PIONEER VARIABLE CONTRACTS TRUST /MA/, 485APOS, 2001-01-18

PIONEER VARIABLE CONTRACTS TRUST /MA/
485APOS, 2001-01-18

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File No. 33-84546
File No. 811-08786

As Filed with the Securities and Exchange Commission on January 18, 2001

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. 18 /_X_/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT ___
OF 1940 /_X_/
Amendment No. 19 /_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.

If appropriate, check the following box:

___ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

[Insert Pioneer Investments logo]
Pioneer Variable Contracts Trust
CLASS I SHARES PROSPECTUS
APRIL __, 2001

<TABLE>
<CAPTION>
INTRODUCTION PORTFOLIOS
<S> <C>
Pioneer Variable Contracts Trust is an open-end
investment management company that currently consists STRATEGIC FOCUS
of twenty distinct portfolios. Pioneer Investment
Management, Inc. is the investment adviser to each EUROPE SELECT invests for capital growth by
portfolio. Class I shares of the portfolios are investing in a diversified portfolio of securities
offered through this prospectus. Shares of the consisting primarily of equity securities of
portfolios are offered primarily to insurance European issuers.
companies to fund the benefits under variable annuity
and variable life insurance contracts (Variable GLOBAL FINANCIALS invests for capital growth by
Contracts) issued by their companies. You may obtain investing in a concentrated portfolio of securities
certain tax benefits by purchasing a Variable consisting primarily of equity securities of
Contract. financial services companies.

Each portfolio has its own distinct investment GLOBAL HEALTH CARE invests for capital growth by
objective and policies. In striving to meet its investing in a concentrated portfolio of securities
objective, each portfolio will face the consisting primarily of equity securities of health
challenges of changing business, economic and market care companies.
conditions. Each portfolio offers different levels
of potential return and risks. These risks are GLOBAL TELECOMS invests for capital growth by
discussed in the description of each portfolio. investing in a concentrated portfolio of securities
consisting primarily of equity securities of
No single portfolio constitutes a complete investment telecommunications companies.
plan. Each portfolio's share price, yield and total
return will fluctuate and an investment in a CONTENTS
portfolio may be worth more or less than the original
cost when shares are redeemed. Basic information about the portfolios.......... 1

Each portfolio complies with various insurance Common portfolio investment policies........... 19
regulations. Please read your insurance company's
separate account prospectus for more specific Management..................................... 19
instructions on how to invest among the portfolios
information relating to insurance regulations and Distributions and
through a Variable Contract. taxes.......................................... 20

Shareholder
information.................................... 20

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

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 Pioneer Europe Select VCT Portfolio

INVESTMENT OBJECTIVE
Capital growth.

PRINCIPAL INVESTMENT STRATEGIES
Normally, the portfolio invests at least 80% of its total assets in the equity
securities of European issuers. The portfolio's principal focus will be on
European companies that exhibit strong growth characteristics and are considered
to be leaders in their sector or industry. The portfolio generally focuses on
mid- and large-capitalization European issuers. Equity securities include common
stocks and other equity instruments, such as convertible debt, depositary
receipts, warrants, rights and preferred stocks. The portfolio also may purchase
forward foreign currency exchange contracts in connection with its investments.

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 Investment Management, Inc., the portfolio's
investment adviser, 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 and the
staff of its affiliates 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| Market leadership in a company's primary products or services
|X| Issuer has strong growth characteristics relative to its competitors
|X| Favorable expected returns relative to perceived risk

Pioneer generally sells a portfolio security when Pioneer believes that the
issuer no longer offers the potential for above average earnings and revenue
growth. Pioneer makes that determination based upon the same criteria it uses to
select portfolio securities.

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| European stock markets go down or perform poorly relative to U.S. markets
(this risk may be greater in the short term)
|X| Securities of European issuers or growth stocks fall out of favor with
investors
|X| Mid- to large-capitalization stocks fall out of favor with investors
|X| The portfolio's investments do not have the growth potential originally
expected

Investing in developed European issuers involves unique risks compared to
investing in securities of U.S. issuers. These risks are more pronounced to the
extent that the portfolio invests a significant portion of its investments in
any one European region. These risks may include:
|X| Less information about some European issuers or markets may be available
due to less rigorous disclosure and accounting standards or regulatory
practices
|X| Many European 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 at times, in amounts and at prices Pioneer considers
reasonable
|X| The economies of European countries may grow at slower rates than expected
or suffer a downturn or recession
|X| The U.S. dollar appreciates against European currencies or European
countries impose restrictions on currency conversion or trading
|X| Economic Monetary Union (EMU) and the single European currency may increase
the volatility of European markets

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.

2
<PAGE>

[text box]
EUROPEAN ISSUERS
A European issuer:
|X| Is organized and has a principal business office in a European country;
|X| Derives at least 50% of its total revenue from business transacted in
Europe; or
|X| Has equity securities that trade principally on a stock exchange in Europe.
[end text box]

THE PORTFOLIO'S PAST 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>

FEES AND EXPENSES
These are the fees and expenses, based on estimated expenses for the portfolio's
current fiscal year, you may pay if you invest in the portfolio. THESE FEES AND
EXPENSES DO NOT INCLUDE ANY FEES OR SALES CHARGES IMPOSED BY THE VARIABLE
INSURANCE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION. IF THEY WERE
INCLUDED, YOUR COSTS WOULD BE HIGHER. You should consult your insurance
company's separate account prospectus or disclosure document for more
information.

ANNUAL PORTFOLIO OPERATING EXPENSES
paid from the assets of the portfolio
as a percentage of average daily net assets CLASS I
------------------------------------------------------

Management Fee 1.00%

Distribution and Service (12b-1) Fee None

Other Expenses 1.52%

Total Operating Expenses 2.52%
------------------------------------------------------

Fee Waiver and Expense Limitation(1) (1.02)%

Net Expenses(1) 1.50%
------------------------------------------------------

(1) The expenses in the table above reflect the expense limitation in
effect through December 31, 2001 under which Pioneer has agreed not to
impose all or a portion of its management fee and, if necessary, to
limit other ordinary operating expenses to the extent required to
reduce Class I expenses to 1.50% of the average daily net assets
attributable to Class I shares. Pioneer may subsequently recover
reimbursed expenses from the portfolio if the portfolio's expense ratio
is less than the expense limitation.

EXAMPLE
This example helps you compare the cost of investing in the portfolio with the
cost of investing in other mutual funds. It assumes that: a) you invest $10,000
in the portfolio for the time periods shown, b) you reinvest all dividends and
distributions, c) your investment has a 5% return each year, d) the portfolio's
operating expenses remain the same and e) Pioneer's expense limitation is in
effect for year one.

Although your actual costs may be higher or lower, under these assumptions your
costs would be:

NUMBER OF YEARS YOU OWN YOUR SHARES
-----------------------------------
1 3
--------------------------------------
Class I $ 153 $ 687
--------------------------------------

OTHER INVESTMENT STRATEGIES
As discussed, the portfolio invests primarily in equity securities of European
issuers.

This section describes 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).

INVESTMENT IN DEVELOPING EUROPEAN ISSUERS
The portfolio invests primarily in issuers domiciled in developed European
countries. However, the portfolio may invest up to 20% of its total assets (at
the time of purchase) in securities of European issuers domiciled in Eastern
European nations or emerging European markets.

4
<PAGE>

The risks relating to investment in developed European issuers described above
are more pronounced to the extent the portfolio invests in Eastern European
nations or emerging European markets. Additional risks include:
|X| Economic, political and social developments may adversely affect European
securities markets
|X| Withholding and other non U.S. taxes may decrease the portfolio's return

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

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

INVESTMENTS OTHER THAN EQUITY SECURITIES
The portfolio may invest up to 20% of its total assets (at the time of purchase)
in debt securities of U.S. or non-U.S. corporate and government issuers.
Generally the portfolio acquires debt securities that are investment grade, but
the portfolio may invest up to 5% of its net assets (at the time of purchase) in
below investment grade debt securities. Although investing in debt securities is
not a principal investment strategy of the portfolio, the portfolio invests in
debt securities when Pioneer believes they are consistent with the portfolio's
investment objective 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 debt securities in the
portfolio's include rising interest rates or a reduction in the perceived
creditworthiness of the issuer of the securities. A debt security is investment
grade if it is rated in one of the top four categories by a nationally
recognized securities rating organization or determined to be of equivalent
credit quality by Pioneer. Debt securities rated below investment grade are
commonly referred to as "junk bonds" and are considered speculative. 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 quality debt securities.

MANAGEMENT

PORTFOLIO MANAGER
Day-to-day management of the portfolio is the responsibility of a team of
portfolio managers and analysts supervised by Theresa A. Hamacher, chief
investment officer of Pioneer. Ms. Hamacher joined Pioneer in 1997 and has been
an investment professional since 1984, most recently as chief investment officer
at another investment adviser. This team provides research for the portfolio and
other Pioneer mutual funds with similar objectives or styles. Ms. Hamacher,
assisted by Michael P. Bradshaw, is responsible for monitoring the portfolio and
implementing the team's decisions. Mr. Bradshaw, a vice president of Pioneer,
joined Pioneer in 1997 and has been an investment professional since 1994. Prior
to joining Pioneer, Mr. Bradshaw was a research associate for CIBC Wood Gundy
Securities, Inc. from 1995 to 1997. The team may draw upon the research and
investment management expertise of Pioneer's affiliate, Pioneer Investment
Management Limited.

5
<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 1.00% of the portfolio's average daily net assets. The fee is normally
computed daily and paid monthly.

DISTRIBUTIONS
The portfolio generally pays any distributions of net short- and long-term
capital gains in June. The portfolio generally pays dividends from any net
investment income in December. The portfolio may also pay dividends and capital
gain distributions at other times if necessary for the portfolio to avoid
federal income or excise tax.

6
<PAGE>
Basic information about Pioneer Global Financials VCT Portfolio

INVESTMENT OBJECTIVE
Capital growth.

PRINCIPAL INVESTMENT STRATEGIES
Normally, the portfolio invests at least 65% of its total assets in equity
securities of U.S. and non-U.S. financial services companies. Equity securities
include common stocks and other equity instruments, such as convertible debt,
depositary receipts, warrants, rights and preferred stocks. The portfolio also
may purchase forward foreign currency exchange contracts in connection with its
investments.

The portfolio's holdings are likely to include banks, insurance companies, real
estate-related firms, finance companies, investment advisory companies,
investment banking and brokerage firms, financial holding companies and other
financial service providers.

The portfolio allocates its assets among securities of U.S. and non-U.S.
issuers. The portfolio may invest in securities of issuers located in developing
and emerging economies. At least 65% of the portfolio's assets (at time of
purchase) are allocated among securities of issuers located in at least three
countries, one of which may be the United States.

The portfolio may invest in companies without regard to their market
capitalization, including large-capitalization companies with established track
records and in less established mid- or small-capitalization companies.

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 Investment Management, Inc., the portfolio's
investment adviser, 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 and the
staff of its affiliates 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| A sustainable competitive advantage such as a brand name, customer base or
economies of scale
|X| Issuer has strong fundamentals relative to its competitors, such as
increasing or sustainable demand for its financial services or products
|X| Favorable expected returns relative to perceived risk

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

By investing primarily in financial services companies, the portfolio has the
risks associated with concentrating its investments in the industries that
comprise the financial services sector. Issuers in which the portfolio invests
are likely to:
|X| Be subject to extensive and changing government regulation which may
adversely affect their revenues and earnings and the businesses in which
they engage
|X| Experience intense competition for market share and global consolidation,
which can adversely affect profitability, as traditional distinctions
between financial services and markets are eliminated

7
<PAGE>

|X| Be extremely sensitive to changes in interest rates. The profitability of
these issuers is heavily dependent upon the cost of raising capital.
Volatile or sharply rising interest rates can significantly increase their
cost of capital and reduce profitability
|X| Be dependent upon the financial condition of borrowers. Adverse economic
conditions may increase the likelihood of default by borrowers

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 a significant portion of 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 at times, 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 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 equity
securities, 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

[text box]
FINANCIAL SERVICES COMPANIES
Financial services companies are companies that derive at least 50% of their
revenues from providing services such as banking, finance, insurance, investment
advisory, investment banking, brokerage, real estate related or other financial
services.
[end text box]

8
<PAGE>

ANNUAL PORTFOLIO OPERATING EXPENSES
paid from the assets of the portfolio
as a percentage of average daily net assets CLASS I
------------------------------------------------------

Management Fee 0.75%

Distribution and Service (12b-1) Fee None

Other Expenses 1.52%

Total Operating Expenses 2.27%
------------------------------------------------------

Fee Waiver and Expense Limitation(1) (1.02)%

Net Expenses(1) 1.25%
------------------------------------------------------

(1) The expenses in the table above reflect the expense limitation in
effect through December 31, 2001 under which Pioneer has agreed not to
impose all or a portion of its management fee and, if necessary, to
limit other ordinary operating expenses to the extent required to
reduce Class I expenses to 1.25% of the average daily net assets
attributable to Class I shares. Pioneer may subsequently recover
reimbursed expenses from the portfolio if the portfolio's expense ratio
is less than the expense limitation.

Although your actual costs may be higher or lower, under these assumptions your
costs would be:

NUMBER OF YEARS YOU OWN YOUR SHARES
-----------------------------------
1 3
--------------------------------------
Class I $ 127 $ 611
--------------------------------------

OTHER INVESTMENT STRATEGIES
As discussed, the portfolio invests primarily in equity securities of financial
services companies.

INVESTMENTS OTHER THAN EQUITY SECURITIES OF FINANCIAL SERVICES COMPANIES
The portfolio may invest up to 35% of its total assets (at time of purchase) in
the equity securities of companies, other than financial services companies,
expected to benefit from the design, development or sale of products or services
used for or in connection with financial services.

9
<PAGE>

investment grade, but the portfolio may invest up to 5% of its net assets
(at the time of purchase) in below investment grade debt securities. Although
investing in debt securities is not a principal investment strategy of the
portfolio, the portfolio invests in debt securities when Pioneer believes they
are consistent with the portfolio's investment objective, to diversify the
portfolio 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 debt securities in the portfolio
include rising interest rates or a reduction in the perceived creditworthiness
of the issuer of the securities. A debt security is investment grade if it is
rated in one of the top four categories by a nationally recognized securities
rating organization or determined to be of equivalent credit quality by Pioneer.
Debt securities rated below investment grade are commonly referred to as "junk
bonds" and are considered speculative. 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 quality debt securities.

MANAGEMENT

PORTFOLIO MANAGER
Day-to-day management of the portfolio is the responsibility of a team of
portfolio managers and analysts supervised by Theresa A. Hamacher, chief
investment officer of Pioneer. Ms. Hamacher joined Pioneer in 1997 and has been
an investment professional since 1984, most recently as chief investment officer
at another investment adviser. This team provides research for the portfolio and
other Pioneer mutual funds with similar objectives or styles. Pavlos M.
Alexandrakis, a senior vice president of Pioneer, is responsible for monitoring
the portfolio and implementing the team's decisions. Mr. Alexandrakis joined
Pioneer in 1998 and has been an investment professional since 1984. Prior to
joining Pioneer, Mr. Alexandrakis was a portfolio manager at Salomon Smith
Barney from 1995 to 1998. The team may draw upon the research and investment
management expertise of Pioneer's affiliate, Pioneer Investment Management
Limited.

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.

10
<PAGE>
Basic information about Pioneer Global Health Care VCT Portfolio

INVESTMENT OBJECTIVE
Capital growth.

PRINCIPAL INVESTMENT STRATEGIES
Normally, the portfolio invests at least 65% of its total assets in equity
securities of U.S. and non-U.S. health care issuers. Equity securities include
common stocks and other equity instruments, such as convertible debt, depositary
receipts, warrants, rights and preferred stocks. The portfolio also may purchase
forward foreign currency exchange contracts in connection with its investments.

The portfolio's holdings are likely to include companies such as pharmaceutical,
biomedical, biotechnology, health care service and medical device companies.
These companies are typically involved in:
|X| Medical, pharmaceutical or biotechnological research and development
|X| Ownership or operation of health care facilities, franchises or practices
|X| The design, production or selling of medical, dental and optical products

The portfolio allocates its assets among securities of U.S. and non-U.S.
issuers. The portfolio invests in securities of issuers located in developing
and emerging economies. At least 65% of the portfolio's assets (at time of
purchase) are allocated among securities of issuers located in at least three
countries, one of which may be the United States.

The portfolio may invest in companies without regard to their market
capitalizations, including large-capitalization companies with established track
records and less established mid- or small-capitalization companies.

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 Investment Management, Inc., the portfolio's
investment adviser, 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 and the
staff of its affiliates 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| A sustainable competitive advantage such as a brand name, customer base,
proprietary technology or economies of scale
|X| Issuer has strong fundamentals relative to its competitors, such as
increasing or sustainable demand for its health care products or services
|X| Favorable expected returns relative to perceived risk

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

By investing primarily in health care companies, the portfolio has the risks
associated with concentrating its investments in the industries that comprise
the health care sector. Issuers in which the portfolio invests are likely to:
|X| Be subject to intense competition, which may result in slim or negative
profit margins as the companies compete for market share, and extremely
volatile stock prices

11
<PAGE>

|X| Be dependent upon technological innovation to obtain market advantages over
competitors
|X| Be subject to government regulation such as control of reimbursement rates
and approval of products or services
|X| Experience rapid obsolescence or patent expirations

|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 at times, 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 and social developments that adversely affect the
securities markets
|X| Withholding and other non-U.S. taxes may decrease the portfolio's return

[text box]
HEALTH CARE ISSUERS
Health care issuers include companies with at least 50% of their revenues
generated by the design, production or sale of products or services used for or
in connection with health care or medicine. These companies may include, among
others, pharmaceutical, biomedical, biotechnological, health care services and
medical device companies.
[end text box]

12
<PAGE>

ANNUAL PORTFOLIO OPERATING EXPENSES
paid from the assets of the portfolio
as a percentage of average daily net assets CLASS I
------------------------------------------------------

Management Fee 0.75%

Distribution and Service (12b-1) Fee None

Other Expenses 1.52%

Total Operating Expenses 2.27%
------------------------------------------------------

Fee Waiver and Expense Limitation(1) (1.02)%

Net Expenses(1) 1.25%
------------------------------------------------------

(1) The expenses in the table above reflect the expense limitation in
effect through December 31, 2001 under which Pioneer has agreed not to
impose all or a portion of its management fee and, if necessary, to
limit other ordinary operating expenses to the extent required to
reduce Class I expenses to 1.25% of the average daily net assets
attributable to Class I shares. Pioneer may subsequently recover
reimbursed expenses from the portfolio if the portfolio's expense ratio
is less than the expense limitation.

Although your actual costs may be higher or lower, under these assumptions your
costs would be:

NUMBER OF YEARS YOU OWN YOUR SHARES
-----------------------------------
1 3
--------------------------------------
Class I $ 127 $ 611
--------------------------------------

OTHER INVESTMENT STRATEGIES
As discussed, the portfolio invests primarily in equity securities of health
care companies.

INVESTMENTS OTHER THAN EQUITY SECURITIES OF HEALTH CARE COMPANIES
The portfolio may invest up to 35% of its total assets (at time of purchase) in
equity securities of companies (other than health care companies) expected to
benefit from the design, production or sale of products or services used for or
in connection with health care or medicine.

13
<PAGE>

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

MANAGEMENT

PORTFOLIO MANAGER
Day-to-day management of the portfolio is the responsibility of a team of
portfolio managers and analysts supervised by Theresa A. Hamacher, chief
investment officer of Pioneer. Ms. Hamacher joined Pioneer in 1997 and has been
an investment professional since 1984, most recently as chief investment officer
at another investment adviser. This team provides research for the portfolio and
other Pioneer mutual funds with similar objectives or styles. Pavlos M.
Alexandrakis, a senior vice president of Pioneer, is responsible for monitoring
the portfolio and implementing the team's decisions. Mr. Alexandrakis joined
Pioneer in 1998 and has been an investment professional since 1984. Prior to
joining Pioneer, Mr. Alexandrakis was a portfolio manager at Salomon Smith
Barney from 1995 to 1998. The team may draw upon the research and investment
management expertise of Pioneer's affiliate, Pioneer Investment Management
Limited.

14
<PAGE>
Basic information about Pioneer Global Telecoms VCT Portfolio

INVESTMENT OBJECTIVE
Capital growth.

PRINCIPAL INVESTMENT STRATEGIES
Normally, the portfolio invests at least 65% of its total assets in equity
securities of U.S. and non-U.S. telecommunications companies in the
telecommunications industry. Equity securities include common stocks and other
equity instruments, such as convertible debt, depositary receipts, warrants,
rights and preferred stocks. The portfolio also may purchase forward foreign
currency exchange contracts in connection with its investments.

The portfolio's holdings are likely to include companies engaged in the
research, development, manufacture or sale of communications equipment and
associated products and services such as:
|X| Fiber optics, semiconductors and data transmission
|X| Traditional long-distance and local telephone operations
|X| Wireless and mobile communications networks, operations and services
|X| Local and wide area network operations
|X| Satellite, microwave and cable television operations
|X| Broadcasting

The portfolio allocates its assets among securities of U.S. issuers and non-U.S.
issuers. The portfolio may invest in securities of issuers of companies located
in developing and emerging economies. At least 65% of the portfolio's assets (at
time of purchase) are allocated among securities of issuers located in at least
three countries, one of which may be the United States.

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 Investment Management, Inc., the portfolio's
investment adviser, 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 and the
staff of its affiliates 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| A sustainable competitive advantage such as a brand name, customer base,
proprietary technology or economies of scale
|X| Issuer has strong fundamentals relative to its competitors, such as
increasing or sustainable demand for its telecommunications equipment or
services
|X| Favorable expected returns relative to perceived risk

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

By investing primarily in telecommunications companies, the portfolio has the
risks associated with concentrating its investments in industries that are part
of the telecommunications sector, which includes

15
<PAGE>

the communications, broadcasting and communications equipment industries.
Issuers in which the portfolio invests are likely to be:
|X| Subject to intense competition, which may result in slim or negative profit
margins as the companies compete for market share, and extremely volatile
stock prices
|X| Dependent upon technological innovation to obtain market advantages over
competitors
|X| Subject to substantial government regulation controlling the types of
services they can offer and the rates that they can charge for such services

[text box]
TELECOMMUNICATIONS COMPANIES
Telecommunications companies are companies that derive at least 50% of their
revenues from providing research, development, manufacture or sale of
communications equipment, products and services.
[end text box]

16
<PAGE>

ANNUAL PORTFOLIO OPERATING EXPENSES
paid from the assets of the portfolio
as a percentage of average daily net assets CLASS I
------------------------------------------------------

Management Fee 0.75%

Distribution and Service (12b-1) Fee None

Other Expenses 1.52%

Total Operating Expenses 2.27%
------------------------------------------------------

Fee Waiver and Expense Limitation(1) (1.02)%

Net Expenses(1) 1.25%
------------------------------------------------------

(1) The expenses in the table above reflect the expense limitation in
effect through December 31, 2001 under which Pioneer has agreed not to
impose all or a portion of its management fee and, if necessary, to
limit other ordinary operating expenses to the extent required to
reduce Class I expenses to 1.25% of the average daily net assets
attributable to Class I shares. Pioneer may subsequently recover
reimbursed expenses from the portfolio if the portfolio's expense ratio
is less than the expense limitation.

Although your actual costs may be higher or lower, under these assumptions your
costs would be:

NUMBER OF YEARS YOU OWN YOUR SHARES
-----------------------------------
1 3
--------------------------------------
Class I $ 127 $ 611
--------------------------------------

OTHER INVESTMENT STRATEGIES
As discussed, the portfolio invests primarily in equity securities of
telecommunications companies.

INVESTMENTS OTHER THAN EQUITY SECURITIES OF TELECOMMUNICATIONS COMPANIES
The portfolio may invest up to 35% of its total assets (at time of purchase) in
equity securities of companies (other than telecommunications companies)
expected to benefit from the development, advancement or use of communications
equipment, products or services.

17
<PAGE>

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

MANAGEMENT

PORTFOLIO MANAGER
Day-to-day management of the portfolio is the responsibility of a team of
portfolio managers and analysts supervised by Theresa A. Hamacher, chief
investment officer of Pioneer. Ms. Hamacher joined Pioneer in 1997 and has been
an investment professional since 1984, most recently as chief investment officer
at another investment adviser. This team provides research for the portfolio and
other Pioneer mutual funds with similar objectives or styles. Pavlos M.
Alexandrakis, a senior vice president of Pioneer, is responsible for monitoring
the portfolio and implementing the team's decisions. Mr. Alexandrakis joined
Pioneer in 1998 and has been an investment professional since 1984. Prior to
joining Pioneer, Mr. Alexandrakis was a portfolio manager at Salomon Smith
Barney from 1995 to 1998. The team may draw upon the research and investment
management expertise of Pioneer's affiliate, Pioneer Investment Management
Limited.

18
<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 subsequently
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 portfolio'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. A portfolio may invest the remainder of its assets in
securities with a remaining maturity of less than one year, cash equivalents or
may hold cash. For temporary defensive purposes, a portfolio may depart from its
principal investment strategies and invest part or all of its assets in these
securities 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 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:
o As a hedge against adverse changes in stock market prices, interest rates
or currency exchange rates
o As a substitute for purchasing or selling securities
o 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 is a subsidiary of UniCredito Italiano S.p.A., one of the largest
banking groups in Italy. Pioneer is part of the global asset management group
providing investment management and financial services to mutual funds,
institutional and other clients. As of December 31, 2000, assets under
management were $[110] billion worldwide, including over $[23] billion in assets
under management by Pioneer.

THE INVESTMENT ADVISER
Pioneer's main office is at 60 State Street, Boston, Massachusetts 02109.

19
<PAGE>

Pioneer is responsible for managing the day-to-day business affairs of each of
the twenty portfolios that make up Pioneer Variable Contracts Trust. The firm's
U.S. mutual fund investment history includes creating in 1928 one of the first
mutual funds. Pioneer has filed for an order from the Securities and Exchange
Commission that would permit Pioneer to hire and terminate a subadviser for the
portfolio without shareholder approval. Currently, Pioneer does not intend to
use a subadviser in connection with the portfolio but, if the order is granted,
will be able to do so in the future with the approval of the portfolio's
trustees.

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]

20
<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 seven 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.

21
<PAGE>

NOTES

22
<PAGE>

NOTES

23
<PAGE>

PIONEER VARIABLE CONTRACTS TRUST

CLASS I SHARES

YOU CAN OBTAIN MORE FREE INFORMATION about the portfolios by writing to
Pioneer Investment Management Shareholder Services, Inc., 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 portfolios. 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 1-202-942-8090 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)

[Insert Pioneer Investments logo]
PIONEER FUNDS DISTRIBUTOR, INC.

60 STATE STREET
BOSTON, MA 02109
WWW.PIONEERFUNDS.COM

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

<PAGE>

[Insert Pioneer Investments logo]
Pioneer Variable Contracts Trust
CLASS II SHARES PROSPECTUS
APRIL __, 2001

<TABLE>
<CAPTION>
INTRODUCTION PORTFOLIOS
<S> <C>
Pioneer Variable Contracts Trust is an open-end
investment management company that currently consists STRATEGIC FOCUS
of twenty distinct portfolios. Pioneer Investment
Management, Inc. is the investment adviser to each EUROPE SELECT invests for capital growth by
portfolio. Class II shares of the portfolios are investing in a diversified portfolio of securities
offered through this prospectus. Shares of the consisting primarily of equity securities of
portfolios are offered primarily to insurance European issuers.
companies to fund the benefits under variable annuity
and variable life insurance contracts (Variable GLOBAL FINANCIALS invests for capital growth by
Contracts) issued by their companies. You may obtain investing in a concentrated portfolio of securities
certain tax benefits by purchasing a Variable consisting primarily of equity securities of
Contract. financial services companies.

Shareholder
information.................................... 20

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

INVESTMENT OBJECTIVE
Capital growth.

2
<PAGE>

3
<PAGE>

ANNUAL PORTFOLIO OPERATING EXPENSES
paid from the assets of the portfolio
as a percentage of average daily net assets CLASS II
------------------------------------------------------

Management Fee 1.00%

Distribution and Service (12b-1) Fee 0.25%

Other Expenses 1.52%

Total Operating Expenses 2.77%
------------------------------------------------------

Fee Waiver and Expense Limitation(1) (1.02)%

Net Expenses(1) 1.75%
------------------------------------------------------

(1) The expenses in the table above reflect the expense limitation in
effect through December 31, 2001 under which Pioneer has agreed not to
impose all or a portion of its management fee and, if necessary, to
limit other ordinary operating expenses to the extent required to
reduce Class I expenses to 1.50% of the 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 Class I shares. Pioneer may subsequently
recover reimbursed expenses from the portfolio if the portfolio's
expense ratio is less than the expense limitation.

Although your actual costs may be higher or lower, under these assumptions your
costs would be:

NUMBER OF YEARS YOU OWN YOUR SHARES
-----------------------------------
1 3
--------------------------------------
Class II $ 178 $ 763
--------------------------------------

OTHER INVESTMENT STRATEGIES
As discussed, the portfolio invests primarily in equity securities of European
issuers.

4
<PAGE>

MANAGEMENT

5
<PAGE>

6
<PAGE>
Basic information about Pioneer Global Financials VCT Portfolio

INVESTMENT OBJECTIVE
Capital growth.

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 Investment Management, Inc., the portfolio's
investment adviser, 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 and the
staff of its affiliates 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| A sustainable competitive advantage such as a brand name, customer base or
economies of scale
|X| Issuer has strong fundamentals relative to its competitors, such as
increasing or sustainable demand for its financial services or products
|X| Favorable expected returns relative to perceived risk

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

7
<PAGE>

8
<PAGE>

ANNUAL PORTFOLIO OPERATING EXPENSES
paid from the assets of the portfolio
as a percentage of average daily net assets CLASS II
------------------------------------------------------

Management Fee 0.75%

Distribution and Service (12b-1) Fee 0.25%

Other Expenses 1.52%

Total Operating Expenses 2.52%
------------------------------------------------------

Fee Waiver and Expense Limitation(1) (1.02)%

Net Expenses(1) 1.50%
------------------------------------------------------

(1) The expenses in the table above reflect the expense limitation in
effect through December 31, 2001 under which Pioneer has agreed not to
impose all or a portion of its management fee and, if necessary, to
limit other ordinary operating expenses to the extent required to
reduce Class I expenses to 1.25% of the 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 Class I shares. Pioneer may subsequently
recover reimbursed expenses from the portfolio if the portfolio's
expense ratio is less than the expense limitation.

Although your actual costs may be higher or lower, under these assumptions your
costs would be:

NUMBER OF YEARS YOU OWN YOUR SHARES
-----------------------------------
1 3
--------------------------------------
Class II $ 153 $ 687
--------------------------------------

OTHER INVESTMENT STRATEGIES
As discussed, the portfolio invests primarily in equity securities of financial
services companies.

9
<PAGE>

The portfolio may invest up to 35% of its total assets (at the time of purchase)
in debt securities of U.S. or non-U.S. corporate and government issuers.
Generally the portfolio acquires debt securities that are investment grade, but
the portfolio may invest up to 5% of its net assets (at the time of purchase) in
below investment grade debt securities. Although investing in debt securities is
not a principal investment strategy of the portfolio, the portfolio invests in
debt securities when Pioneer believes they are consistent with the portfolio's
investment objective, to diversify the portfolio 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 debt securities in the portfolio
include rising interest rates or a reduction in the perceived creditworthiness
of the issuer of the securities. A debt security is investment grade if it is
rated in one of the top four categories by a nationally recognized securities
rating organization or determined to be of equivalent credit quality by Pioneer.
Debt securities rated below investment grade are commonly referred to as "junk
bonds" and are considered speculative. 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 quality debt securities.

MANAGEMENT

PORTFOLIO MANAGER
Day-to-day management of the portfolio is the responsibility of a team of
portfolio managers and analysts supervised by Theresa A. Hamacher, chief
investment officer of Pioneer. Ms. Hamacher joined Pioneer in 1997 and has been
an investment professional since 1984, most recently as chief investment officer
at another investment adviser. This team provides research for the portfolio and
other Pioneer mutual funds with similar objectives or styles. Pavlos M.
Alexandrakis, a senior vice president of Pioneer, is responsible for monitoring
the portfolio and implementing the team's decisions. Mr. Alexandrakis joined
Pioneer in 1998 and has been an investment professional since 1984. Prior to
joining Pioneer, Mr. Alexandrakis was a portfolio manager at Salomon Smith
Barney from 1995 to 1998. The team may draw upon the research and investment
management expertise of Pioneer's affiliate, Pioneer Investment Management
Limited.

10
<PAGE>
Basic information about Pioneer Global Health Care VCT Portfolio

INVESTMENT OBJECTIVE
Capital growth.

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 Investment Management, Inc., the portfolio's
investment adviser, 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 and the
staff of its affiliates 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| A sustainable competitive advantage such as a brand name, customer base,
proprietary technology or economies of scale
|X| Issuer has strong fundamentals relative to its competitors, such as
increasing or sustainable demand for its health care products or services
|X| Favorable expected returns relative to perceived risk

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

11
<PAGE>

12
<PAGE>

ANNUAL PORTFOLIO OPERATING EXPENSES
paid from the assets of the portfolio
as a percentage of average daily net assets CLASS II
------------------------------------------------------

Management Fee 0.75%

Distribution and Service (12b-1) Fee 0.25%

Other Expenses 1.52%

Total Operating Expenses 2.52%
------------------------------------------------------

Fee Waiver and Expense Limitation(1) (1.02)%

Net Expenses(1) 1.50%
------------------------------------------------------

(1) The expenses in the table above reflect the expense limitation in
effect through December 31, 2001 under which Pioneer has agreed not to
impose all or a portion of its management fee and, if necessary, to
limit other ordinary operating expenses to the extent required to
reduce Class I expenses to 1.25% of the 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 Class I shares. Pioneer may subsequently
recover reimbursed expenses from the portfolio if the portfolio's
expense ratio is less than the expense limitation.

Although your actual costs may be higher or lower, under these assumptions your
costs would be:

NUMBER OF YEARS YOU OWN YOUR SHARES
-----------------------------------
1 3
--------------------------------------
Class II $ 153 $ 687
--------------------------------------

OTHER INVESTMENT STRATEGIES
As discussed, the portfolio invests primarily in equity securities of health
care companies.

13
<PAGE>

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

MANAGEMENT

PORTFOLIO MANAGER
Day-to-day management of the portfolio is the responsibility of a team of
portfolio managers and analysts supervised by Theresa A. Hamacher, chief
investment officer of Pioneer. Ms. Hamacher joined Pioneer in 1997 and has been
an investment professional since 1984, most recently as chief investment officer
at another investment adviser. This team provides research for the portfolio and
other Pioneer mutual funds with similar objectives or styles. Pavlos M.
Alexandrakis, a senior vice president of Pioneer, is responsible for monitoring
the portfolio and implementing the team's decisions. Mr. Alexandrakis joined
Pioneer in 1998 and has been an investment professional since 1984. Prior to
joining Pioneer, Mr. Alexandrakis was a portfolio manager at Salomon Smith
Barney from 1995 to 1998. The team may draw upon the research and investment
management expertise of Pioneer's affiliate, Pioneer Investment Management
Limited.

14
<PAGE>

Basic information about Pioneer Global Telecoms VCT Portfolio

INVESTMENT OBJECTIVE
Capital growth.

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 Investment Management, Inc., the portfolio's
investment adviser, 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 and the
staff of its affiliates 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| A sustainable competitive advantage such as a brand name, customer base,
proprietary technology or economies of scale
|X| Issuer has strong fundamentals relative to its competitors, such as
increasing or sustainable demand for its telecommunications equipment or
services
|X| Favorable expected returns relative to perceived risk

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

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ANNUAL PORTFOLIO OPERATING EXPENSES
paid from the assets of the portfolio
as a percentage of average daily net assets CLASS II
------------------------------------------------------

Management Fee 0.75%

Distribution and Service (12b-1) Fee 0.25%

Other Expenses 1.52%

Total Operating Expenses 2.52%
------------------------------------------------------

Fee Waiver and Expense Limitation(1) (1.02)%

Net Expenses(1) 1.50%
------------------------------------------------------

(1) The expenses in the table above reflect the expense limitation in
effect through December 31, 2001 under which Pioneer has agreed not to
impose all or a portion of its management fee and, if necessary, to
limit other ordinary operating expenses to the extent required to
reduce Class I expenses to 1.25% of the 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 Class I shares. Pioneer may subsequently
recover reimbursed expenses from the portfolio if the portfolio's
expense ratio is less than the expense limitation.

Although your actual costs may be higher or lower, under these assumptions your
costs would be:

NUMBER OF YEARS YOU OWN YOUR SHARES
-----------------------------------
1 3
--------------------------------------
Class II $ 153 $ 687
--------------------------------------

OTHER INVESTMENT STRATEGIES
As discussed, the portfolio invests primarily in equity securities of
telecommunications companies.

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

MANAGEMENT

PORTFOLIO MANAGER
Day-to-day management of the portfolio is the responsibility of a team of
portfolio managers and analysts supervised by Theresa A. Hamacher, chief
investment officer of Pioneer. Ms. Hamacher joined Pioneer in 1997 and has been
an investment professional since 1984, most recently as chief investment officer
at another investment adviser. This team provides research for the portfolio and
other Pioneer mutual funds with similar objectives or styles. Pavlos M.
Alexandrakis, a senior vice president of Pioneer, is responsible for monitoring
the portfolio and implementing the team's decisions. Mr. Alexandrakis joined
Pioneer in 1998 and has been an investment professional since 1984. Prior to
joining Pioneer, Mr. Alexandrakis was a portfolio manager at Salomon Smith
Barney from 1995 to 1998. The team may draw upon the research and investment
management expertise of Pioneer's affiliate, Pioneer Investment Management
Limited.

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Common portfolio investment policies

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

MANAGEMENT

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

THE INVESTMENT ADVISER
Pioneer's main office is at 60 State Street, Boston, Massachusetts 02109.

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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 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

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[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

SELLING

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NOTES

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NOTES

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PIONEER VARIABLE CONTRACTS TRUST

CLASS II SHARES

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

(Investment Company Act file no. 811-08786)

[Insert Pioneer Investments logo]
PIONEER FUNDS DISTRIBUTOR, INC.

60 STATE STREET
BOSTON, MA 02109
WWW.PIONEERFUNDS.COM

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

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

APRIL __, 2001

PIONEER VARIABLE CONTRACTS TRUST
60 State Street
Boston, Massachusetts 02109

<TABLE>
<CAPTION>
<S> <C>
PIONEER AMERICA INCOME VCT PORTFOLIO (CLASS I ONLY) PIONEER GROWTH SHARES VCT
PORTFOLIO PIONEER BALANCED VCT PORTFOLIO PIONEER HIGH YIELD VCT PORTFOLIO
PIONEER EMERGING MARKETS VCT PORTFOLIO PIONEER INTERNATIONAL GROWTH VCT
PORTFOLIO PIONEER EQUITY-INCOME VCT PORTFOLIO PIONEER MID-CAP VALUE VCT PORTFOLIO
PIONEER EUROPE VCT PORTFOLIO PIONEER MONEY MARKET VCT PORTFOLIO (CLASS I ONLY)
PIONEER EUROPE SELECT VCT PORTFOLIO PIONEER REAL ESTATE GROWTH VCT PORTFOLIO
PIONEER FUND VCT PORTFOLIO PIONEER SCIENCE & TECHNOLOGY VCT PORTFOLIO
PIONEER GLOBAL FINANCIALS VCT PORTFOLIO PIONEER SMALL COMPANY VCT PORTFOLIO
PIONEER GLOBAL HEALTH CARE VCT PORTFOLIO PIONEER STRATEGIC INCOME VCT PORTFOLIO
PIONEER GLOBAL TELECOMS VCT PORTFOLIO PIONEER SWISS FRANC BOND VCT PORTFOLIO (CLASS I ONLY)
</TABLE>

This statement of additional information is not a prospectus. It should be read
in conjunction with the fund's Class I or Class II prospectuses, dated April __,
2001 (for Pioneer Europe Select, Global Financials, Global Health Care and
Global Telecoms VCT Portfolios), October 5, 2000 (for Pioneer Small Company VCT
Portfolio) and May 1, 2000 (for the remaining 15 portfolios), as amended and/or
supplemented from time to time. A copy of a prospectus can be obtained free of
charge from your insurance company. The fund's financial statements for the
fiscal year ended December 31, 1999 and its financial statements for the six
months ended June 30, 2000 are incorporated into this statement of additional
information by reference. The most recent annual and semiannual reports to
shareholders are attached to this statement of additional information.

TABLE OF CONTENTS

1. Fund History......................................................2
2. Investment Policies, Risks and Restrictions.......................2
3. Management of the Fund...........................................39
4. Investment Adviser...............................................42
5. Principal Underwriter............................................45
6. Custodian........................................................46
7. Independent Public Accountants...................................46
8. Portfolio Transactions...........................................47
9. Description of Shares............................................48
10. Pricing of Shares................................................48
11. Tax Status.......................................................51
12. Investment Results...............................................55
13. Financial Statements.............................................58
14. Appendix A - Annual Fee, Expense and Other Information...........59
15. Appendix B - Description of Short-Term Debt, Corporate Bond
and Preferred Stock Ratings......................................65
16. Appendix C - Performance Statistics..............................71
17. Appendix D - Other Pioneer Information...........................90

<PAGE>

1. FUND HISTORY

The fund is an open-end management investment company. The fund was formed as a
Delaware business trust on September 16, 1994.

2. INVESTMENT POLICIES, RISKS AND RESTRICTIONS

The fund consists of separate portfolios, each of which is an investment vehicle
for variable annuity and variable life insurance contracts (the "Variable
Contracts") offered by the separate accounts (the "Accounts") of various
insurance companies ("Participating Insurance Companies"). The portfolios also
may be offered to certain qualified pension and retirement plans (the "Qualified
Plans"). The fund currently consists of the following 20 distinct portfolios:
America Income, Balanced, Emerging Markets, Equity-Income, Europe, Europe
Select, Pioneer Fund (formerly Growth and Income), Global Financials, Global
Health Care, Global Telecoms, Growth Shares, High Yield, International Growth,
Mid-Cap Value (formerly Capital Growth), Money Market, Real Estate Growth,
Science & Technology, Small Company, Strategic Income, and Swiss Franc Bond.
Your Variable Contract or Qualified Plan may not offer all portfolios of the
fund. The terms and conditions of the Variable Contracts and any limitations
upon the portfolios in which the Accounts may be invested are set forth in a
separate prospectus and statement of additional information relating to the
Variable Contracts. The terms and conditions of a Qualified Plan and any
limitations upon the portfolios in which such Plan may be invested are set forth
in such Plan's governing documents. The fund reserves the right to limit the
types of Accounts and the types of Qualified Plans that may invest in any
portfolio.

Qualified Plans and Participating Insurance Companies are the record holders and
beneficial owners of shares of beneficial interest in each portfolio of the
fund. In accordance with the limitations set forth in their Variable Contracts,
contract holders may direct through their Participating Insurance Companies the
allocation of amounts available for investment among the fund's portfolios.
Similarly, in accordance with any limitations set forth in their Qualified
Plans, Qualified Plan participants may direct through their Qualified Plan
administrators the allocation of amounts available for investment among the
fund's portfolios. Instructions for any such allocation, or for the purchase or
redemption of shares of a portfolio, must be made by the investor's
Participating Insurance Company or Qualified Plan administrator, as the case may
be, as the record holder of the portfolio's shares. The rights of Participating
Insurance Companies and Qualified Plans as record holders of shares of a
portfolio are different from the rights of contract holders and Qualified Plan
participants. The term "shareholder" in this statement of additional information
refers only to Participating Insurance Companies and Qualified Plans, and not to
contract holders or Qualified Plan participants.

The fund's prospectuses identify the investment objective and the principal
investment policies of each portfolio and the risk factors associated with the
portfolio's investments. Whenever an investment policy or restriction states a
maximum percentage of a portfolio's assets may be invested in any security or
presents a policy regarding quality standards, this standard or other
restriction shall be determined immediately after and as a result of the
portfolio's investment (other than the limitations on borrowing and illiquid
securities and except with respect to the 300% asset coverage required with
respect to borrowings). Accordingly, any later increase or decrease resulting
from a change in values, net assets or other circumstances will not be
considered in determining whether the investment complies with the portfolio's
investment objectives and policies. Other investment policies of the portfolios
and associated risk factors are set forth below. Capitalized terms not otherwise
defined herein have the meaning given to them in the prospectus. This statement
of additional information should be read in conjunction with the prospectus.

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INVESTMENT OBJECTIVES AND CERTAIN POLICIES OF THE PORTFOLIOS

PIONEER AMERICA INCOME VCT PORTFOLIO seeks as high a level of current income as
is consistent with the preservation of capital. Normally, the portfolio invests
in U.S. government securities and in "when-issued" commitments and repurchase
agreements with respect to such securities. The portfolio may invest in U.S.
government securities of any maturity and the average maturity of the portfolio
may vary significantly. Under normal circumstances, however, the portfolio's
dollar-weighted average portfolio maturity is not expected to exceed 20 years.

PIONEER BALANCED VCT PORTFOLIO seeks capital growth and current income by
actively managing investments in a diversified portfolio of equity securities
and bonds. Normally, equity and debt securities will each represent 35% to 65%
of the portfolio's assets. The portfolio's equity investments include common
stocks, interests in real estate investment trusts ("REITs" and securities with
common stock characteristics, such as convertible bonds and preferred stocks.
Normally, portfolio investments in debt securities include U.S. government
securities, corporate debt securities, mortgage- and asset- backed securities
and commercial paper. Up to 10% of the portfolio's total assets (at the time of
purchase) may be invested in debt securities rated below investment grade.

PIONEER EMERGING MARKETS VCT PORTFOLIO seeks long-term growth of capital through
investment primarily in securities of emerging market issuers. Although the
portfolio invests in both equity and debt securities, it normally emphasizes
equity securities in its portfolio.

Under normal circumstances, at least 65% of the portfolio's total assets are
invested in securities of companies that are domiciled or primarily doing
business in emerging countries and securities of these countries' governmental
issuers. For purposes of the portfolio's investments, "emerging countries" are
countries with economies or securities markets that are not considered by
Pioneer Investment Management, Inc. ("Pioneer"), the portfolio's investment
adviser, to be developed. Currently, emerging countries include: Algeria,
Argentina, Bangladesh, Brazil, Bulgaria, Chile, China, Columbia, Costa Rica,
Czech Republic, Ecuador, Egypt, Ghana, Greece, Hong Kong, Hungary, India,
Indonesia, Israel, Jamaica, Jordan, Kenya, Kuwait, Malaysia, Mexico, Morocco,
Nigeria, Pakistan, Peru, the Philippines, Poland, Russia, Singapore, South
Africa, South Korea, Sri Lanka, Taiwan, Thailand, Turkey, Uruguay, Venezuela,
Vietnam and Zimbabwe. At Pioneer's discretion, the portfolio may invest in other
emerging countries. The portfolio may also invest up to 35% of its total assets
in equity and debt securities of companies in developed countries, other than
the U.S., and of such countries' governmental issuers and in short-term
investments. Although the portfolio may invest in both equity and debt
securities, Pioneer expects that equity and equity-related securities will
constitute the majority of the portfolio's assets.

PIONEER EQUITY-INCOME VCT PORTFOLIO seeks current income and long-term capital
growth primarily by investing in the income producing equity securities of U. S.
corporations. Normally, at least 80% of the portfolio's total assets will be
invested in income producing common or preferred stock. The remainder of the
portfolio's assets may be invested in debt securities, most of which are
expected to be convertible into common stock. Pioneer will invest no more than
10% of the portfolio's total assets in lower rated debt securities, including
convertible securities, or unrated debt securities of comparable quality. The
portfolio may invest up to 25% of its total assets in REITs.

PIONEER EUROPE VCT PORTFOLIO seeks long-term growth of capital through
investment primarily in equity securities of European issuers.

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Under normal circumstances at least 80% of the total assets of the portfolio are
invested in equity securities of European issuers, which consist of common stock
and securities with common stock characteristics, such as preferred stock,
warrants and debt securities convertible into common stock.

The portfolio may invest in the securities of companies domiciled in any
European country, including but not limited to Austria, Belgium, Denmark,
Finland, France, Germany, Ireland, Italy, the Netherlands, Norway, Portugal,
Spain, Sweden, Switzerland and the United Kingdom. The portfolio may invest up
to 10% of its total assets in securities of companies with principal executive
offices located in Eastern European countries and which trade on recognized
European exchanges

PIONEER EUROPE SELECT VCT PORTFOLIO invests for capital growth by investing in a
diversified portfolio of securities consisting primarily of equity securities of
European issuers.

Under normal circumstances, the portfolio invests at least 80% of its total
assets in equity securities of European issuers. The portfolio's investments in
equity securities include common stock and other equity instruments, such as
preferred stock, warrants, rights and debt securities convertible into common
stock and depositary receipts for such securities.

The portfolio may invest in the securities of companies domiciled in any
European country. European countries are those countries located west of the
Urals, including but not limited to Austria, Belgium, Bulgaria, the Czech
Republic, Denmark, Finland, France, Germany, Greece, Hungary, Ireland, Italy,
the Netherlands, Norway, Poland, Portugal, Spain, Sweden, Switzerland and the
United Kingdom.

PIONEER GLOBAL FINANCIALS VCT PORTFOLIO invests for capital growth by investing
in a portfolio of securities consisting primarily of equity securities of
financial services companies.

Under normal circumstances, the portfolio invests at least 65% of its total
assets in equity securities of U.S. and non-U.S. financial services companies.
The portfolio's investments in equity securities include common stock and other
equity instruments, such as preferred stock, warrants, rights and debt
securities convertible into common stock and depositary receipts for such
securities.

The portfolio concentrates its investments in the group of related industries
that comprise the financial services sector. Pioneer considers a company to be
part of the financial services sector if it has been given a financial services
industry or sector classification by a third party in the business of providing
issuer classifications, ratingsor indices. The industries that comprise the
financial services sector include, but are not limited to: commercial banks,
savings and loan associations, consumer and industrial finance companies,
securities brokerage companies, leasing companies, and insurance companies
(including multiline, property and casualty, life and health).

PIONEER GLOBAL HEALTH CARE VCT PORTFOLIO invests for capital growth by investing
in a portfolio of securities consisting primarily of equity securities of health
care companies.

Under normal circumstances, the portfolio invests at least 65% of its total
assets in equity securities of U.S. and non-U.S. health care companies. The
portfolio's investments in equity securities include common stock and other
equity instruments, such as preferred stock, warrants, rights and debt
securities convertible into common stock and depositary receipts for such
securities.

The portfolio concentrates its investments in the group of related industries
that comprise the health care sector. Pioneer considers a company to be part of
the health care sector if it has been given a health care industry or sector
classification by a third party in the business of providing issuer
classifications, ratings

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or indices. The industries that comprise the health care sector, include
but are not limited to: companies engaged in the design, manufacture or sale of
products or services used in connection with health care or medicine such as:
pharmaceutical companies; firms that design, manufacture, sell or supply
medical, dental and optical products, hardware or services; companies involved
in the biotechnology, medical diagnostic and biochemical research and
development; and companies involved in the operation of health care facilities.

PIONEER GLOBAL TELECOMS VCT PORTFOLIO invests for capital growth by investing in
a portfolio of securities consisting primarily of equity securities of
telecommunications companies.

Under normal circumstances, the portfolio invests at least 65% of its total
assets in equity securities of U.S. and non-U.S. telecommunications companies.
The portfolio's investments in equity securities include common stock and other
equity instruments, such as preferred stock, warrants, rights and debt
securities convertible into common stock and depositary receipts for such
securities.

The portfolio concentrates its investments in the group of related industries
that comprise the telecommunications sector, which includes the communications,
broadcasting and communications equipment industries. Pioneer considers a
company to be part of the telecommunications sector if it has been given a
communications, broadcasting or communications equipment industry or sector
classification by a third party in the business of providing issuer
classifications, ratings or indices. The industries that comprise the
telecommunications sector include, but are not limited to: telephone companies
(local and long distance); wireless communications companies; companies
providing integrated communications services; companies providing alternative
carrier services; companies providing equipment for networking or
telecommunications; and broadcasting companies (television, radio and cable).

PIONEER GROWTH SHARES VCT PORTFOLIO seeks appreciation of capital through
investments in common stocks and other equity securities of U.S. companies,
including convertible debt, warrants, interests in REITs and preferred stocks.

PIONEER HIGH YIELD VCT 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.

PIONEER INTERNATIONAL GROWTH VCT PORTFOLIO seeks long-term growth of capital.

Under normal circumstances, at least 80% of the portfolio's total assets are
invested in equity securities consisting of common stock and securities with
common stock characteristics, such as preferred stock,

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warrants and debt securities convertible into common stock and depositary
receipts for such securities. The portfolio currently intends to invest in
securities of issuers located in the following developed countries: Australia,
Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland,
Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain,
Sweden, Switzerland and the United Kingdom as well as the countries with
emerging markets.

Under normal circumstances at least 65% of the portfolio's total assets will be
invested in securities of companies domiciled in at least three different
foreign countries. The portfolio may invest more than 25% of its total assets in
the securities of corporate issuers located in each of Japan and the United
Kingdom and more than 25% of the portfolio's total assets, adjusted to reflect
currency transactions and positions, may be denominated in the Japanese yen and
the British pound. Investment of a substantial portion of the portfolio's assets
in such countries or currencies will subject the portfolio to the risks of
adverse securities markets, exchange rates and social, political or economic
events which may occur in those countries.

The portfolio may invest without limitation in securities of issuers located in
countries with emerging economies or securities markets, but will not invest
more than 25% of its total assets in securities of issuers located in any one
such country. Countries with emerging economies or securities markets currently
include: Algeria, Argentina, Bangladesh, Brazil, Bulgaria, Chile, China,
Colombia, Costa Rica, Czech Republic, Ecuador, Egypt, Ghana, Greece, Hungary,
India, Indonesia, Israel, Jamaica, Jordan, Kenya, Kuwait, Malaysia, Mexico,
Morocco, Nigeria, Pakistan, Peru, the Philippines, Poland, Russia, Singapore,
South Africa, South Korea, Sri Lanka, Taiwan, Thailand, Turkey, Uruguay,
Venezuela, Vietnam and Zimbabwe.

PIONEER MID-CAP VALUE (FORMERLY CAPITAL GROWTH) VCT PORTFOLIO seeks capital
appreciation through a diversified portfolio of securities consisting primarily
of common stocks. Normally, at least 80% of the portfolio's total assets will be
invested in common stocks and in securities with common stock characteristics,
such as convertible bonds and preferred stocks.

PIONEER MONEY MARKET VCT PORTFOLIO seeks current income consistent with
preserving capital and providing liquidity. The portfolio should be considered
as a temporary investment rather than as an income or cash management vehicle.
Pioneer will invest the portfolio's assets in the following types of high
quality money market instruments.

o U.S. government securities

o Obligations of U.S. banks and their non-U.S. branches, savings and
loan associations with total assets in excess of $1 billion and certain smaller
banks and savings and loan associations satisfying criteria described in the
statement of additional information. These obligations include certificates of
deposit and bankers' acceptances.

o Commercial Paper: that is, short-term unsecured promissory notes of
corporations, including variable amount master demand notes rated, on the date
of investment, A-1 by Standard & Poor's Ratings Group or P-1 by Moody's
Investors Service, Inc., or, if unrated, issued by companies having outstanding
debt rated AAA or AA by Standard & Poor's Ratings Group or Aaa or Aa by Moody's.

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o Short-Term Corporate Debt Securities: that is, bonds and debentures
with no more than 397 days remaining to maturity at date of settlement and rated
AAA or AA by Standard & Poor's Ratings Group or Aaa or Aa by Moody's.

The portfolio may enter into repurchase agreements with approved banks and
broker-dealers for periods not to exceed seven days and only with respect to
U.S. government securities that, throughout the period, have a value at least
equal to the amount of the repurchase agreement (including accrued interest). No
more than 25% of the portfolio's assets will be invested in any one industry,
except that there is no percentage limitation on investments in bank obligations
or U.S. government securities.

High quality securities are divided into "first tier" and "second tier"
securities. FIRST TIER SECURITIES have received the highest rating (e.g.,
Standard & Poor's Ratings Group's A-1 rating) from at least two rating services
(or one, if only one has rated the security). SECOND TIER SECURITIES have
received ratings within the two highest categories (e.g., Standard & Poor's
Ratings Group's A-1 or A-2) from at least two rating services (or one, if only
one has rated the security), but do not qualify as first tier securities. If a
security has been assigned different ratings by different rating services, at
least two rating services must have assigned the higher rating in order for
Pioneer to determine eligibility on the basis of that higher rating. Based on
procedures adopted by the fund's Board of Trustees, Pioneer may determine that
an unrated security is of equivalent quality to a rated first or second tier
security.

As a money market fund, the portfolio is subject to the following special
diversification requirements. The portfolio may not invest more than 5% of its
total assets in securities issued by or subject to demand features from any one
issuer (except U.S. government securities and repurchase agreements
collateralized by such securities). In addition, the portfolio may not invest
(1) more than 5% of its total assets in second tier securities or (2) more than
1% of its total assets or $1 million (whichever is greater) in the second tier
securities of a single issuer (other than U.S. government securities).

The portfolio must limit investments to securities with remaining maturities of
397 days or less and must maintain a dollar-weighted average maturity of 90 days
or less.

PIONEER FUND (FORMERLY GROWTH AND INCOME) VCT PORTFOLIO seeks reasonable income
and growth of capital by investing in a broad list of carefully selected,
reasonably priced securities. Most of the portfolio's assets are invested in
common stocks and other equity securities, primarily of U.S. issuers, such as
preferred stocks and securities convertible into common stock, but the portfolio
may also invest in debt securities and cash equivalent investments. The largest
portion of the portfolio's assets is invested in securities that have paid
dividends within the preceding twelve months, but some non-income producing
securities are held for anticipated increases in value. The portfolio may invest
in non-U.S. securities. While there is no requirement to do so, the portfolio
intends to limit its investments in foreign securities to no more than 10% of
its total assets.

PIONEER REAL ESTATE GROWTH VCT PORTFOLIO seeks long-term growth of capital
primarily through investments in REITs and other real estate industry companies.
Current income is the portfolio's secondary investment objective. The portfolio
will invest in a non-diversified portfolio consisting of equity securities of
REITs and other real estate industry companies and, to a lesser extent, in debt
securities of such companies and in mortgage-backed securities. Normally, at
least 75% of the portfolio's assets will be invested in equity securities of
REITs and other real estate industry companies.

PIONEER SCIENCE & TECHNOLOGY VCT 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.

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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
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.

PIONEER SMALL COMPANY VCT PORTFOLIO seeks capital growth by investing in a
diversified portfolio of securities consisting primarily of common stocks of
small-cap companies.

The portfolio invests primarily in common stocks of small companies, that is
companies with market capitalizations of less than $1 billion at the time of
investment. Normally, the portfolio invests at least 65% of its total assets in
these securities. The portfolio may continue to hold securities of any company
if its market value exceeds $1 billion. The portfolio considers securities that
trade like common stocks, such as convertible debt, depositary receipts,
warrants, interests in real estate investment trusts (REITs) and preferred
stocks, to be common stocks.

PIONEER STRATEGIC INCOME VCT PORTFOLIO invests in debt securities for a high
level of current income. Under normal circumstances, the portfolio invests at
least 80% of its total assets in debt securities.

PIONEER SWISS FRANC BOND VCT PORTFOLIO seeks to approximate the performance of
the Swiss franc relative to the U.S. dollar while earning a reasonable level of
income. Normally, the portfolio invests at least 65% of its total assets in (1)
government and corporate debt securities that are denominated in Swiss francs
and (2) combinations of forward foreign currency exchange contracts and debt
securities that are not denominated in Swiss francs ("non-Swiss franc
securities") designed to link the value of the investment in the non-Swiss franc
security to the performance of the Swiss franc. Pioneer expects that these
combination investments generally will represent no more than 25% of the
portfolio's total assets. The portfolio's investments in debt securities are
investment grade (i.e., rated "BBB" or higher by Standard & Poor's or "Baa" or
higher by Moody's or, if unrated, determined by Pioneer to be of comparable
quality). The portfolio's weighted average maturity normally will not exceed
three years, but may be as long as five years if Pioneer determines that a
longer weighted average maturity is appropriate in response to existing or
expected market conditions. The portfolio may invest up to 35% of its total
assets in investment grade commercial paper, bank obligations and money market
instruments which may be denominated in the Swiss franc or other currencies.
Normally, at least 50% of the portfolio's investments will be denominated in
Swiss francs.

INVESTMENTS IN INITIAL PUBLIC OFFERINGS

To the extent consistent with their investment objectives, each equity
portfolio--in particular Europe Select, Global Financials, Global Health Care,
Global Telecoms, Science & Technology and Small Company Portfolios--may invest
in initial public offerings of equity securities. The market for such securities
may be more volatile and entail greater risk of loss than investments in more
established companies. Investments in initial public offerings may represent a
significant portion of the portfolio's investment performance. No portfolio can
assure that investments in initial public offerings will continue

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to be available to the portfolio or, if available, will result in positive
investment performance. In addition, as the portfolio grows in size, the impact
of investments in initial public offerings on the overall performance of the
portfolio is likely to decrease.

DEBT SECURITIES SELECTION

In selecting fixed income securities for a portfolio, Pioneer gives primary
consideration to the portfolio's investment objective, the attractiveness of the
market for debt securities given Pioneer's outlook for the equity markets and
the portfolio's liquidity requirements. Once Pioneer determines to allocate a
portion of the portfolio's assets to debt securities, Pioneer generally focuses
on short-term instruments to provide liquidity and may invest in a range of
fixed income securities if the portfolio is investing in such instruments for
income or capital gains. Pioneer selects individual securities based on broad
economic factors and issuer specific factors including the terms of the
securities (such as yields compared to U.S. Treasuries or comparable issues),
liquidity and rating, sector and issuer diversification.

CONVERTIBLE DEBT SECURITIES

A portfolio may invest in convertible debt securities which are debt obligations
convertible at a stated exchange rate or formula into common stock or other
equity securities of or owned by the issuer. Convertible securities rank senior
to common stocks in an issuer's capital structure and consequently may be of
higher quality and entail less risk than the issuer's common stock. As with all
debt securities, the market values of convertible securities tend to increase
when interest rates decline and, conversely, tend to decline when interest rates
increase.

DEBT SECURITIES RATING CRITERIA

Investment grade debt securities are those rated "BBB" or higher by Standard &
Poor's, the equivalent rating of other nationally recognized securities rating
organizations or determined to be of equivalent credit quality by Pioneer. Debt
securities rated BBB are considered medium grade obligations with speculative
characteristics, and adverse economic conditions or changing circumstances may
weaken the issuer's ability to pay interest and repay principal. If the rating
of an investment grade debt security falls below investment grade, Pioneer will
consider if any action is appropriate in light of the portfolio's investment
objective and policies.

Below investment grade debt securities are those rated "BB" and below by
Standard & Poor's or the equivalent rating of other nationally recognized
securities rating organizations or determined by Pioneer to be of equivalent
credit quality. See Appendix B for a description of rating categories.

Below investment grade debt securities or comparable unrated securities are
commonly referred to as "junk bonds" and are considered predominantly
speculative and may be questionable as to principal and interest payments.
Changes in economic conditions are more likely to lead to a weakened capacity to
make principal payments and interest payments. The amount of junk bond
securities outstanding has proliferated as an increasing number of issuers have
used junk bonds for corporate financing. An economic downturn could severely
affect the ability of highly leveraged issuers to service their debt obligations
or to repay their obligations upon maturity. Factors having an adverse impact on
the market value of lower quality securities will have an adverse effect on a
portfolio's net asset value to the extent that it invests in such securities. In
addition, a portfolio that invests in non-investment grade debt securities may
incur additional expenses to the extent it is required to seek recovery upon a
default in payment of principal or interest on its portfolio holdings.

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The secondary market for junk bond securities may not be as liquid as the
secondary market for more highly rated securities, a factor which may have an
adverse effect on a portfolio's ability to dispose of a particular security when
necessary to meet its liquidity needs. Under adverse market or economic
conditions, the secondary market for junk bond securities could contract
further, independent of any specific adverse changes in the condition of a
particular issuer. As a result, a portfolio could find it more difficult to sell
these securities or may be able to sell the securities only at prices lower than
if such securities were widely traded. Prices realized upon the sale of such
lower rated or unrated securities, under these circumstances, may be less than
the prices used in calculating a portfolio's net asset value.

Since investors generally perceive that there are greater risks associated with
lower quality debt securities of the type in which a portfolio may invest a
portion of its assets, the yields and prices of such securities may tend to
fluctuate more than those for higher rated securities. In the lower quality
segments of the debt securities market, changes in perceptions of issuers'
creditworthiness tend to occur more frequently and in a more pronounced manner
than do changes in higher quality segments of the debt securities market,
resulting in greater yield and price volatility.

Lower rated and comparable unrated debt securities tend to offer higher yields
than higher rated securities with the same maturities because the historical
financial condition of the issuers of such securities may not have been as
strong as that of other issuers. However, lower rated securities generally
involve greater risks of loss of income and principal than higher rated
securities. Pioneer will attempt to reduce these risks through portfolio
diversification and by analysis of each issuer and its ability to make timely
payments of income and principal, as well as broad economic trends and corporate
developments.

DEBT OBLIGATIONS OF NON-U.S. GOVERNMENTS

Certain portfolios may invest in debt obligations of non-U.S. governments. An
investment in debt obligations of non-U.S. governments and their political
subdivisions (sovereign debt) involves special risks that are not present in
corporate debt obligations. The non-U.S. issuer of the sovereign debt or the
non-U.S. governmental authorities that control the repayment of the debt may be
unable or unwilling to repay principal or interest when due, and a portfolio may
have limited recourse in the event of a default. During periods of economic
uncertainty, the market prices of sovereign debt may be more volatile than
prices of debt obligations of U.S. issues. In the past, certain non-U.S.
countries have encountered difficulties in servicing their debt obligations,
withheld payments of principal and interest and declared moratoria on the
payment of principal and interest on their sovereign debt.

A sovereign debtor's willingness or ability to repay principal and pay interest
in a timely manner may be affected by, among other factors, its cash flow
situation, the extent of its non-U.S. currency reserves, the availability of
sufficient non-U.S. exchange, the relative size of the debt service burden, the
sovereign debtor's policy toward its principal international lenders and local
political constraints. Sovereign debtors may also be dependent on expected
disbursements from non-U.S. governments, multilateral agencies and other
entities to reduce principal and interest arrearages on their debt. The failure
of a sovereign debtor to implement economic reforms, achieve specified levels of
economic performance or repay principal or interest when due may result in the
cancellation of third-party commitments to lend funds to the sovereign debtor,
which may further impair such debtor's ability or willingness to service its
debts.

EURODOLLAR INSTRUMENTS AND SAMURAI AND YANKEE BONDS. The Strategic Income
Portfolio may invest in Eurodollar instruments and Samurai and Yankee bonds.
Eurodollar instruments are bonds of corporate and government issuers that pay
interest and principal in U.S. dollars but are issued in markets outside the
United States, primarily in Europe. Samurai bonds are yen-denominated bonds sold
in Japan by non-Japanese issuers. Yankee bonds are U.S. dollar denominated bonds
typically issued in the U.S. by foreign

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governments and their agencies and foreign banks and corporations. The
portfolio may also invest in Eurodollar Certificates of Deposit ("ECDs"),
Eurodollar Time Deposits ("ETDs") and Yankee Certificates of Deposit ("Yankee
CDs"). ECDs are U.S. dollar-denominated certificates of deposit issued by
foreign branches of domestic banks; ETDs are U.S. dollar-denominated deposits in
a foreign branch of a U.S. bank or in a foreign bank; and Yankee CDs are U.S.
dollar-denominated certificates of deposit issued by a U.S. branch of a foreign
bank and held in the U.S. These investments involve risks that are different
from investments in securities issued by U.S. issuers, including potential
unfavorable political and economic developments, foreign withholding or other
taxes, seizure of foreign deposits, currency controls, interest limitations or
other governmental restrictions which might affect payment of principal or
interest.

SHORT-TERM INVESTMENTS

For temporary defensive or cash management purposes, a portfolio may invest
in all types of short-term investments including, but not limited to, corporate
commercial paper and other short-term commercial obligations issued by non-U.S.
or domestic companies which have issued similar securities; obligations
(including certificates of deposit, time deposits, demand deposits and bankers'
acceptances) of banks located in the U.S. or non-U.S. countries; obligations
issued or guaranteed by the U.S. government or its agencies or
instrumentalities; and repurchase agreements. These securities may be
denominated in U.S. dollars or in non-U.S. currencies.

RISKS OF NON-U.S. INVESTMENTS

To the extent that a portfolio invests in the securities of non-U.S. issuers,
those investments involve considerations and risks not typically associated with
investing in the securities of issuers in the U.S. These risks are heightened
with respect to investments in countries with emerging markets and economies.
The risks of investing in securities of non-U.S. issuers or issuers with
significant exposure to non-U.S. markets may be related, among other things, to
(i) differences in size, liquidity and volatility of, and the degree and manner
of regulation of, the securities markets of certain non-U.S. markets compared to
the securities markets in the U.S.; (ii) economic, political and social factors;
and (iii) foreign exchange matters, such as restrictions on the repatriation of
capital, fluctuations in exchange rates between the U.S. dollar and the
currencies in which a portfolio's securities are quoted or denominated, exchange
control regulations and costs associated with currency exchange. The political
and economic structures in certain countries, particularly emerging markets, are
expected to undergo significant evolution and rapid development, and such
countries may lack the social, political and economic stability characteristic
of more developed countries. Unanticipated political or social developments may
affect the values of a portfolio's investments in such countries. The economies
and securities and currency markets of many emerging markets have experienced
significant disruption and declines. There can be no assurances that these
economic and market disruptions will not continue.

INVESTMENTS IN EMERGING MARKETS. Several portfolios fund may invest in
securities of issuers in countries with emerging economies or securities
markets. Emerging economies or securities markets will generally include, but
not be limited to, countries included in the MSCI Emerging Markets Free Index.
The portfolios will generally focus on emerging markets that do not impose
unusual trading requirements which tend to restrict the flow of investments. In
addition, the portfolios may invest in unquoted securities, including securities
of emerging market issuers.

NON-U.S. SECURITIES MARKETS AND REGULATIONS. There may be less publicly
available information about non-U.S. markets and issuers than is available with
respect to U.S. securities and issuers. Non-U.S. companies

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generally are not subject to accounting, auditing and financial reporting
standards, practices and requirements comparable to those applicable to U.S.
companies. The trading markets for most non-U.S. securities are generally less
liquid and subject to greater price volatility than the markets for comparable
securities in the U.S. The markets for securities in certain emerging markets
are in the earliest stages of their development. Even the markets for relatively
widely traded securities in certain non-U.S. markets, including emerging market
countries, may not be able to absorb, without price disruptions, a significant
increase in trading volume or trades of a size customarily undertaken by
institutional investors in the U.S. Additionally, market making and arbitrage
activities are generally less extensive in such markets, which may contribute to
increased volatility and reduced liquidity. The less liquid a market, the more
difficult it may be for a portfolio to price its portfolio securities accurately
or to dispose of such securities at the times determined by Pioneer to be
appropriate. The risks associated with reduced liquidity may be particularly
acute in situations in which a portfolio's operations require cash, such as in
order to meet redemptions and to pay its expenses.

ECONOMIC, POLITICAL AND SOCIAL FACTORS. Certain countries, including emerging
markets, may be subject to a greater degree of economic, political and social
instability than is the case in the U.S. and Western European countries. Such
instability may result from, among other things: (i) authoritarian governments
or military involvement in political and economic decision making; (ii) popular
unrest associated with demands for improved economic, political and social
conditions; (iii) internal insurgencies; (iv) hostile relations with neighboring
countries; and (v) ethnic, religious and racial disaffection and conflict. Such
economic, political and social instability could significantly disrupt the
financial markets in such countries and the ability of the issuers in such
countries to repay their obligations. Investing in emerging market countries
also involves the risk of expropriation, nationalization, confiscation of assets
and property or the imposition of restrictions on foreign investments and on
repatriation of capital invested. In the event of such expropriation,
nationalization or other confiscation in any emerging country, a portfolio could
lose its entire investment in that country.

Certain emerging market countries restrict or control foreign investment in
their securities markets to varying degrees. These restrictions may limit a
portfolio's investment in those markets and may increase the expenses of a
portfolio. In addition, the repatriation of both investment income and capital
from certain markets in the region is subject to restrictions such as the need
for certain governmental consents. Even where there is no outright restriction
on repatriation of capital, the mechanics of repatriation may affect certain
aspects of a portfolio's operation.

Economies in individual countries may differ favorably or unfavorably from the
U.S. economy in such respects as growth of gross domestic product, rates of
inflation, currency valuation, capital reinvestment, resource self-sufficiency
and balance of payments positions. Many countries have experienced substantial,
and in some cases extremely high, rates of inflation for many years. Inflation
and rapid fluctuations in inflation rates have had, and may continue to have,
very negative effects on the economies and securities markets of certain
emerging countries.

Unanticipated political or social developments may also affect the values of the
fund's investments and the availability to the fund of additional investments in
such countries. During 1997 and 1998, the political stability, economies and
securities and currency markets of many markets in India and the Asian
subcontinent experienced significant disruption and declines. There can be no
assurances that these economic and market disruptions will not continue or
spread to other countries in the region.

Economies in emerging market countries generally are dependent heavily upon
international trade and, accordingly, have been and may continue to be affected
adversely by trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated

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by the countries with which they trade. These economies also have been, and
may continue to be, affected adversely by economic conditions in the countries
with which they trade.

CURRENCY RISKS. Because certain portfolios, under normal circumstances, will
invest a substantial portion of their assets in securities which are denominated
or quoted in foreign currencies, the strength or weakness of the U.S. dollar
against such currencies will affect a portfolio's investment performance. A
decline in the value of any particular foreign currency against the U.S. dollar
will cause a decline in the U.S. dollar value of the portfolio's holdings of
securities denominated or quoted in such currency and, therefore, may cause an
overall decline in the portfolio's net asset value and any net investment income
and capital gains to be distributed in U.S. dollars to shareholders of the
portfolio. Even if the portfolio attempts to hedge against the effects of
adverse changes in foreign currency exchange rates, there will be significant
limitations on the portfolio's ability to hedge effectively against the currency
risks associated with its portfolio investments.

The rate of exchange between the U.S. dollar and other currencies is determined
by several factors including the supply and demand for particular currencies,
central bank efforts to support particular currencies, the movement of interest
rates, the pace of business activity in certain other countries and the U.S.,
and other economic and financial conditions affecting the world economy.

Although these portfolios value their assets daily in terms of U.S. dollars, the
portfolios do not intend to convert their holdings of foreign currencies into
U.S. dollars on a daily basis. A portfolio may do so from time to time, however,
and investors should be aware of the costs of currency conversion. Although
currency dealers do not charge a fee for conversion, they do realize a profit
based on the difference ("spread") between the prices at which they buy and sell
various currencies. Thus, a dealer may offer to sell a foreign currency to a
portfolio one rate, while offering a lesser rate of exchange should the
portfolio desire to sell that currency to the dealer.

CUSTODIAN SERVICES AND RELATED INVESTMENT COSTS. Custodial services and other
costs relating to investment in international securities markets generally are
more expensive than in the U.S. Such markets have settlement and clearance
procedures that differ from those in the U.S. In certain markets there have been
times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions. The
inability of a portfolio to make intended securities purchases due to settlement
problems could cause the portfolio to miss attractive investment opportunities.
Inability to dispose of a portfolio security caused by settlement problems could
result either in losses to a portfolio due to a subsequent decline in value of
the portfolio security or could result in possible liability to a portfolio. In
addition, security settlement and clearance procedures in some emerging
countries may not fully protect a portfolio against loss or theft of its assets.

WITHHOLDING AND OTHER TAXES. A portfolio will be subject to taxes, including
withholding taxes, on income (possibly including, in some cases, capital gains)
that are or may be imposed by certain non-U.S. countries with respect to its
investments in such countries. These taxes will reduce the return achieved by a
portfolio. Treaties between the U.S. and such countries may not be available to
reduce the otherwise applicable tax rates.

ECONOMIC MONETARY UNION (EMU). On January 1, 1999, 11 European countries adopted
a single currency - the Euro. The conversion to the Euro is being phased in over
a three-year period. During this time, valuation, systems and other operational
problems may occur in connection with a portfolio's investments quoted in the
Euro. For participating countries, EMU will mean sharing a single currency and
single official interest rate and adhering to agreed upon limits on government
borrowing. Budgetary decisions will remain in the hands of each participating
country but will be subject to each country's

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commitment to avoid "excessive deficits" and other more specific budgetary
criteria. A European Central Bank is responsible for setting the official
interest rate to maintain price stability within the Euro zone.

INVESTMENTS IN DEPOSITARY RECEIPTS. Portfolios may invest in securities of
non-U.S. issuers in the form of American Depositary Receipts (ADRs), European
Depositary Receipts (EDRs), Global Depositary Receipts (GDRs) and other similar
instruments. Generally, ADRs in registered form are designed for use in U.S.
securities markets, and EDRs and GDRs and other similar global instruments in
bearer form are designed for use in non-U.S. securities markets.

ADRs are denominated in U.S. dollars and represent an interest in the right to
receive securities of non-U.S. issuers deposited in a U.S. bank or correspondent
bank. ADRs do not eliminate all the risk inherent in investing in the securities
of non-U.S. issuers. However, by investing in ADRs rather than directly in the
stock of non-U.S. issuers, a portfolio will avoid currency risks during the
settlement period for either purchase or sales. EDRs and GDRs are not
necessarily quoted in the same currency as the securities for which they may be
exchanged. For purposes of the portfolios' investment policies, investments in
ADRs, EDRs, GDRs and similar instruments will be deemed to be investments in the
equity securities into which they may be converted.

U.S. GOVERNMENT SECURITIES

U.S. government securities in which certain portfolios invest include debt
obligations of varying maturities issued by the U.S. Treasury or issued or
guaranteed by an agency or instrumentality of the U.S. government, including the
Federal Housing Administration, Federal Financing Bank, Farmers Home
Administration, Export-Import Bank of the U.S., Small Business Administration,
Government National Mortgage Association ("GNMA"), General Services
Administration, Central Bank for Cooperatives, Federal Farm Credit Banks,
Federal Home Loan Banks, Federal Home Loan Mortgage Corporation ("FHLMC"),
Federal National Mortgage Association ("FNMA"), Maritime Administration,
Tennessee Valley Authority, District of Columbia Armory Board, Student Loan
Marketing Association, Resolution Trust Corporation and various institutions
that previously were or currently are part of the Farm Credit System (which has
been undergoing reorganization since 1987). Some U.S. government securities,
such as U.S. Treasury bills, Treasury notes and Treasury bonds, which differ
only in their interest rates, maturities and times of issuance, are supported by
the full faith and credit of the United States. Others are supported by: (i) the
right of the issuer to borrow from the U.S. Treasury, such as securities of the
Federal Home Loan Banks; (ii) the discretionary authority of the U.S. government
to purchase the agency's obligations, such as securities of the FNMA; or (iii)
only the credit of the issuer, such as securities of the Student Loan Marketing
Association. No assurance can be given that the U.S. government will provide
financial support in the future to U.S. government agencies, authorities or
instrumentalities that are not supported by the full faith and credit of the
United States. Securities guaranteed as to principal and interest by the U.S.
government, its agencies, authorities or instrumentalities include: (i)
securities for which the payment of principal and interest is backed by an
irrevocable letter of credit issued by the U.S. government or any of its
agencies, authorities or instrumentalities; and (ii) participations in loans
made to non-U.S. governments or other entities that are so guaranteed. The
secondary market for certain of these participations is limited and, therefore,
may be regarded as illiquid.

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U.S. government securities may include zero coupon securities that may be
purchased when yields are attractive and/or to enhance portfolio liquidity. Zero
coupon U.S. government securities are debt obligations that are issued or
purchased at a significant discount from face value. The discount approximates
the total amount of interest the security will accrue and compound over the
period until maturity or the particular interest payment date at a rate of
interest reflecting the market rate of the security at the time of issuance.
Zero coupon U.S. government securities do not require the periodic payment of
interest. These investments benefit the issuer by mitigating its need for cash
to meet debt service, but also require a higher rate of return to attract
investors who are willing to defer receipt of cash. These investments may
experience greater volatility in market value than U.S. government securities
that make regular payments of interest. A portfolio accrues income on these
investments for tax and accounting purposes, which is distributable to
shareholders and which, because no cash is received at the time of accrual, may
require the liquidation of other portfolio securities to satisfy a portfolio's
distribution obligations, in which case a portfolio will forego the purchase of
additional income producing assets with these funds. Zero coupon U.S. government
securities include STRIPS and CUBES, which are issued by the U.S. Treasury as
component parts of U.S. Treasury bonds and represent scheduled interest and
principal payments on the bonds.

MUNICIPAL OBLIGATIONS

Certain portfolios may purchase municipal obligations when Pioneer believes that
they offer favorable rates of income or capital gain potential when compared to
a taxable investment. The term "municipal obligations" generally is understood
to include debt obligations issued by municipalities to obtain funds for various
public purposes, the interest on which is, in the opinion of bond counsel to the
issuer, excluded from gross income for federal income tax purposes. In addition,
if the proceeds from private activity bonds are used for the construction,
repair or improvement of privately operated industrial or commercial facilities,
the interest paid on such bonds may be excluded from gross income for federal
income tax purposes, although current federal tax laws place substantial
limitations on the size of these issues. A portfolio's distributions of any
interest it earns on municipal obligations will be taxable to shareholders as
ordinary income.

The two principal classifications of municipal obligations are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its faith, credit, and taxing power for the payment of
principal and interest. Revenue bonds are payable from the revenues derived from
a particular facility or class of facilities or, in some cases, from the
proceeds of a special excise or other specific revenue source, but not from the
general taxing power. Sizable investments in these obligations could involve an
increased risk to a portfolio should any of the related facilities experience
financial difficulties. Private activity bonds are in most cases revenue bonds
and do not generally carry the pledge of the credit of the issuing municipality.
There are, of course, variations in the security of municipal obligations, both
within a particular classification and between classifications.

MORTGAGE-BACKED SECURITIES

Certain portfolios may invest in mortgage pass-through certificates,
multiple-class pass-through securities and mortgage derivatives. The mortgage
derivatives that a portfolio may invest in include interests in collateralized
mortgage obligations, real estate mortgage investment conduits ("REMICs"),
stripped mortgage backed securities ("SMBS"), interest only mortgage backed
securities ("IOs") and principal only mortgage backed securities ("POs"). A
mortgage-backed security is an obligation of the issuer backed by a mortgage or
pool of mortgages or a direct interest in an underlying pool of mortgages. Some
mortgage-backed securities, such as collateralized mortgage obligations (CMOs),
make payments

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of both principal and interest at a variety of intervals; others
make semiannual interest payments at a predetermined rate and repay principal at
maturity (like a typical bond). Mortgage-backed securities are based on
different types of mortgages including those on commercial real estate or
residential properties. Mortgage-backed securities often have stated maturities
of up to thirty years when they are issued, depending upon the length of the
mortgages underlying the securities. In practice, however, unscheduled or early
payments of principal and interest on the underlying mortgages may make the
securities' effective maturity shorter than this, and the prevailing interest
rates may be higher or lower than the current yield of a portfolio's assets at
the time the portfolio receives the payments for reinvestment. Mortgage-backed
securities may have less potential for capital appreciation than comparable
fixed income securities, due to the likelihood of increased prepayments of
mortgages as interest rates decline. If a portfolio buys mortgage-backed
securities at a premium, mortgage foreclosures and prepayments of principal by
mortgagors (which may be made at any time without penalty) may result in some
loss of the portfolio's principal investment to the extent of the premium paid.

The value of mortgage-backed securities may also change due to shifts in the
market's perception of issuers. In addition, regulatory or tax changes may
adversely affect the mortgage securities markets as a whole. Non-governmental
mortgage-backed securities may offer higher yields than those issued by
government entities, but also may be subject to greater price changes than
governmental issues.

GUARANTEED MORTGAGE PASS-THROUGH SECURITIES. Guaranteed mortgage pass-through
securities represent participation interests in pools of residential mortgage
loans and are issued by U.S. governmental or private lenders and guaranteed by
the U.S. government or one of its agencies or instrumentalities, including but
not limited to GNMA, FNMA and FHLMC. GNMA certificates are guaranteed by the
full faith and credit of the U.S. government for timely payment of principal and
interest on the certificates. FNMA certificates are guaranteed by FNMA, a
federally chartered and privately owned corporation, for full and timely payment
of principal and interest on the certificates. FHLMC certificates are guaranteed
by FHLMC, a corporate instrumentality of the U.S. government, for timely payment
of interest and the ultimate collection of all principal of the related mortgage
loans.

Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create
pass-through pools of conventional residential mortgage loans. Such issuers may,
in addition, be the originators and/or servicers of the underlying mortgage
loans as well as the guarantors of the mortgage-related securities. Because
there are no direct or indirect government or agency guarantees of payments in
pools created by such non-governmental issuers, they generally offer a higher
rate of interest than government and government-related pools. Timely payment of
interest and principal of these pools may be supported by insurance or
guarantees, including individual loan, title, pool and hazard insurance and
letters of credit. The insurance and guarantees are issued by governmental
entities, private insurers and the mortgage poolers. There can be no assurance
that the private insurers or guarantors can meet their obligations under the
insurance policies or guarantee arrangements. Mortgage-related securities
without insurance or guarantees may be purchased if Pioneer determines that the
securities meet a portfolio's quality standards. Mortgage-related securities
issued by certain private organizations may not be readily marketable.

MULTIPLE-CLASS PASS-THROUGH SECURITIES AND COLLATERALIZED MORTGAGE OBLIGATIONS.
CMOs and REMIC pass-through or participation certificates may be issued by,
among others, U.S. government agencies and instrumentalities as well as private
issuers. REMICs are CMO vehicles that qualify for special tax treatment under
the Internal Revenue Code of 1986, as amended (the "Code") and invest in
mortgages principally secured by interests in real property and other
investments permitted by the Code. CMOs and REMIC certificates are issued in
multiple classes and the principal of and interest on the mortgage assets may be
allocated among the several classes of CMOs or REMIC certificates in various

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ways. Each class of CMO or REMIC certificate, often referred to as a "tranche,"
is issued at a specific adjustable or fixed interest rate and must be fully
retired no later than its final distribution date. Generally, interest is paid
or accrues on all classes of CMOs or REMIC certificates on a monthly basis.

Typically, CMOs are collateralized by GNMA, FNMA or FHLMC certificates but also
may be collateralized by other mortgage assets such as whole loans or private
mortgage pass-through securities. Debt service on CMOs is provided from payments
of principal and interest on collateral of mortgaged assets and any reinvestment
income thereon.

STRIPPED MORTGAGE-BACKED SECURITIES. SMBS are multiple-class mortgage-backed
securities that are created when a U.S. government agency or a financial
institution separates the interest and principal components of a mortgage-backed
security and sells them as individual securities. A portfolio invests in SMBS
that are usually structured with two classes that receive different proportions
of interest and principal distributions on a pool of mortgage assets. A typical
SMBS will have one class receiving some of the interest and most of the
principal, while the other class will receive most of the interest and the
remaining principal. The holder of the "principal-only" security receives the
principal payments made by the underlying mortgage-backed security, while the
holder of the "interest-only" security receives interest payments from the same
underlying security. The prices of stripped mortgage-backed securities may be
particularly affected by changes in interest rates. As interest rates fall,
prepayment rates tend to increase, which tends to reduce prices of IOs and
increase prices of POs. Rising interest rates can have the opposite effect.
Although the market for these securities is increasingly liquid, Pioneer may
determine that certain stripped mortgage-backed securities issued by the U.S.
government, its agencies or instrumentalities are not readily marketable. If so,
these securities, together with privately-issued stripped mortgage-backed
securities, will be considered illiquid for purposes of a portfolio's limitation
on investments in illiquid securities. The yields and market risk of
interest-only and principal-only SMBS, respectively, may be more volatile than
those of other fixed income securities.

Certain portfolios also may invest in planned amortization class ("PAC") and
target amortization class ("TAC") CMO bonds which involve less exposure to
prepayment, extension and interest rate risks than other mortgage-backed
securities, provided that prepayment rates remain within expected prepayment
ranges or "collars." To the extent that the prepayment rates remain within these
prepayment ranges, the residual or support tranches of PAC and TAC CMOs assume
the extra prepayment, extension and interest rate risks associated with the
underlying mortgage assets.

RISK FACTORS ASSOCIATED WITH MORTGAGE-BACKED SECURITIES. Investing in
mortgage-backed securities involves certain risks, including the failure of a
counterparty to meet its commitments, adverse interest rate changes and the
effects of prepayments on mortgage cash flows. In addition, investing in the
lowest tranche of CMOs and REMIC certificates involves risks similar to those
associated with investing in equity securities. However, due to adverse tax
consequences under current tax laws, none of the portfolios intends to acquire
"residual" interests in REMICs. Further, the yield characteristics of
mortgage-backed securities differ from those of traditional fixed income
securities. The major differences typically include more frequent interest and
principal payments (usually monthly), the adjustability of interest rates of the
underlying instrument, and the possibility that prepayments of principal may be
made substantially earlier than their final distribution dates.

Prepayment rates are influenced by changes in current interest rates and a
variety of economic, geographic, social and other factors and cannot be
predicted with certainty. Both adjustable rate mortgage loans and fixed rate
mortgage loans may be subject to a greater rate of principal prepayments in a
declining interest rate environment and to a lesser rate of principal
prepayments in an increasing interest rate environment. Under certain interest
rate and prepayment rate scenarios, a portfolio may fail to recoup

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fully its investment in mortgage-backed securities notwithstanding any
direct or indirect governmental, agency or other guarantee. When a portfolio
reinvests amounts representing payments and unscheduled prepayments of
principal, it may obtain a rate of interest that is lower than the rate on
existing adjustable rate mortgage pass-through securities. Thus, mortgage-backed
securities, and adjustable rate mortgage pass-through securities in particular,
may be less effective than other types of U.S. government securities as a means
of "locking in" interest rates.

ASSET-BACKED SECURITIES

Certain portfolios may invest in asset-backed securities, which are securities
that represent a participation in, or are secured by and payable from, a stream
of payments generated by particular assets, most often a pool or pools of
similar assets (e.g., trade receivables). The credit quality of these securities
depends primarily upon the quality of the underlying assets and the level of
credit support and/or enhancement provided.

The underlying assets (e.g., loans) are subject to prepayments which shorten the
securities' weighted average maturity and may lower their return. If the credit
support or enhancement is exhausted, losses or delays in payment may result if
the required payments of principal and interest are not made. The value of these
securities also may change because of changes in the market's perception of the
creditworthiness of the servicing agent for the pool, the originator of the
pool, or the financial institution or trust providing the credit support or
enhancement.

STRUCTURED SECURITIES

Certain portfolios may invest in structured securities. The value of the
principal of and/or interest on such securities is determined by reference to
changes in the value of specific currencies, interest rates, commodities,
indices or other financial indicators (the "Reference") or the relative change
in two or more references. The interest rate or the principal amount payable
upon maturity or redemption may be increased or decreased depending upon changes
in the References. The interest rate or the principal amount payable upon
maturity or redemption may be increased or decreased depending upon changes in
the References. The terms of the structured securities may provide in certain
circumstances that no principal is due at maturity and, therefor, may result in
a loss of the portfolio's investment. Changes in the interest rate or principal
payable at maturity may be a multiple of the changes in the value of the
Reference. Consequently, structured securities may entail a greater degree of
market risk than other types of fixed income securities.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

The portfolios may purchase securities, including U.S. government securities, on
a when-issued basis or may purchase or sell securities for delayed delivery. In
such transactions, delivery of the securities occurs beyond the normal
settlement period, but no payment or delivery is made by the portfolio prior to
the actual delivery or payment by the other party to the transaction. A
portfolio will not earn income on these securities until delivered. The purchase
of securities on a when-issued or delayed delivery basis involves the risk that
the value of the securities purchased will decline prior to the settlement date.
The sale of securities for delayed delivery involves the risk that the prices
available in the market on the delivery date may be greater than those obtained
in the sale transaction. When-issued and delayed delivery transactions will be
fully collateralized by segregated liquid assets. See "Asset Segregation."

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WARRANTS AND STOCK PURCHASE RIGHTS

Portfolios that invest in equity securities may invest in warrants, which are
securities permitting, but not obligating, their holder to subscribe for other
securities. Warrants do not carry with them the right to dividends or voting
rights with respect to the securities that they entitle their holders to
purchase, and they do not represent any rights in the assets of the issuer.

The portfolios that invest in equity securities may also invest in stock
purchase rights. Stock purchase rights are instruments, frequently distributed
to an issuer's shareholders as a dividend, that entitle the holder to purchase a
specific number of shares of common stock on a specific date or during a
specific period of time. The exercise price on the rights is normally at a
discount from market value of the common stock at the time of distribution. The
rights do not carry with them the right to dividends or to vote and may or may
not be transferable. Stock purchase rights are frequently used outside of the
United States as a means of raising additional capital from an issuer's current
shareholders.

As a result, an investment in warrants or stock purchase rights may be
considered more speculative than certain other types of investments. In
addition, the value of a warrant or a stock purchase right does not necessarily
change with the value of the underlying securities, and warrants and stock
purchase rights expire worthless if they are not exercised on or prior to their
expiration date.

PREFERRED SHARES

A portfolio may invest in preferred shares of beneficial interest of trust
instruments. Preferred shares are equity securities, but they have many
characteristics of fixed income securities, such as a fixed dividend payment
rate and/or a liquidity preference over the issuer's common shares. However,
because preferred shares are equity securities, they may be more susceptible to
risks traditionally associated with equity investments than a portfolio's fixed
income securities.

ILLIQUID SECURITIES

Each portfolio (other than Money Market Portfolio with respect to which the
limit is 10% of net assets) will not invest more than 15% of its net assets in
illiquid and other securities that are not readily marketable. Repurchase
agreements maturing in more than seven days will be included for purposes of the
foregoing limit. Securities subject to restrictions on resale under the
Securities Act of 1933, as amended (the "1933 Act"), are considered illiquid
unless they are eligible for resale pursuant to Rule 144A or another exemption
from the registration requirements of the 1933 Act and are determined to be
liquid by Pioneer. Pioneer determines the liquidity of Rule 144A and other
restricted securities according to procedures adopted by the Board of Trustees.
The Board of Trustees monitors Pioneer's application of these guidelines and
procedures. The inability of a portfolio to dispose of illiquid investments
readily or at reasonable prices could impair a portfolio's ability to raise cash
for redemptions or other purposes. If a portfolio sold restricted securities
other than pursuant to an exception from registration under the 1933 Act such as
Rule 144A, it may be deemed to be acting as an underwriter and subject to
liability under the 1933 Act.

REAL ESTATE INVESTMENT TRUSTS ("REITS") AND ASSOCIATED RISK FACTORS

REITs are pooled investment vehicles which invest primarily in income producing
real estate or real estate related loans or interests. REITs are generally
classified as equity REITs, mortgage REITs or a combination of equity and
mortgage REITs. Equity REITs invest the majority of their assets directly in
real property and derive income primarily from the collection of rents. Equity
REITs can also realize

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capital gains by selling properties that have appreciated
in value. Mortgage REITs invest the majority of their assets in real estate
mortgages and derive income from the collection of interest payments. REITs are
not taxed on income distributed to shareholders provided they comply with the
applicable requirements of the Code. Debt securities issued by REITs, for the
most part, are general and unsecured obligations and are subject to risks
associated with REITs.

Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. An equity REIT
may be affected by changes in the value of the underlying properties owned by
the REIT. A mortgage REIT may be affected by changes in interest rates and the
ability of the issuers of its portfolio mortgages to repay their obligations.
REITs are dependent upon the skills of their managers and are not diversified.
REITs are generally dependent upon maintaining cash flows to repay borrowings
and to make distributions to shareholders and are subject to the risk of default
by lessees or borrowers. REITs whose underlying assets are concentrated in
properties used by a particular industry, such as health care, are also subject
to risks associated with such industry.

REITs (especially mortgage REITs) are also subject to interest rate risks. When
interest rates decline, the value of a REIT's investment in fixed rate
obligations can be expected to rise. Conversely, when interest rates rise, the
value of a REIT's investment in fixed rate obligations can be expected to
decline. If the REIT invests in adjustable rate mortgage loans the interest
rates on which are reset periodically, yields on a REIT's investments in such
loans will gradually align themselves to reflect changes in market interest
rates. This causes the value of such investments to fluctuate less dramatically
in response to interest rate fluctuations than would investments in fixed rate
obligations.

REITs may have limited financial resources, may trade less frequently and in a
limited volume and may be subject to more abrupt or erratic price movements than
larger company securities. Historically REITs have been more volatile in price
than the larger capitalization stocks included in Standard & Poor's 500 Stock
Index (the "S&P 500").

OTHER INVESTMENT COMPANIES

With the exception of the Money Market Portfolio, which may not purchase
securities of other investment companies or investment trusts unless they are
acquired as part of a merger, consolidation or acquisition of assets, the
portfolios may invest in the securities of other investment companies to the
extent that such investments are consistent with a portfolio's investment
objective and policies and permissible under the Investment Company Act of 1940,
as amended (the "1940 Act"). Under the 1940 Act, a portfolio may not acquire the
securities of other domestic or non-U.S. investment companies if, as a result,
(i) more than 10% of a portfolio's total assets would be invested in securities
of other investment companies, (ii) such purchase would result in more than 3%
of the total outstanding voting securities of any one investment company being
held by a portfolio, or (iii) more than 5% of a portfolio's total assets would
be invested in any one investment company. These limitations do not apply to the
purchase of shares of any investment company in connection with a merger,
consolidation, reorganization or acquisition of substantially all the assets of
another investment company. A portfolio will not invest in other investment
companies for which Pioneer or any of its affiliates act as an investment
adviser or distributor.

A portfolio, as a holder of the securities of other investment companies, will
bear its pro rata portion of the other investment companies' expenses, including
advisory fees. These expenses are in addition to the direct expenses of a
portfolio's own operations.

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REPURCHASE AGREEMENTS

A portfolio may enter into repurchase agreements with broker-dealers, member
banks of the Federal Reserve System and other financial institutions. Repurchase
agreements are arrangements under which a portfolio purchases securities and the
seller agrees to repurchase the securities within a specific time and at a
specific price. The repurchase price is generally higher than a portfolio's
purchase price, with the difference being income to a portfolio. The Board of
Trustees reviews and monitors the creditworthiness of any institution which
enters into a repurchase agreement with a portfolio. The counterparty's
obligations under the repurchase agreement are collateralized with U.S. Treasury
and/or agency obligations with a market value of not less than 100% of the
obligations, valued daily. Collateral is held by a portfolio's custodian in a
segregated, safekeeping account for the benefit of a portfolio. Repurchase
agreements afford a portfolio an opportunity to earn income on temporarily
available cash at low risk. In the event of commencement of bankruptcy or
insolvency proceedings with respect to the seller of the security before
repurchase of the security under a repurchase agreement, a portfolio may
encounter delay and incur costs before being able to sell the security. Such a
delay may involve loss of interest or a decline in price of the security. If the
court characterizes the transaction as a loan and a portfolio has not perfected
a security interest in the security, a portfolio may be required to return the
security to the seller's estate and be treated as an unsecured creditor of the
seller. As an unsecured creditor, a portfolio would be at risk of losing some or
all of the principal and interest involved in the transaction.

SHORT SALES AGAINST THE BOX

Each equity portfolio and the Strategic Income Portfolio may sell securities
"short against the box." A short sale involves a portfolio borrowing securities
from a broker and selling the borrowed securities. A portfolio has an obligation
to return securities identical to the borrowed securities to the broker. In a
short sale against the box, a portfolio at all times owns an equal amount of the
security sold short or securities convertible into or exchangeable for, with or
without payment of additional consideration, an equal amount of the security
sold short. The portfolios intend to use short sales against the box to hedge.
For example, when a portfolio believes that the price of a current portfolio
security may decline, the portfolio may use a short sale against the box to lock
in a sale price for a security rather than selling the security immediately. In
such a case, any future losses in the portfolio's long position should be offset
by a gain in the short position and, conversely, any gain in the long position
should be reduced by a loss in the short position.

If a portfolio effects a short sale against the box at a time when it has an
unrealized gain on the security, it may be required to recognize that gain as if
it had actually sold the security (a "constructive sale") on the date it effects
the short sale. However, such constructive sale treatment may not apply if a
portfolio closes out the short sale with securities other than the appreciated
securities held at the time of the short sale provided that certain other
conditions are satisfied. Uncertainty regarding certain tax consequences of
effecting short sales may limit the extent to which a portfolio may make short
sales against the box.

ASSET SEGREGATION

The 1940 Act requires that a portfolio segregate assets in connection with
certain types of transactions that may have the effect of leveraging a
portfolio's assets. If a portfolio enters into a transaction requiring
segregation, such as a forward commitment, the custodian or Pioneer will
segregate liquid assets in an amount required to comply with the 1940 Act. Such
segregated assets will be valued at market daily. If the aggregate value of such
segregated assets declines below the aggregate value required to satisfy the
1940 Act, additional liquid assets will be segregated.

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PORTFOLIO TURNOVER

It is the policy of the portfolios not to engage in trading for short-term
profits although portfolio turnover rate is not considered a limiting factor in
the execution of investment decisions for a portfolio. See Appendix A for each
portfolio's annual portfolio turnover rate.

FOREIGN CURRENCY TRANSACTIONS

Portfolios that invest in non-U.S. securities may engage in foreign currency
transactions. These transactions may be conducted at the prevailing spot rate
for purchasing or selling currency in the foreign exchange market. These
portfolios also have authority to enter into forward foreign currency exchange
contracts involving currencies of the different countries in which the portfolio
invests as a hedge against possible variations in the foreign exchange rates
between these currencies and the U.S. dollar. This is accomplished through
contractual agreements to purchase or sell a specified currency at a specified
future date and price set at the time of the contract. The portfolios will not
enter into speculative forward foreign currency contracts.

Transaction hedging is the purchase or sale of forward foreign currency
contracts with respect to specific receivables or payables of a portfolio,
accrued in connection with the purchase and sale of its portfolio securities
quoted in foreign currencies. Portfolio hedging is the use of forward foreign
currency contracts to offset portfolio security positions denominated or quoted
in such foreign currencies. There is no guarantee that a portfolio will be
engaged in hedging activities when adverse exchange rate movements occur. A
portfolio will not attempt to hedge all of its foreign portfolio positions and
will enter into such transactions only to the extent, if any, deemed appropriate
by Pioneer.

Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Such transactions also limit the opportunity
for gain if the value of the hedged currency should rise. Moreover, it may not
be possible for a portfolio to hedge against a devaluation that is so generally
anticipated that a portfolio is not able to contract to sell the currency at a
price above the devaluation level it anticipates.

A portfolio may also engage in cross-hedging by using forward contracts in one
currency to hedge against fluctuations in the value of securities denominated in
a different currency, if Pioneer determines that there is a pattern of
correlation between the two currencies. Cross-hedging may also include entering
into a forward transaction involving two foreign currencies, using one foreign
currency as a proxy for the U.S. dollar to hedge against variations in the other
foreign currency, if Pioneer determines that there is a pattern of correlation
between the proxy currency and the U.S. dollar.

The cost to a portfolio of engaging in foreign currency transactions varies with
such factors as the currency involved, the size of the contract, the length of
the contract period, differences in interest rates between the two currencies
and the market conditions then prevailing. Since transactions in foreign
currency and forward contracts are usually conducted on a principal basis, no
fees or commissions are involved. A portfolio may close out a forward position
in a currency by selling the forward contract or by entering into an offsetting
forward contract.

The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible because the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date on which the
contract is entered into and the date it matures. Using forward contracts to
protect the value of a portfolio's securities against a decline in the value of
a currency does not eliminate fluctuations in the underlying

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prices of the securities. It simply establishes a rate of exchange which a
portfolio can achieve at some future point in time. The precise projection of
short-term currency market movements is not possible, and short-term hedging
provides a means of fixing the U.S. dollar value of only a portion of a
portfolio's foreign assets.

While a portfolio will enter into forward contracts to reduce currency exchange
rate risks, transactions in such contracts involve certain other risks. While a
portfolio may benefit from such transactions, unanticipated changes in currency
prices may result in a poorer overall performance for the portfolio than if it
had not engaged in any such transactions. Moreover, there may be imperfect
correlation between a portfolio's holdings of securities quoted or denominated
in a particular currency and forward contracts entered into by the portfolio.
Such imperfect correlation may cause a portfolio to sustain losses which will
prevent a portfolio from achieving a complete hedge or expose a portfolio to
risk of foreign exchange loss.

Over-the-counter markets for trading foreign forward currency contracts offer
less protection against defaults than is available when trading in currency
instruments on an exchange. Since a forward foreign currency exchange contract
is not guaranteed by an exchange or clearinghouse, a default on the contract
would deprive a portfolio of unrealized profits or force a portfolio to cover
its commitments for purchase or resale, if any, at the current market price.

If a portfolio enters into a forward contract to purchase foreign currency, the
custodian or Pioneer will segregate liquid assets. See "Asset Segregation."

OPTIONS ON FOREIGN CURRENCIES

Portfolios that invest in non-U.S. securities may purchase and write options on
foreign currencies for hedging purposes in a manner similar to that of
transactions in forward contracts. For example, a decline in the dollar value of
a foreign currency in which portfolio securities are quoted or denominated will
reduce the dollar value of such securities, even if their value in the foreign
currency remains constant. In an attempt to protect against such decreases in
the value of portfolio securities, the portfolio may purchase put options on the
foreign currency. If the value of the currency declines, a portfolio will have
the right to sell such currency for a fixed amount of dollars which exceeds the
market value of such currency. This would result in a gain that may offset, in
whole or in part, the negative effect of currency depreciation on the value of a
portfolio's securities quoted or denominated in that currency.

Conversely, if a rise in the dollar value of a currency is projected for those
securities to be acquired, thereby increasing the cost of such securities, a
portfolio may purchase call options on such currency. If the value of such
currency increases, the purchase of such call options would enable a portfolio
to purchase currency for a fixed amount of dollars which is less than the market
value of such currency. Such a purchase would result in a gain that may offset,
at least partially, the effect of any currency related increase in the price of
securities a portfolio intends to acquire. As in the case of other types of
options transactions, however, the benefit a portfolio derives from purchasing
foreign currency options will be reduced by the amount of the premium and
related transaction costs. In addition, if currency exchange rates do not move
in the direction or to the extent anticipated, a portfolio could sustain losses
on transactions in foreign currency options which would deprive it of a portion
or all of the benefits of advantageous changes in such rates.

A portfolio may also write options on foreign currencies for hedging purposes.
For example, if a portfolio anticipated a decline in the dollar value of
securities quoted or denominated in a foreign currency because of declining
exchange rates, it could, instead of purchasing a put option, write a covered
call option on

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the relevant currency. If the expected decline occurs, the option
will most likely not be exercised, and the decrease in value of portfolio
securities will be partially offset by the amount of the premium received by a
portfolio.

Similarly, a portfolio could write a put option on the relevant currency,
instead of purchasing a call option, to hedge against an anticipated increase in
the dollar cost of securities to be acquired. If exchange rates move in the
manner projected, the put option will expire unexercised and allow the portfolio
to offset such increased cost up to the amount of the premium. However, as in
the case of other types of options transactions, the writing of a foreign
currency option will constitute only a partial hedge up to the amount of the
premium, only if rates move in the expected direction. If unanticipated exchange
rate fluctuations occur, the option may be exercised and a portfolio would be
required to purchase or sell the underlying currency at a loss which may not be
fully offset by the amount of the premium. As a result of writing options on
foreign currencies, a portfolio also may be required to forego all or a portion
of the benefits which might otherwise have been obtained from favorable
movements in currency exchange rates.

A call option written on foreign currency by a portfolio is "covered" if the
portfolio owns the underlying foreign currency subject to the call, or if it has
an absolute and immediate right to acquire that foreign currency without
additional cash consideration. A call option is also covered if a portfolio
holds a call on the same foreign currency for the same principal amount as the
call written where the exercise price of the call held is (a) equal to or less
than the exercise price of the call written or (b) greater than the exercise
price of the call written if the amount of the difference is maintained by a
portfolio in cash or liquid securities. See "Asset Segregation."

A portfolio may close out its position in a currency option by either selling
the option it has purchased or entering into an offsetting option. An
exchange-traded options position may be closed out only on an options exchange
which provides a secondary market for an option of the same series. Although a
portfolio will generally purchase or write only those options for which there
appears to be an active secondary market, there is no assurance that a liquid
secondary market on an exchange will exist for any particular option, or at any
particular time. For some options no secondary market on an exchange may exist.
In such event, it might not be possible to effect closing transactions in
particular options, with the result that a portfolio would have to exercise its
options in order to realize any profit and would incur transaction costs upon
the sale of underlying currencies pursuant to the exercise of put options. If a
portfolio as a covered call option writer is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
currency (or security quoted or denominated in that currency) until the option
expires or it delivers the underlying currency upon exercise.

A portfolio may also use options on currencies to cross-hedge, which involves
writing or purchasing options on one currency to hedge against changes in
exchange rates of a different currency with a pattern of correlation.
Cross-hedging may also include using a foreign currency as a proxy for the U.S.
dollar, if Pioneer determines that there is a pattern of correlation between
that currency and the U.S. dollar.

A portfolio may purchase and write over-the-counter options to the extent
consistent with its limitation on investments in illiquid securities. Trading in
over-the-counter options is subject to the risk that the other party will be
unable or unwilling to close out options purchased or written by a portfolio.

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OPTIONS ON SECURITIES AND SECURITIES INDICES

Each portfolio may purchase put and call options on any security in which it may
invest or options on any securities index based on securities in which it may
invest. Each portfolio would also be able to enter into closing sale
transactions in order to realize gains or minimize losses on options it has
purchased.

WRITING CALL AND PUT OPTIONS ON SECURITIES. A call option written by a portfolio
obligates the portfolio to sell specified securities to the holder of the option
at a specified price if the option is exercised at any time before the
expiration date. All call options written by a portfolio are covered, which
means that the portfolio will own the securities subject to the options as long
as the options are outstanding, or a portfolio will use the other methods
described below. A portfolio's purpose in writing covered call options is to
realize greater income than would be realized on portfolio securities
transactions alone. However, a portfolio may forego the opportunity to profit
from an increase in the market price of the underlying security.

A put option written by a portfolio would obligate the portfolio to purchase
specified securities from the option holder at a specified price if the option
is exercised at any time before the expiration date. All put options written by
a portfolio would be covered, which means that the portfolio would have
segregated assets with a value at least equal to the exercise price of the put
option. The purpose of writing such options is to generate additional income for
a portfolio. However, in return for the option premium, a portfolio accepts the
risk that it may be required to purchase the underlying security at a price in
excess of its market value at the time of purchase.

Call and put options written by a portfolio will also be considered to be
covered to the extent that the portfolio's liabilities under such options are
wholly or partially offset by its rights under call and put options purchased by
a portfolio. In addition, a written call option or put may be covered by
entering into an offsetting forward contract and/or by purchasing an offsetting
option or any other option which, by virtue of its exercise price or otherwise,
reduces a portfolio's net exposure on its written option position.

WRITING CALL AND PUT OPTIONS ON SECURITIES INDICES. A portfolio may also write
(sell) covered call and put options on any securities index composed of
securities in which it may invest. Options on securities indices are similar to
options on securities, except that the exercise of securities index options
requires cash payments and does not involve the actual purchase or sale of
securities. In addition, securities index options are designed to reflect price
fluctuations in a group of securities or segments of the securities market
rather than price fluctuations in a single security.

A portfolio may cover call options on a securities index by owning securities
whose price changes are expected to be similar to those of the underlying index,
or by having an absolute and immediate right to acquire such securities without
additional cash consideration (or for additional consideration if cash in such
amount is segregated) upon conversion or exchange of other securities in its
portfolio. A portfolio may cover call and put options on a securities index by
segregating assets with a value equal to the exercise price.

PURCHASING CALL AND PUT OPTIONS. A portfolio would normally purchase call
options in anticipation of an increase in the market value of securities of the
type in which it may invest. The purchase of a call option would entitle a
portfolio, in return for the premium paid, to purchase specified securities at a
specified price during the option period. A portfolio would ordinarily realize a
gain if, during the option period, the value of such securities exceeded the sum
of the exercise price, the premium paid and transaction costs; otherwise the
portfolio would realize either no gain or a loss on the purchase of the call
option.

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A portfolio would normally purchase put options in anticipation of a decline in
the market value of securities in its portfolio ("protective puts") or in
securities in which it may invest. The purchase of a put option would entitle a
portfolio, in exchange for the premium paid, to sell specified securities at a
specified price during the option period. The purchase of protective puts is
designed to offset or hedge against a decline in the market value of a
portfolio's securities. Put options may also be purchased by a portfolio for the
purpose of affirmatively benefiting from a decline in the price of securities
which it does not own. A portfolio would ordinarily realize a gain if, during
the option period, the value of the underlying securities decreased below the
exercise price sufficiently to more than cover the premium and transaction
costs; otherwise a portfolio would realize either no gain or a loss on the
purchase of the put option. Gains and losses on the purchase of protective put
options would tend to be offset by countervailing changes in the value of the
underlying portfolio securities.

RISKS OF TRADING OPTIONS. There is no assurance that a liquid secondary market
on an options exchange will exist for any particular exchange-traded option, or
at any particular time. If a portfolio is unable to effect a closing purchase
transaction with respect to covered options it has written, a portfolio will not
be able to sell the underlying securities or dispose of its segregated assets
until the options expire or are exercised. Similarly, if a portfolio is unable
to effect a closing sale transaction with respect to options it has purchased,
it will have to exercise the options in order to realize any profit and will
incur transaction costs upon the purchase or sale of underlying securities.

Reasons for the absence of a liquid secondary market on an exchange include the
following: (i) there may be insufficient trading interest in certain options;
(ii) restrictions may be imposed by an exchange on opening or closing
transactions or both; (iii) trading halts, suspensions or other restrictions may
be imposed with respect to particular classes or series of options; (iv) unusual
or unforeseen circumstances may interrupt normal operations on an exchange; (v)
the facilities of an exchange or the Options Clearing Corporation (the "OCC")
may not at all times be adequate to handle current trading volume; or (vi) one
or more exchanges could, for economic or other reasons, decide or be compelled
at some future date to discontinue the trading of options (or a particular class
or series of options), in which event the secondary market on that exchange (or
in that class or series of options) would cease to exist, although outstanding
options on that exchange, if any, that had been issued by the OCC as a result of
trades on that exchange would continue to be exercisable in accordance with
their terms.

A portfolio may terminate its obligations under an exchange-traded call or put
option by purchasing an option identical to the one it has written. Obligations
under over-the-counter options may be terminated only by entering into an
offsetting transaction with the counterparty to such option. Such purchases are
referred to as "closing purchase transactions."

A portfolio may purchase and sell both options that are traded on U.S. and
foreign exchanges and options traded over the counter with broker-dealers who
make markets in these options. The ability to terminate over-the-counter options
is more limited than with exchange-traded options and may involve the risk that
broker-dealers participating in such transactions will not fulfill their
obligations. Until such time as the staff of the Securities and Exchange
Commission (the "SEC") changes its position, a portfolio will treat purchased
over-the-counter options and all assets used to cover written over-the-counter
options as illiquid securities, except that with respect to options written with
primary dealers in U.S. government securities pursuant to an agreement requiring
a closing purchase transaction at a formula price, the amount of illiquid
securities may be calculated with reference to the formula.

Transactions by a portfolio in options on securities and indices will be subject
to limitations established by each of the exchanges, boards of trade or other
trading facilities governing the maximum number of

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options in each class which may be written or purchased by a single
investor or group of investors acting in concert. Thus, the number of options
which a portfolio may write or purchase may be affected by options written or
purchased by other investment advisory clients of Pioneer. An exchange, board of
trade or other trading facility may order the liquidations of positions found to
be in excess of these limits, and it may impose certain other sanctions.

The writing and purchase of options is a highly specialized activity which
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. The successful use of protective
puts for hedging purposes depends in part on Pioneer's ability to predict future
price fluctuations and the degree of correlation between the options and
securities markets.

The hours of trading for options may not conform to the hours during which the
underlying securities are traded. To the extent that the options markets close
before the markets for the underlying securities, significant price movements
can take place in the underlying markets that cannot be reflected in the options
markets.

In addition to the risks of imperfect correlation between a portfolio's
portfolio and the index underlying the option, the purchase of securities index
options involves the risk that the premium and transaction costs paid by a
portfolio in purchasing an option will be lost. This could occur as a result of
unanticipated movements in the price of the securities comprising the securities
index on which the option is based.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

To hedge against changes in securities prices or currency exchange rates or to
seek to increase total return, each portfolio may purchase and sell various
kinds of futures contracts, and purchase and write (sell) call and put options
on any of such futures contracts. Each portfolio may also enter into closing
purchase and sale transactions with respect to any of such contracts and
options. The futures contracts may be based on various securities (such as U.S.
government securities), securities indices, non-U.S. currencies and other
financial instruments and indices. A portfolio will engage in futures and
related options transactions for bona fide hedging and non-hedging purposes as
described below. All futures contracts entered into by a portfolio are traded on
U.S. exchanges or boards of trade that are licensed and regulated by the
Commodity Futures Trading Commission (the "CFTC") or on non-U.S. exchanges.

FUTURES CONTRACTS. A futures contract may generally be described as an agreement
between two parties to buy and sell particular financial instruments for an
agreed price during a designated month (or to deliver the final cash settlement
price, in the case of a contract relating to an index or otherwise not calling
for physical delivery at the end of trading in the contract).

When interest rates are rising or securities prices are falling, a portfolio can
seek to offset a decline in the value of its current portfolio securities
through the sale of futures contracts. When interest rates are falling or
securities prices are rising, a portfolio, through the purchase of futures
contracts, can attempt to secure better rates or prices than might later be
available in the market when it effects anticipated purchases. Similarly, a
portfolio can sell futures contracts on a specified currency to protect against
a decline in the value of such currency and a decline in the value of its
portfolio securities which are quoted or denominated in such currency. A
portfolio can purchase futures contracts on a non-U.S. currency to establish the
price in U.S. dollars of a security denominated in such currency that a
portfolio has acquired or expects to acquire.

Positions taken in the futures markets are not normally held to maturity but are
instead liquidated through offsetting transactions which may result in a profit
or a loss. While futures contracts on securities or

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currency will usually be liquidated in this manner, a portfolio may instead
make, or take, delivery of the underlying securities or currency whenever it
appears economically advantageous to do so. A clearing corporation associated
with the exchange on which futures on securities or currency are traded
guarantees that, if still open, the sale or purchase will be performed on the
settlement date.

HEDGING STRATEGIES. Hedging, by use of futures contracts, seeks to establish
with more certainty the effective price, rate of return and currency exchange
rate on portfolio securities and securities that a portfolio owns or proposes to
acquire. A portfolio may, for example, take a "short" position in the futures
market by selling futures contracts in order to hedge against an anticipated
rise in interest rates or a decline in market prices or non-U.S. currency rates
that would adversely affect the value of a portfolio's securities. Such futures
contracts may include contracts for the future delivery of securities held by a
portfolio or securities with characteristics similar to those of a portfolio's
securities. Similarly, a portfolio may sell futures contracts in a non-U.S.
currency in which its portfolio securities are denominated or in one currency to
hedge against fluctuations in the value of securities denominated in a different
currency if there is an established historical pattern of correlation between
the two currencies. If, in the opinion of Pioneer, there is a sufficient degree
of correlation between price trends for a portfolio's portfolio securities and
futures contracts based on other financial instruments, securities indices or
other indices, a portfolio may also enter into such futures contracts as part of
its hedging strategies. Although under some circumstances prices of securities
in a portfolio's portfolio may be more or less volatile than prices of such
futures contracts, Pioneer will attempt to estimate the extent of this
volatility difference based on historical patterns and compensate for any such
differential by having a portfolio enter into a greater or lesser number of
futures contracts or by attempting to achieve only a partial hedge against price
changes affecting a portfolio's portfolio securities. When hedging of this
character is successful, any depreciation in the value of portfolio securities
will be substantially offset by appreciation in the value of the futures
position. On the other hand, any unanticipated appreciation in the value of a
portfolio's portfolio securities would be substantially offset by a decline in
the value of the futures position.

On other occasions, a portfolio may take a "long" position by purchasing futures
contracts. This may be done, for example, when a portfolio anticipates the
subsequent purchase of particular securities when it has the necessary cash, but
expects the prices or currency exchange rates then available in the applicable
market to be less favorable than prices or rates that are currently available.

OPTIONS ON FUTURES CONTRACTS. The acquisition of put and call options on futures
contracts will give a portfolio the right (but not the obligation) for a
specified price to sell or to purchase, respectively, the underlying futures
contract at any time during the option period. As the purchaser of an option on
a futures contract, a portfolio obtains the benefit of the futures position if
prices move in a favorable direction but limits its risk of loss in the event of
an unfavorable price movement to the loss of the premium and transaction costs.

The writing of a call option on a futures contract generates a premium which may
partially offset a decline in the value of a portfolio's assets. By writing a
call option, a portfolio becomes obligated, in exchange for the premium, to sell
a futures contract (if the option is exercised), which may have a value higher
than the exercise price. Conversely, the writing of a put option on a futures
contract generates a premium which may partially offset an increase in the price
of securities that a portfolio intends to purchase. However, a portfolio becomes
obligated to purchase a futures contract (if the option is exercised) which may
have a value lower than the exercise price. Thus, the loss incurred by a
portfolio in writing options on futures is potentially unlimited and may exceed
the amount of the premium received. A portfolio will incur transaction costs in
connection with the writing of options on futures.

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The holder or writer of an option on a futures contract may terminate its
position by selling or purchasing an offsetting option on the same series. There
is no guarantee that such closing transactions can be effected. A portfolio's
ability to establish and close out positions on such options will be subject to
the development and maintenance of a liquid market.

EQUITY SWAPS, CAPS, FLOORS AND COLLARS. The Europe Select, Global Financials,
Global Health Care and Global Telecoms Portfolios may enter into equity swaps,
caps, floors and collars to hedge assets or liabilities or to seek to increase
total return. Equity swaps involve the exchange by a portfolio with another
party of their respective commitments to make or receive payments based on
notional equity securities. The purchase of an equity cap entitles the
purchaser, to the extent that the market value of a specified equity security or
benchmark exceeds a predetermined level, to receive payments of a
contractually-based amount from the party selling the cap. The purchase of an
equity floor entitles the purchaser, to the extent that the market value of a
specified equity security or benchmark falls below a predetermined level, to
receive payments of a contractually-based amount from the party selling the
floor. A collar is a combination of a cap and a floor that preserves a certain
return within a predetermined range of values. Investments in swaps, caps,
floors and collars are highly specialized activities which involve investment
techniques and risks different from those associated with ordinary portfolio
transactions. If Pioneer is incorrect in its forecast of market values, these
investments could negatively impact portfolio performance. These investments
also are subject to default risk of the counterparty and may be less liquid than
other portfolio securities. Moreover, investments in swaps, caps, floors and
collars may involve greater transaction costs than investments in other equity
securities.

OTHER CONSIDERATIONS. A portfolio will engage in futures and related options
transactions only for bona fide hedging or non-hedging purposes in accordance
with CFTC regulations which permit principals of an investment company
registered under the 1940 Act to engage in such transactions without registering
as commodity pool operators. A portfolio will determine that the price
fluctuations in the futures contracts and options on futures used for hedging
purposes are substantially related to price fluctuations in securities held by a
portfolio or which a portfolio expects to purchase. Except as stated below, a
portfolio's futures transactions will be entered into for traditional hedging
purposes--i.e., futures contracts will be sold to protect against a decline in
the price of securities (or the currency in which they are denominated) that a
portfolio owns, or futures contracts will be purchased to protect a portfolio
against an increase in the price of securities (or the currency in which they
are denominated) it intends to purchase. As evidence of this hedging intent, a
portfolio expects that on 75% or more of the occasions on which it takes a long
futures or option position (involving the purchase of futures contracts), a
portfolio will have purchased, or will be in the process of purchasing,
equivalent amounts of related securities or assets denominated in the related
currency in the cash market at the time when the futures or options position is
closed out. However, in particular cases, when it is economically advantageous
for a portfolio to do so, a long futures position may be terminated or an option
may expire without the corresponding purchase of securities or other assets.

As an alternative to literal compliance with the bona fide hedging definition, a
CFTC regulation permits a portfolio to elect to comply with a different test,
under which the sum of the amounts of initial margin deposits on a portfolio's
existing non-hedging futures contracts and premiums paid for options on futures
entered into for non-hedging purposes (net of the amount the positions are "in
the money") would not exceed 5% of the market value of a portfolio's total
assets. A portfolio will engage in transactions in futures contracts and related
options only to the extent such transactions are consistent with the
requirements of the Code for maintaining its qualification as a regulated
investment company for federal income tax purposes.

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Futures contracts and related options involve brokerage costs, require margin
deposits and, in the case of contracts and options obligating a portfolio to
purchase securities or currencies, require a portfolio to segregate assets to
cover such contracts and options.

While transactions in futures contracts and options on futures may reduce
certain risks, such transactions themselves entail certain other risks. Thus,
while a portfolio may benefit from the use of futures and options on futures,
unanticipated changes in interest rates, securities prices or currency exchange
rates may result in a poorer overall performance for a portfolio than if it had
not entered into any futures contracts or options transactions. In the event of
an imperfect correlation between a futures position and a portfolio position
which is intended to be protected, the desired protection may not be obtained
and a portfolio may be exposed to risk of loss. It is not possible to hedge
fully or perfectly against the effect of currency fluctuations on the value of
non-U.S. securities because currency movements impact the value of different
securities in differing degrees.

LENDING OF PORTFOLIO SECURITIES

Each portfolio other than America Income Portfolio and Money Market Portfolio
may lend portfolio securities to member firms of the New York Stock Exchange
(the "Exchange") under agreements which require that the loans be secured
continuously by collateral in cash, cash equivalents or U.S. Treasury bills
maintained on a current basis at an amount at least equal to the market value of
the securities loaned. A portfolio continues to receive the equivalent of the
interest or dividends paid by the issuer on the securities loaned as well as the
benefit of an increase and the detriment of any decrease in the market value of
the securities loaned and would also receive compensation based on investment of
the collateral. A portfolio would not, however, have the right to vote any
securities having voting rights during the existence of the loan, but would call
the loan in anticipation of an important vote to be taken among holders of the
securities or of the giving or withholding of consent on a material matter
affecting the investment.

As with other extensions of credit, there are risks of delay in recovery or even
loss of rights in the collateral should the borrower of the securities fail
financially. A portfolio will lend portfolio securities only to firms that have
been approved in advance by the Board of Trustees, which will monitor the
creditworthiness of any such firms. At no time would the value of the securities
loaned exceed 33 1/3% of the value of a portfolio's total assets.

LOAN PARTICIPATIONS

Portfolios permitted to invest in debt securities may invest a portion of their
assets in loan participations ("Participations") and other direct claims against
a borrower. By purchasing a Participation, a portfolio acquires some or all of
the interest of a bank or other lending institution in a loan to a corporate or
government borrower. The Participations typically will result in a portfolio
having a contractual relationship only with the lender not the borrower. A
portfolio will have the right to receive payments of principal, interest and any
fees to which it is entitled only from the lender selling the Participation and
only upon receipt by the lender of the payments from the borrower. Many such
loans are secured, although some may be unsecured. Such loans may be in default
at the time of purchase. Loans that are fully secured offer a portfolio more
protection than an unsecured loan in the event of non-payment of scheduled
interest or principal. However, there is no assurance that the liquidation of
collateral from a secured loan would satisfy the corporate borrower's
obligation, or that the collateral can be liquidated.

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MORTGAGE DOLLAR ROLLS

Portfolios that invest in mortgage-backed securities may enter into mortgage
"dollar rolls" in which a portfolio sells securities for delivery in the current
month and simultaneously contracts with the same counterparty to repurchase
similar (same type, coupon and maturity), but not identical securities on a
specified future date. During the roll period, a portfolio loses the right to
receive principal and interest paid on the securities sold. However, a portfolio
would benefit to the extent of any difference between the price received for the
securities sold and the lower forward price for the future purchase (often
referred to as the "drop") or fee income plus the interest earned on the cash
proceeds of the securities sold until the settlement date of the forward
purchase. Unless such benefits exceed the income, capital appreciation and gain
or loss due to mortgage prepayments that would have been realized on the
securities sold as part of the mortgage dollar roll, the use of this technique
will diminish the investment performance of a portfolio compared with what such
performance would have been without the use of mortgage dollar rolls. All cash
proceeds will be invested in instruments that are permissible investments for a
portfolio. A portfolio will hold and maintain in a segregated account until the
settlement date cash or liquid, high grade debt securities in an amount equal to
its forward purchase price.

For financial reporting and tax purposes, a portfolio treats mortgage dollar
rolls as two separate transactions; one involving the purchase of a security and
a separate transaction involving a sale. A portfolio does not currently intend
to enter into mortgage dollar rolls that are accounted for as financings.

Mortgage dollar rolls involve certain risks including the following: if the
broker-dealer to whom a portfolio sells the security becomes insolvent, a
portfolio's right to purchase or repurchase the mortgage-related securities
subject to the mortgage dollar roll may be restricted and the instrument which a
portfolio is required to repurchase may be worth less than an instrument which a
portfolio originally held. Successful use of mortgage dollar rolls will depend
upon Pioneer's ability to manage its interest rate and mortgage prepayments
exposure. For these reasons, there is no assurance that mortgage dollar rolls
can be successfully employed.

MONEY MARKET INSTRUMENTS

Each portfolio (other than Money Market Portfolio) may invest in short-term
investments consisting of: corporate commercial paper and other short-term
commercial obligations, in each case rated or issued by companies with similar
securities outstanding that are rated Prime-1, Aa or better by Moody's or A-1,
AA or better by Standard & Poor's Ratings Group; obligations (including
certificates of deposit, time deposits, demand deposits and bankers'
acceptances) of banks with securities outstanding that are rated Prime-1, Aa or
better by Moody's or A-1, AA or better by Standard & Poor's Ratings Group;
obligations issued or guaranteed by the U.S. government or its agencies or
instrumentalities with remaining maturities not exceeding 18 months; and
repurchase agreements. Normally, Swiss Franc Bond Portfolio may invest in
similar short-term investments that are denominated in Swiss francs or other
non-U.S. currencies, but may invest in U.S. dollar-denominated short-term
securities for certain purposes, including temporary defensive purposes. Money
Market Portfolio's short-term investments are subject to certain additional
restrictions.

BANKERS' ACCEPTANCES are obligations of a bank to pay a draft which has been
drawn on it by a customer. These obligations are backed by large banks and
usually backed by goods in international trade.

CERTIFICATES OF DEPOSIT represent a commercial bank's obligations to repay funds
deposited with it, earning specified rates of interest over given periods.

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COMMERCIAL PAPER is a short-term unsecured promissory note, including variable
amount master demand notes, issued by banks, broker-dealers, corporations or
other entities for purposes such as financing their current operations.

These instruments may be denominated in both U.S. and non-U.S. currency. A
portfolio's investment in commercial bank obligations includes certificates of
deposit ("CDs"), time deposits ("TDs") and bankers' acceptances. Obligations of
foreign branches of U.S. banks and of foreign banks may be general obligations
of the parent bank in addition to the issuing bank, or may be limited by the
terms of a specific obligation and by government regulation. As with investment
in non-U.S. securities in general, investments in the obligations of foreign
branches of U.S. banks and of foreign banks may subject a portfolio to
investment risks that are different in some respects from those of investments
in obligations of domestic issuers.

A portfolio's investments in commercial paper consist of short-term (usually
from 1 to 270 days) unsecured promissory notes issued by corporations in order
to finance their current operations. A portfolio may also invest in variable
amount master demand notes (which is a type of commercial paper) which
represents a direct borrowing arrangement involving periodically fluctuating
rates of interest under a letter agreement between a commercial paper issuer and
an institutional lender, pursuant to which the lender may determine to invest
varying amounts. Transfer of such notes is usually restricted by the issuer, and
there is no secondary trading market for such notes. To the extent a portfolio
invests in master demand notes, these investments will be included in a
portfolio's limitation on illiquid securities.

CERTIFICATES OF DEPOSIT

Swiss Franc Bond Portfolio may invest in investment grade certificates of
deposit of domestic banks and savings and loan associations and foreign banks,
without regard to the size of the issuing institution. Money Market Portfolio
may invest in certificates of deposit of large domestic banks and savings and
loan associations (i.e., banks which at the time of their most recent annual
financial statements show total assets in excess of $1 billion), including
foreign branches of such domestic banks, and of smaller banks as described
below. Money Market Portfolio will not invest in certificates of deposit of
foreign banks.

Investment in certificates of deposit issued by foreign banks and foreign
branches of domestic banks involves investment risks that are different in some
respects from those associated with investment in certificates of deposit issued
by domestic banks, including the possible imposition of withholding taxes on
interest income, the possible adoption of foreign governmental restrictions
which might adversely affect the payment of principal and interest on such
certificates of deposit, or other adverse political or economic developments. In
addition, it might be more difficult to obtain and enforce a judgment against a
foreign bank or a foreign branch of a domestic bank.

Although Money Market Portfolio recognizes that the size of a bank is important,
this fact alone is not necessarily indicative of its creditworthiness.
Accordingly, Money Market Portfolio may invest in certificates of deposit issued
by banks and savings and loan associations which had at the time of their most
recent annual financial statements total assets of less than $1 billion,
provided that (i) the principal amounts of such certificates of deposit are
insured by an agency of the U.S. government, (ii) at no time will the portfolio
hold more than $100,000 principal amount of certificates of deposit of any one
such bank and (iii) at the time of acquisition, no more than 10% of the
portfolio's assets (taken at current value) are invested in certificates of
deposit of such banks having total assets not in excess of $1 billion.

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INVESTMENT RESTRICTIONS

The fund, on behalf of each portfolio, has adopted certain fundamental
investment restrictions which may not be changed without the affirmative vote of
the recordholders of a "majority" (as defined in the 1940 Act) of the
portfolio's outstanding voting securities. As used in the prospectus and this
statement of additional information, such approval means the approval of the
lesser of

(i) the recordholders of 67% or more of the shares of a portfolio
represented at a meeting if the recordholders of more than 50%
of the outstanding shares of the portfolios are present in
person or by proxy, or
(ii) the holders of more than 50% of the portfolio's outstanding shares.

RESTRICTIONS THAT APPLY TO PIONEER EUROPE SELECT VCT PORTFOLIO, PIONEER GLOBAL
HEALTH CARE VCT PORTFOLIO, PIONEER GLOBAL TELECOMS VCT PORTFOLIO, PIONEER
SCIENCE & TECHNOLOGY VCT PORTFOLIO AND PIONEER HIGH YIELD VCT 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.

(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 except that
Global Health Care Portfolio and Global Telecoms Portfolio will concentrate
their investments in a group of related industries that comprise the health care
and telecommunications sectors, respectively. In the opinion of the SEC,
investments are concentrated in a particular industry if such investments
aggregate 25% or more of the portfolio's net assets. A portfolio's

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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.

Each portfolio may not:

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

(2) Purchase securities on margin, but it may obtain such short-term credits as
may be necessary for the clearance of purchases and sales of securities.

RESTRICTIONS THAT APPLY TO PIONEER BALANCED VCT PORTFOLIO, PIONEER EMERGING
MARKETS VCT PORTFOLIO, PIONEER EQUITY-INCOME VCT PORTFOLIO, PIONEER EUROPE VCT
PORTFOLIO, PIONEER GROWTH SHARES VCT PORTFOLIO, PIONEER INTERNATIONAL GROWTH VCT
PORTFOLIO, PIONEER MID-CAP VALUE VCT PORTFOLIO, PIONEER FUND VCT PORTFOLIO,
PIONEER REAL ESTATE GROWTH VCT PORTFOLIO AND PIONEER SWISS FRANC BOND VCT
PORTFOLIO:

Each portfolio may not:

(1) Issue senior securities, except as permitted by paragraphs (2), (6)
and (7) below. For purposes of this restriction, the issuance of shares of
beneficial interest in multiple classes or series, the purchase or sale of
options, futures contracts and options on futures contracts, forward
commitments, forward foreign exchange contracts, repurchase agreements and
reverse repurchase agreements entered into in accordance with the portfolio's
investment policy, and the pledge, mortgage or hypothecation of the portfolio's
assets within the meaning of paragraph (3) below are not deemed to be senior
securities.

(2) Borrow money, except from banks as a temporary measure for
extraordinary emergency purposes and except pursuant to reverse repurchase
agreements and (for Emerging Markets and Europe Portfolios only) to meet
redemptions, and (for Swiss Franc Bond Portfolio only) forward roll
transactions, and then only in amounts not to exceed 33 1/3% of the portfolio's
total assets (including the amount borrowed) taken at market value. The
portfolio will not use leverage to attempt to increase income. The portfolio
will not purchase securities while outstanding borrowings (including reverse
repurchase agreements) exceed 5% of the portfolio's total assets.

(3) Pledge, mortgage, or hypothecate its assets, except to secure
indebtedness permitted by paragraph (2) above and then only if such pledging,
mortgaging or hypothecating does not exceed 33 1/3% of the portfolio's total
assets taken at market value.

(4) Act as an underwriter, except to the extent that, in connection
with the disposition of portfolio securities, the portfolio may be deemed to be
an underwriter for purposes of the 1933 Act .

(5) Purchase or sell real estate, except that the portfolio may (i)
lease office space for its own use, (ii) invest in securities of issuers that
invest in real estate or interests therein, (iii) invest in securities that are
secured by real estate or interests therein, (iv) purchase and sell
mortgage-related securities and (v) hold and sell real estate acquired by the
portfolio as a result of the ownership of securities.

34
<PAGE>

(6) Make loans, except that the portfolio may lend portfolio securities
in accordance with the portfolio's investment policies and may purchase or
invest in repurchase agreements, bank certificates of deposit, a portion of an
issue of publicly distributed bonds, bank loan participation agreements,
bankers' acceptances, debentures or other securities, whether or not the
purchase is made upon the original issuance of the securities.

(7) Invest in commodities or commodity contracts or in puts, calls, or
combinations of both, except interest rate futures contracts, options on
securities, securities indices, currency and other financial instruments,
futures contracts on securities, securities indices, currency and other
financial instruments and options on such futures contracts, forward foreign
currency exchange contracts, forward commitments, securities index put or call
warrants, interest rate swaps, caps and floors and repurchase agreements entered
into in accordance with the portfolio's investment policies.

(8) (THIS RESTRICTION NO. 8 DOES NOT APPLY TO REAL ESTATE GROWTH PORTFOLIO) With
respect to 75% of its total assets, purchase securities of an issuer (other than
the U.S. government, its agencies or instrumentalities), if

(a) such purchase would cause more than 5% of the portfolio's
total assets, taken at market value, to be invested in the securities
of such issuer, or

(b) such purchase would at the time result in more than 10% of
the outstanding voting securities of such issuer being held by the
portfolio.

It is the fundamental policy of each portfolio other than Real Estate
Growth Portfolio not to concentrate its investments in securities of companies
in any particular industry. Following the current opinion of the staff of the
SEC, investments are concentrated in a particular industry if such investments
aggregate 25% or more of the portfolio's net assets. The foregoing industry
concentration policy does not apply to investments in U.S. government
securities.

Real Estate Growth Portfolio will invest 25% or more of its total
assets in securities issued by companies in the real estate industry.

As a matter of non-fundamental investment policy and in connection with
the offering of its shares in various states and foreign countries, the fund, on
behalf of each portfolio, has agreed not to:

(a) Purchase securities on margin or make short sales unless by virtue
of its ownership of other securities, the portfolio has the right to obtain,
without payment of additional consideration, securities equivalent in kind and
amount to the securities sold and, if the right is conditional, the sale is made
upon the same conditions, except that the portfolio may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of
securities and in connection with transactions involving forward foreign
currency exchange transactions, options, futures contracts and options on
futures contracts.

RESTRICTIONS THAT APPLY TO PIONEER GLOBAL FINANCIALS VCT PORTFOLIO, PIONEER
SMALL COMPANY VCT PORTFOLIO AND PIONEER STRATEGIC INCOME VCT 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

35
<PAGE>

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.

(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) With respect to 75% of its total assets, purchase securities of an
issuer (other than the U.S. government, its agencies or instrumentalities), if

(a) such purchase would cause more than 5% of the portfolio's
total assets, taken at market value, to be invested in the securities of such
issuer, or

(b) such purchase would at the time result in more than 10% of
the outstanding voting securities of such issuer being held by the portfolio.

(7) 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 the portfolio not to concentrate its investments
in securities of companies in any particular industry except that Global
Financials Portfolio will concentrate its investments in the group of related
industries that comprise the financial services sector. In the opinion of the
SEC, investments are concentrated in a particular industry if such investments
aggregate 25% or more of the portfolio's net assets. The portfolio's policy does
not apply to investments in U.S. government securities.

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

Each portfolio may not:

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

36
<PAGE>

(b) (THIS RESTRICTION DOES NOT APPLY TO SMALL COMPANY PORTFOLIO OR
STRATEGIC INCOME PORTFOLIO) Purchase securities on margin, but it may obtain
such short-term credits as may be necessary for the clearance of purchases and
sales of securities.

RESTRICTIONS THAT APPLY TO PIONEER AMERICA INCOME VCT PORTFOLIO

The portfolio may not:

(1) Borrow money, except from banks to meet redemptions in amounts not
exceeding 33 1/3% (taken at the lower of cost or current value) of its total
assets (including the amount borrowed). The portfolio does not intend to borrow
money during the coming year, and will do so only as a temporary measure for
extraordinary purposes or to facilitate redemptions. The portfolio will not
purchase securities while any borrowings are outstanding;

(2) Purchase securities on margin;

(3) Make loans to any person, except by (a) the purchase of a debt
obligation in which the portfolio is permitted to invest and (b) engaging in
repurchase agreements;

(4) Act as an underwriter, except as it may be deemed to be an
underwriter in a sale of restricted securities; or

(5) Issue senior securities, except as permitted by restrictions nos. 2
and 4 above, and, for purposes of this restriction, the issuance of shares of
beneficial interest in multiple classes or series, the purchase or sale of
options, futures contracts and options on futures contracts, forward
commitments, forward foreign exchange contracts and repurchase agreements
entered into in accordance with the portfolio's investment policies.

The fund, on behalf of the portfolio, has agreed to adopt certain
additional investment restrictions which are not fundamental and may be changed
by a vote of the fund's Board of Trustees without shareholder approval. Pursuant
to these additional restrictions, the portfolio may not:

(a) make short sales of securities, unless by virtue of its ownership
of other securities, the portfolio has the right to obtain securities equivalent
in kind and amount to the securities sold and, if the right is conditional, the
sale is made upon the same terms and conditions, except that the portfolio may
obtain such short-term credits as may be necessary for the clearance of
purchases and sales of securities;

(b) pledge, mortgage or hypothecate its portfolio securities if at the
time of such action the value of the securities so pledged, mortgaged or
hypothecated would exceed 10% of the value of the portfolio;

(c) purchase or sell real estate except that the portfolio may (i)
acquire or lease office space for its own use, (ii) invest in securities of
issuers that invest in real estate or interests therein, (iii) invest in
securities that are secured by real estate or interests therein, (iv) purchase
and sell mortgage-related securities and real estate limited partnerships and
(v) hold and sell real estate acquired by the portfolio as a result of the
ownership or securities; and

(d) invest in assets, except in U.S. government securities and in
when-issued commitments and repurchase agreements with respect to these
securities;

37
<PAGE>

RESTRICTIONS THAT APPLY TO PIONEER MONEY MARKET VCT PORTFOLIO

The portfolio may not:

(1) Except with respect to investments in obligations of (a) the U.S.
government, its agencies, authorities or instrumentalities and (b) domestic
banks, purchase any security if, as a result (i) more than 5% of the assets of
the portfolio would be invested in the securities of any one issuer, or (ii)
more than 25% of its assets would be invested in a particular industry;

(2) Borrow money, except from banks to meet redemptions in amounts not
exceeding 33 1/3% (taken at the lower of cost or current value) of its total
assets (including the amount borrowed). The portfolio does not intend to borrow
money during the coming year, and will do so only as a temporary measure for
extraordinary purposes or to facilitate redemptions. The portfolio will not
purchase securities while any borrowings are outstanding;

(3) Make short sales of securities;

(4) Purchase securities on margin;

(5) Write, purchase or otherwise invest in any put, call, straddle or
spread option or buy or sell real estate, commodities or commodity futures
contracts or invest in oil, gas or mineral exploration or development programs;

(6) Make loans to any person, except by (a) the purchase of a debt
obligation in which the portfolio is permitted to invest and (b) engaging in
repurchase agreements;

(7) Knowingly purchase any security that is subject to legal or
contractual restrictions on resale or for which there is no readily available
market;

(8) Purchase the securities of other investment companies or investment
trusts, unless they are acquired as part of a merger, consolidation or
acquisition of assets;

(9) Purchase or retain the securities of any issuer if any officer or
Trustee of the fund or the portfolio or its investment adviser is an officer or
director of such issuer and beneficially owns more than 1/2 of 1% of the
securities of such issuer and all of the officers and the Trustees of the fund
and the portfolio's investment adviser together own more than 5% of the
securities of such issuer;

(10) Act as an underwriter, except as it may be deemed to be an
underwriter in a sale of restricted securities;

(11) Invest in companies for the purpose of exercising control or
management; or

(12) Issue senior securities.

In addition, in order to comply with certain non-fundamental policies
of the portfolio, the portfolio will not pledge, mortgage or hypothecate its
portfolio securities if at the time of such action the value of the securities
so pledged, mortgaged or hypothecated would exceed 10% of the value of the
portfolio. The term "person" as used in Investment Restriction No. 6 includes
institutions as well as individuals. Policies in this paragraph may be changed
by the Trustees without shareholder approval or notification.

38
<PAGE>

3. MANAGEMENT OF THE FUND

The fund's Board of Trustees provides broad supervision over the affairs of the
fund. The officers of the fund are responsible for the fund's operations. The
Trustees and executive officers of the fund are listed below, together with
their principal occupations during the past five years. An asterisk indicates
those Trustees who are interested persons of the fund within the meaning of the
1940 Act.

JOHN F. COGAN, JR.*, CHAIRMAN OF THE BOARD, PRESIDENT AND TRUSTEE,
DOB: JUNE 1926

Director-Vice Chairman of Pioneer Global Asset Management S.p.A. ("PGAM");
Non-Executive Chairman and a Director of Pioneer Investment Management USA Inc.
("PIM-USA"); Chairman and a Director of Pioneer and Pioneer Global Funds
Distributor, Ltd.; President and Director of Pioneer International Corporation
("PIntl"); Member of the Supervisory Board of Pioneer Fonds Marketing GmbH,
Pioneer First Polish Investment Fund Joint Stock Company ("Pioneer First
Polish"), Pioneer Czech Investment Company, a.s. ("Pioneer Czech") and Pioneer
Universal Pension Fund Company; Chairman, President and Trustee of all of the
Pioneer mutual funds; Director of Pioneer America Fund Plc, Pioneer Global
Equity Fund Plc, Pioneer Global Bond Fund Plc, Pioneer Euro Reserve Fund Plc,
Pioneer European Equity Fund Plc, Pioneer Emerging Europe Fund Plc, Pioneer
Greater Asia Fund Plc, Pioneer U.S. Growth Fund Plc, Pioneer U.S. High Yield
Fund Plc and Pioneer US Real Estate Fund Plc; and Of Counsel, Hale and Dorr LLP
(counsel to PIM-USA and the fund).

MARY K. BUSH, TRUSTEE, DOB: APRIL 1948
4201 CATHEDRAL AVENUE, NW, WASHINGTON, DC 20016

President, Bush & Co. (international financial advisory firm); Director
and/or Trustee of Mortgage Guaranty Insurance Corporation, Hoover Institution,
March of Dimes, Texaco, Inc., R.J. Reynolds Tobacco Holdings, Inc. and Brady
Corporation (industrial identification and specialty coated material products
manufacturer); Advisory Board Member, Washington Mutual Investors Fund
(registered investment company); and Trustee of all of the Pioneer mutual funds.

RICHARD H. EGDAHL, M.D., TRUSTEE, DOB: DECEMBER 1926
BOSTON UNIVERSITY HEALTHCARE ENTREPRENEURSHIP PROGRAM, 53 BAY STATE ROAD,
BOSTON, MA 02215 Alexander Graham Bell Professor of Health Care
Entrepreneurship, Boston University; Professor of Management, Boston University
School of Management; Professor of Public Health, Boston University School of
Public Health; Professor of Surgery, Boston University School of Medicine;
University Professor, Boston University; Director, Boston University Health
Policy Institute, University Program for Health Care Entrepreneurship; Trustee,
Boston Medical Center; and Trustee of all of the Pioneer mutual funds.

MARGARET B.W. GRAHAM, TRUSTEE, DOB: MAY 1947
THE KEEP, P.O. BOX 110, LITTLE DEER ISLE, ME 04650
Founding Director, The Winthrop Group, Inc. (consulting firm); and Trustee of
all of the Pioneer mutual funds.

MARGUERITE A. PIRET, TRUSTEE, DOB: MAY 1948
ONE BOSTON PLACE, 26TH FLOOR, BOSTON, MA 02108
President, Newbury, Piret & Company, Inc. (merchant banking firm); Trustee
of Boston Medical Center; Member of the Board of Governors of the Investment
Company Institute; Director, Organogenesis Inc. (tissue engineering company);
and Trustee of all of the Pioneer mutual funds.

39
<PAGE>

DAVID D. TRIPPLE*, TRUSTEE AND EXECUTIVE VICE PRESIDENT, DOB: FEBRUARY 1944

Chief Executive Officer-Pioneer US of PGAM; Director, Chief Executive Officer
and President of PIM-USA; Chairman and a Director of Pioneer Funds Distributor,
Inc. ("PFD"); President and a Director of Pioneer; Director of Pioneer
Investment Management Shareholder Services, Inc. ("PIMSS") and PIntl; Member of
the Supervisory Board of Pioneer First Polish, Pioneer Czech and Pioneer Asset
Management, S.A.; and Executive Vice President and Trustee of all of the Pioneer
mutual funds.

STEPHEN K. WEST, TRUSTEE, DOB: SEPTEMBER 1928
125 BROAD STREET, NEW YORK, NY 10004
Of Counsel, Sullivan & Cromwell (law firm); Director, Dresdner RCM Global
Strategic Income Fund, Inc. since May 1997 and The Swiss Helvetia Fund, Inc.
since 1995 (investment companies), AMVESCAP PLC (investment managers) since 1997
and ING American Insurance Holdings, Inc.; and Trustee of all of the Pioneer
mutual funds.

JOHN WINTHROP, TRUSTEE, DOB: JUNE 1936
ONE NORTH ADGERS WHARF, CHARLESTON, SC 29401
President, John Winthrop & Co., Inc. (private investment firm); Director of
NUI Corp. (energy sales, services and distribution); and Trustee of all of the
Pioneer mutual funds.

JOSEPH P. BARRI, SECRETARY, DOB: AUGUST 1946

Corporate Secretary of PIM-USA and most of its subsidiaries until October 2000;
Secretary of all of the Pioneer mutual funds; and Partner, Hale and Dorr LLP.

VINCENT NAVE, TREASURER, DOB: JUNE 1945

Vice President-Fund Accounting and Custody Services of PIM-USA (Manager from
September 1996 to February 1999); and Treasurer of all of the Pioneer mutual
funds (Assistant Treasurer from June 1999 to November 2000).

LUIS I. PRESUTTI, ASSISTANT TREASURER, DOB: APRIL 1965
Assistant Vice President-Fund Accounting, Administration and Custody Services of
Pioneer (Fund Accounting Manager from 1994 to 1999); and Assistant Treasurer of
all of the Pioneer mutual funds since November 2000.

JOHN F. DALY III, ASSISTANT TREASURER, DOB: AUGUST 1965
Global Custody and Settlement Division Manager of PIM-USA; and Assistant
Treasurer of all of the Pioneer mutual funds since November 2000.

DOROTHY E. BOURASSA, ASSISTANT SECRETARY, DOB: JANUARY 1948
Senior Vice President-Legal and Secretary of PIM-USA and Secretary/Clerk of most
of its subsidiaries since October 2000; Assistant Secretary of all of the
Pioneer mutual funds since November 2000; Senior Counsel, Assistant Vice
President and Director of Compliance of PIM-USA from April 1998 through October
2000; Vice President and Assistant General Counsel, First Union Corporation from
December 1996 through March 1998; and Vice President and Counsel, Keystone
Investments, Inc. from March 1986 through November 1996.

The business address of all officers is 60 State Street, Boston, Massachusetts
02109.

The table below lists all of the U.S.-registered Pioneer mutual funds currently
offered to the public (other than the portfolios) and the investment adviser and
principal underwriter for each fund.

40
<PAGE>

<TABLE>
<CAPTION>
INVESTMENT ADVISER PRINCIPAL UNDERWRITER
FUND NAME
<S> <C> <C>
Pioneer International Growth Fund Pioneer PFD
Pioneer Europe Fund Pioneer PFD

Pioneer Europe Select Fund Pioneer PFD
Pioneer World Equity Fund Pioneer PFD
Pioneer Emerging Markets Fund Pioneer PFD
Pioneer Global Financials Fund Pioneer PFD
Pioneer Global Health Care Fund Pioneer PFD
Pioneer Global Telecoms Fund Pioneer PFD
Pioneer Indo-Asia Fund Pioneer PFD
Pioneer Large-Cap Value Fund Pioneer PFD
Pioneer Mid-Cap Value Fund Pioneer PFD
Pioneer Mid-Cap Fund Pioneer PFD
Pioneer Growth Shares Pioneer PFD
Pioneer Small Company Fund Pioneer PFD
Pioneer Independence Fund Pioneer Note 1
Pioneer Micro-Cap Fund Pioneer PFD
Pioneer Balanced Fund Pioneer PFD
Pioneer Equity-Income Fund Pioneer PFD
Pioneer Fund Pioneer PFD
Pioneer II Pioneer PFD
Pioneer Real Estate Shares Pioneer PFD
Pioneer Short-Term Income Trust Pioneer PFD
Pioneer America Income Trust Pioneer PFD
Pioneer Bond Fund Pioneer PFD
Pioneer Tax-Free Income Fund Pioneer PFD
Pioneer Cash Reserves Fund Pioneer PFD
Pioneer Strategic Income Fund Pioneer PFD
Pioneer Tax-Managed Fund Pioneer PFD
Pioneer High Yield Fund Pioneer PFD
Pioneer Science & Technology Fund Pioneer PFD
Pioneer Interest Shares Pioneer Note 2

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

Note 1 This fund is available to the general public only through Pioneer
Independence Plans, a systematic investment plan, sponsored by PFD.

Note 2 This fund is a closed-end investment company.
</TABLE>

[All of the outstanding capital stock of PFD, Pioneer and PIMSS is indirectly
owned by UniCredito Italiano S.p.A. ("UniCredito Italiano"), one of the largest
banking groups in Italy. Pioneer, each portfolio's investment adviser, provides
investment management and financial services to mutual funds, institutional and
other clients.]

41
<PAGE>

SHARE OWNERSHIP

See Appendix A for annual information on the ownership of shares of the
portfolios by the Trustees, officers and owners in excess of 5% of any class of
shares of a portfolio.

COMPENSATION OF OFFICERS AND TRUSTEES

A portfolio pays no salaries or compensation to any of its officers. A portfolio
compensates each Trustee who is not affiliated with PIM-USA, Pioneer, PFD, PIMSS
or UniCredito Italiano with a base fee, a variable fee calculated on the basis
of average net assets of a portfolio, per meeting fees, and annual committee
participation fees for each committee member or chairperson that are based on
percentages of his or her aggregate annual fee. See the fee table in Appendix A.

4. INVESTMENT ADVISER

[The fund on behalf of each portfolio has contracted with Pioneer to act as its
investment adviser. Pioneer is a wholly owned subsidiary of UniCredito Italiano.
Certain Trustees or officers of a portfolio are also directors and/or officers
of UniCredito Italiano and its subsidiaries (see management biographies above).]

As a portfolio's investment adviser, Pioneer provides a portfolio with
investment research, advice and supervision and furnishes an investment program
for a portfolio consistent with a portfolio's investment objective and policies,
subject to the supervision of the Trustees. Pioneer determines what portfolio
securities will be purchased or sold, arranges for the placing of orders for the
purchase or sale of portfolio securities, selects brokers or dealers to place
those orders, maintains books and records with respect to a portfolio's
securities transactions, and reports to the Trustees on a portfolio's
investments and performance.

Under the terms of its contract with the fund, Pioneer pays all the operating
expenses, including executive salaries and the rental of office space, relating
to its services for a portfolio, with the exception of the following, which are
to be paid by the portfolio: (a) charges and expenses for fund accounting,
pricing and appraisal services and related overhead, including, to the extent
such services are performed by personnel of Pioneer, or its affiliates, office
space and facilities and personnel compensation, training and benefits; (b) the
charges and expenses of auditors; (c) the charges and expenses of any custodian,
transfer agent, plan agent, dividend disbursing agent and registrar appointed by
a portfolio; (d) issue and transfer taxes, chargeable to a portfolio in
connection with securities transactions to which a portfolio is a party; (e)
insurance premiums, interest charges, dues and fees for membership in trade
associations and all taxes and corporate fees payable by a portfolio to federal,
state or other governmental agencies; (f) fees and expenses involved in
registering and maintaining registrations of a portfolio and/or its shares with
federal regulatory agencies, state or blue sky securities agencies and foreign
countries, including the preparation of prospectuses and statements of
additional information for filing with such regulatory authorities; (g) 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; (h) charges and expenses of legal
counsel to a portfolio and the Trustees; (i) any distribution fees paid by a
portfolio in accordance with Rule 12b-1 promulgated by the SEC pursuant to the
1940 Act; (j) compensation of those Trustees of a portfolio who are not
affiliated with or interested persons of Pioneer, a portfolio (other than as
Trustees), PIM-USA or PFD; (k) the cost of preparing and printing share
certificates; and (l) interest on borrowed money, if any. In addition to the
expenses described above, a portfolio shall pay brokers' and underwriting
commissions chargeable to a portfolio in connection with securities transactions
to which a portfolio is a party. The Trustees' approval of and the terms,
continuance and termination of the management contract are governed by the 1940
Act and the

42
<PAGE>

Investment Advisers Act of 1940, as applicable. Pursuant to the
management contract, Pioneer 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 securities on the
recommendation of Pioneer. Pioneer, however, is not protected against liability
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 the management contract.

ADVISORY FEE. As compensation for the management services each portfolio pays
Pioneer a fee at the annual rate of the applicable portfolio's average daily net
assets set forth below.

<TABLE>
<CAPTION>
MANAGEMENT FEE AS A
PERCENTAGE OF PORTFOLIO'S
PORTFOLIO AVERAGE DAILY NET ASSETS
<S> <C>

America Income Portfolio 0.55%
Balanced Portfolio 0.65%
Emerging Markets Portfolio 1.15%
Equity-Income Portfolio 0.65%
Europe Portfolio 1.00%
Europe Select Portfolio 1.00%
Pioneer Fund Portfolio 0.65%
Global Financials Portfolio 0.75%
Global Health Care Portfolio 0.75%
Global Telecoms Portfolio 0.75%
Growth Shares Portfolio 0.70%
High Yield Portfolio 0.65%
International Growth Portfolio 1.00%
Mid-Cap Value Portfolio 0.65%
Money Market Portfolio 0.50%
Real Estate Growth Portfolio 0.80*%
Science & Technology Portfolio 0.75%
Small Company Portfolio 0.75%
Strategic Income Portfolio 0.65%
Swiss Franc Bond Portfolio 0.65%

*Prior to April 1, 1999, Pioneer's annual fee was equal to 1.00% of the
portfolio's average daily net assets.
</TABLE>

The above management fees are normally computed daily and paid monthly in
arrears. Pioneer has agreed not to impose all or a portion of its management fee
and to make other arrangements, if necessary, to limit a portfolio's Class I
share total annual operating expenses to a specified percentage of average daily
net assets attributable to Class I shares, as indicated below. The portion of
portfolio expenses attributable to Class II shares of a portfolio will be
reduced only to the extent such expenses were reduced for the Class I shares of
the portfolio. As of the date of this statement of additional information,
expense limitations are in effect for America Income Portfolio, Emerging Markets
Portfolio, Europe Portfolio, Growth Shares Portfolio, High Yield Portfolio,
International Growth Portfolio, Money Market Portfolio, Pioneer Fund Portfolio,
Real Estate Growth Portfolio, Science & Technology Portfolio, Strategic Income
Portfolio and Swiss Franc Bond Portfolio. Pioneer is waiving all or a portion of
its management fees for Emerging Markets Portfolio, Growth Shares Portfolio,
High Yield Portfolio, Science & Technology Portfolio, and Strategic Income
Portfolio.

43
<PAGE>

Pioneer has agreed to waive all or part of its management fee or to reimburse
each of Europe Select Portfolio, Global Financials Portfolio, Global Health Care
Portfolio, Global Telecoms Portfolio and Small Company Portfolio for other
expenses (other than extraordinary expenses) to the extent the expenses of the
portfolio's Class I shares exceed 1.25% of average daily net assets (1.50% of
average daily net assets in the case of Europe Select Portfolio). 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. If Pioneer waives any
fee or reimburses any expenses, and the expenses of the portfolio are
subsequently less than the expense limitation, the portfolio will reimburse
Pioneer for such waived fees or reimbursed expenses provided that such
reimbursement does not cause the portfolio's Class I expenses to exceed the
expense limitation. In addition, each of these portfolios will not reimburse
Pioneer for such waived fees or reimbursed expenses more than three years after
such fees were waived or such expenses were incurred. Based on estimated
expenses and assets for the current fiscal year, none of these portfolios
currently expect to reimburse Pioneer pursuant to this arrangement during the
current fiscal year.
<TABLE>
<CAPTION>

PERCENTAGE OF PORTFOLIO'S
CLASS I
AVERAGE DAILY NET ASSETS
<S> <C>

America Income Portfolio 1.25%
Emerging Markets Portfolio 1.75%
Europe Select Portfolio 1.50%
Europe Portfolio 1.50%
Global Financials Portfolio 1.25%
Global Health Care Portfolio 1.25%
Global Telecoms Portfolio 1.25%
Growth Shares Portfolio 1.25%
High Yield Portfolio 1.25%
International Growth Portfolio 1.50%
Money Market Portfolio 1.00%
Pioneer Fund Portfolio 1.25%
Real Estate Growth Portfolio 1.25%
Science & Technology Portfolio 1.25%
Small Company Portfolio 1.25%
Strategic Income Portfolio 1.25%
Swiss Franc Bond Portfolio 1.25%
</TABLE>

See Appendix A for the management fees paid to Pioneer during recently completed
fiscal years.

ADMINISTRATION AGREEMENT. The fund has entered into an administration agreement
with Pioneer pursuant to which certain accounting and legal services which are
expenses payable by the portfolios under the management contract are performed
by Pioneer and pursuant to which Pioneer is reimbursed for its costs of
providing such services. See Appendix A for fees the fund paid to Pioneer for
administration and related services.

POTENTIAL CONFLICT OF INTEREST. Each portfolio is managed by Pioneer which also
serves as investment adviser to the other portfolios and other Pioneer mutual
funds and private accounts with investment objectives identical or similar to
those of a portfolio. Securities frequently meet the investment objectives of a
portfolio, the other Pioneer mutual funds and such private accounts. In such
cases, the decision to recommend a purchase to one fund or account rather than
another is based on a number of factors. The

44
<PAGE>

determining factors in most cases are the amount of securities of the
issuer then outstanding, the value of those securities and the market for them.
Other factors considered in the investment recommendations include other
investments which each fund or account presently has in a particular industry
and the availability of investment funds in each fund or account.

It is possible that at times identical securities will be held by more than one
fund and/or account. However, positions in the same issue may vary and the
length of time that any fund or account may choose to hold its investment in the
same issue may likewise vary. To the extent that more than one of the Pioneer
mutual funds or a private account managed by Pioneer seeks to acquire the same
security at about the same time, a portfolio may not be able to acquire as large
a position in such security as it desires or it may have to pay a higher price
for the security. Similarly, a portfolio may not be able to obtain as large an
execution of an order to sell or as high a price for any particular portfolio
security if Pioneer decides to sell on behalf of another account the same
portfolio security at the same time. On the other hand, if the same securities
are bought or sold at the same time by more than one fund or account, the
resulting participation in volume transactions could produce better executions
for a portfolio. In the event more than one account purchases or sells the same
security on a given date, the purchases and sales will normally be made as
nearly as practicable on a pro rata basis in proportion to the amounts desired
to be purchased or sold by each account. Although the other Pioneer mutual funds
may have the same or similar investment objectives and policies as a portfolio,
their portfolios do not generally consist of the same investments as a portfolio
or each other, and their performance results are likely to differ from those of
a portfolio.

PERSONAL SECURITIES TRANSACTIONS. The fund, Pioneer and Pioneer Funds
Distributor, Inc. (PFD) have adopted a code of ethics under Rule 17j-1 of the
1940 Act which is applicable to officers, trustees/directors and designated
employees. The code permits such persons to engage in personal securities
transactions for their own accounts, including securities that may be purchased
or held by the fund, and is designed to prescribe means reasonably necessary to
prevent conflicts of interest from arising in connection with personal
securities transactions. The code is on public file with and available from the
SEC.

5. PRINCIPAL UNDERWRITER

Pioneer Funds Distributor, Inc., 60 State Street, Boston, Massachusetts 02109,
serves as the principal underwriter for the fund in connection with the
continuous offering of shares of the portfolios. The fund will not generally
issue shares for consideration other than cash. At the fund's sole discretion,
however, it may issue shares for consideration other than cash in connection
with an acquisition of portfolio securities pursuant to a purchase of assets,
merger or other reorganization.

The redemption price of shares of beneficial interest of a portfolio may, at
Pioneer's discretion, be paid in cash or portfolio securities. The fund has,
however, elected to be governed by Rule 18f-1 under the 1940 Act pursuant to
which each portfolio is obligated to redeem shares solely in cash up to the
lesser of $250,000 or 1% of the portfolio's net asset value during any 90-day
period for any one shareholder. Should the amount of redemptions by any
shareholder exceed such limitation, the fund will have the option of redeeming
the excess in cash or portfolio securities. In the latter case, the securities
are taken at their value employed in determining the portfolio's net asset
value. A shareholder whose shares are redeemed in-kind may incur brokerage
charges in selling the securities received in-kind. The selection of such
securities will be made in such manner as the Board deems fair and reasonable.

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CLASS II 12B-1 PLAN

The fund has adopted a plan of distribution pursuant to Rule 12b-1 under the
1940 Act with respect to its Class II shares pursuant to which the Class II
shares of the fund will pay a distribution fee at the annual rate of up to 0.25%
of the fund's average daily net assets. The distribution fee is intended to
compensate PFD for its Class II distribution services to the fund. The fund has
not adopted a plan of distribution with respect to its Class I shares.

In accordance with the terms of the plan of distribution, PFD provides to the
fund for review by the Trustees a quarterly written report of the amounts
expended and the purpose for which such expenditures were made. In the Trustees'
quarterly review of the plan of distribution, they will consider the continued
appropriateness and the level of reimbursement or compensation the plan of
distribution provides.

No interested person of the fund, nor any Trustee of the fund who is not an
interested person of the fund, has any direct or indirect financial interest in
the operation of the plan of distribution except to the extent that PFD and
certain of its employees may be deemed to have such an interest as a result of
receiving a portion of the amounts expended under the plan of distribution by
the fund and except to the extent certain officers may have an interest in PFD's
ultimate parent, UniCredito Italiano.

The plan of distribution was adopted by a majority vote of the Board of
Trustees, including all of the Trustees who are not, and were not at the time
they voted, interested persons of the fund, as defined in the 1940 Act (none of
whom has or have any direct or indirect financial interest in the operation of
the plan of distribution), cast in person at a meeting called for the purpose of
voting on the plan of distribution. In approving the plan of distribution, the
Trustees identified and considered a number of potential benefits which the it
may provide. The Board of Trustees believes that there is a reasonable
likelihood that the plan of distribution will benefit the fund and its current
and future shareholders. Under its terms, the plan of distribution remains in
effect from year to year provided such continuance is approved annually by vote
of the Trustees in the manner described above. The plan of distribution may not
be amended to increase materially the annual percentage limitation of average
net assets which may be spent for the services described therein without
approval of the shareholders of the class affected thereby, and material
amendments of the plan of distribution must also be approved by the Trustees in
the manner described above. The plan of distribution may be terminated at any
time, without payment of any penalty, by vote of the majority of the Trustees
who are not interested persons of the fund and who have no direct or indirect
financial interest in the operations of the plan of distribution, or by a vote
of a majority of the outstanding voting securities (as defined in the 1940 Act)
of the respective Class of the fund. The plan of distribution will automatically
terminate in the event of its assignment (as defined in the 1940 Act).

6. CUSTODIAN

Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts 02109, is
the custodian of each portfolio's assets. The custodian's responsibilities
include safekeeping and controlling the portfolio's cash and securities,
handling the receipt and delivery of securities, and collecting interest and
dividends on the portfolio's investments.

7. INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP, 225 Franklin Street, Boston, Massachusetts 02110, the
portfolios' independent public accountants, provides audit services, tax return
review, and assistance and consultation with respect to the preparation of
filings with the SEC.

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8. PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are placed on behalf
of a portfolio by Pioneer pursuant to authority contained in a portfolio's
management contract. Pioneer seeks to obtain the best execution on portfolio
trades. The price of securities and any commission rate paid are always factors,
but frequently not the only factors, in judging best execution. In selecting
brokers or dealers, Pioneer considers various relevant factors, including, but
not limited to, the size and type of the transaction; the nature and character
of the markets for the security to be purchased or sold; the execution
efficiency, settlement capability and financial condition of the dealer; the
dealer's execution services rendered on a continuing basis; and the
reasonableness of any dealer spreads. Transactions in foreign equity securities
are executed by broker-dealers in foreign countries in which commission rates
may not be negotiable (as such rates are in the U.S.).

Pioneer may select broker-dealers that provide brokerage and/or research
services to a portfolio and/or other investment companies or other accounts
managed by Pioneer. In addition, consistent with Section 28(e) of the Securities
Exchange Act of 1934, as amended, if Pioneer determines in good faith that the
amount of commissions charged by a broker-dealer is reasonable in relation to
the value of the brokerage and research services provided by such broker, a
portfolio may pay commissions to such broker-dealer in an amount greater than
the amount another firm may charge. Such services may include advice concerning
the value of securities; the advisability of investing in, purchasing or selling
securities; the availability of securities or the purchasers or sellers of
securities; providing stock quotation services, credit rating service
information and comparative fund statistics; furnishing analyses, electronic
information services, manuals and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy, and performance of
accounts and particular investment decisions; and effecting securities
transactions and performing functions incidental thereto (such as clearance and
settlement). Pioneer maintains a listing of broker-dealers who provide such
services on a regular basis. However, because many transactions on behalf of a
portfolio and other investment companies or accounts managed by Pioneer are
placed with broker-dealers (including broker-dealers on the listing) without
regard to the furnishing of such services, it is not possible to estimate the
proportion of such transactions directed to such dealers solely because such
services were provided. Pioneer believes that no exact dollar value can be
calculated for such services.

The research received from broker-dealers may be useful to Pioneer in rendering
investment management services to a portfolio as well as other investment
companies or other accounts managed by Pioneer, although not all such research
may be useful to a portfolio. Conversely, such information provided by brokers
or dealers who have executed transaction orders on behalf of such other accounts
may be useful to Pioneer in carrying out its obligations to a portfolio. The
receipt of such research has not reduced Pioneer's normal independent research
activities; however, it enables Pioneer to avoid the additional expenses which
might otherwise be incurred if it were to attempt to develop comparable
information through its own staff.

In circumstances where two or more broker-dealers offer comparable prices and
executions, preference may be given to a broker-dealer which has sold shares of
a portfolio as well as shares of other investment companies managed by Pioneer.
This policy does not imply a commitment to execute all portfolio transactions
through all broker-dealers that sell shares of a portfolio.

The Pioneer funds have entered into third-party brokerage and/or expense offset
arrangements to reduce the funds' total operating expenses. Pursuant to
third-party brokerage arrangements, certain of the funds that invest primarily
in U.S. equity securities may incur lower custody fees by directing brokerage to
third-party broker-dealers. Pursuant to expense offset arrangements, the funds
incur lower transfer

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agency expenses by maintaining their cash balances with the custodian. See
"Financial highlights" in the prospectus.

See the table in Appendix A for aggregate brokerage and underwriting commissions
paid by a portfolio in connection with its portfolio transactions during
recently completed fiscal years. The Board of Trustees periodically reviews
Pioneer's performance of its responsibilities in connection with the placement
of portfolio transactions on behalf of a portfolio.

9. DESCRIPTION OF SHARES

The fund's Declaration of Trust permits the Board of Trustees to authorize the
issuance of an unlimited number of full and fractional shares of beneficial
interest (without par value) which may be divided into such separate series as
the Trustees may establish. Currently, the fund consists of 20 portfolios. The
Trustees may establish additional portfolios of shares in the future, and may
divide or combine the shares into a greater or lesser number of shares without
thereby changing the proportionate beneficial interests. The Declaration of
Trust further authorizes the Trustees to classify or reclassify any series of
the shares into one or more classes. Pursuant thereto, the Trustees have
authorized the issuance of Class I and Class II shares. Each share of a class of
a portfolio represents an equal proportionate interest in the portfolio
allocable to that class. The shares of each class of a portfolio participate
equally in the earnings, dividends and assets of the portfolio, and are entitled
to vote separately to approve investment advisory agreements or changes in
investment restrictions, but shareholders of all portfolios vote together in the
election and selection of Trustees and accountants. Upon liquidation of a
portfolio, shareholders of each class of the portfolio are entitled to share pro
rata in the portfolio's net assets available allocable to such class for
distribution to shareholders.

Shareholders are entitled to one vote for each share held and may vote in the
election of Trustees and on other matters submitted to a meeting of
shareholders. Although Trustees are not elected annually by the shareholders,
shareholders have, under certain circumstances, the right to remove one or more
Trustees. A portfolio is not required, and does not intend, to hold annual
shareholder meetings although special meetings may be called for the purpose of
electing or removing Trustees, changing fundamental investment restrictions or
approving a management contract.

The shares of each series of a portfolio are entitled to vote separately to
approve investment advisory agreements or changes in investment restrictions,
but shareholders of all series vote together in the election and selection of
Trustees and accountants. Shares of all series of a portfolio vote together as a
class on matters that affect all series of a portfolio in substantially the same
manner. As to matters affecting a single series or class, shares of such series
or class will vote separately. No amendment adversely affecting the rights of
shareholders may be made to the Declaration without the affirmative vote of a
majority of a portfolio's shares. Shares have no preemptive or conversion
rights.

As a Delaware business trust, a portfolio's operations are governed by the
Declaration. Generally, Delaware business trust shareholders are not personally
liable for obligations of the Delaware business trust under Delaware law. The
Delaware Business Trust Act (the "Delaware Act") provides that a shareholder of
a Delaware business trust shall be entitled to the same limitation of liability
extended to shareholders of private for-profit corporations. The Declaration
expressly provides that a portfolio is organized under the Delaware Act and that
the Declaration is to be governed by Delaware law. There is nevertheless a
possibility that a Delaware business trust, such as a portfolio, might become a
party to an action in another state whose courts refused to apply Delaware law,
in which case a portfolio's shareholders could become subject to personal
liability.

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To guard against this risk, the Declaration (i) contains an express disclaimer
of shareholder liability for acts or obligations of a portfolio and provides
that notice of such disclaimer may be given in each agreement, obligation or
instrument entered into or executed by a portfolio or its Trustees, (ii)
provides for the indemnification out of fund property of any shareholders held
personally liable for any obligations of a portfolio or any series of a
portfolio and (iii) provides that a portfolio shall, upon request, assume the
defense of any claim made against any shareholder for any act or obligation of a
portfolio and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss beyond his or her investment because of shareholder
liability is limited to circumstances in which all of the following factors are
present: (1) a court refused to apply Delaware law; (2) the liability arose
under tort law or, if not, no contractual limitation of liability was in effect;
and (3) a portfolio itself would be unable to meet its obligations. In light of
Delaware law, the nature of a portfolio's business and the nature of its assets,
the risk of personal liability to a fund shareholder is remote.

In addition to the requirements under Delaware law, the Declaration provides
that a shareholder of a portfolio may bring a derivative action on behalf of a
portfolio only if the following conditions are met: (a) shareholders eligible to
bring such derivative action under Delaware law who hold at least 10% of the
outstanding shares of a portfolio, or 10% of the outstanding shares of the
series or class to which such action relates, shall join in the request for the
Trustees to commence such action; and (b) the Trustees must be afforded a
reasonable amount of time to consider such shareholder request and investigate
the basis of such claim. The Trustees shall be entitled to retain counsel or
other advisers in considering the merits of the request and shall require an
undertaking by the shareholders making such request to reimburse a portfolio for
the expense of any such advisers in the event that the Trustees determine not to
bring such action.

The Declaration further provides that a portfolio shall indemnify each of its
Trustees and officers against liabilities and expenses reasonably incurred by
them in connection with, or arising out of, any action, suit or proceeding,
threatened against or otherwise involving such Trustee or officer, directly or
indirectly, by reason of being or having been a Trustee or officer of a
portfolio. The Declaration does not authorize a portfolio to indemnify any
Trustee or officer against any liability to which he or she would otherwise be
subject by reason of or for willful misfeasance, bad faith, gross negligence or
reckless disregard of such person's duties.

10. PRICING OF SHARES

The net asset value per share of each class of a portfolio is determined as of
the close of regular trading (currently 4:00 p.m., Eastern time) on each day on
which the New York Stock Exchange (the "Exchange") is open for trading. As of
the date of this Statement of Additional Information, the Exchange is open for
trading every weekday except for the following holidays: New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset value per
share of each class of a portfolio is also determined on any other day in which
the level of trading in its portfolio securities is sufficiently high so that
the current net asset value per share might be materially affected by changes in
the value of its portfolio securities. No portfolio is required to determine its
net asset value per share on any day in which no purchase orders for the shares
of the portfolio become effective and no shares of the portfolio are tendered
for redemption.

The net asset value per share of each class of a portfolio is computed by taking
the value of all of the portfolio's assets attributable to a class less the
portfolio's liabilities attributable to that class, and dividing it by the
number of outstanding shares for the class. For purposes of determining net
asset value, expenses of each class of a portfolio are accrued daily.

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MONEY MARKET PORTFOLIO

Except as set forth in the following paragraph, Money Market Portfolio's
investments are valued on each business day on the basis of amortized cost, if
the Board of Trustees determines in good faith that the method approximates fair
value. This technique involves valuing an instrument at its cost and,
thereafter, assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. While this method provides certainty in valuation, it
may result in periods during which value, as determined by amortized cost, is
higher or lower than the price such portfolio would receive if it sold the
investment. During periods of declining interest rates, the yield on shares of
Money Market Portfolio computed as described below may tend to be higher than a
like computation made by a fund with identical investments utilizing a method of
valuation based upon market prices and estimates of market prices for all of its
portfolio investments. Thus, if the use of amortized cost by Money Market
Portfolio resulted in a lower aggregate portfolio value on a particular day, a
prospective investor in the portfolio would be able to obtain a somewhat higher
yield than would result from investment in a fund utilizing solely market
values. The converse would apply in a period of rising interest rates.

In determining Money Market Portfolio's net asset value, "when-issued"
securities will be valued at the value of the security at the time the
commitment to purchase is entered into.

The valuation of Money Market Portfolio's investments based upon their amortized
cost and the concomitant maintenance of the portfolio's per share net asset
value of $1.00 is permitted in accordance with Rule 2a-7 under the 1940 Act,
pursuant to which the portfolio must adhere to certain conditions which are
described in detail in the prospectus. Money Market Portfolio must maintain a
dollar-weighted average portfolio maturity of 90 days or less. The maturities of
variable rate demand instruments held by the portfolio will be deemed to be the
longer of the demand period or the period remaining until the next interest rate
adjustment, although stated maturities may be in excess of one year. The
Trustees have established procedures designed to stabilize, to the extent
reasonably possible, the price per share of each class of Money Market Portfolio
for the purpose of maintaining sales and redemptions at a single value. Such
procedures will include review of the portfolio's holdings by the Trustees, at
such intervals as they may deem appropriate, to determine whether the
portfolio's net asset value per class calculated by using available market
quotations deviates from $1.00 per share and, if so, whether such deviation may
result in material dilution or is otherwise unfair to existing shareholders. In
the event the Trustees determine that such a deviation exists, they have agreed
to take such corrective action as they regard as necessary and appropriate,
including: (i) the sale of portfolio instruments prior to maturity to realize
capital gains or losses or to shorten average portfolio maturity; (ii)
withholding dividends; (iii) redeeming shares in kind; or (iv) establishing a
net asset value per share by using available market quotations. It is the
intention of the Fund to maintain Money Market Portfolio's per-share net asset
value at $1.00 but there can be no assurance of this.

ALL OTHER PORTFOLIOS

Securities are valued at the last sale price on the principal exchange or market
where they are traded. Securities which have not traded on the date of valuation
or securities for which sales prices are not generally reported are valued at
the mean between the current bid and asked prices. Securities quoted in foreign
currencies are converted to U.S. dollars utilizing foreign exchange rates
employed by the fund's independent pricing services. Generally, trading in
foreign securities is substantially completed each day at various times prior to
the close of regular trading on the Exchange. The values of such securities used
in computing the net asset value of the fund's shares are determined as of such
times. Foreign currency

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exchange rates are also generally determined prior to the close of regular
trading on the Exchange. Occasionally, events which affect the values of such
securities and such exchange rates may occur between the times at which they are
determined and the close of regular trading on the Exchange and will therefore
not be reflected in the computation of the fund's net asset value. If events
materially affecting the value of such securities occur during such period, then
these securities may be valued at their fair value as determined in good faith
by the Trustees. All assets of the fund for which there is no other readily
available valuation method are valued at their fair value as determined in good
faith by the Trustees, although the actual computations may be made by persons
acting pursuant to the direction of the Board of Trustees.

Ordinarily, investments in debt securities are valued on the basis of
information furnished by a pricing service which utilizes primarily a matrix
system (which reflects such factors as security prices, yields, maturities and
ratings), supplemented by dealer and exchange quotations, to recommend
valuations for normal institutional-sized trading units of debt securities.
Securities are valued at the last sale price on the principal exchange or market
where they are traded. Securities which have not traded on the date of valuation
or securities for which sales prices are not generally reported are valued at
the mean between the current bid and asked prices. Securities quoted in foreign
currencies are converted to U.S. dollars utilizing foreign exchange rates
employed by the portfolios' independent pricing services. Generally, trading in
foreign securities is substantially completed each day at various times prior to
the close of regular trading on the Exchange. The values of such securities used
in computing the net asset value of a portfolio's shares are determined as of
such times. Foreign currency exchange rates are also generally determined prior
to the close of regular trading on the Exchange. Occasionally, events which
affect the values of such securities and such exchange rates may occur between
the times at which they are determined and the close of regular trading on the
Exchange and will therefore not be reflected in the computation of a portfolio's
net asset value. If events materially affecting the value of such securities
occur during such period, then these securities may be valued at their fair
value as determined in good faith by the Trustees. All assets of a portfolio for
which there is no other readily available valuation method are valued at their
fair value as determined in good faith by the Trustees, although the actual
computations may be made by persons acting pursuant to the direction of the
Board of Trustees.

The net asset value per share of each class of the fund is computed by taking
the value of all of the fund's assets attributable to a class, less the fund's
liabilities attributable to that class, and dividing the result by the number of
outstanding shares of that class. For purposes of determining net asset value,
expenses of the classes of the fund are accrued daily and taken into account.

11. TAX STATUS

Each portfolio is treated as a separate entity for U.S. federal income tax
purposes. It is each portfolio's policy to meet the requirements of Subchapter M
of the Code for qualification as a regulated investment company. These
requirements relate to the sources of a portfolio's income, the diversification
of its assets and the distribution of its income to shareholders. If a portfolio
meets all such requirements and distributes to its shareholders, in accordance
with the Code's timing requirements, all investment company taxable income and
net capital gain, if any, which it earns, the portfolio will be relieved of the
necessity of paying U.S. federal income tax.

In order to qualify as a regulated investment company under Subchapter M, a
portfolio must, among other things, derive at least 90% of its annual gross
income for each taxable year from dividends, interest, payments with respect to
securities loans, gains from the sale or other disposition of stock, securities
or foreign currencies, or other income (including gains from options, futures
and forward contracts) derived with respect to its business of investing in such
stock, securities or currencies (the "90% income test"),

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and satisfy certain annual distribution and quarterly diversification
requirements. For purposes of the 90% income test, the character of income
earned by certain entities in which the portfolio invests that are not treated
as corporations (E.G., partnerships or trusts) for U.S. tax purposes will
generally pass through to the portfolio; consequently, a portfolio may be
required to limit its equity investments in such entities that earn fee income,
rental income, or other nonqualifying income.

As noted in the prospectus, each portfolio must, and intends to, comply with the
diversification requirements imposed by Section 817(h) of the Code and the
regulations thereunder. These requirements, which are in addition to the
diversification requirements imposed on a portfolio by the 1940 Act and
Subchapter M of the Code, place certain limitations on the assets of each
separate account. Section 817(h) and these regulations treat the assets of the
portfolios as assets of the related separate accounts and, among other things,
limit the extent to which the assets of a portfolio may be represented by any
one, two, three or four investments. Specifically, the regulations provide that,
except as permitted by the "safe harbor" described below, as of the end of each
calendar quarter or within 30 days thereafter no more than 55% of the total
assets of a portfolio may be represented by any one investment, no more than 70%
by any two investments, no more than 80% by any three investments and no more
than 90% by any four investments. For this purpose, all securities of the same
issuer are considered a single investment, and each U.S. government agency and
instrumentality is considered a separate issuer. Section 817(h) provides, as a
safe harbor, that a separate account will be treated as being adequately
diversified if the diversification requirements under Subchapter M are satisfied
and no more than 55% of the value of the account's total assets are cash and
cash items (including receivables), U.S. government securities and securities of
other regulated investment companies. Failure by a portfolio to both qualify as
a regulated investment company and satisfy the Section 817(h) requirements would
generally result in adverse treatment of the variable contract holders,
differing from the treatment described in the applicable variable contract
prospectus, by causing the contracts to lose their favorable tax status and
requiring a contract holder to include in ordinary income any income accrued
under the contracts for the current and all prior taxable years. Any such
failure may also result in adverse tax consequences for the insurance company
issuing the contracts.

Dividends from investment company taxable income, which includes net investment
income, net short-term capital gain in excess of net long-term capital loss, and
certain net foreign exchange gains, are treated as ordinary income, whether
received in cash or reinvested in additional shares. Dividends from net
long-term capital gain in excess of net short-term capital loss ("net capital
gain"), if any, whether received in cash or reinvested in additional shares, are
treated as long-term capital gain for federal income tax purposes without regard
to the length of time shares of the portfolio have been held.

Any dividend declared by a portfolio as of a record date in October, November or
December as of a record date and paid during the following January will be
treated for U.S. federal income tax purposes as received by shareholders on
December 31 of the calendar year in which it is declared.

Foreign exchange gains and losses realized by a portfolio in connection with
certain transactions involving foreign currency-denominated debt securities,
certain options and futures contracts relating to foreign currency, foreign
currency forward contracts, foreign currencies, or payables or receivables
denominated in a foreign currency are subject to Section 988 of the Code, which
generally causes such gains and losses to be treated as ordinary income and
losses and may affect the amount, timing and character of distributions to
shareholders. Under future regulations, any such transactions that are not
directly related to a portfolio's investments in stock or securities (or its
options or futures contracts with respect to stock or securities) may have to be
limited in order to enable the portfolio to satisfy the 90% income test. If the
net foreign exchange loss for a year were to exceed a portfolio's investment
company taxable income (computed without regard to such loss), the resulting
ordinary loss for such year would not be deductible by the portfolio or its
shareholders in future years.

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If a portfolio acquires any equity interest (under future regulations, generally
including not only stock but also an option to acquire stock such as is inherent
in a convertible bond) in certain non-U.S. corporations that receive at least
75% of their annual gross income from passive sources (such as interest,
dividends, certain rents and royalties, or capital gains) or that hold at least
50% of their assets in investments producing such passive income ("passive
foreign investment companies"), the portfolio could be subject to U.S. federal
income tax and additional interest charges on "excess distributions" received
from such companies or on gain from the sale of stock in such companies, even if
all income or gain actually received by the portfolio is timely distributed to
its shareholders. The portfolio would not be able to pass through to its
shareholders any credit or deduction for such a tax. An election may generally
be available that would ameliorate these adverse tax consequences, but any such
election could require the applicable portfolio to recognize taxable income or
gain (subject to tax distribution requirements) without the concurrent receipt
of cash. These investments could also result in the treatment of associated
capital gains as ordinary income. A portfolio may limit and/or manage its
holdings in passive foreign investment companies to minimize its tax liability
or maximize its return from these investments.

Emerging Markets Portfolio, Equity-Income Portfolio, Europe Portfolio,
Europe Select Portfolio, Global Financials Portfolio, Global Health Care
Portfolio, Global Telecoms Portfolio, Growth Shares Portfolio, High Yield
Portfolio, Pioneer Fund Portfolio, Real Estate Growth Portfolio, Science &
Technology Portfolio, Small Company Portfolio and Strategic Income Portfolio may
invest in debt obligations that are in the lowest rating categories or are
unrated, including debt obligations of issuers not currently paying interest or
who are in default. International Growth Portfolio may hold such securities only
as a result of credit quality downgrades. Investments in debt obligations that
are at risk of or in default present special tax issues for the portfolios. Tax
rules are not entirely clear about issues such as when a portfolio may cease to
accrue interest, original issue discount, or market discount, when and to what
extent deductions may be taken for bad debts or worthless securities, how
payments received on obligations in default should be allocated between
principal and income, and whether exchanges of debt obligations in a workout
context are taxable. These and other issues will be addressed by a portfolio, in
the event it invests in such securities, in order to seek to ensure that it
distributes sufficient income to preserve its status as a regulated investment
company and does not become subject to U.S. federal income tax.

If a portfolio invests in certain pay-in-kind securities, zero coupon
securities, deferred interest securities or, in general, any other securities
with original issue discount (or with market discount if a portfolio elects to
include market discount in income currently), the portfolio must accrue income
on such investments for each taxable year, which generally will be prior to the
receipt of the corresponding cash payments. However, the portfolio must
distribute, at least annually, all or substantially all of its net income,
including such accrued income, to shareholders to qualify as a regulated
investment company under the Code and avoid U.S. federal income tax. Therefore,
the portfolio may have to dispose of its portfolio securities under
disadvantageous circumstances to generate cash, or may have to leverage itself
by borrowing the cash, to satisfy distribution requirements.

For U.S. federal income tax purposes, each portfolio is permitted to carry
forward a net capital loss for any year to offset its own capital gains, if any,
during the eight years following the year of the loss. To the extent subsequent
capital gains are offset by such losses, they would not result in U.S. federal
income tax liability to the portfolio and therefore are not expected to be
distributed as such to shareholders. Each portfolio's capital loss
carryforwards, if any, are set forth on Appendix A.

Redemptions and exchanges are taxable events for shareholders that are subject
to tax. Shareholders should consult their own tax advisers with reference to
their individual circumstances to determine whether any particular transaction
in portfolio shares is properly treated as a sale for tax purposes, as the
following discussion assumes. Any loss realized by a shareholder upon the
redemption, exchange or other disposition of shares with a tax holding period of
six months or less will be treated as a long-term capital loss to the extent of
any amounts treated as distributions of long-term capital gain with respect to
such shares. Losses on redemptions or other dispositions of shares may be
disallowed under "wash sale"

53
<PAGE>

rules in the event of other investments in the same
portfolio (including those made pursuant to reinvestment of dividends and/or
capital gain distributions) within a period of 61 days beginning 30 days before
and ending 30 days after a redemption or other disposition of shares. In such a
case, the disallowed portion of any loss would generally be included in the
federal tax basis of the shares acquired in the other investments.

Options written or purchased and futures contracts entered into by a portfolio
on certain securities, indices and foreign currencies, as well as certain
foreign currency forward contracts, may cause the portfolio to recognize gains
or losses from marking-to-market at the end of its taxable year even though such
options may not have lapsed, been closed out, or exercised, or such futures or
forward contracts may not have been performed or closed out. The tax rules
applicable to these contracts may affect the characterization of some capital
gains and losses realized by the portfolios as long-term or short-term. Certain
options, futures and forward contracts relating to foreign currency may be
subject to Section 988, as described above, and may accordingly produce ordinary
income or loss. Additionally, the fund may be required to recognize gain if an
option, forward contract, futures contract, short sale or other transaction that
is not subject to the mark to market rules is treated as a "constructive sale"
of an "appreciated financial position" held by the fund under Section 1259 of
the Code. Any net mark to market gains and/or gains from constructive sales may
also have to be distributed to satisfy the distribution requirements referred to
above even though the portfolio may receive no corresponding cash amounts,
possibly requiring the disposition of portfolio securities or borrowing to
obtain the necessary cash. Losses on certain options, futures or forward
contracts and/or offsetting positions (portfolio securities or other positions
with respect to which a portfolio's risk of loss is substantially diminished by
one or more options, futures or forward contracts) may also be deferred under
the tax straddle rules of the Code, which may also affect the characterization
of capital gains or losses from straddle positions and certain successor
positions as long-term or short-term. Certain tax elections may be available
that would enable a portfolio to ameliorate some adverse effects of the tax
rules described in this paragraph. The tax rules applicable to options, futures
or forward contracts and straddles may affect the amount, timing and character
of a portfolio's income and capital gains or losses and hence of its
distributions to shareholders.

Each portfolio that may invest in countries other than the U.S. may be subject
to withholding and other taxes imposed by foreign countries, including taxes on
interest, dividends and capital gains, with respect to its investments in those
countries. Tax conventions between certain countries and the U.S. may reduce or
eliminate such taxes in some cases. The portfolios do not expect to pass through
to their shareholders their pro rata shares of qualified non-U.S. taxes paid by
the portfolios, with the result that shareholders will not include such taxes in
their gross incomes and will not be entitled to a tax deduction or credit for
such taxes on their own tax returns. The portfolios, however, generally may
deduct any foreign taxes that are not passed through to their shareholders in
computing their income available for distribution to shareholders to satisfy
applicable tax distribution requirements.

Different tax treatment, including penalties on certain excess contributions and
deferrals, certain pre-retirement and post-retirement distributions, and certain
prohibited transactions, is accorded to accounts held by trustees of qualified
pension or retirement plans. These shareholders should consult their tax
advisers for more information.

If, as anticipated, each portfolio continues to qualify as a regulated
investment company under the Code, each such portfolio will not be required to
pay any Massachusetts income, corporate excise or franchise taxes or any
Delaware corporation income tax.

The description of certain federal tax provisions above relates solely to U.S.
federal income tax law as it applies to the portfolios and to certain aspects of
their distributions. It does not address special tax rules applicable to certain
classes of investors, such as tax-exempt entities and insurance companies.

54
<PAGE>

Shareholders should consult their own tax advisers on these matters and on
state, local and other applicable tax laws.

12. INVESTMENT RESULTS

QUOTATIONS, COMPARISONS AND GENERAL INFORMATION

From time to time, in advertisements, in sales literature or in reports to
shareholders, the past performance of the fund may be illustrated and/or
compared with that of other mutual funds with similar investment objectives and
to stock or other relevant indices. For example, total return of the fund's
classes may be compared to averages or rankings prepared by Lipper, Inc., a
widely recognized independent service which monitors mutual fund performance;
the S&P 500, an index of unmanaged groups of common stock; the Dow Jones
Industrial Average, a recognized unmanaged index of common stocks of 30
industrial companies listed on the Exchange; the Russell U.S. Equity Indexes or
the Wilshire Total Market Value Index, which are recognized unmanaged indexes of
broad-based common stocks; or any other appropriate index.

In addition, the performance of the classes of the fund may be compared to
alternative investment or savings vehicles and/or to indices or indicators of
economic activity, e.g., inflation or interest rates. The fund may also include
securities industry or comparative performance information generally and in
advertising or materials marketing the fund's shares. Performance rankings and
listings reported in newspapers or national business and financial publications,
such as BARRON'S, BUSINESS WEEK, CONSUMERS DIGEST, CONSUMER REPORTS, FINANCIAL
WORLD, FORBES, FORTUNE, INVESTORS BUSINESS DAILY, KIPLINGER'S PERSONAL FINANCE
MAGAZINE, MONEY MAGAZINE, NEW YORK TIMES, SMART MONEY, USA TODAY, U.S. NEWS AND
WORLD REPORT, THE WALL STREET JOURNAL and WORTH, may also be cited (if the fund
is listed in any such publication) or used for comparison, as well as
performance listings and rankings from various other sources including Bloomberg
Financial Markets, CDA/Wiesenberger, Donoghue's Mutual Fund Almanac, Ibbotson
Associates, Investment Company Data, Inc., Johnson's Charts, Kanon Bloch Carre
and Co., Lipper, Inc., Micropal, Inc., Morningstar, Inc., Schabacker Investment
Management and Towers Data Systems, Inc.

In addition, from time to time quotations from articles from financial
publications such as those listed above may be used in advertisements, in sales
literature or in reports to shareholders of the fund.

The fund may also present, from time to time, historical information depicting
the value of a hypothetical account in one of more classes of the fund since
inception.

In presenting investment results, the fund may also include references to
certain financial planning concepts, including (a) an investor's need to
evaluate his financial assets and obligations to determine how much to invest;
(b) his need to analyze the objectives of various investments to determine where
to invest; and (c) his need to analyze his time frame for future capital needs
to determine how long to invest. The investor controls these three factors, all
of which affect the use of investments in building assets. Each portfolio's
investment results will be presented to the public in combination with
performance information for any appropriate variable life insurance or variable
annuity contract.

Each portfolio's yield quotations and average total return quotations for each
class as they may appear in the prospectus, this Statement of Additional
Information or in advertising are calculated by standard methods prescribed by
the SEC.

55
<PAGE>

STANDARDIZED YIELD QUOTATIONS

The yield of a class is computed by dividing the class' net investment income
per share during a base period of 30 days, or one month, by the maximum offering
price per share of the class on the last day of such base period in accordance
with the following formula:

a-b
YIELD = 2[ ( ----- +1)6-1]
cd
Where:

a = interest earned during the period

b = net expenses accrued for the period

c = the average daily number of shares outstanding during
the period that were entitled to receive dividends

d = the maximum offering price per share on the last day
of the period

For purposes of calculating interest earned on debt obligations as provided in
item "a" above:

(i) The yield to maturity of each obligation held by the fund is
computed based on the market value of the obligation (including actual accrued
interest, if any) at the close of business each day during the 30-day base
period, or, with respect to obligations purchased during the month, the purchase
price (plus actual accrued interest, if any) on settlement date, and with
respect to obligations sold during the month the sale price (plus actual accrued
interest, if any) between the trade and settlement dates.

(ii) The yield to maturity of each obligation is then divided by 360
and the resulting quotient is multiplied by the market value of the obligation
(including actual accrued interest, if any) to determine the interest income on
the obligation for each day. The yield to maturity calculation has been made on
each obligation during the 30-day base period.

(iii) Interest earned on all debt obligations during the 30-day or
one-month period is then totaled.

(iv) The maturity of an obligation with a call provision(s) is the next
call date on which the obligation reasonably may be expected to be called or, if
none, the maturity date.

With respect to the treatment of discount and premium on mortgage- or other
receivables-backed obligations which are expected to be subject to monthly
payments of principal and interest ("pay downs"), the fund accounts for gain or
loss attributable to actual monthly pay downs as an increase or decrease to
interest income during the period. In addition, the fund may elect (i) to
amortize the discount or premium remaining on a security, based on the cost of
the security, to the weighted average maturity date, if such information is
available, or to the remaining term of the security, if the weighted average
maturity date is not available, or (ii) not to amortize the remaining discount
or premium on a security.

For purposes of computing yield, interest income is recognized by accruing 1/360
of the stated interest rate of each obligation in the fund's portfolio each day
that the obligation is in the portfolio. Expenses of

56
<PAGE>

Class II accrued during any base period, if any, pursuant to its
Distribution Plan are included among the expenses accrued during the base
period.

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN QUOTATIONS

One of the primary methods used to measure the performance of a class of the
fund is "total return." Total return will normally represent the percentage
change in value of an account, or of a hypothetical investment in a class of the
fund, over any period up to the lifetime of that class of the fund. Total return
calculations will usually assume the reinvestment of all dividends and capital
gain distributions and will be expressed as a percentage increase or decrease
from an initial value for the entire period or for one or more specified periods
within the entire period. Total return percentages for periods of less than one
year will usually be annualized; total return percentages for periods longer
than one year will usually be accompanied by total return percentages for each
year within the period and/or by the average annual compounded total return for
the period. The income and capital components of a given return may be separated
and portrayed in a variety of ways in order to illustrate their relative
significance. Performance may also be portrayed in terms of cash or investment
values without percentages. Past performance cannot guarantee any particular
future result.

The fund's average annual total return quotations for each of its classes as
that information may appear in the fund's prospectus, this statement of
additional information or in advertising are calculated by standard methods
prescribed by the SEC.

Average annual total return quotations for each class of shares are computed by
finding the average annual compounded rates of return that would cause a
hypothetical investment in the class made on the first day of a designated
period (assuming all dividends and distributions are reinvested) to equal the
ending redeemable value of such hypothetical investment on the last day of the
designated period in accordance with the following formula:

P(1+T)n = ERV

Where:

P = a hypothetical initial payment of $1,000

T = average annual total return

n = number of years

ERV = ending redeemable value of the hypothetical $1,000
initial payment made at the beginning of the
designated period (or fractional portion thereof)

For purposes of the above computation, it is assumed that all dividends and
distributions made by the fund are reinvested at net asset value during the
designated period. The average annual total return quotation is determined to
the nearest 1/100 of 1%.

In determining the average annual total return (calculated as provided above),
recurring fees, if any, that are charged to all shareholder accounts of a
particular class of shares are taken into consideration. For any account fees
that vary with the size of the account, the account fee used for purposes of the
above computation is assumed to be the fee that would be charged to the class'
mean account size.

57
<PAGE>

See Appendix A for the annual total returns for each class of fund shares as of
the most recently completed fiscal year.

13. FINANCIAL STATEMENTS

The fund's December 31, 1999 annual report for its Class I shares, filed with
the SEC on March 3, 2000 (Accession No. 0000930709-00-000005); December 31, 1999
annual report for its Equity-Income Portfolio Class II shares, filed with the
SEC on March 8, 2000 (Accession No. 0000930709-00-000006); June 30, 2000
semiannual report for Class I shares, filed with the SEC on August 30, 2000
(Accession No. 0000930709-00-000028); June 30, 2000 semiannual report for its
Mid-Cap Value Portfolio Class II shares, filed with the SEC on August 23, 2000
(Accession No. 0000930709-00-000027); June 30, 2000 semiannual report for its
Emerging Markets Portfolio Class II shares, filed with the SEC on August 23,
2000 (Accession No. 0000930709-00-000025); and June 30, 2000 semiannual report
for its Growth Shares Portfolio, Pioneer Fund Portfolio and Equity-Income
Portfolio Class II shares, filed with the SEC on August 23, 2000 (Accession No.
0000930709-00-000024) are incorporated by reference into this Statement of
Additional Information. The financial statements in the fund's annual reports,
including the financial highlights, for the period ended December 31,
1999,included or incorporated by reference into the prospectuses and this
Statement of Additional Information, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect to
the financial statements, and are included in reliance upon the authority of
Arthur Andersen LLP as experts in accounting and auditing in giving their
report.

The fund's annual and semiannual reports include the financial statements
referenced above and are available without charge upon request by calling
Shareholder Services at 1-800-225-6292.

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<PAGE>

14. APPENDIX A - ANNUAL FEE, EXPENSE AND OTHER INFORMATION

PORTFOLIO TURNOVER

The annual portfolio turnover rate for each of the portfolios, except the Money
Market Portfolio, for the fiscal year ended December 31, 1999 was:

America Income 41%
Balanced 59%
Emerging Markets 144%
Equity-Income 23%
Europe 60%
Europe Select N/A***
International Growth 90%
Pioneer Fund 8%
Growth Shares 47%
Global Financials N/A***
Global Health Care N/A***
Global Telecoms N/A***
High Yield N/A*
Mid-Cap Value 91%
Real Estate Growth 54%
Science & Technology N/A*
Small Company N/A**
Swiss Franc Bond 12%
Strategic Income 49%

*Commencement of operations, May 1, 2000.
**Commencement of operations, October 5, 2000.
***Commenced operations, __________, 2001.

SHARE OWNERSHIP

As of December 31, 2000, the officers and trustees of the fund owned
beneficially in the aggregate less than 1% of the outstanding shares of the
fund. The following is a list of the holders of 5% or more of any of the
portfolios' Class I or Class II shares as of December 30, 2000.

59
<PAGE>

<TABLE>
<CAPTION>
CLASS I SHARES

RECORD HOLDER PORTFOLIO NUMBER OF SHARES % OF CLASS
<S> <C> <C> <C>
Allmerica Financial Life Co. Pioneer Fund 9,621,867 98.53
Accumulation Account America Income 2,548,547 98.54
ATTN: Separate Accounting International Growth 4,181,794 98.52
440 Lincoln Street Europe 1,804,204 98.71
Worcester, MA 01653-0002 Equity-Income 8,416,064 98.66
Balanced 4,043,197 99.11
Swiss Franc Bond 3,073,882 97.08
High Yield 726,726 93.22
Science & Technology 1,013,176 98.54
Growth Shares 5,646,540 98.08
Money Market 32,196,261 98.81
Emerging Markets 752,527 96.59
Mid-Cap Value 5,544,919 89.56
Real Estate Growth 1,427,688 63.76
Strategic Income 294,225 84.97

Pioneer Funds Distributor, Inc. High Yield 50,000 6.41
ATTN: Chris Kozakis Strategic Income 41,315 11.93
60 State Street Small Company 10,000 100.00
Boston, MA 02109-1800

United of Omaha Mid-Cap Value 532,375 8.59
Life Insurance Co. Real Estate Growth 783,276 34.98
Product Accounting &
Reporting - 5th floor
Mutual of Omaha Plaza
Omaha, NE 68175-0001

<CAPTION>
CLASS II SHARES

RECORD HOLDER PORTFOLIO NUMBER OF SHARES % OF CLASS
<S> <C> <C> <C>
Great-West Life & Annuity Equity-Income 35,413 9.00
Client Plans
8515 East Orchard Road, 2T2
Englewood, CO 80111-5037

United of Omaha Pioneer Fund 126,190 98.73
Life Insurance Co. Equity-Income 344,358 87.57
Product Accounting & Growth Shares 10,947 99.54
Reporting - 5th floor
Mutual of Omaha Plaza
Omaha, NE 68175-0001

Allmerica Financial Life Co. Mid-Cap Value 108,948 99.49
Delaware Account Emerging Markets 431,378 89.62
ATTN: Separate Accounting
440 Lincoln Street
Worcester, MA 01653-0002

60
<PAGE>

First Allmerica Financial Life Co. Emerging Markets 49,920 10.37
Delaware Account
ATTN: Separate Accounting
440 Lincoln Street
Worcester, MA 01653-0002

Allmerica Financial Life Co. Real Estate Growth 105,250 85.61
Accumulation Account
ATTN: Separate Accounting
440 Lincoln Street
Worcester, MA 01653-0002

First Allmerica Financial Life Co. Real Estate Growth 17,690 14.38
Accumulation Account
ATTN: Separate Accounting
440 Lincoln Street
Worcester, MA 01653-0002

Pioneer Funds Distributor, Inc. High Yield 1 100.00
ATTN: Chris Kozakis
60 State Street
Boston, MA 02109-1800
</TABLE>

COMPENSATION OF OFFICERS AND TRUSTEES

The following table sets forth certain information with respect to the
compensation of each Trustee of the fund.

<TABLE>
<CAPTION>
PENSION OR RETIREMENT
AGGREGATE BENEFITS ACCRUED AS PART TOTAL COMPENSATION FROM THE
COMPENSATION FROM OF FUND EXPENSES FUND AND OTHER PIONEER MUTUAL
NAME OF TRUSTEE FUND1 FUNDS2
<S> <C> <C> <C>
John F. Cogan, Jr.3 $ 750 $0 $18,000
Mary K. Bush4 0 0 93,500
Richard H. Egdahl, M.D. 2,000 0 95,500
Margaret B.W. Graham4 0 0 102,000
Marguerite A. Piret 2,000 0 116,750
David D. Tripple3 750 0 18,000
Stephen K. West 2,000 0 108,250
John Winthrop4 0 0 98,400
------ - -------
$7,500 $0 $650,400

1 For the fiscal year ended December 31, 1999.

2 For the calendar year ended December 31, 1999. In addition to the fund, there are 31 other
funds in the Pioneer Family of Funds.
3 Under the management contract, Pioneer reimburses the fund for any Trustees fees paid by the
fund.
4 Became Trustees of the fund on September 11, 2000.
</TABLE>

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<PAGE>

APPROXIMATE MANAGEMENT FEES A PORTFOLIO PAID OR OWED PIONEER

For the fiscal years ended December 31, 1999, 1998 and 1997 the
portfolios incurred or would have incurred the following management fees had the
expense limitation agreements described above (if applicable) not been in place:

<TABLE>
<CAPTION>
1999 1998 1997

<S> <C> <C> <C>
America Income 163,638 120,674 114,187
Balanced 461,190 363,460 187,536
Emerging Markets 27,206 213 N/A
Europe 71,034 1,257 N/A
Europe Select N/A N/A N/A
Equity-Income 1,459,899 1,063,282 536,869
Global Financials N/A N/A N/A
Global Health Care N/A N/A N/A
Global Telecoms N/A N/A N/A
Growth Shares 878,440 239,134 1,791
High Yield N/A N/A N/A
International Growth 530,396 540,021 $399,296
Mid-Cap Value 747,637 760,061 498,117
Money Market 104,152 95,451 62,428
Pioneer Fund 961,059 243,814 1,995
Real Estate Growth 311,616 400,933 253,190
Science & Technology N/A N/A N/A
Small Company N/A N/A N/A
Strategic Income 2,530 N/A N/A
Swiss Franc Bond 277,553 175,251 49,978
</TABLE>

FUND EXPENSES UNDER THE CLASS II DISTRIBUTION PLAN

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
$101.00

APPROXIMATE BROKERAGE AND UNDERWRITING COMMISSIONS (PORTFOLIO TRANSACTIONS)

For the fiscal periods ended December 31, 1999, 1998 and 1997, the portfolios
paid or owed aggregate brokerage commissions as follows:

<TABLE>
<CAPTION>
AGGREGATE BROKERAGE COMMISSIONS

1999 1998 1997
---- ---- ----

<S> <C> <C> <C>
America Income $ 0 $ 0 $ 0
Balanced $37,629 $88,000 $36,000
Emerging Markets $51,675 $ 1,000 N/A
Equity-Income $104,675 $70,000 $84,000
Europe $34,101 $ 2,000 N/A
Europe Select N/A N/A N/A
Global Financials N/A N/A N/A
Global Health Care N/A N/A N/A
Global Telecoms N/A N/A N/A
Growth Shares $161,120 $36,000 $ 4,000
High Yield N/A N/A N/A

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<PAGE>

International Growth $263,804 $371,000 $421,000
Mid-Cap Value $324,677 $314,000 $214,000
Money Market $ 0 $ 0 $ 0
Pioneer Fund $85,636 $116,000 $ 2,000
Real Estate Growth $85,832 $52,000 $76,000
Science & Technology N/A N/A N/A
Small Company N/A N/A N/A
Strategic Income $ 0 N/A N/A
Swiss Franc Bond $ 0 $ 0 $ 0
</TABLE>

CAPITAL LOSS CARRYFORWARDS

Not applicable.

AVERAGE ANNUAL TOTAL RETURNS

The portfolios' average annual total returns for the year ended December 31,
1999 and for the periods from commencement of operations to December 31, 1999
are as follows:

<TABLE>
<CAPTION>
Average Annual Total Return (%)

Class I One Year Five Years Ten Years Commencement
<S> <C> <C> <C> <C>
America Income (1) -2.52% N/A N/A 4.26%
Balanced (1) 2.53% N/A N/A 11.71%
Emerging Markets (2) 78.74% N/A N/A 71.13%
Equity-Income (1) 1.21% N/A N/A 19.56%
Europe (2) 28.47% N/A N/A 30.21%
Europe Select (9) N/A N/A N/A N/A
Global Financials (9) N/A N/A N/A N/A
Global Health Care (9) N/A N/A N/A N/A
Global Telecoms (9) N/A N/A N/A N/A
Growth Shares (3) 7.93% N/A N/A 19.19%
High Yield (7) N/A N/A N/A N/A
International Growth (1) 44.38% N/A N/A 12.32%
Mid-Cap Value (1) 13.13% N/A N/A 13.22%
Money Market (1) 4.38% N/A N/A 4.66%
Pioneer Fund (3) 15.91% N/A N/A 22.06%
Real Estate Growth (4) -4.17% N/A N/A 8.70%
Science & Technology (7) N/A N/A N/A N/A
Small Company (8) N/A N/A N/A N/A
Strategic Income (6) N/A N/A N/A 0.70%
Swiss Franc Bond (5) -13.59% N/A N/A -5.54%

(1) Commencement of operations, March 1, 1995
(2) Commencement of operations, October 30, 1998
(3) Commencement of operations, October 31, 1997
(4) Commencement of operations, March 31, 1995
(5) Commencement of operations, November 1, 1995
(6) Commencement of operations, July 29, 1999.

63
<PAGE>

(7) Commencement of operations, May 1, 2000
(8) Commencement of operations, October 5, 2000
(9) Commencement of operations, __________, 2001

<CAPTION>
Class II One Year Commencement
<S> <C> <C>
Emerging Markets (1) N/A N/A
Equity-Income (2) N/A -1.65%
Growth Shares (1) N/A N/A
Mid-Cap Value (1) N/A N/A
Pioneer Fund (1) N/A N/A
Real Estate Growth (3) N/A N/A

(1) Commencement of operations, May 1, 2000
(2) Commencement of operations, September 14, 1999
(3) Commencement of operations, August 1, 2000
</TABLE>

YIELD AND EFFECTIVE YIELD

The yield of the Money Market Portfolio for the seven-day period ended December
31, 1999 was 4.99%. The effective yield for the same period was 5.12%.

64
<PAGE>

15. APPENDIX B - DESCRIPTION OF SHORT-TERM DEBT, CORPORATE BOND AND
PREFERRED STOCK RATINGS^1

MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") SHORT-TERM PRIME RATING SYSTEM

Moody's short-term debt ratings are opinions of the ability of issuers to repay
punctually senior debt obligations. These obligations have an original maturity
not exceeding one year, unless explicitly noted.

Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment ability of rated issuers:

Prime-1: Issuers rated Prime-1 (or supporting institutions) have a superior
ability for repayment of senior short-term debt obligations. Prime-1 repayment
ability will often be evidenced by many of the following characteristics:

Leading market positions in well-established industries.
High rates of return on funds employed.
Conservative capitalization structure with moderate reliance on debt
and ample asset protection.
Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
Well-established access to a range of financial markets and assured
sources of alternate liquidity.

Prime-2: Issuers rated Prime-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

Prime-3: Issuers rated Prime-3 (or supporting institutions) have an acceptable
ability for repayment of senior short-term obligations. The effect of industry
characteristics and market compositions may be more pronounced. Variability in
earnings and profitability may result in changes in the level of debt protection
measurements and may require relatively high financial leverage. Adequate
alternate liquidity is maintained.

Not Prime: Issuers rated Not Prime do not fall within any of the Prime rating
categories.

Obligations of a branch of a bank are considered to be domiciled in the country
in which the branch is located. Unless noted as an exception, Moody's rating on
a bank's ability to repay senior obligations extends only to branches located in
countries which carry a Moody's Sovereign Rating for Bank Deposits. Such branch
obligations are rated at the lower of the bank's rating or Moody's Sovereign
Rating for Bank Deposits for the country in which the branch is located.

When the currency in which an obligation is denominated is not the same as the
currency of the country in which the obligation is domiciled, Moody's ratings do
not incorporate an opinion as to whether payment of the obligation will be
affected by actions of the government controlling the currency of

--------
1The ratings indicated herein are believed to be the most recent ratings
available at the date of this statement of additional information for the
securities listed. Ratings are generally given to securities at the time of
issuance. While the rating agencies may from time to time revise such ratings,
they undertake no obligation to do so, and the ratings indicated do not
necessarily represent ratings which will be given to these securities on the
date of the fund's fiscal year-end.

65
<PAGE>

denomination. In addition, risks associated with bilateral conflicts
between an investor's home country and either the issuer's home country or the
country where an issuer's branch is located are not incorporated into Moody's
short-term debt ratings.

If an issuer represents to Moody's that its short-term debt obligations are
supported by the credit of another entity or entities, then the name or names of
such supporting entity or entities are listed within the parenthesis beneath the
name of the issuer, or there is a footnote referring the reader to another page
for the name or names of the supporting entity or entities. In assigning ratings
to such issuers, Moody's evaluates the financial strength of the affiliated
corporations, commercial banks, insurance companies, foreign governments or
other entities, but only as one factor in the total rating assessment.

MOODY'S DEBT RATINGS

Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risk appear somewhat larger than the Aaa securities.

A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa: Bonds which are rated Baa are considered as medium-grade obligations (i.e.,
they are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca: Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

66
<PAGE>

C: Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Moody's bond ratings, where specified, are applicable to financial contracts,
senior bank obligations and insurance company senior policyholder and claims
obligations with an original maturity in excess of one year. Obligations relying
upon support mechanisms such as letters-of-credit and bonds of indemnity are
excluded unless explicitly rated. Obligations of a branch of a bank are
considered to be domiciled in the country in which the branch is located.

Unless noted as an exception, Moody's rating on a bank's ability to repay senior
obligations extends only to branches located in countries which carry a Moody's
Sovereign Rating for Bank Deposits. Such branch obligations are rated at the
lower of the bank's rating or Moody's Sovereign Rating for the Bank Deposits for
the country in which the branch is located. When the currency in which an
obligation is denominated is not the same as the currency of the country in
which the obligation is domiciled, Moody's ratings do not incorporate an opinion
as to whether payment of the obligation will be affected by the actions of the
government controlling the currency of denomination. In addition, risk
associated with bilateral conflicts between an investor's home country and
either the issuer's home country or the country where an issuer branch is
located are not incorporated into Moody's ratings.

Moody's makes no representation that rated bank obligations or insurance company
obligations are exempt from registration under the 1933 Act or issued in
conformity with any other applicable law or regulation. Nor does Moody's
represent any specific bank or insurance company obligation is legally
enforceable or a valid senior obligation of a rated issuer.

Note: Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the obligation
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of
that generic rating category.

MOODY'S PREFERRED STOCK RATINGS

Because of the fundamental differences between preferred stocks and bonds, a
variation of Moody's familiar bond rating symbols is used in the quality ranking
of preferred stock. The symbols, presented below, are designed to avoid
comparison with bond quality in absolute terms. It should always be borne in
mind that preferred stock occupies a junior position to bonds within a
particular capital structure and that these securities are rated within the
universe of preferred stocks.

aaa: An issue which is rated aaa is considered to be a top-quality preferred
stock. This rating indicates good asset protection and the least risk of
dividend impairment within the universe of preferred stocks.

aa: An issue which is rated aa is considered a high-grade preferred stock. This
rating indicates that there is a reasonable assurance the earnings and asset
protection will remain relatively well maintained in the foreseeable future.

a: An issue which is rated a is considered to be an upper-medium grade preferred
stock. While risks are judged to be somewhat greater then in the aaa and aa
classification, earnings and asset protection are, nevertheless, expected to be
maintained at adequate levels.

67
<PAGE>

baa: An issue which is rated baa is considered to be a medium-grade preferred
stock, neither highly protected nor poorly secured. Earnings and asset
protection appear adequate at present but may be questionable over any great
length of time.

ba: An issue which is rated ba is considered to have speculative elements and
its future cannot be considered well assured. Earnings and asset protection may
be very moderate and not well safeguarded during adverse periods. Uncertainty of
position characterizes preferred stocks in this class.

b: An issue which is rated b generally lacks the characteristics of a desirable
investment. Assurance of dividend payments and maintenance of other terms of the
issue over any long period of time may be small.

caa: An issue which is rated caa is likely to be in arrears on dividend
payments. This rating designation does not purport to indicate the future status
of payments.

ca: An issue which is rated ca is speculative in a high degree and is likely to
be in arrears on dividends with little likelihood of eventual payments.

c: This is the lowest rated class of preferred or preference stock. Issues so
rated can thus be regarded as having extremely poor prospects of ever attaining
any real investment standing.

Note: Moody's applies numerical modifiers 1, 2 and 3 in each rating
classification: the modifier 1 indicates that the security ranks in the higher
end of its generic rating category; the modifier 2 indicates a mid-range ranking
and the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.

STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS

A-1: A short-term obligation rated A-1 is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity to
meet its financial commitment on these obligations is extremely strong.

A-2: A short-term obligation rated A-2 is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.

A-3: A short-term obligation rated A-3 exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.

B: A short-term obligation rated B is regarded as having significant speculative
characteristics. The obligor currently has the capacity to meet its financial
commitment on the obligation; however, it faces major ongoing uncertainties
which could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.

C: A short-term obligation rated C is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.

68
<PAGE>

D: A short-term obligation rated D is in payment default. The D rating category
is used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.

STANDARD & POOR'S LONG-TERM ISSUE CREDIT RATINGS

Issue credit ratings are based, in varying degrees, on the following
considerations:

Likelihood of payment-capacity and willingness of the obligor to meet
its financial commitment on an obligation in accordance with the terms
of the obligation;
Nature of and provisions of the obligation;
Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization, or other arrangement under the
laws of bankruptcy and other laws affecting creditors' rights.

The issue rating definitions are expressed in terms of default risk. As such,
they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority in
bankruptcy, as noted above. (Such differentiation applies when an entity has
both senior and subordinated obligations, secured and unsecured obligations, or
operating company and holding company obligations.) Accordingly, in the case of
junior debt, the rating may not conform exactly with the category definition.

AAA: An obligation rated AAA has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA: An obligation rated AA differs from the highest-rated obligations only
in small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.

A: An obligation rated A is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB: An obligation rated BBB exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation.

Obligations rated BB, B, CCC, CC, and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation and C
the highest. While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.

BB: An obligation rated BB is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.

B: An obligation rated B is more vulnerable to nonpayment than obligations rated
BB, but the obligor currently has the capacity to meet its financial commitment
on the obligation. Adverse business,

69
<PAGE>

financial, or economic conditions will likely impair the obligor's capacity
or willingness to meet its financial commitment on the obligation.

CCC: An obligation rated CCC is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.

CC: An obligation rated CC is currently highly vulnerable to nonpayment.

C: A subordinated debt or preferred stock obligation rated C is CURRENTLY HIGHLY
VULNERABLE to nonpayment. The C rating may be used to cover a situation where a
bankruptcy petition has been filed or similar action taken, but payments on this
obligation are being continued. A C also will be assigned to a preferred stock
issue in arrears on dividends or sinking fund payments but that is currently
paying.

D: An obligation rated D is in payment default. The D rating category is used
when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.

Plus (+) or Minus (-): The rating from AA to CCC may be modified by the addition
of a plus or minus sign to show relative standing within the major rating
categories.

r: This symbol is attached to the ratings of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk, such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.

N.R.: This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that Standard & Poor's
does not rate a particular obligation as a matter of policy.

LOCAL CURRENCY AND FOREIGN CURRENCY RISKS

Country risk considerations are a standard part of Standard & Poor's analysis
for credit ratings on any issuer or issue. Currency of repayment is a key factor
in this analysis. An obligor's capacity to repay foreign currency obligations
may be lower than its capacity to repay obligations in its local currency due to
the sovereign government's own relatively lower capacity to repay external
versus domestic debt. These sovereign risk considerations are incorporated in
the debt ratings assigned to specific issues. Foreign currency issuer ratings
are also distinguished from local currency issuer ratings to identify those
instances where sovereign risks make them different for the same issuer.

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<PAGE>

16. APPENDIX C - PERFORMANCE STATISTICS

PIONEER VARIABLE CONTRACTS TRUST

<TABLE>
<CAPTION>
INVESTMENT ILLUSTRATIONS TO 12/31/99

PIONEER AMERICA INCOME CLASS I NAV

DATE INITIAL INVESTMENT OFFERING PRICE SALES CHARGE SHARES PURCHASED NET ASSET VALUE INITIAL NET
INCLUDED PER SHARE ASSET VALUE
<S> <C> <C> <C> <C> <C> <C>
3/1/95 $10,000 $ 10.00 0.00% 666.667 $10.00 $10,000

<CAPTION>
DATE FROM INVESTMENT FROM CAP GAINS FROM DIVIDENDS TOTAL VALUE
REINVESTED REINVESTED
<S> <C> <C> <C> <C>
12/31/95 $10,180 $0 $ 388 $10,568
12/31/96 9,780 0 925 10,705
12/31/97 10,040 0 1,569 11,609
12/31/98 10,290 0 2,265 12,555
12/31/99 9,469 11 2,759 12,239

<CAPTION>
PIONEER BALANCED CLASS I NAV
DATE INITIAL INVESTMENT OFFERING PRICE SALES CHARGE SHARES PURCHASED NET ASSET VALUE INITIAL NET
INCLUDED PER SHARE ASSET VALUE
<S> <C> <C> <C> <C> <C>
3/1/95 $10,000 $ 10.00 0.00% 1,000.00 $10.00 $10,000

<CAPTION>
DATE FROM INVESTMENT FROM CAP GAINS FROM DIVIDENDS TOTAL VALUE
REINVESTED REINVESTED
<S> <C> <C> <C> <C>
12/31/95 $11,870 $ 0 $214 $12,084
12/31/96 13,980 71 545 13,806
12/31/97 14,930 231 1,013 16,174
12/31/98 14,470 765 1,432 16,667
12/31/99 14,310 757 2,022 17,089

<CAPTION>
PIONEER EMERGING MARKETS CLASS I NAV

DATE INITIAL INVESTMENT OFFERING PRICE SALES CHARGE SHARES PURCHASED NET ASSET VALUE INITIAL NET
INCLUDED PER SHARE ASSET VALUE
<S> <C> <C> <C> <C> <C>
10/30/98 $10,000 $ 10.00 0.00% 1,000.00 $10.00 $10,000

<CAPTION>
DATE FROM INVESTMENT FROM CAP GAINS FROM DIVIDENDS TOTAL VALUE
REINVESTED REINVESTED
<S> <C> <C> <C> <C>
12/31/98 $10,490 $0 $0 $10,490
12/31/99 18,750 0 0 18,750

71
<PAGE>

<CAPTION>
PIONEER EQUITY INCOME CLASS I NAV

<CAPTION>
DATE FROM INVESTMENT FROM CAP GAINS FROM DIVIDENDS TOTAL VALUE
REINVESTED REINVESTED
<S> <C> <C> <C> <C>
12/31/95 $12,170 $ 0 $192 $12,362
12/31/96 13,730 0 510 14,240
12/31/97 18,140 14 1,103 19,257
12/31/98 21,440 267 1,748 23,455
12/31/00 20,720 872 2,147 23,739

<CAPTION>
PIONEER EQUITY-INCOME CLASS II NAV

<CAPTION>
DATE FROM INVESTMENT FROM CAP GAINS FROM DIVIDENDS TOTAL VALUE
REINVESTED REINVESTED
<S> <C> <C> <C> <C>
12/31/99 $10,490 $0 $0 $10,490
12/31/00 18,750 0 0 18,750

<CAPTION>
PIONEER EUROPE PORTFOLIO CLASS I NAV

DATE INITIAL INVESTMENT OFFERING PRICE SALES CHARGE SHARES PURCHASED NET ASSET VALUE INITIAL NET
INCLUDED PER SHARE ASSET VALUE
<S> <C> <C> <C> <C> <C> <C>
10/30/98 $10,000 $ 10.00 0.00% 1,000.00 $10.00 $10,000

<CAPTION>
DATE FROM INVESTMENT FROM CAP GAINS FROM DIVIDENDS TOTAL VALUE
REINVESTED REINVESTED
<S> <C> <C> <C> <C>
12/31/98 $10,600 $0 $0 $10,600
12/31/99 13,610 8 0 13,618

<CAPTION>
PIONEER FUND CLASS I NAV

DATE INITIAL OFFERING PRICE SALES CHARGE SHARES PURCHASED NET ASSET VALUE INITIAL NET
INVESTMENT INCLUDED PER SHARE ASSET VALUE
<S> <C> <C> <C> <C> <C> <C>
10/31/97 $10,000 $ 15.00 0.00% 666.667 15.00 $10,000

<CAPTION>
DATE FROM INVESTMENT FROM CAP GAINS FROM DIVIDENDS TOTAL VALUE FROM INVESTMENT
REINVESTED REINVESTED
<S> <C> <C> <C> <C> <C>
12/31/97 $10,540 $ 0 $ 10 $10,550

72
<PAGE>

12/31/98 13,173 0 123 13,296
12/31/99 15,133 17 261 15,411

<CAPTION>
PIONEER GROWTH SHARES CLASS I NAV

<CAPTION>
DATE FROM INVESTMENT FROM CAP GAINS FROM DIVIDENDS TOTAL VALUE
REINVESTED REINVESTED
<S> <C> <C> <C> <C>
12/31/97 $10,227 $ 0 $0 $10,227
12/31/98 13,560 0 1 13,561
12/31/99 14,614 19 4 14,637

<CAPTION>
PIONEER INTERNATIONAL GROWTH CLASS I NAV

<CAPTION>
DATE FROM INVESTMENT FROM CAP GAINS FROM DIVIDENDS TOTAL VALUE
REINVESTED REINVESTED
<S> <C> <C> <C> <C>
12/31/95 $10,930 $ 97 $ 15 $11,042
12/31/96 11,829 139 17 11,985
12/31/97 12,230 293 46 12,569
12/31/98 10,790 1,130 231 12,151
12/31/99 15,381 1,611 552 17,544

73
<PAGE>

<CAPTION>
PIONEER MID-CAP VALUE CLASS I NAV

DATE INITIAL OFFERING PRICE SALES CHARGE SHARES PURCHASED NET ASSET VALUE INITIAL NET
INVESTMENT INCLUDED PER SHARE ASSET VALUE
<S> <C> <C> <C> <C> <C> <C>
3/1/95 $10,000 $ 10.00 0.00% 1,000.00 $10.00 $10,000

<CAPTION>
DATE FROM INVESTMENT FROM CAP GAINS FROM DIVIDENDS TOTAL VALUE
REINVESTED REINVESTED
<S> <C> <C> <C> <C>
12/31/95 $11,570 $121 $ 22 $11,713
12/31/96 13,049 371 53 13,473
12/31/97 16,150 584 66 16,800
12/31/98 14,500 1,485 151 16,136
12/31/99 16,259 1,665 317 18,241

<CAPTION>
PIONEER REAL ESTATE GROWTH CLASS I NAV

<CAPTION>
DATE FROM INVESTMENT FROM CAP GAINS FROM DIVIDENDS TOTAL VALUE
REINVESTED REINVESTED
<S> <C> <C> <C> <C>
12/31/95 $11,230 $ 0 $ 466 $11,696
12/31/96 14,460 135 1,280 15,875
12/31/97 16,900 192 2,143 19,235
12/31/98 13,069 229 2,331 15,629
12/31/99 11,730 338 2,909 14,977

<CAPTION>
PIONEER STRATEGIC INCOME PORTFOLIO CLASS I NAV

DATE INITIAL INVESTMENT OFFERING PRICE SALES CHARGE SHARES PURCHASED NET ASSET VALUE INITIAL NET
INCLUDED PER SHARE ASSET VALUE
<S> <C> <C> <C> <C> <C> <C>
7/29/99 $10,000 $ 10.00 0.00% 1,000.00 $10.00 $10,000

<CAPTION>
DATE FROM INVESTMENT FROM CAP GAINS FROM DIVIDENDS TOTAL VALUE
REINVESTED REINVESTED
<S> <C> <C> <C> <C>
12/31/99 $ 9,750 $0 $320 $10,070

<CAPTION>
PIONEER SWISS FRANC CLASS I NAV

DATE INITIAL INVESTMENT OFFERING PRICE SALES CHARGE SHARES PURCHASED NET ASSET VALUE INITIAL NET
INCLUDED PER SHARE ASSET VALUE
<S> <C> <C> <C> <C> <C> <C>
11/1/95 $10,000 $ 15.00 0.00% 666.667 $15.00 $10,000

74
<PAGE>

<CAPTION>
DATE FROM INVESTMENT FROM CAP GAINS FROM DIVIDENDS TOTAL VALUE
REINVESTED REINVESTED
<S> <C> <C> <C> <C>
12/31/95 $10,040 $ 0 $0 $10,040
12/31/96 8,954 0 1 8,955
12/31/97 8,334 0 1 8.335
12/31/98 8,814 0 311 9,125
12/31/99 7,567 0 318 7,885

<CAPTION>
PIONEER MONEY MARKET CLASS I NAV

DATE INITIAL INVESTMENT OFFERING PRICE SALES CHARGE SHARES PURCHASED NET ASSET VALUE INITIAL NET
INCLUDED PER SHARE ASSET VALUE
<S> <C> <C> <C> <C> <C> <C>
3/1/95 $10,000 $ 1.00 0.00% 10,000.00 $1.00 $10,000

<CAPTION>
DATE FROM INVESTMENT FROM CAP GAINS FROM DIVIDENDS TOTAL VALUE
REINVESTED REINVESTED
<S> <C> <C> <C> <C>
12/31/95 $10,000 $ 0 $435 $10,435
12/31/96 10,000 0 906 10,906
12/31/97 10,000 0 1,412 11,412
12/31/98 10,000 0 1,945 11,945
12/31/99 10,000 0 2,468 12,468
</TABLE>

75
<PAGE>

COMPARATIVE PERFORMANCE INDEX DESCRIPTIONS

The following securities indices are well known, unmanaged measures of market
performance. Advertisements and sales literature for the fund may refer to these
indices or may present comparisons between the performance of the fund and one
or more of the indices. Other indices may also be used, if appropriate. The
indices are not available for direct investment. The data presented are not
meant to be indicative of the performance of the fund, do not reflect past
performance and do not guarantee future results.

S&P 500. This index is a readily available, carefully constructed, market value
weighted benchmark of common stock performance. Currently, the S&P 500 includes
500 of the largest stocks (in terms of stock market value) in the U.S.

DOW JONES INDUSTRIAL AVERAGE. This is a total return index based on the
performance of stocks of 30 blue chip companies widely held by individuals and
institutional investors. The 30 stocks represent about a fifth of the $8
trillion-plus market value of all U.S. stocks and about a fourth of the value of
stocks listed on the New York Stock Exchange (NYSE).

U.S. SMALL STOCK INDEX. This index is a market value weighted index of the
ninth and tenth deciles of the NYSE, plus stocks listed on the American Stock
Exchange and over the counter with the same or less capitalization as the upper
bound of the NYSE ninth decile.

U.S. INFLATION. The Consumer Price Index for All Urban Consumers (CPI-U), not
seasonally adjusted, is used to measure inflation, which is the rate of change
of consumer goods prices. Unfortunately, the inflation rate as derived by the
CPI is not measured over the same period as the other asset returns. All of the
security returns are measured from one month-end to the next month-end. CPI
commodity prices are collected during the month. Thus, measured inflation rates
lag the other series by about one-half month. Prior to January 1978, the CPI (as
compared with CPI-U) was used. Both inflation measures are constructed by the
U.S. Department of Labor, Bureau of Labor Statistics, Washington, DC.

S&P/BARRA INDEXES. The S&P/BARRA Growth and Value Indexes are constructed by
dividing the stocks in the S&P 500 according to price-to-book ratios. The Growth
Index contains stocks with higher price-to-book ratios, and the Value Index
contains stocks with lower price-to-book ratios. Both indexes are market
capitalization weighted.

MERRILL LYNCH MICRO-CAP INDEX. The Merrill Lynch Micro-Cap Index represents the
performance of 1,980 stocks ranging in market capitalization from $50 million to
$125 million. Index returns are calculated monthly.

MERRILL LYNCH HIGH YIELD MASTER II INDEX. This index is a market capitalization
weighted total return index covering U.S. dollar-denominated high-yield bonds.
Qualifying bonds must have at least $100 million par amount outstanding, a
remaining term to maturity greater than or equal to one year, and a credit
rating less than BBB3 but not in default (based on the composite of Moody's and
Standard & Poor's). The index includes deferred interest and pay-in-kind bonds,
but excludes structured notes, floating rate notes and other variable coupon
securities. The index also excludes emerging markets debt (issuers domiciled in
below investment grade rated countries). Index constituents are rebalanced
monthly on the last calendar day of the month. Index values are calculated
daily.

MERRILL LYNCH INDEX OF CONVERTIBLE BONDS (SPECULATIVE QUALITY). This is a market
capitalization weighted index including all mandatory and non-mandatory domestic
corporate convertible securities

76
<PAGE>

with at least an original par of $50 million or a $50 million market value;
securities dropping below a market value of $40 million are excluded. Returns
are calculated weekly based on Thursday's closing prices and are linked monthly.
All securities must be convertible to common stock only. Quality range is D3-BB1
based on composite Moody's and Standard &Poor's ratings.

LONG-TERM U.S. GOVERNMENT BONDS. The total returns on long-term government bonds
after 1977 are constructed with data from The Wall Street Journal and are
calculated as the change in the flat price or and-interest price. From 1926 to
1976, data are obtained from the government bond file at the Center for Research
in Security Prices (CRSP), Graduate School of Business, University of Chicago.
Each year, a one-bond portfolio with a term of approximately 20 years and a
reasonably current coupon was used and whose returns did not reflect potential
tax benefits, impaired negotiability or special redemption or call privileges.
Where callable bonds had to be used, the term of the bond was assumed to be a
simple average of the maturity and first call dates minus the current date. The
bond was "held" for the calendar year and returns were computed.

INTERMEDIATE-TERM U.S. GOVERNMENT BONDS. Total returns of intermediate-term
government bonds after 1987 are calculated from The Wall Street Journal prices,
using the change in flat price. Returns from 1934 to 1986 are obtained from the
CRSP government bond file.

Each year, one-bond portfolios are formed, the bond chosen is the shortest
noncallable bond with a maturity not less than five years, and this bond is
"held" for the calendar year. Monthly returns are computed. (Bonds with impaired
negotiability or special redemption privileges are omitted, as are partially or
fully tax-exempt bonds starting with 1943.) From 1934 to 1942, almost all bonds
with maturities near five years were partially or fully tax-exempt and were
selected using the rules described above. Personal tax rates were generally low
in that period, so that yields on tax-exempt bonds were similar to yields on
taxable bonds. From 1926 to 1933, there are few bonds suitable for construction
of a series with a five-year maturity. For this period, five-year bond yield
estimates are used.

MORGAN STANLEY CAPITAL INTERNATIONAL ("MSCI"). These indices are in U.S. dollar
terms with gross dividends reinvested and measure the performance of developed
and emerging stock markets around the world. MSCI All Country indices represent
both the developed and the emerging markets for a particular region. These
indices are unmanaged. The free indices exclude shares which are not readily
purchased by non-local investors. MSCI covers over 1,500 securities in 28
emerging markets and 2,300 securities in 23 developed markets, totaling over $20
trillion in market capitalization. Several Pioneer mutual funds that invest in
international securities compare their performance to various MSCI indices.

6-MONTH CDS. Data sources include the Federal Reserve Bulletin and The Wall
Street Journal.

LONG-TERM U.S. CORPORATE BONDS. Since 1969, corporate bond total returns are
represented by the Salomon Brothers Long-Term High-Grade Corporate Bond Index.
As most large corporate bond transactions take place over the counter, a major
dealer is the natural source of these data. The index includes nearly all Aaa-
and Aa-rated bonds with at least 10 years to maturity. If a bond is downgraded
during a particular month, its return for the month is included in the index
before removing the bond from future portfolios.

From 1926 to 1968 the total returns were calculated by summing the capital
appreciation returns and the income returns. For the period 1946 to 1968,
Ibbotson and Sinquefield backdated the Salomon Brothers' index, using Salomon
Brothers' monthly yield data with a methodology similar to that used by Salomon
Brothers for 1969 to 1995. Capital appreciation returns were calculated from
yields assuming (at the beginning of each monthly holding period) a 20-year
maturity, a bond price equal to par, and a coupon

77
<PAGE>

equal to the beginning-of-period yield. For the period 1926 to 1945,
Standard & Poor's monthly high-grade corporate composite yield data were used,
assuming a 4% coupon and a 20-year maturity. The conventional present-value
formula for bond price for the beginning and end-of-month prices was used. (This
formula is presented in Ross, Stephen A., and Westerfield, Randolph W.,
Corporate Finance, Times Mirror/Mosby, St. Louis, 1990, p. 97 ["Level-Coupon
Bonds"].) The monthly income return was assumed to be one-twelfth the coupon.

LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX - INTERMEDIATE. This index is
comprised of securities with one to ten years to maturity. It includes Treasury
and government agency securities, investment-grade corporate bonds and Yankee
bonds.

U.S. (30-DAY) TREASURY BILLS. For the U.S. Treasury Bill Index, data from The
Wall Street Journal are used after 1977; the CRSP government bond file is the
source until 1976. Each month a one-bill portfolio containing the shortest-term
bill having not less than one month to maturity is constructed. (The bill's
original term to maturity is not relevant.) To measure holding period returns
for the one-bill portfolio, the bill is priced as of the last trading day of the
previous month-end and as of the last trading day of the current month.

NATIONAL ASSOCIATION OF REAL ESTATE INVESTMENT TRUSTS ("NAREIT") EQUITY REIT
INDEX. All of the data are based upon the last closing price of the month for
all tax-qualified REITs listed on the NYSE, AMEX and NASDAQ. The data are
market-value-weighted. Prior to 1987 REITs were added to the index the January
following their listing. Since 1987 newly formed or listed REITs are added to
the total shares outstanding figure in the month that the shares are issued.
Only common shares issued by the REIT are included in the index. The total
return calculation is based upon the weighting at the beginning of the period.
Only those REITs listed for the entire period are used in the total return
calculation. Dividends are included in the month based upon their payment date.
There is no smoothing of income. Liquidating dividends, whether full or partial,
are treated as income.

RUSSELL U.S. EQUITY INDEXES. The Russell 3000(R) Index (the "Russell 3000") is
comprised of the 3,000 largest U.S. companies as determined by market
capitalization representing approximately 98% of the U.S. equity market. The
average market capitalization is approximately $5.1 billion. The Russell 2500TM
Index measures performance of the 2,500 smallest companies in the Russell 3000.
The average market capitalization is approximately $958.8 million, and the
largest company in the index has an approximate market capitalization of $4
billion. The Russell 2000(R) Index measures performance of the 2,000 smallest
stocks in the Russell 3000; the largest company in the index has a market
capitalization of approximately $1.5 billion. The Russell 1000(R) Index (the
"Russell 1000") measures the performance of the 1,000 largest companies in the
Russell 3000. The average market capitalization is approximately $14.1 billion.
The smallest company in the index has an approximate market capitalization of
$1.6 billion. The Russell Midcap(R) Index measures performance of the 800
smallest companies in the Russell 1000. The largest company in the index has an
approximate market capitalization of $13 billion. The Russell 1000(R) Growth
Index measures the performance of those Russell 1000 companies with higher
price-to-book ratios and higher forecasted growth values. The Russell 1000(R)
Value Index measures the performance of those Russell 1000 companies with lower
price-to-book ratios and lower forecasted growth values.

The Russell indexes are reconstituted annually as of June 30, based on May 31
market capitalizations.

WILSHIRE REAL ESTATE SECURITIES INDEX. The Wilshire Real Estate Securities Index
is a broad measure of the performance of publicly traded real estate securities,
such as REITs and real estate operating companies ("REOCs"). The index is
capitalization-weighted. As of March 31, 1999, 119 companies were

78
<PAGE>

included in the index, with a total market cap of $116.97 billion. At
September 30, 1999, the companies in the index were 92.31% equity and hybrid
REITs and 7.69% REOCs.

STANDARD & POOR'S MIDCAP 400 INDEX. The S&P 400 is a
market-capitalization-weighted index. The performance data for the index were
calculated by taking the stocks presently in the index and tracking them
backwards in time as long as there were prices reported. No attempt was made to
determine what stocks "might have been" in the S&P 400 five or ten years ago had
it existed. Dividends are reinvested on a monthly basis prior to June 30, 1991,
and are reinvested daily thereafter.

LIPPER INDEXES. These indexes represent equally weighted performance,
adjusted for capital gain distributions and income dividends, of mutual funds
that are considered peers of the Pioneer mutual funds. Lipper, Inc. is an
independent firm that tracks mutual fund performance.

LEHMAN BROTHERS AGGREGATE BOND INDEX. The Lehman Brothers Aggregate Bond Index
is composed of the Lehman Brothers Government/Corporate Index, the Lehman
Brothers Mortgage-Backed Securities Index and the Lehman Brothers Asset-Backed
Securities Index. The index includes fixed rate debt issues rated investment
grade or higher by Moody's Investors Service, Standard & Poor's Corporation or
Fitch Investors Service, in that order. All issues have at least one year to
maturity with intermediate indices including bonds with maturities up to ten
years and long-term indices composed of bonds with maturities longer than ten
years. All returns are market value weighted inclusive of accrued interest.

BANK SAVINGS ACCOUNT. Data sources include the U.S. League of Savings
Institutions Sourcebook; average annual yield on savings deposits in FSLIC
[FDIC] insured savings institutions for the years 1963 to 1987; and The Wall
Street Journal thereafter.

NASDAQ COMPOSITE INDEX. The Nasdaq Composite Index measures all Nasdaq domestic
and non-U.S. based common stocks listed on The Nasdaq Stock Market. The index is
market-value weighted. The Nasdaq Composite includes over 5,000 companies and is
one of the most widely followed and quoted major market indices because it is so
broad-based.

Sources: Ibbotson Associates, Towers Data Systems, Lipper, Inc. and PIM-USA

79
<PAGE>

<TABLE>
<CAPTION>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

DOW S&P/ S&P/ MERRILL LYNCH
JONES U.S. SMALL BARRA BARRA MICRO-CAP
S&P INDUSTRIAL STOCK U.S. 500 500 INDEX
500 AVERAGE INDEX INFLATION GROWTH VALUE
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dec 1925 N/A N/A N/A N/A N/A N/A N/A
Dec 1926 11.62 N/A 0.28 -1.49 N/A N/A N/A
Dec 1927 37.49 N/A 22.10 -2.08 N/A N/A N/A
Dec 1928 43.61 55.38 39.69 -0.97 N/A N/A N/A
Dec 1929 -8.42 -13.64 -51.36 0.20 N/A N/A N/A
Dec 1930 -24.90 -30.22 -38.15 -6.03 N/A N/A N/A
Dec 1931 -43.34 -49.02 -49.75 -9.52 N/A N/A N/A
Dec 1932 -8.19 -16.88 -5.39 -10.30 N/A N/A N/A
Dec 1933 53.99 73.72 142.87 0.51 N/A N/A N/A
Dec 1934 -1.44 8.08 24.22 2.03 N/A N/A N/A
Dec 1935 47.67 43.77 40.19 2.99 N/A N/A N/A
Dec 1936 33.92 30.23 64.80 1.21 N/A N/A N/A
Dec 1937 -35.03 -28.88 -58.01 3.10 N/A N/A N/A
Dec 1938 31.12 33.16 32.80 -2.78 N/A N/A N/A
Dec 1939 -0.41 1.31 0.35 -0.48 N/A N/A N/A
Dec 1940 -9.78 -7.96 -5.16 0.96 N/A N/A N/A
Dec 1941 -11.59 -9.88 -9.00 9.72 N/A N/A N/A
Dec 1942 20.34 14.13 44.51 9.29 N/A N/A N/A
Dec 1943 25.90 19.06 88.37 3.16 N/A N/A N/A
Dec 1944 19.75 17.19 53.72 2.11 N/A N/A N/A
Dec 1945 36.44 31.60 73.61 2.25 N/A N/A N/A
Dec 1946 -8.07 -4.40 -11.63 18.16 N/A N/A N/A
Dec 1947 5.71 7.61 0.92 9.01 N/A N/A N/A
Dec 1948 5.50 4.27 -2.11 2.71 N/A N/A N/A
Dec 1949 18.79 20.92 19.75 -1.80 N/A N/A N/A
Dec 1950 31.71 26.40 38.75 5.79 N/A N/A N/A
Dec 1951 24.02 21.77 7.80 5.87 N/A N/A N/A
Dec 1952 18.37 14.58 3.03 0.88 N/A N/A N/A
Dec 1953 -0.99 2.02 -6.49 0.62 N/A N/A N/A
Dec 1954 52.62 51.25 60.58 -0.50 N/A N/A N/A
Dec 1955 31.56 26.58 20.44 0.37 N/A N/A N/A
Dec 1956 6.56 7.10 4.28 2.86 N/A N/A N/A
Dec 1957 -10.78 -8.63 -14.57 3.02 N/A N/A N/A
Dec 1958 43.36 39.31 64.89 1.76 N/A N/A N/A
Dec 1959 11.96 20.21 16.40 1.50 N/A N/A N/A
Dec 1960 0.47 -6.14 -3.29 1.48 N/A N/A N/A
Dec 1961 26.89 22.60 32.09 0.67 N/A N/A N/A
Dec 1962 -8.73 -7.43 -11.90 1.22 N/A N/A N/A
Dec 1963 22.80 20.83 23.57 1.65 N/A N/A N/A

80
<PAGE>

PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

DOW S&P/ S&P/ MERRILL LYNCH
JONES U.S. SMALL BARRA BARRA MICRO-CAP
S&P INDUSTRIAL STOCK U.S. 500 500 INDEX
500 AVERAGE INDEX INFLATION GROWTH VALUE
--------------------------------------------------------------------------------------------------------
Dec 1964 16.48 18.85 23.52 1.19 N/A N/A N/A
Dec 1965 12.45 14.39 41.75 1.92 N/A N/A N/A
Dec 1966 -10.06 -15.78 -7.01 3.35 N/A N/A N/A
Dec 1967 23.98 19.16 83.57 3.04 N/A N/A N/A
Dec 1968 11.06 7.93 35.97 4.72 N/A N/A N/A
Dec 1969 -8.50 -11.78 -25.05 6.11 N/A N/A N/A
Dec 1970 4.01 9.21 -17.43 5.49 N/A N/A N/A
Dec 1971 14.31 9.83 16.50 3.36 N/A N/A N/A
Dec 1972 18.98 18.48 4.43 3.41 N/A N/A N/A
Dec 1973 -14.66 -13.28 -30.90 8.80 N/A N/A N/A
Dec 1974 -26.47 -23.58 -19.95 12.20 N/A N/A N/A
Dec 1975 37.20 44.75 52.82 7.01 31.72 43.38 N/A
Dec 1976 23.84 22.82 57.38 4.81 13.84 34.93 N/A
Dec 1977 -7.18 -12.84 25.38 6.77 -11.82 -2.57 N/A
Dec 1978 6.56 2.79 23.46 9.03 6.78 6.16 27.76
Dec 1979 18.44 10.55 43.46 13.31 15.72 21.16 43.18
Dec 1980 32.42 22.17 39.88 12.40 39.40 23.59 32.32
Dec 1981 -4.91 -3.57 13.88 8.94 -9.81 0.02 9.18
Dec 1982 21.41 27.11 28.01 3.87 22.03 21.04 33.62
Dec 1983 22.51 25.97 39.67 3.80 16.24 28.89 42.44
Dec 1984 6.27 1.31 -6.67 3.95 2.33 10.52 -14.97
Dec 1985 32.16 33.55 24.66 3.77 33.31 29.68 22.89
Dec 1986 18.47 27.10 6.85 1.13 14.50 21.67 3.45
Dec 1987 5.23 5.48 -9.30 4.41 6.50 3.68 -13.84
Dec 1988 16.81 16.14 22.87 4.42 11.95 21.67 22.76
Dec 1989 31.49 32.19 10.18 4.65 36.40 26.13 8.06
Dec 1990 -3.17 -0.56 -21.56 6.11 0.20 -6.85 -29.55
Dec 1991 30.55 24.19 44.63 3.06 38.37 22.56 57.44
Dec 1992 7.67 7.41 23.35 2.90 5.07 10.53 36.62
Dec 1993 9.99 16.94 20.98 2.75 1.68 18.60 31.32
Dec 1994 1.31 5.06 3.11 2.67 3.13 -0.64 1.81
Dec 1995 37.43 36.84 34.46 2.54 38.13 36.99 30.70
Dec 1996 23.07 28.84 17.62 3.32 23.96 21.99 13.88
Dec 1997 33.36 24.88 22.78 1.70 36.52 29.98 24.61
Dec 1998 28.58 18.14 -7.31 1.61 42.16 14.67 -6.15
Dec 1999 21.04 27.22 29.79 2.81 28.25 12.72 40.04
</TABLE>

81
<PAGE>

<TABLE>
<CAPTION>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

LONG- INTERMEDIATE- MSCI LONG- LEHMAN
TERM TERM U.S. EAFE 6- TERM U.S. BROS. U.S.
U.S. GOV'T GOVERNMENT (NET OF MONTH CORPORATE GOV'T/CORP T-BILL
BONDS BONDS TAXES) CDS BONDS INTERMEDIATE (30-DAY)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dec 1925 N/A N/A N/A N/A N/A N/A N/A
Dec 1926 7.77 5.38 N/A N/A 7.37 N/A 3.27
Dec 1927 8.93 4.52 N/A N/A 7.44 N/A 3.12
Dec 1928 0.10 0.92 N/A N/A 2.84 N/A 3.56
Dec 1929 3.42 6.01 N/A N/A 3.27 N/A 4.75
Dec 1930 4.66 6.72 N/A N/A 7.98 N/A 2.41
Dec 1931 -5.31 -2.32 N/A N/A -1.85 N/A 1.07
Dec 1932 16.84 8.81 N/A N/A 10.82 N/A 0.96
Dec 1933 -0.07 1.83 N/A N/A 10.38 N/A 0.30
Dec 1934 10.03 9.00 N/A N/A 13.84 N/A 0.16
Dec 1935 4.98 7.01 N/A N/A 9.61 N/A 0.17
Dec 1936 7.52 3.06 N/A N/A 6.74 N/A 0.18
Dec 1937 0.23 1.56 N/A N/A 2.75 N/A 0.31
Dec 1938 5.53 6.23 N/A N/A 6.13 N/A -0.02
Dec 1939 5.94 4.52 N/A N/A 3.97 N/A 0.02
Dec 1940 6.09 2.96 N/A N/A 3.39 N/A 0.00
Dec 1941 0.93 0.50 N/A N/A 2.73 N/A 0.06
Dec 1942 3.22 1.94 N/A N/A 2.60 N/A 0.27
Dec 1943 2.08 2.81 N/A N/A 2.83 N/A 0.35
Dec 1944 2.81 1.80 N/A N/A 4.73 N/A 0.33
Dec 1945 10.73 2.22 N/A N/A 4.08 N/A 0.33
Dec 1946 -0.10 1.00 N/A N/A 1.72 N/A 0.35
Dec 1947 -2.62 0.91 N/A N/A -2.34 N/A 0.50
Dec 1948 3.40 1.85 N/A N/A 4.14 N/A 0.81
Dec 1949 6.45 2.32 N/A N/A 3.31 N/A 1.10
Dec 1950 0.06 0.70 N/A N/A 2.12 N/A 1.20
Dec 1951 -3.93 0.36 N/A N/A -2.69 N/A 1.49
Dec 1952 1.16 1.63 N/A N/A 3.52 N/A 1.66
Dec 1953 3.64 3.23 N/A N/A 3.41 N/A 1.82
Dec 1954 7.19 2.68 N/A N/A 5.39 N/A 0.86
Dec 1955 -1.29 -0.65 N/A N/A 0.48 N/A 1.57
Dec 1956 -5.59 -0.42 N/A N/A -6.81 N/A 2.46
Dec 1957 7.46 7.84 N/A N/A 8.71 N/A 3.14
Dec 1958 -6.09 -1.29 N/A N/A -2.22 N/A 1.54
Dec 1959 -2.26 -0.39 N/A N/A -0.97 N/A 2.95
Dec 1960 13.78 11.76 N/A N/A 9.07 N/A 2.66

82
<PAGE>

PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

LONG- INTERMEDIATE- MSCI LONG- LEHMAN
TERM TERM U.S. EAFE 6- TERM U.S. BROS. U.S.
U.S. GOV'T GOVERNMENT (NET OF MONTH CORPORATE GOV'T/CORP T-BILL
BONDS BONDS TAXES) CDS BONDS INTERMEDIATE (30-DAY)
------------------------------------------------------------------------------------------------------------------
Dec 1961 0.97 1.85 N/A N/A 4.82 N/A 2.13
Dec 1962 6.89 5.56 N/A N/A 7.95 N/A 2.73
Dec 1963 1.21 1.64 N/A N/A 2.19 N/A 3.12
Dec 1964 3.51 4.04 N/A 4.17 4.77 N/A 3.54
Dec 1965 0.71 1.02 N/A 4.68 -0.46 N/A 3.93
Dec 1966 3.65 4.69 N/A 5.76 0.20 N/A 4.76
Dec 1967 -9.18 1.01 N/A 5.47 -4.95 N/A 4.21
Dec 1968 -0.26 4.54 N/A 6.45 2.57 N/A 5.21
Dec 1969 -5.07 -0.74 N/A 8.70 -8.09 N/A 6.58
Dec 1970 12.11 16.86 -11.66 7.06 18.37 N/A 6.52
Dec 1971 13.23 8.72 29.59 5.36 11.01 N/A 4.39
Dec 1972 5.69 5.16 36.35 5.39 7.26 N/A 3.84
Dec 1973 -1.11 4.61 -14.92 8.60 1.14 3.34 6.93
Dec 1974 4.35 5.69 -23.16 10.20 -3.06 5.88 8.00
Dec 1975 9.20 7.83 35.39 6.51 14.64 9.50 5.80
Dec 1976 16.75 12.87 2.54 5.22 18.65 12.34 5.08
Dec 1977 -0.69 1.41 18.06 6.11 1.71 3.31 5.12
Dec 1978 -1.18 3.49 32.62 10.21 -0.07 2.13 7.18
Dec 1979 -1.23 4.09 4.75 11.90 -4.18 6.00 10.38
Dec 1980 -3.95 3.91 22.58 12.33 -2.76 6.41 11.24
Dec 1981 1.86 9.45 -2.28 15.50 -1.24 10.50 14.71
Dec 1982 40.36 29.10 -1.86 12.18 42.56 26.10 10.54
Dec 1983 0.65 7.41 23.69 9.65 6.26 8.61 8.80
Dec 1984 15.48 14.02 7.38 10.65 16.86 14.38 9.85
Dec 1985 30.97 20.33 56.16 7.82 30.09 18.05 7.72
Dec 1986 24.53 15.14 69.44 6.30 19.85 13.12 6.16
Dec 1987 -2.71 2.90 24.63 6.59 -0.27 3.67 5.47
Dec 1988 9.67 6.10 28.27 8.15 10.70 6.78 6.35
Dec 1989 18.11 13.29 10.54 8.27 16.23 12.76 8.37
Dec 1990 6.18 9.73 -23.45 7.85 6.78 9.17 7.81
Dec 1991 19.30 15.46 12.13 4.95 19.89 14.63 5.60
Dec 1992 8.05 7.19 -12.17 3.27 9.39 7.17 3.51
Dec 1993 18.24 11.24 32.56 2.88 13.19 8.73 2.90
Dec 1994 -7.77 -5.14 7.78 5.40 -5.76 -1.95 3.90
Dec 1995 31.67 16.80 11.21 5.21 27.20 15.31 5.60
Dec 1996 -0.93 2.10 6.05 5.21 1.40 4.06 5.21
Dec 1997 15.85 8.38 1.78 5.71 12.95 7.87 5.26
Dec 1998 13.06 10.21 20.00 5.34 10.76 8.42 4.86
Dec 1999 -8.96 -1.77 26.96 5.43 -7.45 0.39 4.68
</TABLE>

83
<PAGE>

<TABLE>
<CAPTION>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

NAREIT WILSHIRE LIPPER MSCI
EQUITY RUSSELL REAL ESTATE BALANCED EMERGING BANK
REIT 2000(R) SECURITIES S&P FUND MARKETS SAVINGS
INDEX INDEX INDEX 400 INDEX FREE INDEX ACCOUNT
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dec 1925 N/A N/A N/A N/A N/A N/A N/A
Dec 1926 N/A N/A N/A N/A N/A N/A N/A
Dec 1927 N/A N/A N/A N/A N/A N/A N/A
Dec 1928 N/A N/A N/A N/A N/A N/A N/A
Dec 1929 N/A N/A N/A N/A N/A N/A N/A
Dec 1930 N/A N/A N/A N/A N/A N/A 5.30
Dec 1931 N/A N/A N/A N/A N/A N/A 5.10
Dec 1932 N/A N/A N/A N/A N/A N/A 4.10
Dec 1933 N/A N/A N/A N/A N/A N/A 3.40
Dec 1934 N/A N/A N/A N/A N/A N/A 3.50
Dec 1935 N/A N/A N/A N/A N/A N/A 3.10
Dec 1936 N/A N/A N/A N/A N/A N/A 3.20
Dec 1937 N/A N/A N/A N/A N/A N/A 3.50
Dec 1938 N/A N/A N/A N/A N/A N/A 3.50
Dec 1939 N/A N/A N/A N/A N/A N/A 3.40
Dec 1940 N/A N/A N/A N/A N/A N/A 3.30
Dec 1941 N/A N/A N/A N/A N/A N/A 3.10
Dec 1942 N/A N/A N/A N/A N/A N/A 3.00
Dec 1943 N/A N/A N/A N/A N/A N/A 2.90
Dec 1944 N/A N/A N/A N/A N/A N/A 2.80
Dec 1945 N/A N/A N/A N/A N/A N/A 2.50
Dec 1946 N/A N/A N/A N/A N/A N/A 2.20
Dec 1947 N/A N/A N/A N/A N/A N/A 2.30
Dec 1948 N/A N/A N/A N/A N/A N/A 2.30
Dec 1949 N/A N/A N/A N/A N/A N/A 2.40
Dec 1950 N/A N/A N/A N/A N/A N/A 2.50
Dec 1951 N/A N/A N/A N/A N/A N/A 2.60
Dec 1952 N/A N/A N/A N/A N/A N/A 2.70
Dec 1953 N/A N/A N/A N/A N/A N/A 2.80
Dec 1954 N/A N/A N/A N/A N/A N/A 2.90
Dec 1955 N/A N/A N/A N/A N/A N/A 2.90
Dec 1956 N/A N/A N/A N/A N/A N/A 3.00
Dec 1957 N/A N/A N/A N/A N/A N/A 3.30
Dec 1958 N/A N/A N/A N/A N/A N/A 3.38
Dec 1959 N/A N/A N/A N/A N/A N/A 3.53
Dec 1960 N/A N/A N/A N/A 5.77 N/A 3.86
Dec 1961 N/A N/A N/A N/A 20.59 N/A 3.90

84
<PAGE>

PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

NAREIT WILSHIRE LIPPER MSCI
EQUITY RUSSELL REAL ESTATE BALANCED EMERGING BANK
REIT 2000(R) SECURITIES S&P FUND MARKETS SAVINGS
INDEX INDEX INDEX 400 INDEX FREE INDEX ACCOUNT
-------------------------------------------------------------------------------------------------------
Dec 1962 N/A N/A N/A N/A -6.80 N/A 4.08
Dec 1963 N/A N/A N/A N/A 13.10 N/A 4.17
Dec 1964 N/A N/A N/A N/A 12.36 N/A 4.19
Dec 1965 N/A N/A N/A N/A 9.80 N/A 4.23
Dec 1966 N/A N/A N/A N/A -5.86 N/A 4.45
Dec 1967 N/A N/A N/A N/A 15.09 N/A 4.67
Dec 1968 N/A N/A N/A N/A 13.97 N/A 4.68
Dec 1969 N/A N/A N/A N/A -9.01 N/A 4.80
Dec 1970 N/A N/A N/A N/A 5.62 N/A 5.14
Dec 1971 N/A N/A N/A N/A 13.90 N/A 5.30
Dec 1972 8.01 N/A N/A N/A 11.13 N/A 5.37
Dec 1973 -15.52 N/A N/A N/A -12.24 N/A 5.51
Dec 1974 -21.40 N/A N/A N/A -18.71 N/A 5.96
Dec 1975 19.30 N/A N/A N/A 27.10 N/A 6.21
Dec 1976 47.59 N/A N/A N/A 26.03 N/A 6.23
Dec 1977 22.42 N/A N/A N/A -0.72 N/A 6.39
Dec 1978 10.34 N/A 13.04 N/A 4.80 N/A 6.56
Dec 1979 35.86 43.09 70.81 N/A 14.67 N/A 7.29
Dec 1980 24.37 38.58 22.08 N/A 19.70 N/A 8.78
Dec 1981 6.00 2.03 7.18 N/A 1.86 N/A 10.71
Dec 1982 21.60 24.95 24.47 22.68 30.63 N/A 11.19
Dec 1983 30.64 29.13 27.61 26.10 17.44 N/A 9.71
Dec 1984 20.93 -7.30 20.64 1.18 7.46 N/A 9.92
Dec 1985 19.10 31.05 20.14 35.58 29.83 N/A 9.02
Dec 1986 19.16 5.68 20.30 16.21 18.43 N/A 7.84
Dec 1987 -3.64 -8.77 -7.86 -2.03 4.13 N/A 6.92
Dec 1988 13.49 24.89 24.18 20.87 11.18 40.43 7.20
Dec 1989 8.84 16.24 2.37 35.54 19.70 64.96 7.91
Dec 1990 -15.35 -19.51 -33.46 -5.12 0.66 -10.55 7.80
Dec 1991 35.70 46.05 20.03 50.10 25.83 59.91 4.61
Dec 1992 14.59 18.41 7.36 11.91 7.46 11.40 2.89
Dec 1993 19.65 18.91 15.24 13.96 11.95 74.83 2.73
Dec 1994 3.17 -1.82 1.64 -3.57 -2.05 -7.32 4.96
Dec 1995 15.27 28.44 13.65 30.94 24.89 -5.21 5.24
Dec 1996 35.26 16.49 36.87 19.20 13.05 6.03 4.95
Dec 1997 20.29 22.36 19.80 32.26 20.30 -11.59 5.17
Dec 1998 -17.51 -2.55 -17.43 19.12 15.09 -25.34 4.63
Dec 1999 -4.62 21.26 14.72 14.72 8.98 66.41 5.29
</TABLE>

85
<PAGE>

<TABLE>
<CAPTION>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

MSCI ALL MERRILL LYNCH
MSCI COUNTRY (AC) MERRILL INDEX OF
ALL ASIA LYNCH CONVERTIBLE LIPPER
COUNTRY PACIFIC LEHMAN HIGH YIELD BONDS LIPPER GROWTH &
(AC) ASIA FREE BROTHERS MASTER II (SPECULATIVE RUSSELL GROWTH INCOME
FREE EX JAPAN AGGREGATE INDEX QUALITY) 1000(R) FUND FUND
EX JAPAN BOND INDEX INDEX INDEX INDEX
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dec 1925 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1926 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1927 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1928 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1929 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1930 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1931 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1932 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1933 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1934 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1935 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1936 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1937 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1938 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1939 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1940 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1941 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1942 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1943 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1944 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1945 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1946 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1947 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1948 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1949 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1950 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1951 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1952 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1953 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1954 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1955 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1956 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1957 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1958 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1959 N/A N/A N/A N/A N/A N/A N/A N/A
Dec 1960 N/A N/A N/A N/A N/A N/A 6.36 3.04
Dec 1961 N/A N/A N/A N/A N/A N/A 30.16 26.00

86
<PAGE>

PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

MSCI ALL MERRILL LYNCH
MSCI COUNTRY (AC) MERRILL INDEX OF
ALL ASIA LYNCH CONVERTIBLE LIPPER
COUNTRY PACIFIC LEHMAN HIGH YIELD BONDS LIPPER GROWTH &
(AC) ASIA FREE BROTHERS MASTER II (SPECULATIVE RUSSELL GROWTH INCOME
FREE EX JAPAN AGGREGATE INDEX QUALITY) 1000(R) FUND FUND
EX JAPAN BOND INDEX INDEX INDEX INDEX
---------------------------------------------------------------------------------------------------------------------
Dec 1962 N/A N/A N/A N/A N/A N/A -16.84 -11.87
Dec 1963 N/A N/A N/A N/A N/A N/A 22.43 19.10
Dec 1964 N/A N/A N/A N/A N/A N/A 14.99 15.23
Dec 1965 N/A N/A N/A N/A N/A N/A 26.61 19.00
Dec 1966 N/A N/A N/A N/A N/A N/A -1.80 -6.04
Dec 1967 N/A N/A N/A N/A N/A N/A 45.31 27.59
Dec 1968 N/A N/A N/A N/A N/A N/A 15.34 15.29
Dec 1969 N/A N/A N/A N/A N/A N/A -10.62 -11.80
Dec 1970 N/A N/A N/A N/A N/A N/A -8.57 1.10
Dec 1971 N/A N/A N/A N/A N/A N/A 26.17 13.77
Dec 1972 N/A N/A N/A N/A N/A N/A 18.08 12.87
Dec 1973 N/A N/A N/A N/A N/A N/A -24.75 -14.27
Dec 1974 N/A N/A N/A N/A N/A N/A -30.73 -20.85
Dec 1975 N/A N/A N/A N/A N/A N/A 32.83 34.62
Dec 1976 N/A N/A 15.60 N/A N/A N/A 20.07 25.66
Dec 1977 N/A N/A 3.04 N/A N/A N/A -2.62 -3.64
Dec 1978 N/A N/A 1.39 N/A N/A N/A 12.53 7.99
Dec 1979 N/A N/A 1.93 N/A N/A 22.31 29.29 23.87
Dec 1980 N/A N/A 2.71 N/A N/A 31.88 38.67 28.27
Dec 1981 N/A N/A 6.25 N/A N/A -5.10 -6.82 -1.39
Dec 1982 N/A N/A 32.62 N/A N/A 20.30 24.04 24.17
Dec 1983 N/A N/A 8.36 N/A N/A 22.13 21.35 22.76
Dec 1984 N/A N/A 15.15 N/A N/A 4.75 -3.60 4.29
Dec 1985 N/A N/A 22.10 N/A N/A 32.27 30.14 28.55
Dec 1986 N/A N/A 15.26 N/A N/A 17.87 15.59 17.63
Dec 1987 N/A N/A 2.76 4.47 N/A 2.94 3.25 2.64
Dec 1988 30.00 30.45 7.89 13.36 16.19 17.23 14.13 18.35
Dec 1989 32.13 21.43 14.53 2.31 9.82 30.42 27.47 23.73
Dec 1990 -6.54 -11.86 8.96 -4.36 -8.61 -4.16 -5.41 -5.99
Dec 1991 30.98 32.40 16.00 39.17 37.53 33.03 36.33 27.75
Dec 1992 21.81 9.88 7.40 17.44 24.06 9.04 7.63 9.63
Dec 1993 103.39 84.94 9.75 16.69 19.37 10.15 11.98 14.62
Dec 1994 -16.94 -12.59 -2.92 -1.03 -6.91 0.38 -1.57 -0.41
Dec 1995 4.00 10.00 18.47 20.46 25.14 37.77 32.65 31.14
Dec 1996 10.05 8.08 3.63 11.27 15.29 22.45 17.53 20.67
Dec 1997 -40.31 -34.20 9.65 13.27 16.76 32.85 28.03 26.88
Dec 1998 -7.79 -4.42 8.69 2.95 12.62 27.02 25.69 13.58
Dec 1999 64.67 49.83 -0.82 2.51 38.91 20.91 27.96 11.86
</TABLE>

87
<PAGE>

<TABLE>
<CAPTION>
PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

MSCI ALL
COUNTRY WORLD RUSSELL RUSSELL LIPPER
MSCI MSCI WORLD FREE EX U.S. 1000(R) 1000(R)VALUE SCIENCE AND NASDAQ
EUROPE INDEX INDEX INDEX GROWTH INDEX INDEX TECHNOLOGY COMPOSITE
FUND INDEX INDEX
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dec 1925 N/A N/A N/A N/A N/A N/A N/A
Dec 1926 N/A N/A N/A N/A N/A N/A N/A
Dec 1927 N/A N/A N/A N/A N/A N/A N/A
Dec 1928 N/A N/A N/A N/A N/A N/A N/A
Dec 1929 N/A N/A N/A N/A N/A N/A N/A
Dec 1930 N/A N/A N/A N/A N/A N/A N/A
Dec 1931 N/A N/A N/A N/A N/A N/A N/A
Dec 1932 N/A N/A N/A N/A N/A N/A N/A
Dec 1933 N/A N/A N/A N/A N/A N/A N/A
Dec 1934 N/A N/A N/A N/A N/A N/A N/A
Dec 1935 N/A N/A N/A N/A N/A N/A N/A
Dec 1936 N/A N/A N/A N/A N/A N/A N/A
Dec 1937 N/A N/A N/A N/A N/A N/A N/A
Dec 1938 N/A N/A N/A N/A N/A N/A N/A
Dec 1939 N/A N/A N/A N/A N/A N/A N/A
Dec 1940 N/A N/A N/A N/A N/A N/A N/A
Dec 1941 N/A N/A N/A N/A N/A N/A N/A
Dec 1942 N/A N/A N/A N/A N/A N/A N/A
Dec 1943 N/A N/A N/A N/A N/A N/A N/A
Dec 1944 N/A N/A N/A N/A N/A N/A N/A
Dec 1945 N/A N/A N/A N/A N/A N/A N/A
Dec 1946 N/A N/A N/A N/A N/A N/A N/A
Dec 1947 N/A N/A N/A N/A N/A N/A N/A
Dec 1948 N/A N/A N/A N/A N/A N/A N/A
Dec 1949 N/A N/A N/A N/A N/A N/A N/A
Dec 1950 N/A N/A N/A N/A N/A N/A N/A
Dec 1951 N/A N/A N/A N/A N/A N/A N/A
Dec 1952 N/A N/A N/A N/A N/A N/A N/A
Dec 1953 N/A N/A N/A N/A N/A N/A N/A
Dec 1954 N/A N/A N/A N/A N/A N/A N/A
Dec 1955 N/A N/A N/A N/A N/A N/A N/A
Dec 1956 N/A N/A N/A N/A N/A N/A N/A
Dec 1957 N/A N/A N/A N/A N/A N/A N/A
Dec 1958 N/A N/A N/A N/A N/A N/A N/A
Dec 1959 N/A N/A N/A N/A N/A N/A N/A
Dec 1960 N/A N/A N/A N/A N/A N/A N/A
Dec 1961 N/A N/A N/A N/A N/A 20.30 N/A

88
<PAGE>

PERFORMANCE STATISTICS - TOTAL RETURN PERCENT

MSCI ALL
COUNTRY WORLD RUSSELL RUSSELL LIPPER
MSCI MSCI WORLD FREE EX U.S. 1000(R) 1000(R)VALUE SCIENCE AND NASDAQ
EUROPE INDEX INDEX INDEX GROWTH INDEX INDEX TECHNOLOGY COMPOSITE
FUND INDEX INDEX
-----------------------------------------------------------------------------------------------------------------
Dec 1962 N/A N/A N/A N/A N/A -17.43 N/A
Dec 1963 N/A N/A N/A N/A N/A 17.69 N/A
Dec 1964 N/A N/A N/A N/A N/A 11.08 N/A
Dec 1965 N/A N/A N/A N/A N/A 33.54 N/A
Dec 1966 N/A N/A N/A N/A N/A -6.70 N/A
Dec 1967 N/A N/A N/A N/A N/A 32.26 N/A
Dec 1968 N/A N/A N/A N/A N/A 20.26 N/A
Dec 1969 N/A N/A N/A N/A N/A -15.96 N/A
Dec 1970 -10.64 -3.09 N/A N/A N/A -9.81 N/A
Dec 1971 26.33 18.36 N/A N/A N/A 19.72 N/A
Dec 1972 14.40 22.48 N/A N/A N/A 9.94 17.18
Dec 1973 -8.77 -15.24 N/A N/A N/A -24.53 -31.06
Dec 1974 -24.07 -25.47 N/A N/A N/A -28.16 -35.11
Dec 1975 41.45 32.80 N/A N/A N/A 32.45 29.76
Dec 1976 -7.80 13.40 N/A N/A N/A 18.85 26.10
Dec 1977 21.90 0.68 N/A N/A N/A 0.01 7.33
Dec 1978 21.88 16.52 N/A N/A N/A 17.80 12.31
Dec 1979 12.31 10.95 N/A 23.91 20.55 29.47 28.11
Dec 1980 11.90 25.67 N/A 39.57 24.41 42.48 33.88
Dec 1981 -12.46 -4.79 N/A -11.31 1.26 -11.08 -3.21
Dec 1982 3.97 9.71 N/A 20.46 20.04 34.46 18.67
Dec 1983 20.96 21.93 N/A 15.98 28.28 34.25 19.87
Dec 1984 0.62 4.72 N/A -0.95 10.10 -10.13 -11.22
Dec 1985 78.93 40.56 N/A 32.85 31.51 22.20 31.36
Dec 1986 43.85 41.89 N/A 15.36 19.98 6.44 7.36
Dec 1987 3.66 16.16 N/A 5.31 0.50 4.05 -5.26
Dec 1988 15.81 23.29 27.90 11.27 23.16 4.87 15.41
Dec 1989 28.51 16.61 12.03 35.92 25.19 20.70 19.26
Dec 1990 -3.85 -17.02 -22.74 -0.26 -8.08 0.87 -17.80
Dec 1991 13.11 18.28 13.96 41.16 24.61 50.18 56.84
Dec 1992 -4.71 -5.23 -10.97 5.00 13.81 14.31 15.45
Dec 1993 29.28 22.50 34.90 2.90 18.12 25.58 14.75
Dec 1994 2.28 5.08 6.63 2.66 -1.99 13.04 -3.20
Dec 1995 21.62 20.72 9.94 37.19 38.35 42.38 39.92
Dec 1996 21.09 13.48 6.68 23.12 21.64 19.92 22.71
Dec 1997 23.80 15.76 2.04 30.49 35.18 10.90 21.64
Dec 1998 28.53 24.34 14.46 38.71 15.63 52.66 39.63
Dec 1999 15.89 24.93 30.91 33.16 7.35 134.99 85.59
</TABLE>

Source: Lipper, Inc.

89
<PAGE>

17. APPENDIX D - OTHER PIONEER INFORMATION

The Pioneer group of mutual funds was established in 1928 with the creation of
Pioneer Fund. Pioneer is one of the oldest and most experienced money managers
in the U.S.

As of December 31, 1999, Pioneer employed a professional investment staff of 82.

Total assets of all Pioneer mutual funds at December 31, 1999, were
approximately $23 billion representing 1,392,828 shareholder accounts, including
881,091 non-retirement accounts and 511,737 retirement accounts.

<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.(5)
(a) 1.6 Form of Amendment to the Amended Agreement and
Declaration of Trust.(6)
(a) 1.7 Amendment to the Amended Agreement and
Declaration of Trust.(8)
(a) 1.8 Amendments to Amended Agreement and Declaration
of Trust.(9)
(b) 2. Amended By-Laws of the Registrant.(1)
(c) 4. None.
(d) 5.1 Form of Management Contract between the Registrant
and Pioneer Investment Management, Inc.(9)
(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.(7)
(h) 9.1 Administration Agreement between the Registrant and
Pioneer Investment Management, Inc. (formerly
Pioneering Management Corporation.(4)
(h) 9.2 Form of Expense Limit Agreement.(10)
(h) 9.3 Form of Expense Limit and Reimbursement
Agreement.(10)
(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. Distribution Plan relating to Class II
shares.(8)
(n) 18. Multiple Class Plan pursuant to Rule 18f-3
relating to Class II shares.(8)
(o) Not applicable.
(p) 20. Code of Ethics.(7)
n/a 21. Powers of Attorney.(9)

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

(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 exhibit 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 exhibit 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).

C-1
<PAGE>

(4) Previously filed. Incorporated by reference from the exhibit 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).

(5) Previously filed. Incorporated by reference from the exhibit 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).

(6) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 12 to the Registration Statement (File No.33-84546)
as filed with the SEC on January 12, 2000 (Accession No. 0000930709-00-000002).

(7) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 13 to the Registration Statement (File No.33-84546)
as filed with the SEC on April 13, 2000 (Accession No. 0000930709-00-000010).

(8) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 15 to the Registration Statement (File No.33-84546)
as filed with the SEC on July 6, 2000 (Accession No. 0000930709-00-000018).

(9) Filed herewith.

(10) 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
an indirectly wholly owned subsidiary of UniCredito Italiano S.p.A
("UniCredito"). Pioneer Investments manages investment companies, pension and
profit sharing plans, trusts, estates or charitable organizations and other
corporations or business entities.

C-2
<PAGE>

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 and/or other UniCredito 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

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

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

Steven M. Graziano Director and President None

Daniel Dart Executive Vice President None

William A. Misata Senior Vice President None

Constance D. Spiros Senior Vice President None

Marcy L. Supovitz Senior Vice President None

Barry G. Knight Vice President None

William H. Spencer IV Senior Vice President,
Divisional Sales Manager None

Jeffrey H. Saunders, Senior Vice President,
Divisional Sales Manager

Nate Algiere Senior Vice President,
Divisional Sales Manager None

Sherwood L. Harris Senior Vice President,
Divisional Sales Manager None

Elizabeth A. Watson Vice President, Compliance None

Steven R. Berke Assistant Vice President,
Blue Sky None

Eric W. Reckard Treasurer None

Dorothy E. Bourassa Clerk Assistant Secretary

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

C-3
<PAGE>

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.

C-4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Fund 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 18th day of January,
2001.

PIONEER VARIABLE CONTRACTS TRUST

By: /s/ David D. Tripple
David D. Tripple
Executive Vice 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

John F. Cogan, Jr.* Chairman of the Board )
John F. Cogan, Jr. and President )
(Principal Executive )
Officer) )
)
)
/s/ Vincent Nave Chief Financial Officer )
Vincent Nave and Treasurer (Principal )
Financial and Accounting )
Officer) )
)
)
Trustees: )
)
)
Mary K. Bush* )
Mary K. Bush )
)
)
John F. Cogan, Jr.* )
John F. Cogan, Jr. )
)
)
)
Richard H. Egdahl* )
Richard H. Egdahl )
)
)
)
Margaret B. W. Graham )
)
)
Marguerite A. Piret* )
Marguerite A. Piret )
)
)
/s/ David D. Tripple )
David D. Tripple )
)
)
Stephen K. West* )
Stephen K. West )
)
)
John Winthrop* )
John Winthrop )
)
)
*By: /s/ David D. Tripple Dated: January 18, 2001)
David D. Tripple
Attorney-in-fact

<PAGE>

Exhibit Index

Exhibit
Number Document Title

(a) 1.8 Amendments to Amended Agreement and Declaration of Trust

(d) 5.1 Form of Management Contract between the Registrant
and Pioneer Investment Management, Inc.

(j) 11. Consent of Arthur Andersen LLP

n/a 21. Powers of Attorney