PIONEER VARIABLE CONTRACTS TRUST /MA/, 485APOS, 2000-01-12

PIONEER VARIABLE CONTRACTS TRUST /MA/
485APOS, 2000-01-12

Previous: WEBS INDEX FUND INC, SC 13G/A, 2000-01-12

Next: AMERICAN BINGO & GAMING CORP, 4, 2000-01-12

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

As Filed with the Securities and Exchange Commission on January 12, 2000

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. _12_ /_X__/

and/or

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

Amendment No. 13 /_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)
_X_ 75 days after filing pursuant to paragraph (a)(2)
___ on [date] pursuant to paragraph (a)(2) of Rule 485

<PAGE>

STATEMENT OF INCORPORATION BY REFERENCE

The Class I Shares prospectus (12 portfolios), the Capital Growth and Real
Estate Growth Portfolio Class I shares prospectus and the Class II Shares
prospectus (9 portfolios) filed on April 30, 1999 (Accession No.
0000930709-99-00013), the Equity-Income Portfolio Class I and II prospectus
filed on July 16, 1999 (Accession No. 0000930709-99-00013) the supplements to
the Class I and Class II prospectuses filed on July 29, November 9 and November
24, 1999, (Accession Nos. 0000930709-99-000020, 0000930709-99-000025 and
0000930709-99-000027, respectively,) and the Trust's statement of additional
information as filed on July 29, 1999 (Accession No. 0000930709-99-000020) are
hereby are incorporated by reference in their entirety into this Post-Effective
Amendment No. 12.
<PAGE>
1
Pioneer Variable Contracts Trust
CLASS I SHARES PROSPECTUS
MARCH 27, 2000
<TABLE>
<S> <C>
INTRODUCTION PORTFOLIOS
Pioneer Variable Contracts Trust is an open-end
management investment company that currently consists STRATEGIC FOCUS
of sixteen distinct portfolios. Pioneer Investment
Management, Inc. is the investment adviser to each SCIENCE & TECHNOLOGY invests for capital growth in
portfolio. Class I shares of the High Yield and common stock and other equity securities of
Science & Technolgy portfolios are offered through companies expected to benefit from the development,
this prospectus. Shares of the portfolios are offered advancement or use of science or technology.
primarily to insurance companies to fund the benefits
under variable annuity and variable life insurance HIGH YIELD invests in below investment grade (high
contracts (Variable Contracts) issued by their yield) debt securities and preferred stocks to
companies. You may obtain certain tax benefits by maximize total return.
purchasing a Variable Contract.

Each portfolio has its own distinct investment CONTENTS
objective and policies. In striving to meet its
objective, each portfolio will face the challenges of Basic information about the portfolios....... X
changing business, economic and market conditions.
Each portfolio offers different levels of potential Common portfolio investment policies......... XX
return and risks. These risks are discussed in the
description of each portfolio. Management................................... XX
No single portfolio constitutes a complete investment
plan. Each portfolio's share price, yield and total Distributions and taxes...................... XX
return will fluctuate and an investment in a
portfolio may be worth more or less than the original Shareholder information...................... XX
cost when shares are redeemed.

Each portfolio complies with various insurance An investment in a portfolio is not a bank
regulations. Please read your insurance company's deposit and is not insured or guaranteed by the
separate account prospectus for more specific and Federal Deposit Insurance Corporation or any
information relating to insurance regulations and other government agency
instructions on how to invest among the portfolios
through a Variable Contract.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR 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 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, employs due diligence and fundamental research, an
evaluation of the issuer based on its financial statements and operation.
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 positive economic and market
environments that will be positive
|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 be willing
to pay to own the entire company

2
<PAGE>
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 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. These risks
will be more pronounced to the extent that the portfolio concentrates its
investments in one or more technology industry. 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 the lesser developed emerging markets or 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 investments
|X| 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.

3
<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 and offer the potential for capital growth,
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 and Kenneth G. Fuller. 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. Crowley and Mr. Fuller 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 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.__% 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 _.__% of the portfolio's average daily
net assets. 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 November. 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.

4
<PAGE>

Basic information about High Yield Portfolio

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.

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 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 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. 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 c redit 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

5
<PAGE>
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.

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

DEBT SECURITIES
The portfolio may invest in convertible bonds and preferred stock 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.

6
<PAGE>
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 these securities 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.

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 concentrates such 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 might 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| 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.

7
<PAGE>
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.__% 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 _.__% of the portfolio's average daily
net assets. 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 the date of sale. Dividends are normally paid on the last
business day of each month. The portfolio makes distributions from net 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.

8
<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. Each portfolio may invest the remainder of its assets in
securities with a remaining maturities of less than one year or may hold cash or
cash equivalents. For temporary defensive purposes, a portfolio may depart from
its principal investment strategies and invest part or all of its assets in
these securities or may hold cash. 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 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,
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.

9
<PAGE>
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]

10
<PAGE>
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.

11
<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-00-xxxx
(C)Pioneer Funds Distributor, Inc.
<PAGE>

Pioneer Variable Contracts Trust
CLASS II SHARES PROSPECTUS
MARCH 27, 2000
<TABLE>
<S> <C>
INTRODUCTION PORTFOLIOS
Pioneer Variable Contracts Trust is an open-end
management investment company that currently consists STRATEGIC FOCUS
of sixteen distinct portfolios. Pioneer Investment
Management, Inc. is the investment adviser to each SCIENCE & TECHNOLOGY invests for capital growth in
portfolio. Class II shares of the High Yield and common stock and other equity securities of
Science & Technolgy portfolios are offered through companies expected to benefit from the development,
this prospectus. Shares of the portfolios are offered advancement or use of science or technology.
primarily to insurance companies to fund the benefits
under variable annuity and variable life insurance HIGH YIELD invests in below investment grade (high
contracts (Variable Contracts) issued by their yield) debt securities and preferred stocks to
companies. You may obtain certain tax benefits by maximize total return.
purchasing a Variable Contract.

</TABLE>

<PAGE>

Basic information about Science & Technology Portfolio

INVESTMENT OBJECTIVE
Capital growth

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

2
<PAGE>

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 technology stocks fall out of favor with investors
|X| The portfolio's investments do not have the growth potential
originally expected

3
<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.

MANAGEMENT

4
<PAGE>

Basic information about High Yield Portfolio

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

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 c redit 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

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

8
<PAGE>

Common portfolio investment policies

MANAGEMENT

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

DISTRIBUTION PLAN
The portfolios have adopted plans of distibution 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 II 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.

SHAREHOLDER INFORMATION

Net asset values

[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]

10
<PAGE>
INVESTMENTS IN SHARES OF THE PORTFOLIOS

SELLING

11
<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.

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

(Investment Company Act file no. 811-08786)

PIONEER FUNDS DISTRIBUTOR, INC.

60 STATE STREET
BOSTON, MA 02109

WWW.PIONEERFUNDS.COM

xxxx-00-xxxx
(C)Pioneer Funds Distributor, Inc.

<PAGE>

MARCH 27, 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 may concentrate its investments by investing more than 25% of its
total assets in one or more technology industries. For this purpose, a
technology industry is any group of companies whose principal business
activities include the development, manufacture or marketing of a science or
technology product or service. Additionally, 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.

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.

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.

With respect to High Yield Portfolio Only:

It is the fundamental policy of the 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. The portfolio's policy
does not apply to investments in U.S. government securities. Although the
portfolio is classified as non-diversified for purposes of the 1940 Act, the
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 the 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
<PAGE>

PART C

OTHER INFORMATION

Item 23. Exhibits.

Amended Form N-1A
Exhibit Reference

(a) 1.1 Amended Agreement and Declaration of Trust of the
Registrant.(1)
(a) 1.2 Amended Certificate of Trust of the Registrant.(1)
(a) 1.3 Amendment to the Amended Agreement and
Declaration of Trust of the Registrant.(2)
(a) 1.4 Form of Amendment to the Amended Agreement and
Declaration of Trust of the Registrant.(3)
(a) 1.5 Form of Amendment to the Amended Agreement and
Declaration of Trust.(7)
(a) 1.6 Form of Amendment to the Amended Agreement and
Declaration of Trust.(8)
(b) 2. Amended By-Laws of the Registrant.(1)
(c) 4. None.
(d) 5.1 Management Contract between the Registrant, on
behalf of each of its series other than Real Estate
Growth Portfolio and Swiss Franc Bond Portfolio,
and Pioneering Management Corporation.(1)
(d) 5.2 Interim Management Contract between the Registrant,
on behalf of Real Estate Growth Portfolio and
Pioneering Management Corporation.(1)
(d) 5.3 Management Contract between the Registrant, on
behalf of Real Estate Growth Portfolio and
Pioneering Management Corporation.(4)
(d) 5.4 Form of Management Contract between the Registrant,
on behalf of Swiss Franc Bond Portfolio and
Pioneering Management Corporation.(1)
(d) 5.5 Subadvisory Agreement among Pioneering Management
Corporation, Boston Financial Securities, Inc. and
the Registrant on behalf of Real Estate Growth
Portfolio.(5)
(d) 5.6 Form of Management Contract between the Registrant,
on behalf of Growth Shares Portfolio and
Pioneering Management Corporation.(2)
(d) 5.7 Form of Management Contract between the Registrant,
on behalf of Growth and Income Portfolio and
Pioneering Management Corporation.(2)
(d) 5.8 Form of Management Contract between the Registrant,
on behalf of Emerging Markets Portfolio and
Pioneering Management Corporation.(3)
(d) 5.9 Form of Management Contract between the Registrant,
on behalf of Europe Portfolio and Pioneering
Management Corporation.(3)
(d) 5.10 Form of Management Contract between the Registrant,
on behalf of Strategic Income Portfolio, and
Pioneer Investment Management, Inc. (formerly
Pioneering Management Corporation.)(7)
(d) 5.11 Form of Management Contract between the Registrant,
on behalf of High Yield Portfolio and Pioneer
Investment Management, Inc.(8)
(d) 5.12 Form of Management Contract between the Registrant,
on behalf Science & Technology Portfolio and
Pioneer Investment Management, Inc.(8)
(e) 6. Underwriting Agreement between the Registrant and
Pioneer Funds Distributor, Inc.(1)
(f) 7. None.
(g) 8. Custody Agreement between the Registrant and Brown
Brothers Harriman & Co.(1)
(h) 9. Form of Investment Company Service Agreement
between the Registrant and Pioneering Services
Corporation.(1)
(h) 9.1 Administration Agreement between the Trust and
Pioneer Investment Management, Inc. (formerly
Pioneering Management Corporation.(6)
(i) 10. Opinion of Counsel(1)
(j) 11. Consent of Arthur Andersen LLP(9)
(k) 12. None.
(l) 13. Share Purchase Agreement.(1)
(m) 15. Form of Distribution Plan relating to Class II
shares.(7)
(n) 18. Form of Multiple Class Plan pursuant to Rule 18f-3
relating to Class II shares.(3)
(o) Not applicable.
(p) Code of Ethics(9)
n/a 19. Powers of Attorney.(6)
n/a 19.1 Power of Attorney for E. Reckard (8)
- ------------------------

(1) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 1 to the Registration Statement (File No. 33-84546)
as filed with the Securities and Exchange Commission (the "SEC") on August 17,
1995.

(2) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 6 to the Registration Statement (File No. 33-84546)
as filed with the SEC on August 18, 1995.

(3) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 8 to the Registration Statement (File No. 33-84546)
as filed with the SEC on July 16, 1998 (Accession No. 0000930709-98-000013).

(4) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 3 to the Registration Statement (File No. 33-84546)
as filed with the SEC on February 29, 1996 (Accession No. 0000930709-96-000013).

(5) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 4 to the Registration Statement (File No. 33-84546)
as filed with the SEC on April 30, 1995 (Accession No. 0000930709-99-000016).

(6) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 9 to the Registration Statement (File No. 33-84546)
as filed with the SEC on February 16, 1999 (Accession No. 0000930709-99-000002).

(7) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 11 to the Registration Statement (File No.33-84546)
as filed with the SEC on June 4, 1999 (Accession No. 0000930709-99-000016).

(8) Filed herewith.

(9) To be filed by amendment.

Item 24. Persons Controlled By or Under
Common Control With Registrant.

None.

Item 25. Indemnification.

Except for the Agreement and Declaration of Trust dated September 16,
1994, as amended January 25, 1995 (the "Declaration"), establishing the
Registrant as a business trust under Delaware law, there is no contract,
arrangement or statute under which any director, officer, underwriter or
affiliated person of the Registrant is insured or indemnified. The Declaration
provides that no Trustee or officer will be indemnified against any liability to
which the Registrant would otherwise be subject by reason of or for willful
misfeasance, bad faith, gross negligence or reckless disregard of such person's
duties.

Insofar as indemnification for liability arising under the Securities
Act of 1933, as amended (the "Act"), may be available to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

Item 26. Business and Other Connections of Investment Adviser.
Pioneer Investment Management, Inc. ("Pioneer Investments") is a registered
investment adviser under the Investment Advisers Act of 1940, as amended, and is
a wholly owned subsidiary of The Pioneer Group, Inc. ("Pioneer"). Pioneer
Investments manages investment companies, pension and profit sharing plans,
trusts, estates or charitable organizations and other corporations or
business entities.

To the knowledge of the Fund, none of Pioneer Investments' directors
or executive officers is or has been during their employment with Pioneer
Investments engaged in any other business, profession, vocation or employment
of a substantial nature for the past two fiscal years, except as noted below.
Certain directors and officers, however, may hold or may have held various
positions with, and engage or have engaged in business for, the investment
companies that Pioneer Investments manages, Pioneer and/or other Pioneer
subsidiaries.

OTHER BUSINESS, PROFESSION, VOCATION OR
EMPLOYMENT OF SUBSTANTIAL NATURE WITHIN LAST TWO
NAME OF DIRECTOR/OFFICER FISCAL YEARS

John F. Cogan, Jr. Of Counsel to Hale and Dorr LLP, 60 State
Street, Boston, Massachusetts 02109

Joseph P. Barri Senior Partner, Hale and Dorr LLP, 60 State
Street, Boston, Massachusetts 02109

Margaret D. Patel Portfolio Manager, EQSF Advisers, Inc.,
767 Third Avenue
New York, NY 10017-2023

Item 27. Principal Underwriters

(a) See "Management of the Fund" in the Statement of Additional
Information.

(b) Directors and officers of Pioneer Funds Distributor, Inc.:

POSITIONS AND OFFICES WITH POSITIONS AND OFFICES WITH
NAME UNDERWRITER FUND

John F. Cogan, Jr. Director and Chairman Chairman of the Board,
President and Trustee

David D. Tripple Director and President Executive Vice President and
Trustee

Steven M. Graziano Director and Executive None
Vice President

William A. Misata Senior Vice President None

Constance D. Spiros Senior Vice President None

Marcy L. Supovitz Senior Vice President None

C-2

<PAGE>

Mark R. Kiniry Vice President, Regional
Director, Sales None

Barry G. Knight Vice President None

William H. Spencer Vice President, Regional
Director, Sales None

Elizabeth A. Watson Vice President, Compliance None

Steven R. Berke Assistant Vice President,
Blue Sky None

Eric W. Reckard Treasurer Treasurer

Vincent Nave Assistant Treasurer None

Joseph P. Barri Clerk Secretary

Robert P. Nault Assistant Clerk Assistant Secretary

The principal business address of each of these individuals is 60 State Street,
Boston, Massachusetts 02109-1820.

Item 28. Location of Accounts and Records

The accounts and records are maintained at the Fund's office at
60 State Street, Boston, Massachusetts 02109; contact the Treasurer.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, duly authorized, in the
City of Boston and The Commonwealth of Massachusetts, on the 12th day of
January, 2000.

PIONEER VARIABLE CONTRACTS TRUST

By: /s/ John F. Cogan, Jr.
--------------------------
John F. Cogan, Jr.
Chairman and President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated:

Signature Title Date

/s/ John F. Cogan, Jr. )
John F. Cogan, Jr. Chairman of the Board )
and President )
(Principal Executive )
Officer) )
)
)
/s/ Eric W. Reckard )
Eric W. Reckard Chief Financial Officer )
and Treasurer (Principal)
Financial and Accounting)
Officer) )
)
Trustees: )
)
)
John F. Cogan, Jr.* )
John F. Cogan, Jr. )
)
Richard H. Egdahl* )
Richard H. Egdahl )
)
)
Marguerite A. Piret* )
Marguerite A. Piret )
)
)
David D. Tripple* )
David D. Tripple )
)
)
Stephen K. West* )
Stephen K. West )

*By: /s/John F. Cogan, Jr. Dated: January 12, 2000
--------------------------------
John F. Cogan, Jr.
Attorney-in-fact

<PAGE>

Exhibit Index

Exhibit
Number Document Title

a 1.5 Form of Amendment to Amended Agreement
and Declaration of Trust

d 5.11 Form of Management Contract for Science & Technology Portfolio

d 5.12 Form of Management Contract for High Yield Portfolio

AMENDMENT
To the Amended Agreement and
Declaration of Trust of
Pioneer Variable Contracts Trust

The undersigned, being at least a majority of the Trustees of Pioneer
Variable Contracts Trust, a Delaware business trust (the "Trust") do hereby
amend the Agreement and Declaration of Trust dated September 16, 1994, as
amended as of July 1, 1998 (the "Declaration") as follows, such amendments to
become effective on the date hereof:

Pursuant to Article IX, Section 8 of the Declaration, the following are
added to the list of the series of the Trust set forth at the end of the second
sentence of Article 5, Section 1 (and as subject to such amendments as have been
effected from time to time):

Science & Technology Portfolio; and
High Yield Portfolio

IN WITNESS WHEREOF, the undersigned being all the Trustees of the Trust
have executed this instrument as of _________________, 2000.

- ---------------------------- ----------------------------
John F. Cogan, Jr. David D. Tripple
as trustee and not individually as trustee and not individually

- ---------------------------- ----------------------------
Richard H. Egdahl, M.D. Stephen K. West
as trustee and not individually as trustee and not individually

- ----------------------------
Marguerite A. Piret
as trustee and not individually

FORM OF
MANAGEMENT CONTRACT

THIS AGREEMENT dated this ___ day of ________________, 2000 between
Pioneer Variable Contracts Trust, a Delaware business trust (the "Trust"), on
behalf of Science & Technology Portfolio (the "Portfolio"), and Pioneer
Investment Management, Inc., a Delaware corporation (the "Manager").

W I T N E S S E T H

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

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

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

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

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

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

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

(b) The Manager shall pay directly or reimburse the Trust for: (i) the
compensation (if any) of the Trustees who are affiliated with, or
"interested persons" (as defined in the 1940 Act) of, the Manager and
all officers of the Trust as such; and (ii) all expenses not
hereinafter specifically assumed by the Trust where such expenses are
incurred by the Manager or by the Trust in connection with the
management of the affairs of, and the investment and reinvestment of
the assets of, the Portfolio.

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

(d) In addition to the expenses described in Section 2(c) above, the
Trust, on behalf of the Portfolio, shall pay all brokers' and
underwriting commissions chargeable to the Trust in connection with
securities transactions to which the Portfolio is a party.

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

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

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

4. It is understood that the Manager may employ one or more sub-investment
advisers (each a "Subadviser") to provide investment advisory services to the
Portfolio by entering into a written agreement with each such Subadviser;
provided, that any such agreement first shall be approved by the vote of a
majority of the Trustees, including a majority of the Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Trust, the Manager or
any such Subadviser, at a meeting of Trustees called for the purpose of voting
on such approval and by the affirmative vote of a "majority of the outstanding
voting securities" (as defined in the 1940 Act) of the Portfolio. The authority
given to the Manager in Sections 1 through 6 hereof may be delegated by it under
any such agreement; provided, that any Subadviser shall be subject to the same
restrictions and limitations on investments and brokerage discretion as the
Manager. The Trust agrees that the Manager shall not be accountable to the
Portfolio or the Portfolio's shareholders for any loss or other liability
relating to specific investments directed by any Subadviser, even though the
Manager retains the right to reverse any such investment, because, in the event
a Subadviser is retained, the Trust and the Manager will rely almost exclusively
on the expertise of such Subadviser for the selection and monitoring of specific
investments.

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

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

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

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

7. This Agreement shall become effective on the date hereof and shall remain in
force until ____________, 2002 and from year to year thereafter, but only so
long as its continuance is approved annually by a vote of the Trustees of the
Trust voting in person, including a majority of its Trustees who are not parties
to this Agreement or "interested persons" (as defined in the 1940 Act) of any
such parties, at a meeting of Trustees called for the purpose of voting on such
approval or by a vote of a "majority of the outstanding voting securities" (as
defined in the 1940 Act) of the Portfolio, subject to the right of the Trust and
the Manager to terminate this contract as provided in Section 8 hereof.

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

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

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

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

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

13. This Agreement and all performance hereunder shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.

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

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

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

ATTEST: PIONEER VARIABLE CONTRACTS TRUST
on behalf of Science
& Technology Portfolio

By:________________________ ________________________
Joseph P. Barri By:
Secretary Its:

ATTEST: PIONEER INVESTMENT
MANAGEMENT, INC.

By:________________________ ________________________
Joseph P. Barri By:
Secretary Its:

FORM OF
MANAGEMENT CONTRACT

THIS AGREEMENT dated this ___ day of ________________, 2000 between
Pioneer Variable Contracts Trust, a Delaware business trust (the "Trust"), on
behalf of High Yield Portfolio (the "Portfolio"), and Pioneer Investment
Management, Inc., a Delaware corporation (the "Manager").

W I T N E S S E T H

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

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

13. This Agreement and all performance hereunder shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.

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

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

ATTEST: PIONEER VARIABLE CONTRACTS TRUST
on behalf of High Yield Portfolio

By:________________________ ________________________
Joseph P. Barri By:
Secretary Its:

ATTEST: PIONEER INVESTMENT
MANAGEMENT, INC.

By:________________________ ________________________
Joseph P. Barri By:
Secretary Its: