PIONEER VARIABLE CONTRACTS TRUST /MA/
497, 2000-03-27
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Pioneer Variable Contracts Trust


CLASS I SHARES PROSPECTUS
MARCH 29, 2000

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<S>                                                     <C>
INTRODUCTION                                            PORTFOLIOS

Pioneer Variable Contracts Trust is an open-end
management investment company that currently consists   STRATEGIC FOCUS
of fifteen distinct portfolios. Pioneer Investment
Management, Inc. is the investment adviser to each      HIGH YIELD invests in below investment grade (high
portfolio. Class I shares of the Pioneer High Yield     yield) debt securities and preferred stocks to
VCT and Pioneer Science & Technology VCT portfolios     maximize total return.
are offered through this prospectus. Shares of the
portfolios are offered primarily to insurance           SCIENCE & TECHNOLOGY invests for capital growth in
companies to fund the benefits under variable annuity   common stock and other equity securities of
and variable life insurance contracts (Variable         companies expected to benefit from the development,
Contracts) issued by their companies. You may obtain    advancement or use of science or technology.
certain tax benefits by purchasing a Variable
Contract.                                               CONTENTS


Each portfolio has its own distinct investment          Basic information about the portfolios......  2
objective and policies. In striving to meet its
objective, each portfolio will face the challenges of   Common portfolio investment policies........ 10
changing business, economic and market conditions.
Each portfolio offers different levels of potential     Management.................................. 10
return and risks. These risks are discussed in the
description of each portfolio.                          Distributions and taxes..................... 11

No single portfolio constitutes a complete investment   Shareholder information..................... 11
plan. Each portfolio's share price, 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.
                                                        An investment in a portfolio is not a bank deposit
Each portfolio complies with various insurance          and is not insured or guaranteed by the Federal
regulations. Please read your insurance company's       Deposit Insurance Corporation or any other
separate account prospectus for more specific           government agency.
information relating to insurance regulations and
instructions on how to invest among the portfolios      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
through a Variable Contract.                            ANY STATE SECURITIES AGENCY HAS APPROVED THE
                                                        PORTFOLIOS' SHARES OR DETERMINED WHETHER THIS
                                                        PROSPECTUS IS ACCURATE OR COMPLETE. ANY
                                                        REPRESENTATION TO THE CONTRARY IS A CRIME.

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Basic information about High Yield Portfolio

INVESTMENT OBJECTIVE

Maximize total return through a combination of income and capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 65% of its total assets (at the time of
purchase) in below  investment  grade (high yield) debt securities and preferred
stocks.  These  high  yield  securities  may  be  convertible  into  the  equity
securities  of the issuer.  Debt  securities  rated below  investment  grade are
commonly  referred  to as "junk  bonds" and are  considered  speculative.  Below
investment  grade 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 rated debt securities.


The portfolio's  investments may have fixed or variable  principal  payments and
all types of interest rate and dividend payment and reset terms, including fixed
rate, adjustable rate, zero coupon,  contingent,  deferred,  payment in kind and
auction rate features. The portfolio invests in securities with a broad range of
maturities.

Pioneer, the portfolio's investment adviser, uses a value approach to select the
portfolio's  investments.  Using this investment style, Pioneer seeks securities
selling at reasonable prices or substantial discounts to their underlying values
and then holds these securities for their incremental yields or until the market
values reflect their intrinsic values.  Pioneer evaluates a security's potential
value,  including  the  attractiveness  of its  market  valuation,  based on the
company's assets and prospects for earnings  growth.  In making that assessment,
Pioneer  employs due diligence and  fundamental  research,  an evaluation of the
issuer based on its financial statements and operations.  Pioneer also considers
a security's potential to provide income. In assessing the appropriate maturity,
rating and sector weighting of the portfolio's investments,  Pioneer considers a
variety of factors that are expected to influence economic activity and interest
rates. These factors include fundamental economic indicators,  such as the rates
of  economic  growth and  inflation,  Federal  Reserve  monetary  policy and the
relative value of the U.S. dollar compared to other currencies.  Pioneer adjusts
sector  weighting to reflect its outlook of the market for high yield securities
rather  than  using  a  fixed  sector  allocation.  In  making  these  portfolio
decisions, Pioneer relies on the knowledge, experience and judgment of its staff
who have access to a wide variety of research.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO

Even though the portfolio  seeks to maximize total return,  you could lose money
on your  investment  or not make as much as if you  invested  elsewhere  if:
|X|  Interest rates go up,  causing the value of debt  securities in the
     portfolio to decline
|X|  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
|X|  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
|X|  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
|X|  Pioneer's  judgment about the  attractiveness,  relative value or potential
     appreciation of a particular sector, security or investment strategy proves
     to be incorrect
|X|  A downturn in equity markets causes the price of convertible  securities to
     drop even when the prices of below  investment  grade bonds otherwise would
     not go down

[text box]
BELOW INVESTMENT GRADE DEBT SECURITIES

A debt security is below investment grade if it is rated BB or lower by Standard
& Poor's  Ratings  Group or the  equivalent  rating by a  nationally  recognized
securities  rating  organization or, if unrated,  determined to be of equivalent
credit quality by Pioneer.

[end text box]

INVESTMENT IN HIGH YIELD  SECURITIES  INVOLVES  SUBSTANTIAL  RISK OF LOSS. These
securities are considered  speculative  with respect to the issuer's  ability to
pay interest and principal and are  susceptible  to default or decline in market
value due to adverse economic and business  developments.  The market values for
high yield  securities tend to be very volatile,  and these  securities are less
liquid than investment grade debt securities. For these reasons, your investment
in the portfolio is subject to the following specific risks:
|X| Increased price sensitivity to changing  interest rates and deteriorating
    economic  environment
|X| Greater risk of loss due to default or declining  credit quality
|X| Adverse company  specific  events are more  likely to render  the issuer
    unable to make interest and/or principal  payments
|X| A negative  perception of the high yield market  develops,  depressing the
    price and liquidity of high yield  securities. This negative perception
    could last for a significant period of time

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 PERFORMANCE

Since the  portfolio is newly  organized,  it does not disclose any  performance
information.  The  portfolio's  performance  will vary  from year to year.  Past
performance  does not  necessarily  indicate how a portfolio will perform in the
future. As a shareowner, you may lose or make money on your investment.

OTHER INVESTMENT STRATEGIES

As discussed,  the portfolio  invests  primarily in below  investment grade debt
securities and preferred stocks to maximize total return.

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).


MORE ON PRINCIPAL INVESTMENTS

The  portfolio  may  invest  in  investment  grade and  below  investment  grade
convertible  bonds and  preferred  stocks that are  convertible  into the equity
securities of the issuer.  Convertible securities generally offer lower interest
or dividend yields than  non-convertible  securities of similar quality. As with
all fixed income securities, the market values of convertible securities tend to
decline as interest  rates  increase  and,  conversely,  to increase as interest
rates decline.  However,  when the market price of the common stock underlying a
convertible  security  exceeds the conversion  price,  the convertible  security
tends to reflect the market price of the underlying  common stock. As the market
price of the underlying common stock declines, the convertible security tends to
trade  increasingly  on a yield  basis and thus may not  decline in price to the
same extent as the underlying common stock.  Convertible  securities rank senior
to common stocks in an issuer's capital  structure and consequently  entail less
risk than the issuer's common stock.


The  portfolio  may  invest  in  mortgage-backed  and  asset-backed  securities.
Mortgage-backed  securities may be issued by private companies or by agencies of
the U.S.  government and represent direct or indirect  participation  in, or are
collateralized  by and payable from,  mortgage  loans secured by real  property.
Asset-backed  securities  represent  participations  in, or are  secured  by and
payable from, assets such as installment sales or loan contracts, leases, credit
card receivables and other categories of receivables.

To  the  extent  the  portfolio   invests   significantly  in  asset-backed  and
mortgage-related  securities, its exposure to prepayment and extension risks may
be greater than if it invested in other fixed income securities.

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  generally  increase  in  value if
interest rates decline, but are also subject to the risk of prepayment. Interest
only  instruments  generally  increase  in  value  in  a  rising  interest  rate
environment when fewer of the underlying mortgages are prepaid.

The portfolio may invest in mortgage derivatives and structured securities.
Because the terms of these securities incorporate 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.

INVESTMENTS OTHER THAN HIGH YIELD OR DEBT SECURITIES

Consistent  with its objective,  the portfolio may invest in equity  securities,
including common stocks, depositary receipts,  warrants, rights and other equity
interests.  Equity securities represent an ownership interest in an issuer, rank
junior in a company's  capital structure to debt securities and consequently may
entail  greater  risk of loss than  fixed  income  securities.  Although  equity
securities may not pay  dividends,  the portfolio  invests in equity  securities
when Pioneer believes they offer the potential for capital gains or to diversify
the portfolio.

INVESTMENTS IN NON-U.S. SECURITIES


The portfolio may invest in securities of Canadian issuers to the same extent as
securities of U.S. issuers. The portfolio may invest up to up to 15% of its
total assets (at the time of purchase) in securities of non-U.S. issuers,
including debt and equity securities of corporate issuers and debt securities of
government issuers in developed and emerging markets. Investing in Canadian and
non-U.S. issuers may involve unique risks compared to investing in securities of
U.S. issuers. These risks are more pronounced to the extent the portfolio
invests in issuers in emerging markets or focuses its non-U.S. investments
in any one region. These risks may include:

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

|X|  Many non-U.S. markets are smaller, less liquid and more volatile. In a
     changing market, Pioneer may not be able to sell the portfolio's
     investments in amounts and at prices Pioneer considers reasonable
|X|  Adverse  effect of currency  exchange  rates or controls on the value of
     the portfolio's   investments
|X|  Economic,   political,   economic  and  social developments  that adversely
     affect the securities  markets
|X| Withholding and other non-U.S. taxes may decrease the portfolio's return.


MANAGEMENT

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 as an assistant portfolio manager 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.

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, most
recently as chief investment officer at another investment adviser.

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 and, if necessary, to limit other operating expenses of the
portfolio to the extent required to reduce Class I expenses to 1.25% of the
portfolio's average daily net assets attributable to Class I shares. This
agreement is voluntary and temporary and may be revised or terminated at any
time.

DISTRIBUTIONS

The portfolio declares a dividend daily. The dividend consists of substantially
all of the portfolio's net income. Investors begin to earn dividends on the
first business day following receipt of payment for shares and continue to earn
dividends up to and including the date of sale. Dividends are normally paid on
the last business day of each month. The portfolio generally pays any
distributions of net short- and long-term capital gains in June. The portfolio
may pay additional distributions and dividends at other times if necessary for
the portfolio to avoid a federal tax.


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Basic information about Science & Technology Portfolio

INVESTMENT OBJECTIVE

Capital growth

PRINCIPAL INVESTMENT STRATEGIES

Normally,  the  portfolio  invests at least 65% of its total  assets (at time of
purchase) in the common stock and other equity  securities of companies  Pioneer
Investment  Management,  Inc., the portfolio's  investment  adviser,  expects to
benefit from the development,  advancement or use of science or technology.  The
portfolio   considers   securities  that  trade  like  common  stocks,  such  as
convertible debt, warrants, and preferred stocks, to be equity securities.

The  portfolio  has the  flexibility  to invest in any company or industry  that
Pioneer  believes  will  benefit  from the  development,  advancement  or use of
science or technology.  The portfolio's holdings are likely to include companies
from industries  directly  related to technological  and scientific  development
such as:

|X| computer hardware or software, including related products, components and
    networking systems
|X| internet and related services
|X| telecommunications
|X| media and information services
|X| medical services, healthcare and biotechnology
The  portfolio's  holdings may include  companies  from  industries  outside the
technology and science industries if Pioneer believes such companies may benefit
from the use of scientific or technological discoveries and developments.

The  portfolio may invest in large  capitalization  companies  with  established
track records or less established mid- or small-capitalization companies.

The portfolio may invest in equity securities of U.S. and non-U.S. issuers.
The portfolio will not invest more than 5% of its total assets (at time of
purchase) in the securities of emerging markets issuers.


The  portfolio  uses a  "growth"  style of  management  and  seeks to  invest in
companies  with above  average  potential  for earnings and revenue  growth.  To
select growth stocks, Pioneer employs due diligence and fundamental research, an
evaluation  of the issuer  based on its  financial  statements  and  operations.
Pioneer relies on the  knowledge,  experience and judgment of its staff who have
access to a wide variety of research.  Pioneer  focuses on the quality and price
of  individual  issuers  and  economic  sector  analysis,  not on market  timing
strategies. Factors Pioneer looks for in selecting investments include:

|X| Issuer has strong fundamentals relative to its industry,  such as increasing
    or sustainable demand for technological change
|X| Issuers in countries expected to have  economic and market  environments
    that will  support the  development, advancement or use of science and
    technology

|X| Market leadership in a company's primary products and services
|X| Favorable expected returns relative to perceived risk
|X| A sustainable  competitive  advantage  such as a brand name,  customer base,
    proprietary  technology or economies of scale
|X| Estimated private market value in  excess  of  current  stock  price.
    Private  market  value  is the  price an independent investor  would pay to
     own the entire company

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:


|X| The stock  market goes down (this risk may be greater in the short term)
|X| Growth or science and technology stocks fall out of favor with investors
|X| The portfolio's investments do not have the growth potential
    originally expected


The  portfolio  also has the risks  associated  with its focus on  investing  in
companies in the rapidly  changing fields of science or technology.  Compared to
companies in more developed market sectors,  companies that focus on science and
technology, and the market for their common stocks, may:

|X|  Experience  unusually  high  price  volatility,  both in terms of gains and
     losses  and,  as a  result,  have  the  potential  for wide  variations  in
     performance due to the special risks associated with these stocks
|X|  Market products or services that at first appear  promising but that do not
     prove  commercially  successful  or that become  obsolete more quickly than
     anticipated
|X|  Be adversely affected by developing government regulation and policies


AN INVESTMENT IN THE PORTFOLIO MAY ALSO INVOLVE A HIGH DEGREE OF RISK TO THE
EXTENT THAT THE PORTFOLIO INVESTS IN NON-U.S. ISSUERS. Investments in non-U.S.
issuers may involve unique risks compared to investing in securities of U.S.
issuers. These risks are more pronounced to the extent that the portfolio
invests in issuers in emerging markets or focuses its non-U.S. investments in
any one region. These risks may include:

|X|  Less information about non-U.S. issuers or markets may be available due to
     less rigorous disclosure or accounting standards or regulatory practices
|X|  Many non-U.S. markets are smaller, less liquid and more volatile than U.S.
     markets.  In a changing market, Pioneer may not be able to sell the
     portfolio's securities in amounts and at prices Pioneer considers
     reasonable

|X|  Adverse  effect of currency  exchange  rates or controls on the value
     of the portfolio's   investment
|X|  Economic,   political,   economic  and  social developments  that
     adversely  affect the securities  markets
|X| Withholding and other non-U.S. taxes may decrease the portfolio's return


To the extent that the portfolio  invests in small- and mid-size  companies,  it
will also have the risks associated with investing in these companies.  Compared
to large companies,  smaller companies,  and the market for their common stocks,
are likely to:
|X| Be more sensitive to changes in the economy, earnings results
    and  investor  expectations
|X| Have more  limited  product  lines and  capital resources
|X| Experience  sharper swings in market values
|X| Be harder to sell at the times and prices Pioneer thinks appropriate

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

THE PORTFOLIO'S PERFORMANCE

Since the  portfolio is newly  organized,  it does not disclose any  performance
information.  The  portfolio's  performance  will vary  from year to year.  Past
performance  does not  necessarily  indicate how a portfolio will perform in the
future. As a shareowner, you may lose or make money on your investment.


<PAGE>


OTHER INVESTMENT STRATEGIES

As discussed,  the portfolio invests primarily in equity securities of companies
expected  to benefit  from the  development,  advancement  or use of science and
technology.

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).

DEBT SECURITIES


The  portfolio  may invest the balance of its assets in debt  securities of U.S.
corporate and governmental  issuers.  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 lower  quality  debt  securities
including below  investment grade  convertible  debt  securities.  The portfolio
invests in debt securities  when Pioneer  believes that they are consistent with
the portfolio's investment objective,  to diversify the portfolio's  investments
or for greater liquidity.


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 the  portfolio's  debt securities
include rising  interest rates or a reduction in the perceived  creditworthiness
of the issuer of the  security.  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.  Below  investment grade debt securities
involve a greater risk of loss, are subject to greater price  volatility and are
less liquid,  especially  during  periods of economic  instability,  than higher
quality debt securities.

MANAGEMENT

PORTFOLIO MANAGER


Day-to-day management of the portfolio's investments is the responsibility of
co-managers Thomas A. Crowley, Kenneth G. Fuller and Robert C. Junkin. Mr.
Crowley is a vice president of Pioneer. He joined Pioneer in 1996 as an analyst.
Prior to joining Pioneer, Mr. Crowley was an electrical engineer for GTE from
1989 to 1996. Mr. Fuller is a senior vice president of Pioneer. He joined
Pioneer in October 1999 and has been an investment professional since 1975.
Prior to joining Pioneer, Mr. Fuller was a principal and analyst at Manley
Fuller Asset Management from 1994 to 1999. Mr. Junkin joined Pioneer in 1997 as
an analyst and has been an investment professional since 1993. Prior to joining
Pioneer, Mr. Junkin was a vice president and analyst at ABN AMRO from 1995 to
1996.

Mr. Crowley, Mr. Fuller and Mr. Junkin are supported by a team of portfolio
managers and analysts focusing on the securities of companies Pioneer expects to
benefit from the development, advancement and use of science or technology. This
team manages and provides research for the portfolio and other Pioneer mutual
funds with similar investment objectives or styles.

Mr. Crowley, Mr. Fuller, Mr. Junkin and the portfolio management 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, most recently as chief investment officer at another
investment adviser.


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 0.75% 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 and, if necessary, to limit other operating expenses of the
portfolio to the extent required to reduce Class I expenses to 1.25% of the
portfolio's average daily net assets attributable to Class I shares. This
agreement is voluntary and temporary and may be revised or terminated at any
time.


DISTRIBUTIONS

The  portfolio  generally  pays any  distributions  of net short- and  long-term
capital gains in June.  The portfolio  pays  dividends  from net  investment
income,  if any,  annually.  The portfolio may pay additional  distributions and
dividends at other times if necessary for the portfolio to avoid a federal tax.


<PAGE>


Common portfolio investment policies

Some  policies of the  portfolios  are stated as a percentage  of assets.  These
percentages are applied at the time of purchase of a security and subsequent may
be exceeded because of changes in the value of a portfolio's  investments.  If a
rating organization downgrades the quality rating assigned to one or more of the
fund's  portfolio  securities,  Pioneer will consider what actions,  if any, are
appropriate  including selling the downgraded security or purchasing  additional
securities as soon as it is prudent to do so.

TEMPORARY INVESTMENTS


Normally,  each portfolio  invests  substantially  all of its assets to meet its
investment  objective.  For temporary defensive purposes, a portfolio may depart
from its principal investment strategies and invest part or all of its assets in
securities  with remaining  maturities of less than one year or may hold cash or
cash equivalents.  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  limit
their use to hedging.  However, each portfolio may use derivatives for a variety
of non-principal purposes, including:


|X| As a hedge against adverse changes in stock market prices, interest rates
    or currency exchange rates
|X| As a substitute for purchasing or selling securities
|X| To increase the portfolio's return as a non-hedging strategy that may be
    considered speculative

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.

MANAGEMENT

Pioneer,   the  portfolios'   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,
1999, the firm had more than $24 billion in assets under management worldwide
including more than $23 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.

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 certain
qualified  pension  and  retirement  plans  (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


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  portfolio  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 portfolio  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.

[text box]
SHARE PRICE

The net asset value per share  calculated on the day of a transaction,  is often
referred to as the share price.

[end text box]

INVESTMENTS IN SHARES OF 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 Qualified  Plans.  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.

[text box]
SINCE YOU MAY NOT DIRECTLY  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.

[end text box]

The  interests  of Variable  Contracts  and  Qualified  Plans  investing  in the
portfolios  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  request in good order from 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 transactions in shares or postpone payment dates when trading on the New
York Stock Exchange is closed or restricted, when an emergency exists that makes
it impracticable for the portfolio to sell or value its portfolio  securities or
with the permission of the Securities and Exchange Commission.


<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. Call 202-942-8090 for information. The
Commission  charges a fee for copies. You can get the same information free from
the Commission's  EDGAR database on the Internet  (http://www.sec.gov).  You may
also e-mail requests for these documents to [email protected] or make a request
in  writing to the  Commission's  Public  Reference  Section,  Washington,  D.C.
20549-0102 .

(Investment Company Act file no. 811-08786)

PIONEER FUNDS DISTRIBUTOR, INC.

60 STATE STREET
BOSTON, MA 02109

WWW.PIONEERFUNDS.COM

                                                                   xxxx-oo-xxxx
                                             (C)Pioneer Funds Distributor, Inc.

<PAGE>

Pioneer Variable Contracts Trust


CLASS II SHARES PROSPECTUS
MARCH 29, 2000

<TABLE>
<S>                                                     <C>
INTRODUCTION                                            PORTFOLIOS

Pioneer Variable Contracts Trust is an open-end
management investment company that currently consists   STRATEGIC FOCUS
of fifteen distinct portfolios. Pioneer Investment
Management, Inc. is the investment adviser to each      HIGH YIELD invests in below investment grade (high
portfolio. Class II shares of the Pioneer High Yield    yield) debt securities and preferred stocks to
VCT and Pioneer Science & Technology VCT portfolios     maximize total return.
are offered through this prospectus. Shares of the
portfolios are offered primarily to insurance           SCIENCE & TECHNOLOGY invests for capital growth in
companies to fund the benefits under variable annuity   common stock and other equity securities of
and variable life insurance contracts (Variable         companies expected to benefit from the development,
Contracts) issued by their companies. You may obtain    advancement or use of science or technology.
certain tax benefits by purchasing a Variable
Contract.                                               CONTENTS


Each portfolio has its own distinct investment          Basic information about the portfolios......  2
objective and policies. In striving to meet its
objective, each portfolio will face the challenges of   Common portfolio investment policies........ 10
changing business, economic and market conditions.
Each portfolio offers different levels of potential     Management.................................. 10
return and risks. These risks are discussed in the
description of each portfolio.                          Distributions and taxes..................... 11

No single portfolio constitutes a complete investment   Shareholder information..................... 11
plan. Each portfolio's share price, 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.
                                                        An investment in a portfolio is not a bank deposit
Each portfolio complies with various insurance          and is not insured or guaranteed by the Federal
regulations. Please read your insurance company's       Deposit Insurance Corporation or any other
separate account prospectus for more specific           government agency.
information relating to insurance regulations and
instructions on how to invest among the portfolios      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
through a Variable Contract.                            ANY STATE SECURITIES AGENCY HAS APPROVED THE
                                                        PORTFOLIOS' SHARES OR DETERMINED WHETHER THIS
                                                        PROSPECTUS IS ACCURATE OR COMPLETE. ANY
                                                        REPRESENTATION TO THE CONTRARY IS A CRIME.

</TABLE>
<PAGE>


Basic information about High Yield Portfolio

INVESTMENT OBJECTIVE

Maximize total return through a combination of income and capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 65% of its total assets (at the time of
purchase) in below  investment  grade (high yield) debt securities and preferred
stocks.  These  high  yield  securities  may  be  convertible  into  the  equity
securities  of the issuer.  Debt  securities  rated below  investment  grade are
commonly  referred  to as "junk  bonds" and are  considered  speculative.  Below
investment  grade 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 rated debt securities.


The portfolio's  investments may have fixed or variable  principal  payments and
all types of interest rate and dividend payment and reset terms, including fixed
rate, adjustable rate, zero coupon,  contingent,  deferred,  payment in kind and
auction rate features. The portfolio invests in securities with a broad range of
maturities.

Pioneer, the portfolio's investment adviser, uses a value approach to select the
portfolio's  investments.  Using this investment style, Pioneer seeks securities
selling at reasonable prices or substantial discounts to their underlying values
and then holds these securities for their incremental yields or until the market
values reflect their intrinsic values.  Pioneer evaluates a security's potential
value,  including  the  attractiveness  of its  market  valuation,  based on the
company's assets and prospects for earnings  growth.  In making that assessment,
Pioneer  employs due diligence and  fundamental  research,  an evaluation of the
issuer based on its financial statements and operations.  Pioneer also considers
a security's potential to provide income. In assessing the appropriate maturity,
rating and sector weighting of the portfolio's investments,  Pioneer considers a
variety of factors that are expected to influence economic activity and interest
rates. These factors include fundamental economic indicators,  such as the rates
of  economic  growth and  inflation,  Federal  Reserve  monetary  policy and the
relative value of the U.S. dollar compared to other currencies.  Pioneer adjusts
sector  weighting to reflect its outlook of the market for high yield securities
rather  than  using  a  fixed  sector  allocation.  In  making  these  portfolio
decisions, Pioneer relies on the knowledge, experience and judgment of its staff
who have access to a wide variety of research.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO

Even though the portfolio  seeks to maximize total return,  you could lose money
on your  investment  or not make as much as if you  invested  elsewhere  if:
|X|  Interest rates go up,  causing the value of debt  securities in the
     portfolio to decline
|X|  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
|X|  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
|X|  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
|X|  Pioneer's  judgment about the  attractiveness,  relative value or potential
     appreciation of a particular sector, security or investment strategy proves
     to be incorrect
|X|  A downturn in equity markets causes the price of convertible  securities to
     drop even when the prices of below  investment  grade bonds otherwise would
     not go down

[text box]
BELOW INVESTMENT GRADE DEBT SECURITIES

A debt security is below investment grade if it is rated BB or lower by Standard
& Poor's  Ratings  Group or the  equivalent  rating by a  nationally  recognized
securities  rating  organization or, if unrated,  determined to be of equivalent
credit quality by Pioneer.

[end text box]

INVESTMENT IN HIGH YIELD  SECURITIES  INVOLVES  SUBSTANTIAL  RISK OF LOSS. These
securities are considered  speculative  with respect to the issuer's  ability to
pay interest and principal and are  susceptible  to default or decline in market
value due to adverse economic and business  developments.  The market values for
high yield  securities tend to be very volatile,  and these  securities are less
liquid than investment grade debt securities. For these reasons, your investment
in the portfolio is subject to the following specific risks:
|X| Increased price sensitivity to changing  interest rates and deteriorating
    economic  environment
|X| Greater risk of loss due to default or declining  credit quality
|X| Adverse company  specific  events are more  likely to render  the issuer
    unable to make interest and/or principal  payments
|X| A negative  perception of the high yield market  develops,  depressing the
    price and liquidity of high yield  securities. This negative perception
    could last for a significant period of time

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 PERFORMANCE

Since the  portfolio is newly  organized,  it does not disclose any  performance
information.  The  portfolio's  performance  will vary  from year to year.  Past
performance  does not  necessarily  indicate how a portfolio will perform in the
future. As a shareowner, you may lose or make money on your investment.

OTHER INVESTMENT STRATEGIES

As discussed,  the portfolio  invests  primarily in below  investment grade debt
securities and preferred stocks to maximize total return.

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).


MORE ON PRINCIPAL INVESTMENTS

The  portfolio  may  invest  in  investment  grade and  below  investment  grade
convertible  bonds and  preferred  stocks that are  convertible  into the equity
securities of the issuer.  Convertible securities generally offer lower interest
or dividend yields than  non-convertible  securities of similar quality. As with
all fixed income securities, the market values of convertible securities tend to
decline as interest  rates  increase  and,  conversely,  to increase as interest
rates decline.  However,  when the market price of the common stock underlying a
convertible  security  exceeds the conversion  price,  the convertible  security
tends to reflect the market price of the underlying  common stock. As the market
price of the underlying common stock declines, the convertible security tends to
trade  increasingly  on a yield  basis and thus may not  decline in price to the
same extent as the underlying common stock.  Convertible  securities rank senior
to common stocks in an issuer's capital  structure and consequently  entail less
risk than the issuer's common stock.


The  portfolio  may  invest  in  mortgage-backed  and  asset-backed  securities.
Mortgage-backed  securities may be issued by private companies or by agencies of
the U.S.  government and represent direct or indirect  participation  in, or are
collateralized  by and payable from,  mortgage  loans secured by real  property.
Asset-backed  securities  represent  participations  in, or are  secured  by and
payable from, assets such as installment sales or loan contracts, leases, credit
card receivables and other categories of receivables.

To  the  extent  the  portfolio   invests   significantly  in  asset-backed  and
mortgage-related  securities, its exposure to prepayment and extension risks may
be greater than if it invested in other fixed income securities.

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  generally  increase  in  value if
interest rates decline, but are also subject to the risk of prepayment. Interest
only  instruments  generally  increase  in  value  in  a  rising  interest  rate
environment when fewer of the underlying mortgages are prepaid.

The portfolio may invest in mortgage derivatives and structured securities.
Because the terms of these securities incorporate 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.

INVESTMENTS OTHER THAN HIGH YIELD OR DEBT SECURITIES

Consistent  with its objective,  the portfolio may invest in equity  securities,
including common stocks, depositary receipts,  warrants, rights and other equity
interests.  Equity securities represent an ownership interest in an issuer, rank
junior in a company's  capital structure to debt securities and consequently may
entail  greater  risk of loss than  fixed  income  securities.  Although  equity
securities may not pay  dividends,  the portfolio  invests in equity  securities
when Pioneer believes they offer the potential for capital gains or to diversify
the portfolio.

INVESTMENTS IN NON-U.S. SECURITIES


The portfolio may invest in securities of Canadian issuers to the same extent as
securities of U.S. issuers. The portfolio may invest up to up to 15% of its
total assets (at the time of purchase) in securities of non-U.S. issuers,
including debt and equity securities of corporate issuers and debt securities of
government issuers in developed and emerging markets. Investing in Canadian and
non-U.S. issuers may involve unique risks compared to investing in securities of
U.S. issuers. These risks are more pronounced to the extent the portfolio
invests in issuers in emerging markets or focuses its non-U.S. investments
in any one region. These risks may include:

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

|X|  Many non-U.S. markets are smaller, less liquid and more volatile. In a
     changing market, Pioneer may not be able to sell the portfolio's
     investments in amounts and at prices Pioneer considers reasonable
|X|  Adverse  effect of currency  exchange  rates or controls on the value of
     the portfolio's   investments
|X|  Economic,   political,   economic  and  social developments  that adversely
     affect the securities  markets
|X| Withholding and other non-U.S. taxes may decrease the portfolio's return.


MANAGEMENT

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 as an assistant portfolio manager 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.

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, most
recently as chief investment officer at another investment adviser.

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 management fee and, if necessary, to limit other operating
expenses of the portfolio to the extent required to reduce Class I expenses to
1.25% of the portfolio's average daily net assets attributable to Class I
shares. The portion of portfolio expenses attributable to Class II shares will
be reduced only to the extent such expenses are reduced for the Class I shares
of the portfolio. This agreement is voluntary and temporary and may be revised
or terminated at any time.

DISTRIBUTIONS

The portfolio declares a dividend daily. The dividend consists of substantially
all of the portfolio's net income. Investors begin to earn dividends on the
first business day following receipt of payment for shares and continue to earn
dividends up to and including the date of sale. Dividends are normally paid on
the last business day of each month. The portfolio generally pays any makes
distributions from net short- and long-term capital gains in June. The portfolio
may pay additional distributions and dividends at other times if necessary for
the portfolio to avoid a federal tax.


<PAGE>


Basic information about Science & Technology Portfolio

INVESTMENT OBJECTIVE

Capital growth

PRINCIPAL INVESTMENT STRATEGIES

Normally,  the  portfolio  invests at least 65% of its total  assets (at time of
purchase) in the common stock and other equity  securities of companies  Pioneer
Investment  Management,  Inc., the portfolio's  investment  adviser,  expects to
benefit from the development,  advancement or use of science or technology.  The
portfolio   considers   securities  that  trade  like  common  stocks,  such  as
convertible debt, warrants, and preferred stocks, to be equity securities.

The  portfolio  has the  flexibility  to invest in any company or industry  that
Pioneer  believes  will  benefit  from the  development,  advancement  or use of
science or technology.  The portfolio's holdings are likely to include companies
from industries  directly  related to technological  and scientific  development
such as:

|X| computer hardware or software, including related products, components and
    networking systems
|X| internet and related services
|X| telecommunications
|X| media and information services
|X| medical services, healthcare and biotechnology
The  portfolio's  holdings may include  companies  from  industries  outside the
technology and science industries if Pioneer believes such companies may benefit
from the use of scientific or technological discoveries and developments.

The  portfolio may invest in large  capitalization  companies  with  established
track records or less established mid- or small-capitalization companies.

The portfolio may invest in equity securities of U.S. and non-U.S. issuers.
The portfolio will not invest more than 5% of its total assets (at time of
purchase) in the securities of emerging markets issuers.


The  portfolio  uses a  "growth"  style of  management  and  seeks to  invest in
companies  with above  average  potential  for earnings and revenue  growth.  To
select growth stocks, Pioneer employs due diligence and fundamental research, an
evaluation  of the issuer  based on its  financial  statements  and  operations.
Pioneer relies on the  knowledge,  experience and judgment of its staff who have
access to a wide variety of research.  Pioneer  focuses on the quality and price
of  individual  issuers  and  economic  sector  analysis,  not on market  timing
strategies. Factors Pioneer looks for in selecting investments include:

|X| Issuer has strong fundamentals relative to its industry,  such as increasing
    or sustainable demand for technological change
|X| Issuers in countries expected to have  economic and market  environments
    that will  support the  development, advancement or use of science and
    technology

|X| Market leadership in a company's primary products and services
|X| Favorable expected returns relative to perceived risk
|X| A sustainable  competitive  advantage  such as a brand name,  customer base,
    proprietary  technology or economies of scale
|X| Estimated private market value in  excess  of  current  stock  price.
    Private  market  value  is the  price an independent investor  would pay to
     own the entire company

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:


|X| The stock  market goes down (this risk may be greater in the short term)
|X| Growth or science and technology stocks fall out of favor with investors
|X| The portfolio's investments do not have the growth potential
    originally expected


The  portfolio  also has the risks  associated  with its focus on  investing  in
companies in the rapidly  changing fields of science or technology.  Compared to
companies in more developed market sectors,  companies that focus on science and
technology, and the market for their common stocks, may:

|X|  Experience  unusually  high  price  volatility,  both in terms of gains and
     losses  and,  as a  result,  have  the  potential  for wide  variations  in
     performance due to the special risks associated with these stocks
|X|  Market products or services that at first appear  promising but that do not
     prove  commercially  successful  or that become  obsolete more quickly than
     anticipated
|X|  Be adversely affected by developing government regulation and policies


AN INVESTMENT IN THE PORTFOLIO MAY ALSO INVOLVE A HIGH DEGREE OF RISK TO THE
EXTENT THAT THE PORTFOLIO INVESTS IN NON-U.S. ISSUERS. Investments in non-U.S.
issuers may involve unique risks compared to investing in securities of U.S.
issuers. These risks are more pronounced to the extent that the portfolio
invests in issuers in emerging markets or focuses its non-U.S. investments in
any one region. These risks may include:

|X|  Less information about non-U.S. issuers or markets may be available due to
     less rigorous disclosure or accounting standards or regulatory practices
|X|  Many non-U.S. markets are smaller, less liquid and more volatile than U.S.
     markets.  In a changing market, Pioneer may not be able to sell the
     portfolio's securities in amounts and at prices Pioneer considers
     reasonable

|X|  Adverse  effect of currency  exchange  rates or controls on the value
     of the portfolio's   investment
|X|  Economic,   political,   economic  and  social developments  that
     adversely  affect the securities  markets
|X| Withholding and other non-U.S. taxes may decrease the portfolio's return


To the extent that the portfolio  invests in small- and mid-size  companies,  it
will also have the risks associated with investing in these companies.  Compared
to large companies,  smaller companies,  and the market for their common stocks,
are likely to:
|X| Be more sensitive to changes in the economy, earnings results
    and  investor  expectations
|X| Have more  limited  product  lines and  capital resources
|X| Experience  sharper swings in market values
|X| Be harder to sell at the times and prices Pioneer thinks appropriate

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

THE PORTFOLIO'S PERFORMANCE

Since the  portfolio is newly  organized,  it does not disclose any  performance
information.  The  portfolio's  performance  will vary  from year to year.  Past
performance  does not  necessarily  indicate how a portfolio will perform in the
future. As a shareowner, you may lose or make money on your investment.


<PAGE>


OTHER INVESTMENT STRATEGIES

As discussed,  the portfolio invests primarily in equity securities of companies
expected  to benefit  from the  development,  advancement  or use of science and
technology.

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).

DEBT SECURITIES


The  portfolio  may invest the balance of its assets in debt  securities of U.S.
corporate and governmental  issuers.  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 lower  quality  debt  securities
including below  investment grade  convertible  debt  securities.  The portfolio
invests in debt securities  when Pioneer  believes that they are consistent with
the portfolio's investment objective,  to diversify the portfolio's  investments
or for greater liquidity.


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 the  portfolio's  debt securities
include rising  interest rates or a reduction in the perceived  creditworthiness
of the issuer of the  security.  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.  Below  investment grade debt securities
involve a greater risk of loss, are subject to greater price  volatility and are
less liquid,  especially  during  periods of economic  instability,  than higher
quality debt securities.

MANAGEMENT

PORTFOLIO MANAGER


Day-to-day management of the portfolio's investments is the responsibility of
co-managers Thomas A. Crowley, Kenneth G. Fuller and Robert C. Junkin. Mr.
Crowley is a vice president of Pioneer. He joined Pioneer in 1996 as an analyst.
Prior to joining Pioneer, Mr. Crowley was an electrical engineer for GTE from
1989 to 1996. Mr. Fuller is a senior vice president of Pioneer. He joined
Pioneer in October 1999 and has been an investment professional since 1975.
Prior to joining Pioneer, Mr. Fuller was a principal and analyst at Manley
Fuller Asset Management from 1994 to 1999. Mr. Junkin joined Pioneer in 1997 as
an analyst and has been an investment professional since 1993. Prior to joining
Pioneer, Mr. Junkin was a vice president and analyst at ABN AMRO from 1995 to
1996.

Mr. Crowley, Mr. Fuller and Mr. Junkin are supported by a team of portfolio
managers and analysts focusing on the securities of companies Pioneer expects to
benefit from the development, advancement and use of science or technology. This
team manages and provides research for the portfolio and other Pioneer mutual
funds with similar investment objectives or styles.

Mr. Crowley, Mr. Fuller, Mr. Junkin and the portfolio management 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, most recently as chief investment officer at another
investment adviser.


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 0.75% 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 and, if necessary, to limit other operating expenses of the
portfolio to the extent required to reduce Class I expenses to 1.25% of the
portfolio's average daily net assets attributable to Class I shares. The portion
of portfolio expenses attributable to Class II shares will be reduced only to
the extent such expenses were reduced for the Class I shares of the portfolio.
This agreement is voluntary and temporary and may be revised or terminated at
any time.


DISTRIBUTIONS

The portfolio generally pays any distributions of net short- and long-term
capital gains in June. The portfolio pays dividends from net investment income,
if any, annually. The portfolio may pay additional distributions and dividends
at other times if necessary for the portfolio to avoid a federal tax.


<PAGE>


Common portfolio investment policies

Some  policies of the  portfolios  are stated as a percentage  of assets.  These
percentages are applied at the time of purchase of a security and subsequent may
be exceeded because of changes in the value of a portfolio's  investments.  If a
rating organization downgrades the quality rating assigned to one or more of the
fund's  portfolio  securities,  Pioneer will consider what actions,  if any, are
appropriate  including selling the downgraded security or purchasing  additional
securities as soon as it is prudent to do so.

TEMPORARY INVESTMENTS


Normally,  each portfolio  invests  substantially  all of its assets to meet its
investment  objective.  For temporary defensive purposes, a portfolio may depart
from its principal investment strategies and invest part or all of its assets in
securities  with remaining  maturities of less than one year or may hold cash or
cash equivalents.  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 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 limit their use to hedging. However, each
portfolio may use derivatives for a variety of non-principal purposes,
including:


|X| As a hedge against adverse changes in stock market prices, interest rates
    or currency exchange rates
|X| As a substitute for purchasing or selling securities
|X| To increase the portfolio's return as a non-hedging strategy that may be
    considered speculative

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.

MANAGEMENT

Pioneer,   the  portfolios'   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,
1999, the firm had more than $24 billion in assets under management worldwide
including more than $23 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.

DISTRIBUTION PLAN

The  portfolios  have  adopted  plans of  distribution  for  Class II  shares in
accordance with Rule 12b-1 under the Investment  Company Act of 1940.  Under the
plans, each portfolio pays to Pioneer Funds Distributor, Inc. a distribution fee
of 0.25% of the  average  daily  net  assets  attributable  to Class II  shares.
Because these fees are an ongoing  expense,  over time they increase the cost of
an investment and the shares may cost more than shares that are not subject to a
distribution fee.

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 certain
qualified  pension  and  retirement  plans  (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


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  portfolio  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 portfolio  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.

[text box]
SHARE PRICE

The net asset value per share  calculated on the day of a transaction,  is often
referred to as the share price.

[end text box]

INVESTMENTS IN SHARES OF 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 Qualified  Plans.  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.

[text box]
SINCE YOU MAY NOT DIRECTLY  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.

[end text box]

The  interests  of Variable  Contracts  and  Qualified  Plans  investing  in the
portfolios  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  request in good order from 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 transactions in shares or postpone payment dates when trading on the New
York Stock Exchange is closed or restricted, when an emergency exists that makes
it impracticable for the portfolio to sell or value its portfolio  securities or
with the permission of the Securities and Exchange Commission.


<PAGE>


PIONEER VARIABLE CONTRACTS TRUST

CLASS II 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. Call 202-942-8090 for information. The
Commission  charges a fee for copies. You can get the same information free from
the Commission's  EDGAR database on the Internet  (http://www.sec.gov).  You may
also e-mail requests for these documents to [email protected] or make a request
in  writing to the  Commission's  Public  Reference  Section,  Washington,  D.C.
20549-0102 .

(Investment Company Act file no. 811-08786)

PIONEER FUNDS DISTRIBUTOR, INC.

60 STATE STREET
BOSTON, MA 02109

WWW.PIONEERFUNDS.COM

                                                                   xxxx-oo-xxxx
                                             (C)Pioneer Funds Distributor, Inc.


                                                                  MARCH 29, 2000




                                 SUPPLEMENT TO
                       STATEMENT OF ADDITIONAL INFORMATION
                                   MAY 3, 1999
                              REVISED JULY 29, 1999

                        PIONEER VARIABLE CONTRACTS TRUST

The following information supplements the corresponding section of the statement
of additional information (SAI). Please consult the SAI for the full text of the
revised sections.

INVESTMENT POLICIES, RISKS AND RESTRICTIONS

The third sentence of the first paragraph is replaced as follows:

The fund currently consists of the following 15 distinct portfolios: Emerging
Markets Portfolio, International Growth Portfolio, Europe Portfolio, Science &
Technology Portfolio, Capital Growth Portfolio, Growth Shares Portfolio, Real
Estate Growth Portfolio, Growth and Income Portfolio, Equity-Income Portfolio,
Balanced Portfolio, High Yield Portfolio, Swiss Franc Bond Portfolio, Strategic
Income Portfolio, America Income Portfolio and Money Market Portfolio.

INVESTMENT OBJECTIVES AND CERTAIN POLICIES OF THE PORTFOLIOS

The following are added as the fourth and eleventh portfolios in the section:

SCIENCE & TECHNOLOGY PORTFOLIO seeks capital growth through investment in the
common stock and other equity securities of companies expected to benefit from
the development, advancement or use of science or technology.

Normally, the portfolio invests at least 65% of its total assets (at time of
purchase) in the common stock and other equity securities of companies Pioneer
Investment Management, Inc., the portfolio's investment adviser, expects to
benefit from the development, advancement or use of science or technology. The
portfolio considers securities that trade like common stocks, such as
convertible debt, warrants, and preferred stocks, to be equity securities.

The portfolio has the flexibility to invest in any company or industry that
Pioneer believes will benefit from the development, advancement or use of
science or technology. The portfolio's holdings are likely to include companies
from industries directly related to technological and scientific development.
The portfolio's holdings may include companies from industries outside the
technology and science industries if Pioneer believes such companies may benefit
from the use of scientific or technological discoveries and developments.

                                   1
<PAGE>
HIGH YIELD PORTFOLIO seeks to maximize total return through a combination of
income and capital appreciation. The portfolio invests in below investment grade
(high yield) debt securities and preferred stocks to maximize total return.

Normally, the portfolio invests at least 65% of its total assets (at the time of
purchase) in below investment grade (high yield) debt securities and preferred
stocks. These high yield securities may be convertible into the equity
securities of the issuer. Debt securities rated below investment grade are
commonly referred to as "junk bonds" and are considered speculative. Below
investment grade 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 rated debt securities.

The portfolio's investments may have fixed or variable principal payments and
all types of interest rate and dividend payment and reset terms, including fixed
rate, adjustable rate, zero coupon, contingent, deferred, payment in kind and
auction rate features. The portfolio invests in securities with a broad range of
maturities.

INVESTMENT RESTRICTIONS

The following is inserted immediately following the first paragraph of the
section:

FUNDAMENTAL INVESTMENT RESTRICTIONS. The portfolio has adopted certain
investment restrictions which, along with the portfolio's investment objective,
may not be changed without the affirmative vote of the holders of a "majority of
the outstanding voting securities" (as defined in the 1940 Act) of the
portfolio. Statements in italics are not part of the restriction. For this
purpose, a majority of the outstanding shares of the portfolio means the vote of
the lesser of:

(i)  67% or more of the shares represented at a meeting, if the holders of more
     than 50% of the outstanding shares are present in person or by proxy, or

(ii) more than 50% of the outstanding shares of the portfolio.

RESTRICTIONS THAT APPLY TO SCIENCE & TECHNOLOGY PORTFOLIO
AND HIGH YIELD PORTFOLIO:

Each portfolio may not:

(1) Issue senior securities, except as permitted by the 1940 Act and the rules
and interpretive positions of the SEC thereunder. SENIOR SECURITIES THAT THE
PORTFOLIO MAY ISSUE IN ACCORDANCE WITH THE 1940 ACT INCLUDE BORROWING, FUTURES,
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES AND FORWARD FOREIGN CURRENCY
EXCHANGE TRANSACTIONS.

(2) Borrow money, except the portfolio may: (a) borrow from banks or through
reverse repurchase agreements in an amount up to 33 1/3% of the portfolio's
total assets (including the amount borrowed); (b) to the extent permitted by
applicable law, borrow up to an additional 5% of the portfolio's assets for
temporary purposes; (c) obtain such short-term credits as are necessary for the
clearance of portfolio transactions; (d) the portfolio may purchase securities
on margin to the extent permitted by applicable law; and (e) engage in
transactions in mortgage dollar rolls that are accounted for as financings.

                                   2
<PAGE>

(3) Invest in real estate, except that the portfolio may invest in securities of
issuers that invest in real estate or interests therein, securities that are
secured by real estate or interests therein, securities of real estate
investment trusts and mortgage-backed securities.

(4) Make loans, except by the purchase of debt obligations, by entering into
repurchase agreements or through the lending of portfolio securities.

(5) Invest in commodities or commodity contracts, except that the portfolio may
invest in currency instruments and contracts and financial instruments and
contracts that might be deemed to be commodities and commodity contracts. A
FUTURES CONTRACT, FOR EXAMPLE, MAY BE DEEMED TO BE A COMMODITY CONTRACT.

(6) Act as an underwriter, except as it may be deemed to be an underwriter in a
sale of restricted securities held in its portfolio.


It is the fundamental policy of each portfolio not to concentrate its
investments in securities of companies in any particular industry. In the
opinion of the SEC, investments are concentrated in a particular industry if
such investments aggregate 25% or more of the portfolio's total assets. A
portfolio's policy does not apply to investments in U.S. government securities.
Although each portfolio is classified as non-diversified for purposes of the
1940 Act, each portfolio will comply with the diversification requirements of
the Internal Revenue Code of 1986, as amended, applicable to regulated
investment companies.


NON-FUNDAMENTAL INVESTMENT RESTRICTIONS. The following restriction has been
designated as non-fundamental and may be changed by a vote of a portfolio's
Board of Trustees without approval of shareholders.

The portfolio may not:

(1) Purchase securities while borrowings are in excess of 5% of total assets.

                                   3



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