset terms, including fixed rate, adjustable rate, zero coupon, contingent,
deferred, payment in kind and auction rate features. The portfolio may invest in
securities of any maturity. Although the average dollar weighted maturity of the
portfolio's assets may vary significantly, it generally will not exceed twenty
years.

Pioneer, the portfolio's investment adviser, considers both macroeconomic and
issuer specific factors in selecting a portfolio designed to achieve the
portfolio's investment objective. In assessing the appropriate maturity, rating
and sector weighing for the portfolio, Pioneer considers a variety of
macroeconomic factors that are expected to influence economic activity and
interest rates. These factors include fundamental economic indicators, Federal
Reserve monetary policy and the relative value of the U.S. dollar compared to
other currencies. Once Pioneer determines the preferable portfolio
characteristics, Pioneer selects individual securities based upon the terms of
the securities (such as yields compared to U.S. Treasuries or comparable
issues), liquidity and rating, sector and issuer diversification. Pioneer also
employs fundamental research and due diligence to assess an issuer's credit
quality, taking into account financial condition and profitability, future
capital needs, potential for change in rating, industry outlook, the competitive
environment and management ability.

In making portfolio decisions, Pioneer relies on the knowledge, experience and
judgment of its own staff who have access to a wide variety of research.

Principal risks of investing in the portfolio
Even though the portfolio seeks a high level of current income and preservation
of capital, you could lose money on your investment, or the portfolio could fail
to generate current income, if:

[square bullet] Interest rates go up, causing the value of the portfolio's
investments to decline

[square bullet Pioneer's judgment about the attractiveness, relative value or
potential appreciation of a particular sector, security or
hedging strategy proves to be incorrect

To the extent the portfolio invests significantly in mortgage-related
securities, its exposure to prepayment and extension risks may be greater than
other investments in fixed income securities. Mortgage derivatives held by the
portfolio may have especially volatile prices and may have a disproportionate
effect on the portfolio's share price.

Not all U.S. government securities are backed by the full faith and credit of
the United States. Some agencies and instrumentalities, such as SLMA and FNMA,
are only supported by the right to borrow money from the U.S. Treasury under
certain circumstances. Other agencies and instrumentalities, such as the Federal
Home Loan Banks, are supported solely by the credit of the agency. The guarantee
by the U.S. Treasury or agency or instrumentality of the U.S. government applies
only to payment of principal and interest and does not extend to the market
value of the security.

The portfolio's past performance does not necessarily indicate how it will
perform in the future. You may make or lose money on your investment.

Portfolio performance
The chart shows the performance of the portfolio's Class I shares for each year
since its inception on March 1, 1995. The chart does not reflect any fees and
expenses payable with respect to a Variable Contract. Such expenses will reduce
your return.

[bar chart]
Annual return Class A shares
(Year ended December 31)

'95 5.68
'96 1.30
'97 8.44
`98 8.15
[end bar chart]

The portfolio's highest calendar quarterly
return was 4.75% (6/30/98 to 9/30/98)

The portfolio's lowest calendar quarterly
return was -2.41% (12/31/95 to 3/31/96)

Comparison with Lehman Brothers Government Bond Index
The table shows the average annual total returns for the portfolio's Class I
shares over time and compares these returns to the returns of the Lehman
Brothers Government Bond Index. This is a measure of the performance of U.S.
Treasury debt, all publicly issued debt of U.S. government agencies and
quasi-federal corporations, and corporate debt guaranteed by the U.S.
government. Unlike the portfolio, the index is not managed and does not incur
expenses. The table assumes:

[square bullet] The sale of the shares at the end of the period

[square bullet] Reinvestment of all dividends and distributions

-------------------------------------------------------------------
Average annual total return (%)
(for periods ended December 31, 1998)
--------------- --------- ------------------ ----------------------
1 Year Since Inception Inception Date
--------------- --------- ------------------ ----------------------
Class I 8.15 4.74 3/1/95
--------------- --------- ------------------ ----------------------
Index 4.83 5.09
--------------- --------- ------------------ ----------------------

Other Investment Policies

As discussed, the portfolio invests exclusively in U.S. government securities
and repurchase agreements and "when-issued" commitments with respect to these
securities.

Additional information about debt securities
The portfolio may invest in mortgage-backed securities issued by agencies or
instrumentalities of the U.S. government. These securities represent direct or
indirect participation in, or are collateralized by and payable from, mortgage
loans secured by real estate. Certain debt instruments may only pay principal at
maturity or may only represent the right to receive payments of principal or
payments of interest on underlying pools of mortgage or government securities,
but not both. The value of these types of instruments may change more
drastically than debt securities that pay both principal and interest during
periods of changing interest rates. Principal only mortgage backed securities
are particularly subject to prepayment risk. A portfolio may obtain a below
market yield or incur a loss on such instruments during periods of declining
interest rates. Interest only instruments are particularly subject to extension
risk. For mortgage derivatives and structured securities that have imbedded
leverage features, small changes in interest or prepayment rates may cause large
and sudden price movements. Mortgage derivatives can also become illiquid and
hard to value in declining markets.

Repurchase Agreements
Repurchase agreements are arrangements under which the portfolio purchases
securities and the seller agrees to repurchase the securities within a specific
time and at a specific price. The repurchase price is generally higher than the
portfolio's purchase price, with the difference being income to the portfolio.
The other party's obligations under the repurchase agreement are collateralized
with U.S. Treasury and/or agency obligations with a market value of not less
than 100% of the obligations, valued daily. Repurchase agreements afford the
portfolio an opportunity to earn income on temporarily available cash at low
risk. However, in the event that the other party to the repurchase agreement
defaults on its obligations, the portfolio may encounter delay and incur costs
before being able to sell the security. Such a delay may involve loss of
interest or a decline in price of the security. In addition, if the portfolio is
characterized by a court as an unsecured creditor, it would be at risk of losing
some or all of the principal and interest involved in the transaction.

"When-Issued" Securities
The portfolio may purchase and sell securities, including GNMA certificates, on
a when-issued or delayed delivery basis. These transactions arise when
securities are purchased or sold by the portfolio with payment and delivery
taking place at a fixed future date. The portfolio may engage in these
transactions when it believes they would result in a favorable price and yield
for the security being purchased or sold. The market value of when-issued or
delayed delivery transactions may increase or decrease as a result of changes in
interest rates. These transactions involve risk of loss if the value of the
underlying security changes unfavorably before the settlement date. There is
also a risk that the other party to the transaction will default on its
obligation to purchase or sell the security, which may result in the portfolio
missing the opportunity to obtain a favorable price or yield elsewhere.

Portfolio manager
Day-to-day management of the portfolio is the responsibility of a team of fixed
income portfolio managers and analysts supervised by Sherman B. Russ and Kenneth
J. Taubes. Mr. Russ and Mr. Taubes are jointly responsible for overseeing
Pioneer's U.S. and global fixed income team. Mr. Russ is a senior vice President
of Pioneer. He joined Pioneer in 1983 and has been an investment professional
since 1962. Mr. Taubes joined Pioneer as a senior vice president in September
1998 and has been an investment professional since 1986. Prior to joining
Pioneer, Mr. Taubes had served since 1991 as a senior vice president and senior
portfolio manager for several Putnam Investments institutional accounts and
mutual portfolios.

Mr. Russ, Mr. Taubes and their team operate under the supervision of Theresa A.
Hamacher. Ms. Hamacher is chief investment officer of Pioneer. She joined
Pioneer in 1997 and has been an investment professional since 1984.

Management fee
The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.55% of the portfolio's average daily net assets. This fee is usually
computed daily and paid monthly. Pioneer has agreed not to impose all or a
portion of its fee or to reduce the portfolio's expenses in order to limit the
portfolio's total operating expenses to 1.25% of its average daily net assets.
For the most recent fiscal year, the portfolio paid Pioneer a fee equal to ___%
of the average daily net assets.

Distributions
The portfolio declares a dividend daily. The dividend consists of substantially
all of the portfolio's net income. You begin to earn dividends on the first
business day following receipt of payment for shares. You continue to earn
dividends up to the date of sale. Dividends are normally paid on the last
business day of each month. The portfolio makes distributions from long-term
capital gains, if any, annually, generally in November. The portfolio may pay
additional distributions and dividends at other times if necessary for the
portfolio to avoid a federal tax.
<PAGE>
FINANCIAL HIGHLIGHTS
The following information has been audited by , independent public accountants,
in connection with their audit of the portfolios' financial statements. report
on the fund's financial statements as of December 31, 1997 appears in the
portfolios' annual report which is incorporated by reference into the statement
of additional information. The information below should be read in conjunction
with financial statements contained in the portfolios' annual report. The annual
report includes more information about the portfolios' performance and is
available free of charge upon request from your insurance company.

FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING FOR EACH PERIOD PRESENTED:
<TABLE>
<CAPTION>
AMERICA INCOME PORTFOLIO
-------------------------------------------------------------
MARCH 1,
1995
FOR THE YEAR FOR THE YEAR FOR THE YEAR (COMMENCEMENT
ENDED ENDED ENDED OF OPERATIONS)
DECEMBER 31, DECEMBER 31, DECEMBER 31, TO DECEMBER 31,
1998 1997 1996 1995
------------- -------------- -------------- -----------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period ................... $ 9.78 $10.18 $10.00
------- ------ -------
INCREASE (DECREASE) FROM INVESTMENT OPERATIONS:
Net investment income ................................. $ 0.54 $ 0.52 $ 0.38
Net realized and unrealized gain (loss) on investments 0.26 (0.40) 0.18
------- ------ ------
Net increase (decrease) from investment operations .. $ 0.80 $ 0.12 $ 0.56
distribution to shareholders from:
Net investment income ................................. (0.54) (0.52) (0.38)
-------
Net realized gain ..................................... -- --
------ ------
Net increase (decrease) in net asset value ............. $ 0.26 $(0.40) $(0.18)
------- ------ ------
Net asset value, end of period ......................... $ 10.04 $ 9.78 $10.18
======= ====== ======
Total return* .......................................... 8.44% 1.30% 5.68%
Ratio of net expenses to average net assets + .......... 1.26% 1.31% 1.12%**
Ratio of net investment income to average net assets + . 5.46% 5.25% 5.22%**
Portfolio turnover rate ................................ 11% 60% 96%**
Net assets, end of period (in thousands) ............... $14,519 $6,872 $3,514
RATIO ASSUMING NO WAIVER OF MANAGEMENT FEES AND
ASSUMPTION OF EXPENSES BY PIONEER AND NO REDUCTION
FOR FEES PAID INDIRECTLY:
Net expenses .......................................... 1.43% 2.24% 11.86%**
Net investment income (loss) .......................... 5.29% 4.32% (5.52)%**
RATIO ASSUMING WAIVER OF MANAGEMENT FEES AND ASSUMPTION
OF EXPENSES BY PIONEER AND REDUCTION FOR FEES PAID
INDIRECTLY:
Net expenses .......................................... 1.23% 1.25% 0.99%**
Net investment income (loss) .......................... 5.49% 5.31% 5.35%**
</TABLE>
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each period.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.

<PAGE>
Basic information about Money Market Portfolio

Investment objective

Current income consistent with preservation of capital and providing liquidity.

Investment strategies
- --------------------------------------------------------------------------------
[graphic icon]
Money Market Securities:
Money market securities include:

o Securities that are issued or guaranteed by the U.S.
government, its agencies or instrumentalities
o Corporate debt securities
o Bank obligations
o Commercial paper
o Repurchase agreements
- --------------------------------------------------------------------------------

The portfolio seeks to maintain a constant net asset value of $1.00 per share by
investing in high quality money market securities. The portfolio may invest more
than 25% of its assets in U.S. government securities and obligations of banks.

The portfolio invests in U.S. government obligations and securities rated at the
time of purchase in one of the two highest rating categories for short-term debt
by a nationally recognized rating organization or determined by Pioneer to be of
equivalent quality. If rating organizations differ in the rating assigned to a
security, the portfolio will only treat the security as having the higher rating
if at least two rating organizations assigned that rating. The fund's
investments may have fixed, floating or variable interest rates.

The portfolio invests exclusively in securities with a maximum remaining
maturity of 397 days from the date of settlement of the purchase and maintains
an dollar-weighted average portfolio maturity of 90 days or less.

In selecting the portfolio's investments, Pioneer complies with the rating,
maturity and diversification requirements applicable to money market funds.
Within those limits, Pioneer's assessment of macroeconomic factors that are
expected to affect economic activity and interest rates influence its securities
selection. Pioneer also employs fundamental research and due diligence to assess
an issuer's credit quality.

Principal risks of investing in the portfolio

Although the portfolio seeks to maintain a $1 share price, you could lose money
on your investment or the portfolio could fail to generate high current income
if:

[square bullet] Interest rates rise go up causing the value of the portfolio's
investments to decline

[square bullet] The issuer of a security owned by the portfolio defaults on
its obligation to pay principal and/or interest or has its
credit rating downgraded

[square bullet] Pioneer's judgment about the credit quality, attractiveness or
relative value of a particular security proves to be incorrect

An investment in the portfolio is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

Although the portfolio seeks to preserve the value of your investment at $1.00
per share, it is possible to lose money by investing in the portfolio.

The portfolio's past performance

The bar chart and table indicate the risks of investing in the portfolio by
showing how the portfolio has performed in the past. The portfolio's performance
varies from year to year.

The portfolio's past performance does not necessarily indicate how it will
perform in the future. You may make or lose money on your investment.

Portfolio performance
The chart shows the performance of the portfolio's Class I shares for each
calendar year since the portfolio's inception on November 1, 1995. The chart
does not reflect any fees and expenses payable with respect to a Variable
Contract. Such fees and expenses will reduce your return.

[bar chart]
Annual return Class A shares
(Year ended December 31)

'95 4.35
`96 4.51
`97 4.64
`98 4.68

The portfolio's highest calendar quarterly
return was 1.61% (3/31/95 to 6/30/95)

The portfolio's lowest calendar quarterly
return was 1.08% (12/31/96 to 3/31/97)

Comparison with 90-day Treasury Bills
The table shows the average annual total returns for the portfolio's Class I
shares over time and compares these returns to the returns of the 90-day
Treasury bill. The table also provides the portfolio's 7-day yield for the
period December 24 to December 31, 1998. Please contact Pioneer at
1-800-225-6292 to obtain the portfolio's current 7-day yield. The table assumes:

[square bullet] The sale of the shares at the end of the period

[square bullet] Reinvestment of all dividends and distributions

- --------------------------------------------------------------------------------
Average annual total return (%)
(for periods ended December 31, 1998)
- ------------------- ------------- ------------- ------------------- ------------
1 Year Since Inception Date 7-day Yield
Inception
- ------------------- ------------- ------------- ------------------- ------------
Class I 4.68 4.74 3/1/95
- ------------------- ------------- ------------- ------------------- ------------
90-day Treasury
bill 4.83 5.09
- ------------------- ------------- ------------- ------------------- ------------

Portfolio Manager
Day-to-day management of the fund's portfolio is the responsibility of a team of
fixed income portfolio managers and analysts supervised by Sherman B. Russ and
Kenneth J. Taubes.

Mr. Russ and Mr. Taubes are jointly responsible for overseeing Pioneer's U.S.
and global fixed income team. Mr. Russ is a senior vice president of Pioneer. He
joined Pioneer in 1983 and has been an investment professional since 1962. Mr.
Taubes joined Pioneer as a senior vice president in September 1998 and has been
an investment professional since 1986. Prior to joining Pioneer, Mr. Taubes had
served since 1991 as a senior vice president and senior portfolio manager for
several Putnam investments institutional accounts and mutual funds.

Management fee
The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.50% of the portfolio's average daily net assets. The fee is normally
computed daily and paid monthly. Pioneer has agreed not to impose all or a
portion of its fee or to reduce the portfolio's expenses in order to limit the
portfolio's total operating expenses to 1.00% of average daily net assets. For
the most recent fiscal year, the portfolio paid Pioneer a fee equal to ___% of
average daily net assets.

Distributions
The portfolio declares a dividend daily. The dividend consists of substantially
all of the portfolio's net income. You begin to earn dividends on the first
business day following receipt of payment for shares. You continue to earn
dividends up to the date of sale. Dividends are normally paid on the last
business day of each month. The fund makes distributions from long-term capital
gains, if any, annually, generally in November. The portfolio may pay additional
distributions and dividends at other times if necessary for the portfolio to
avoid a federal tax.
<PAGE>
FINANCIAL HIGHLIGHTS
The following information has been audited by , independent public accountants,
in connection with their audit of the portfolios' financial statements. report
on the fund's financial statements as of December 31, 1997 appears in the
portfolios' annual report which is incorporated by reference into the statement
of additional information. The information below should be read in conjunction
with financial statements contained in the portfolios' annual report. The annual
report includes more information about the portfolios' performance and is
available free of charge upon request from your insurance company.
FINANCIAL HIGHLIGHTS
SELECTED DATA FOR A SHARE OUTSTANDING FOR EACH PERIOD PRESENTED:

<TABLE>
<CAPTION>
MONEY MARKET PORTFOLIO
--------------------------------------------------------------
NOVEMBER 1,
1995
FOR THE YEAR FOR THE YEAR FOR THE YEAR (COMMENCEMENT
ENDED ENDED ENDED OF OPERATIONS)
DECEMBER 31, DECEMBER 31, DECEMBER 31, TO DECEMBER 31,
1998 1997 1996 1995
------------ -------------- -------------- -------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period .................. $ 1.00 $ 1.00 $ 1.00
------- ------- ------
INCREASE (DECREASE) FROM INVESTMENT OPERATIONS:
Net investment income ................................ $ 0.05 $ 0.04 $ 0.04
Net realized and unrealized gain (loss) on investments -- -- --
------- ------- ------
Net increase (decrease) from investment operations . $ 0.05 $ 0.04 $ 0.04
DISTRIBUTION TO SHAREHOLDERS FROM:
Net investment income ................................ (0.05) (0.04) (0.04)
Net realized gain .................................... -- -- --
------- ------- ------
Net increase (decrease) in net asset value ............ $ 0.00 $ 0.00 $ 0.00
------- ------- ------
Net asset value, end of period ........................ $ 1.00 $ 1.00 $ 1.00
======= ======= ======
Total return* ......................................... 4.64% 4.51% 4.35%
Ratio of net expenses to average net assets + ......... 1.00% 0.97% 0.81%**
Ratio of net investment income to average net assets + 4.55% 4.43% 5.00%**
Portfolio turnover rate ............................... -- -- --
Net assets, end of period (in thousands) .............. $13,739 $11,744 $3,416
RATIO ASSUMING NO WAIVER OF MANAGEMENT FEES AND
ASSUMPTION OF EXPENSES BY PIONEER AND NO REDUCTION
FOR FEES PAID INDIRECTLY:
Net expenses ......................................... 1.17% 1.29% 8.34%**
Net investment income (loss) ......................... 4.38% 4.11% (2.53)%**
RATIO ASSUMING WAIVER OF MANAGEMENT FEES AND ASSUMPTION
OF EXPENSES BY PIONEER AND REDUCTION FOR FEES PAID
INDIRECTLY:
Net expenses ......................................... 0.99% 0.96% 0.74%**
Net investment income (loss) ......................... 4.56% 4.44% 5.07%**
</TABLE>
- ---------
* Assumes initial investment at net asset value at the beginning of each
period, reinvestment of all distributions and the complete redemption of the
investment at net asset value at the end of each period.
** Annualized.
+ Ratio assuming no reduction for fees paid indirectly.

<PAGE>

Common portfolio investment policies

Temporary investments
Normally, each portfolio invests substantially all of its assets to meet its
investment objective. Each portfolio may invest the remainder of its assets in
securities with a remaining maturity of less than one year, cash equivalents or
may hold cash. For temporary defensive purposes, a portfolio may depart from its
principal investment strategies and invest part or all of its assets in these
securities. During such periods, the portfolio may not be able to achieve its
investment objective. Each portfolio intends to adopt a defensive strategy only
when Pioneer believes there to be extraordinary risks in investing in the
securities in which the portfolio normally invests due to political or economic
factors.

Short-term trading
The portfolios usually do not trade for short-term profits. Each portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If a portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.

Derivatives
Each portfolio (other than Money Market portfolio) may use futures, options and
other derivatives. A derivative is a security or instrument whose value is
determined by reference to the value or the change in value of one or more
securities, currencies, indices or other financial instruments. The portfolios
do not use derivatives as a primary investment technique and generally limits
their use to hedging. However, each portfolio may use derivatives for a variety
of purposes, including:

[square bullet] As a hedge against adverse changes in stock market prices,
interest rates or currency exchange rates

[square bullet] As a substitute for purchasing or selling securities

[square bullet] To increase the portfolio's return

Even a small investment in derivatives can have a significant impact on the
portfolio's exposure to stock market values, interest rates or currency exchange
rates. If changes in a derivative's value do not correspond to changes in the
value of the portfolio's other investments, the portfolio may not fully benefit
from or could lose money on the derivative position. In addition, some
derivatives involve risk of loss if the person who issued the derivative
defaults on its obligation. Certain derivatives may be less liquid and more
difficult to value.

<PAGE>

Management

Pioneer, the fund's investment adviser, selects each portfolio's investments and
oversees the portfolios' operations.

Pioneer Group
The Pioneer Group, Inc. and its subsidiaries are engaged in financial services
businesses in the United States and many foreign countries. As of December 31,
1998, the firm had more than $23 billion in assets under management worldwide
including more than $22 billion in U.S. mutual funds. The firm's U.S. mutual
fund investment history includes creating in 1928 of one of the first mutual
funds. John F. Cogan, chairman of the board and president of The Pioneer Group,
Inc. owns approximately 14% of the firm. He is also an officer and director of
each of the Pioneer mutual funds.

The investment adviser
Pioneer manages a family of U.S. and international stock funds, bond funds and
money market funds. Pioneer is a subsidiary of The Pioneer Group, Inc. Its main
office is at 60 State Street, Boston, Massachusetts 02109.

Year 2000
Information technology experts are concerned about computer and other electronic
systems' ability to process date-related information on and after January 1,
2000. This scenario, commonly referred to as the "Year 2000 problem," could have
an adverse impact on the portfolios and the provision of services to their
shareowners. Pioneer is addressing the Year 2000 problem with respect to its
systems and those used by the its affiliates. During 1999, Pioneer expects to
finish addressing all material Year 2000 issues and to participate in
industry-wide testing. The portfolios have obtained assurances from their other
service providers that they are taking appropriate Year 2000 measures and
Pioneer is monitoring their efforts. Although the portfolios do not expect the
Year 2000 problem to adversely impact them, the portfolios cannot guarantee that
their, or the portfolio's service providers', efforts will be successful.

Distributions and taxes

You should read the prospectus for your insurance company's Variable Contract
for a discussion of the tax status of a Variable Contract, including the tax
consequences of withdrawals or other payments. You should keep all statements
you receive from the insurance company or the portfolios to assist in your
personal recordkeeping. Class I shares of the portfolios are held by life
insurance company separate accounts that fund Variable Contracts or by Qualified
Plans. A portfolio's dividends and capital gain distributions to those accounts
are generally treated as ordinary income and long-term capital gain,
respectively, under the Internal Revenue Code and are treated as received by the
insurance company rather than the owner of the qualified Variable Contract.
Insurance companies should consult their own tax advisers regarding the tax
treatment of dividends or capital gain distributions they receive from any
portfolio.

Each portfolio is treated as a separate entity for federal income tax purposes
and has elected or intends to elect to be treated, and intends to qualify each
year, as a regulated investment company under Subchapter M of the Code. Each
portfolio must satisfy certain requirements relating to the sources of its
income, diversification of its assets and distribution of its income to
shareholders to qualify as a regulated investment company. As a regulated
investment company, each portfolio will not be subject to federal income tax on
any net investment income and net realized capital gains that are distributed to
its shareholders as required under the Code.

In addition to the above, each portfolio also follows certain portfolio
diversification requirements imposed by the Code on separate accounts of
insurance companies relating to the tax-deferred status of Variable Contracts.
More specific information on these diversification requirements is contained in
the insurance company's separate account prospectus and in the portfolios' SAI.

Shareholder information

NET ASSET VALUES

- --------------------------------------------------------------------------------
[graphic icon]
Share price

The net asset value per share calculated on the day of a transaction, is often
referred to as the share price.
- --------------------------------------------------------------------------------
Each portfolio's net asset value is the value of its portfolio of securities
plus any other assets minus its operating expenses and any other liabilities.
Each fund calculates a net asset value for each class of shares every day the
New York Stock Exchange is open when regular trading closes (normally 4:00 p.m.
Eastern time).

Each portfolio generally values its portfolio securities based on market prices
or quotations. When market prices are not available or are considered by Pioneer
to be unreliable, the fund may use an asset's fair value. Fair value is
determined in accordance with procedures approved by the portfolios' trustees.
International securities markets may be open on days when the U.S. markets are
closed. For this reason, the values of any international securities owned by a
portfolio could change on a day when insurance companies or Qualified Plans
cannot buy or sell shares of the portfolio.

Money Market portfolio's investments are valued on the basis of amortized cost.
This means of valuation assumes a steady rate of amortization of any premium and
discount from the date of purchase until maturity.

Investments in Shares of the Portfolios
- --------------------------------------------------------------------------------
Since you may not purchase shares of the portfolios, you should read the
prospectus for your insurance company's Variable Contract to learn how to
purchase a Variable Contract based on the portfolios.
- --------------------------------------------------------------------------------

Each portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to certain qualified pension and retirement plans (Qualified Plan). Shares
of the portfolios are sold at net asset value. Variable Contracts may or may not
allow you to allocate your investments in the Variable Contracts to all the
portfolios described in this Prospectus. Investments in each portfolio are
expressed in terms of the full and fractional shares of the portfolio purchased.
Investments in a portfolio are credited to an insurance company's separate
account immediately upon acceptance of the investment by the portfolio.
Investments will be processed at the next net asset value calculated after an
order is received and accepted by a portfolio. The offering of shares of any
portfolio may be suspended for a period of time and each portfolio reserves the
right to reject any specific purchase order. Purchase orders may be refused if,
in Pioneer's opinion, they are of a size that would disrupt the management of a
portfolio.

The interests of Variable Contracts and Qualified Plans investing in the fund
could conflict due to differences of tax treatment and other considerations. The
portfolios currently do not foresee any disadvantages to investors arising out
of the fact that each portfolio may offer its shares to insurance company
separate accounts that serve as the investment medium for their Variable
Contracts or that each portfolio may offer its shares to Qualified Plans.
Nevertheless, the portfolios' trustees intend to monitor events in order to
identify any material irreconcilable conflicts which may possibly arise, and to
determine what action, if any, should be taken in response to such conflicts. If
such a conflict were to occur, one or more insurance companies' separate
accounts or Qualified Plans might be required to withdraw their investments in
one or more portfolios and shares of another portfolio may be substituted. This
might force a portfolio to sell securities at disadvantageous prices. In
addition, the trustees may refuse to sell shares of any portfolio to any
separate account or Qualified Plan or may suspend or terminate the offering of
shares of any portfolio if such action is required by law or regulatory
authority or is in the best interests of the shareholders of the portfolio.

Selling

Shares of a portfolio may be sold on any business day. Portfolio shares are sold
at net asset value next determined after receipt by the portfolio of a
redemption report in good order for the insurance company as described in the
prospectus of the insurance company's Variable Contract. Sale proceeds will
normally be forwarded by bank wire to the selling insurance Company on the next
business day after receipt of the sales instructions by a portfolio but in no
event later than 7 days following receipt of instructions. Each portfolio may
suspend sales or postpone payment dates during any period in which any of the
following conditions exists: the New York Stock Exchange is closed or trading on
the Exchange is restricted; an emergency exists as a result of which disposal by
the portfolio of securities owned by it is not reasonably practicable or it is
not reasonably practicable for the portfolio to fairly determine the value of
its net assets or the Securities and Exchange Commission, by order, so permits.

<PAGE>
Pioneer
Variable Contracts Trust
Class I Shares

You can obtain more free information about the portfolios by writing to
Pioneering Services Corporation, 60 State Street, Boston, Massachusetts 02109.
You may also call 1-800-225-6292.

Shareowner reports
Annual and semiannual reports to shareowners provide information about the
portfolios' investments. The annual report discusses market conditions and
investment strategies that significantly affected each portfolio's performance
during its last fiscal year.

Statement of additional information
The statement of additional information provides more detailed information about
the portfolio. It is incorporated by reference into this prospectus.

You can also review each portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange commission's
Public Reference room in Washington, D.C. or by calling 1-800-SEC-0330 to
request a copy. The commission charges a fee for this service. You can get the
same information free from the commission's Internet website
(http://www.sec.gov).

(Investment Company Act file no. 811-08786)

Pioneer Funds Distributor, Inc.
60 State Street
Boston, MA 02109
www.pioneerfunds.com
0199-5805
cPioneer Fund Distributor, Inc.

<PAGE>

PIONEER

P i o n e e r

Variable Contracts Trust

- --------------------------------------------------------------------------------
Class II Shares
Prospectus, May 3, 1999

Contents

Introduction
Basic information about the portfolios
Common portfolio management policies
Management
Distributions and taxes
Shareholder information
Financial highlights

No government securities commission or
agency has approved the funds' shares or
determined whether this prospectus is
accurate or complete. Any representation
to the contrary is a crime.

<PAGE>

INTRODUCTION

Pioneer Variable Contracts Trust is an open-end management investment Company
that currently consists of twelve distinct portfolios. Class II shares of the
portfolios are offered through this prospectus. Shares of the portfolios are
offered primarily to insurance companies to fund the benefits under variable
annuity and variable life insurance contracts (Variable Contracts) issued by
their companies. You may obtain certain tax benefits by purchasing a Variable
Contract. To learn more about Variable Contracts, read the prospectus of your
insurance company's separate account.