As filed with the Securities and Exchange Commission on February 3, 2006
File No. 333-_______
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. _______
Post-Effective Amendment No. ______
(Check appropriate box or boxes)
PIONEER VARIABLE CONTRACTS TRUST
(Exact Name of Registrant as Specified in Charter)
(617) 742-7825
(Area Code and Telephone Number)
60 State Street, Boston, Massachusetts 02109
(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)
Dorothy E. Bourassa, Esq.
Pioneer Investment Management, Inc.
60 State Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
Copies to: David C. Phelan, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.
Calculation of Registration Fee under the Securities Act of 1933: No filing fee
is due because of reliance on Section 24(f) of the Investment Company Act of
1940, which permits registration of an indefinite number of securities.
Title of Securities Being Registered: Shares of beneficial interest of the
Registrant.
PIONEER VARIABLE CONTRACTS TRUST
Pioneer Small Company VCT Portfolio
Pioneer Small Cap Value II VCT Portfolio
(each, "your Portfolio" and together, the "Portfolios")
IMPORTANT INFORMATION
To the owners of variable annuity or life insurance contracts:
I am writing to ask that you vote in favor of an important proposal
that will affect your investment in your Portfolio. Your Portfolio's investment
adviser, Pioneer Investment Management, Inc., manages three mutual funds that
focus on small-capitalization companies: the Portfolios and Pioneer Small Cap
Value VCT Portfolio ("Small Cap Value Portfolio"). The enclosed combined proxy
statement and prospectus contains information about a proposal to reorganize
each Portfolio into Small Cap Value Portfolio. If approved, you would become a
shareowner of Small Cap Value Portfolio and would receive shares of Small Cap
Value Portfolio equal in value to the value of your shares in your Portfolio.
Small Cap Value Portfolio would be the legal, accounting and performance
survivor of each reorganization, with Small Cap Value Portfolio's investment
strategy, policies and overall structure being retained. The result will be that
you become a shareowner of a portfolio the investment goals and focus of which
are similar to your Portfolio, but which will be substantially larger in size as
a result of the reorganizations. Our hope is that a larger asset base will
enable the combined portfolio to invest more efficiently and to have the
potential to realize expense savings in the future.
WHY ARE THE REORGANIZATIONS BEING PROPOSED?
The trustees of your Portfolio believe that reorganizing the Portfolios
into Small Cap Value Portfolio offers you potential benefits, including the
opportunity to be part of a combined portfolio with a larger asset size that may
be better positioned in the market to further increase its asset size and
achieve economies of scale. Each Portfolio's shareowners will realize lower
expenses following the reorganizations due to the increased asset base. Each
Portfolio incurs substantial operating costs for insurance, accounting, legal,
and custodial services. The reorganizations would result in a larger combined
portfolio that would allow Small Cap Value Portfolio to hold larger positions in
individual securities and, consequently, achieve better net prices on securities
trades.
YOUR VOTE MATTERS
After careful consideration, your Portfolio's trustees have unanimously
approved the reorganization of each Portfolio into Small Cap Value Portfolio.
The enclosed combined proxy statement and prospectus contains further
explanation and important details about the reorganizations, which I strongly
encourage you to read before voting. If approved by shareowners, each
reorganization is scheduled to take place at the close of business on
___________, 2006.
Your vote makes a difference, regardless of the size of your
investment. Please review the enclosed proxy materials and submit your vote
promptly to help us avoid the need for additional mailings. Your vote will
instruct the insurance company that issued your contract how to vote the shares
of your Portfolio attributable to your contract at the special meeting of
shareowners. For your convenience, you may vote one of three ways: via
telephone; via mail by returning the enclosed voting card; or via the internet.
Please refer to the enclosed proxy card and instruction letter for information
about voting by telephone or via the internet. If you have any questions or need
additional information, please contact a Pioneer Customer Service Representative
at 1-800-225-6292 between 9:00 a.m. and 5:00 p.m. (Boston time). I thank you for
your prompt vote on this matter.
Sincerely,
Osbert M. Hood
President and Chief Executive Officer
Pioneer Investment Management, Inc.
1
PIONEER VARIABLE CONTRACTS TRUST
Pioneer Small Company VCT Portfolio
Pioneer Small Cap Value II VCT Portfolio
(each, "your Portfolio" and together, the "Portfolios")
60 State Street
Boston, Massachusetts 02109
1-800-225-6292
NOTICE OF SPECIAL MEETING OF SHAREOWNERS
SCHEDULED FOR __________, 2006
To the owners of variable annuity or life insurance contracts:
You are being asked to vote on the proposals listed below on the
enclosed voting instruction card. Your vote will instruct the insurance company
that issued your contract how to vote the shares of your Portfolio attributable
to your contract at the joint special meeting of shareowners of the Portfolios
(the "Meeting").
The Meeting will be held at the offices of Wilmer Cutler Pickering Hale
and Dorr LLP, 60 State Street, 26th Floor, Boston, Massachusetts on _______,
2006 at 2:00 p.m., Boston time, to consider the following:
1. With respect to each Portfolio, a proposal to approve an Agreement and
Plan of Reorganization. Under the Agreement and Plan of
Reorganization, your Portfolio will transfer all of its assets to
Pioneer Small Cap Value VCT Portfolio ("Small Cap Value Portfolio"), a
series of Pioneer Variable Contracts Trust. Small Cap Value Portfolio
is an existing mutual fund with similar investment objectives and
similar investment policies as your Portfolio. Class I and/or Class II
shares of Small Cap Value Portfolio will be distributed to your
Portfolio's shareowners in proportion to the relative net asset value
of their holdings of the applicable class of shares on the closing
date of the reorganization. Small Cap Value Portfolio also will assume
all of your Portfolio's liabilities. Your Portfolio will then be
dissolved. As a result of the reorganization, you will become
shareowners of Small Cap Value Portfolio. YOUR BOARD OF TRUSTEES
RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL.
2. Any other business that may properly come before the Meeting.
Shareowners of record as of the close of business on ________, 2006 are
entitled to vote at the Meeting and any related follow-up meetings.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND
RETURN THE ENCLOSED PROXY CARD. If shareowners do not return their proxies in
sufficient numbers, your Portfolio may be required to make additional
solicitations.
By order of the Board of Trustees,
Dorothy E. Bourassa, Secretary
Boston, Massachusetts
_____________, 2006
2
PIONEER VARIABLE CONTRACTS TRUST
COMBINED PROXY STATEMENT OF
PIONEER SMALL COMPANY VCT PORTFOLIO
PIONEER SMALL CAP VALUE II VCT PORTFOLIO
(each, "your Portfolio" and together, the "Portfolios")
PROSPECTUS
FOR CLASS I AND CLASS II SHARES OF
PIONEER SMALL CAP VALUE VCT PORTFOLIO
("Small Cap Value Portfolio")
The address and telephone number of each Portfolio and Small Cap Value
Portfolio is:
60 State Street
Boston, Massachusetts 02109
1-800-225-6292
Shares of Small Cap Value Portfolio have not been approved or disapproved by the
Securities and Exchange Commission (the "SEC"). The SEC has not passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
An investment in Small Cap Value Portfolio is not a bank deposit and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
3
TABLE OF CONTENTS
======================================================================================
Page
======================================================================================
INTRODUCTION [ ]
======================================================================================
PROPOSAL 1(a) - PIONEER SMALL COMPANY VCT PORTFOLIO [ ]
======================================================================================
PROPOSAL 1(b) - PIONEER SMALL CAP VALUE II VCT PORTFOLIO [ ]
======================================================================================
TERMS OF EACH AGREEMENT AND PLAN OF REORGANIZATION [ ]
======================================================================================
TAX STATUS OF EACH REORGANIZATION [ ]
======================================================================================
VOTING RIGHTS AND REQUIRED VOTE [ ]
======================================================================================
ADDITIONAL INFORMATION ABOUT THE PIONEER PORTFOLIOS [ ]
======================================================================================
FINANCIAL HIGHLIGHTS [ ]
======================================================================================
INFORMATION CONCERNING THE MEETING [ ]
======================================================================================
OWNERSHIP OF SHARES OF THE PORTFOLIOS [ ]
======================================================================================
EXPERTS [ ]
======================================================================================
AVAILABLE INFORMATION [ ]
======================================================================================
EXHIBIT A - FORM OF AGREEMENT AND PLAN OF REORGANIZATION A-1
======================================================================================
EXHIBIT B - PORTFOLIO MANAGER'S DISCUSSION OF PERFORMANCE B-1
======================================================================================
4
INTRODUCTION
This combined proxy statement and prospectus (the "Proxy
Statement/Prospectus"), dated ___________, 2006, is being furnished to
shareowners of each Portfolio in connection with the solicitation by the board
of trustees (the "Board" or the "Trustees") of Pioneer Variable Contracts Trust
of proxies to be used at a joint special meeting of shareowners of the
Portfolios (the "Meeting"). The Meeting will be held at the offices of Wilmer
Cutler Pickering Hale and Dorr LLP, 60 State Street, 26th Floor, Boston,
Massachusetts 02109 on _________, 2006 at 2:00 p.m., Boston time. The purpose of
the Meeting is to consider a proposal to approve an Agreement and Plan of
Reorganization, a form of which is attached hereto as Exhibit A, providing for
the reorganization of your --------- Portfolio into Small Cap Value Portfolio
(each, a "Reorganization"). Each Portfolio and Small Cap Value Portfolio is a
series of Pioneer Variable Contracts Trust, an open-end management investment
company organized as a Delaware statutory trust. The Proxy Statement/Prospectus
is being mailed to the shareowners of the Portfolios on or about ____________,
2006.
The Proxy Statement/Prospectus includes information about the
proposals, including a summary comparing each Portfolio to Small Cap Value
Portfolio. You should read the entire Proxy Statement/Prospectus carefully,
including Exhibit A and Exhibit B, because they are a part of this Proxy
Statement/Prospectus and contain details that are not in the summary. A
Statement of Additional Information, dated ___________, 2006, includes
additional information regarding each Portfolio and Small Cap Value Portfolio
and is incorporated herein by reference. You may obtain a copy of the Statement
of Additional Information by calling 1-800-225-6292.
The Proxy Statement/Prospectus sets forth the information about Small
Cap Value Portfolio that a prospective investor ought to know before investing
and should be retained for future reference. Additional information about the
Portfolios and Small Cap Value Portfolio has been filed with the SEC and is
available upon oral or written request and without charge. See below on "Where
to Get More Information."
==================================================================================================================================
Where to Get More Information
==================================================================================================================================
Pioneer Small Company VCT Portfolio's Class I and Class II On file with the SEC and available at no charge by calling our
Shares prospectuses, each dated May 1, 2005. toll-free number: 1-800-225-6292.
Pioneer Small Cap Value II VCT Portfolio's Class II Shares On file with the SEC and available at no charge by calling our
prospectus dated May 1, 2005. toll-free number: 1-800-225-6292.
Each Portfolio's combined statement of additional On file with the SEC and available at no charge by calling our
information ("SAI") dated May 1, 2005, as supplemented. toll-free number: 1-800-225-6292.
Each Portfolio's annual report dated December 31, 2005.
On file with the
SEC and available
at no charge by
calling our
toll-free number:
1-800-225-6292.
==================================================================================================================================
Pioneer Small Cap Value VCT Portfolio's Class I and Class On file with the SEC
and available at no charge by calling our II Shares prospectuses, each dated May
1, 2005 toll-free number: 1-800-225-6292.
Pioneer Small Cap Value VCT Portfolio's SAI dated May 1, On file with the SEC
and available at no charge by calling our 2005, as supplemented. toll-free
number: 1-800-225-6292.
Pioneer Small Cap Value VCT Portfolio's annual report dated On file with the SEC
and available at no charge by calling our December 31, 2005. toll-free number:
1-800-225-6292.
==================================================================================================================================
The SAI for this Proxy Statement/Prospectus, dated _______, On file with the SEC
and available at no charge by calling our 2006. It contains additional
information about each toll-free number: 1-800-225-6292. This SAI is
incorporated by Portfolio and the Pioneer Small Cap Value VCT Portfolio.
reference into this Proxy Statement/Prospectus.
==================================================================================================================================
To ask questions about this Proxy Statement/Prospectus. Call our toll-free telephone number: 1-800-225-6292.
==================================================================================================================================
The date of this Proxy Statement/Prospectus is ____________, 2006.
5
How Each Reorganization will Work
o Your Portfolio will transfer all of its assets to Small Cap Value
Portfolio. Small Cap Value Portfolio will assume your Portfolio's
liabilities.
o Small Cap Value Portfolio will issue Class I and/or Class II shares to
your Portfolio in amounts equal to the aggregate net asset value of
your Portfolio's Class I and/or Class II shares, as applicable.
Shareowners of your Portfolio will receive Class I and/or Class II
shares of Small Cap Value Portfolio. These shares will be distributed
to shareowners of your Portfolio in proportion to their holdings of the
respective class of share holdings on the closing date of the
reorganization ("Closing Date") and the shareowners will become
shareowners of Small Cap Value Portfolio. On the Closing Date,
shareowners will hold the shares of Small Cap Value Portfolio with the
same aggregate net asset value as the shares of your Portfolio that you
held immediately prior to the Reorganization.
o Each Portfolio will be dissolved after the Closing Date.
o The Reorganization of each Portfolio would be conditioned upon the
approval of its shareowners, but either Reorganization could proceed if
the other is not approved.
o Each Reorganization is intended to result in no income, gain or loss
being recognized for federal income tax purposes to Small Cap Value
Portfolio, your Portfolio or the shareowners of your Portfolio.
o There is no guarantee that your variable contract sponsor will make
Small Cap Value Portfolio available to its contract holders even if the
Reorganizations are approved by the shareowners of the Portfolios. If
Small Cap Value Portfolio is not available as an investment option
under your contract on the date of the Reorganization, you will have to
allocate the money in your Portfolio to a different investment option
that is available under your contract.
Why the Trustees are Recommending the Reorganizations
The Trustees of your Portfolio believe that reorganizing your Portfolio into
Small Cap Value Portfolio, a portfolio with similar investment policies, and
having a combined portfolio with greater assets, offers you potential benefits.
These potential benefits and considerations include:
o The opportunity to be part of a combined portfolio with substantially
greater assets that may be better positioned in the market to further
increase asset size and achieve economies of scale. Economies of scale
have potential benefits to the combined portfolio in two ways. First, a
larger portfolio, which trades in larger blocks of stock, will be able
to hold larger positions in individual securities and, consequently,
have an enhanced ability to achieve better net prices on securities
trades. In addition, each Portfolio incurs substantial operating costs
for insurance, accounting, legal, and custodial services. The combined
portfolio resulting from each Reorganization may spread fixed expenses
over a larger asset base, potentially contributing to a lower expense
ratio in the long term than your Portfolio would achieve separately.
o The average annual rate of the combined portfolio's advisory fee will
be the same as your Portfolio's current advisory fee of 0.75%. In
addition, the expense limitation with respect to the combined
portfolio's total expenses will be lower than Pioneer Small Company VCT
Portfolio's current contractual expense limit of 1.25% (Class I Shares)
and the same as Pioneer Small Cap Value II VCT Portfolio's current
contractual expense limit of 1.01% (Class I Shares).
o Similar investment objectives and investment policies, as well as
overlapping portfolio compositions.
Therefore, the Trustees of your Portfolio recommend that you vote FOR the
Reorganization of your Portfolio into Small Cap Value Portfolio. For further
information, please see the individual description of the proposal affecting
your Portfolio contained in the Proxy Statement/Prospectus.
Who is Eligible to Vote
If you are the owner of a variable annuity or variable life insurance contract
(a "contract owner"), the insurance company that issued your contract is the
record owner of shares of your Portfolio. By completing and returning the
enclosed voting instruction card, you will instruct the insurance company how to
vote the shares of your Portfolio attributable to your contract.
Shareowners of record on ________, 2006 are entitled to attend and vote at the
Meeting or any adjournment of the Meeting. Shareowners of your Portfolio will
vote together as a single class with respect to your Portfolio's Reorganization.
Each share is entitled to one vote. Shares represented by properly executed
proxies, unless revoked before or at the Meeting, will be voted
6
according to shareowners' instructions. If you sign a proxy but do not fill in a
vote, your shares will be voted to approve the Agreement and Plan of
Reorganization relating to your Portfolio. If any other business comes before
the Meeting, your shares will be voted at the discretion of the persons named as
proxies.
7
Pioneer Small Company VCT Portfolio and
Pioneer Small Cap Value VCT Portfolio
PROPOSAL 1(a)
Approval of Agreement and Plan of Reorganization
SUMMARY
The following is a summary of more complete information appearing later in this
Proxy Statement/Prospectus or incorporated herein. You should read carefully the
entire Proxy Statement/Prospectus, including the form of Agreement and Plan of
Reorganization attached as Exhibit A, because they contain details that are not
in the summary.
In the table below, if a row extends across the entire table, the policy
disclosed applies to both your Portfolio and Small Cap Value Portfolio.
Your Portfolio and Small Cap Value Portfolio have the same investment objective
and similar investment policies. Your Portfolio is managed by the same
investment adviser that manages Small Cap Value Portfolio; however, your
Portfolio employs a different team of portfolio managers. Your Portfolio may
invest a greater percentage of its assets in non-U.S. securities than Small Cap
Value Portfolio.
Comparison of Pioneer Small Company VCT Portfolio to Pioneer Small Cap Value VCT Portfolio
==============================================================================================================================
Pioneer Small Company VCT Portfolio Pioneer Small Cap Value VCT Portfolio
==============================================================================================================================
Business A diversified series of Pioneer Variable Contracts
Trust, an open-end management investment company
organized as a Delaware statutory trust.
==============================================================================================================================
Net assets as of $[ ] $[ ]
December 31, 2005
==============================================================================================================================
Investment adviser Pioneer Investment Management, Inc. ("Pioneer")
==============================================================================================================================
Portfolio managers Day-to-day management of your Portfolio is Day-to-day management of Small Cap Value
the responsibility of co-managers Diego Portfolio is the responsibility of David M.
Franzin and Michael Rega. Mr. Franzin and Adams, Portfolio Manager, and John
Mr. Rega also may draw upon the research McPherson, Assistant Portfolio Manager.
and investment management expertise of the The portfolio managers are supported by the
global research team, which provides small cap team. Members of this team
fundamental and quantitative research on manage other Pioneer funds investing
companies and includes members from primarily in small cap securities. The
Pioneer's affiliate, Pioneer Investment portfolio managers and the team also may
Management Limited. Mr. Franzin, Vice draw upon the research and investment
President and head of U.S. Quantitative management expertise of the global research
Research & Management and lead of Global team, which provides fundamental research
Active Quantitative Equity Research, joined on companies and includes members from
Pioneer in 1998 as an active quantitative Pioneer's affiliate, Pioneer Investment
equity research analyst. Mr. Rega, Vice Management Limited. Mr. Adams is a Vice
President and Senior Portfolio Manager, President of Pioneer. He joined Pioneer in
joined Pioneer in 2004. Prior to joining 1994 and has been an investment
Pioneer, Mr. Rega was a Vice President and professional since 1992. Mr. McPherson
Portfolio Manager at 646 Advisors from 2000 jointed Pioneer in September 2002 as an
to 2004. Assistant Portfolio Manger. Prior to
joining Pioneer, he was employed by Middleton
& Company as an analyst on the team responsible
for managing the
==============================================================================================================================
8
==============================================================================================================================
Pioneer Small Company VCT Portfolio Pioneer Small Cap Value VCT Portfolio
==============================================================================================================================
equity portion of high net worth client
portfolios. From 1997 to 2001, Mr. McPherson was
an analyst with Evergreen Investment Management.
==============================================================================================================================
The Statement of Additional Information provides
additional information about the portfolio managers'
compensation, other accounts managed by the portfolio
managers, and the portfolio managers' ownership of
shares of your Portfolio and Small Cap Value
Portfolio.
==============================================================================================================================
Investment Capital growth by investing in a diversified
objective portfolio of securities consisting primarily of
common stocks.
==============================================================================================================================
Primary investment Normally, your Portfolio invests at least Normally, Small Cap Value Portfolio invests
policy 80% of its total assets in equity at least 80% of its net assets (including
securities of small companies. borrowing, if any, for investment purposes)
in equity securities of small companies.
==============================================================================================================================
Small companies are those with market values, at the
time of investment, that do not exceed the greater of
the market capitalization of the largest company
within the Russell 2000 Index or the 3-year rolling
average of the market capitalization of the largest
company within the Russell 2000 Index as measured at
the end of the preceding month. The Russell 2000 Index
measures the performance of the 2,000 smallest
companies in the Russell 3000 Index. The size of the
companies in the index changes with market conditions
and the composition of the index. Pioneer monitors the
portfolio so that, under normal circumstances, the
capitalization range of your Portfolio and Small Cap
Value Portfolio are consistent with the inclusion of
your Portfolio and Small Cap Value Portfolio in the
Lipper Small-Cap category. For purposes of your
Portfolio's and Small Cap Value Portfolio's investment
policies, equity securities include common stocks,
convertible debt and other equity instruments, such as
depositary receipts, warrants, rights, equity
interests in real estate investment trusts (REITs) and
preferred stocks.
Each of your Portfolio and Small Cap Value Portfolio
will provide written notice to its shareowners at
least 60 days prior to any change to the requirement
that it invest at least 80% of its assets as described
above.
==============================================================================================================================
Your Portfolio and Small Cap Value Portfolio each may
invest up to 25% of its total assets in REITs.
==============================================================================================================================
Your Portfolio may invest up to 25% of its total
assets in equity and debt securities of non-U.S.
issuers, but will not invest more than 5% of its total
assets in securities of emerging market issuers.
==============================================================================================================================
Investment strategies Pioneer uses a value approach to select your Portfolio's and Small Cap Value Portfolio's
investments. Using this investment style, Pioneer seeks securities selling at substantial
discounts to their underlying values and then holds these securities until the market
values reflect their intrinsic values. Pioneer evaluates a security's potential value,
including the attractiveness of its market valuation, based on the company's assets and
prospects for earnings growth. In making that assessment, Pioneer employs due diligence
and fundamental research, an evaluation of the issuer based on its financial statements
and operations, employing a bottom-up analytic style. Pioneer relies on the knowledge,
experience and judgment of its staff who have access to a wide variety of research.
Pioneer focuses on the quality and price of individual issuers, not on economic sector or
market-timing strategies.
==============================================================================================================================
9
==============================================================================================================================
Pioneer Small Company VCT Portfolio Pioneer Small Cap Value VCT Portfolio
==============================================================================================================================
Factors Pioneer looks for in selecting Factors Pioneer looks for in selecting
investments include: investments include:
o Favorable expected returns o Favorable expected returns
relative to perceived risk relative to perceived risk
o Management with demonstrated o Management with demonstrated
ability and commitment to the ability and commitment to the
company company
o Estimated private market value in o Above average potential for
excess of current stock price. earnings and revenue growth
Private market value is the price
an independent investor would pay
to own the entire company o Low market valuations relative
to earnings forecast, book value,
cash flow and sales
o Turnaround potential for companies o Turnaround potential for companies
that have been through difficult periods that have been through difficult periods
o Low market valuations relative to o Low debt levels relative to equity
earnings forecast, book value,
cash flow and sales
o Issuer's industry has strong
fundamentals, such as increasing
or sustainable demand and barriers
to entry
==============================================================================================================================
Other investments Your Portfolio and Small Cap Value Portfolio each may invest up to 20% of its total
assets in debt securities of corporate and government issuers. Generally, your Portfolio
and Small Cap Value Portfolio each acquires debt securities that are investment grade,
but each may invest up to 5% of its net assets in below investment grade convertible debt
securities issued by both U.S. and non-U.S. issuers. Your Portfolio and Small Cap Value
Portfolio each invests in debt securities when Pioneer believes they are consistent with
your Portfolio's and Small Cap Value Portfolio's respective investment objective by
offering the potential for capital growth, to diversify the portfolio or for greater
liquidity.
==============================================================================================================================
Small Cap Value Portfolio may invest in
securities of Canadian issuers to the same
extent as securities of U.S. issuers. In
addition, Small Cap Value Portfolio may invest
up to 5% of its total assets in equity and
debt securities of other non-U.S. issuers,
including securities of emerging market issuers.
==============================================================================================================================
Temporary defensive Normally, your Portfolio and Small Cap Value Portfolio each invests
strategies substantially all of its assets to meet its respective investment objective.
Your Portfolio and Small Cap Value Portfolio each may invest the remainder of
its assets in securities with remaining maturities of less than one year, cash
equivalents or may hold cash. For temporary defensive purposes, including during
periods of unusual cash flows, your Portfolio and Small Cap Value Portfolio each
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, your
Portfolio and Small Cap Value Portfolio each may not be able to achieve its
respective investment objective. Your Portfolio and Small Cap Value Portfolio
each intends to adopt a defensive strategy when Pioneer believes securities in
which your Portfolio or Small Cap Value Portfolio normally invests have
extraordinary risks due to political or economic factors and in other
extraordinary circumstances.
==============================================================================================================================
10
==============================================================================================================================
Pioneer Small Company VCT Portfolio Pioneer Small Cap Value VCT Portfolio
==============================================================================================================================
Short-term Your Portfolio and Small Cap Value Portfolio
trading usually do not trade for short-term profits. Your
Portfolio and Small Cap Value Portfolio each 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 either your
Portfolio or Small Cap Value Portfolio does a lot of
trading, it may incur additional operating expenses,
which would reduce performance, and could cause its
respective shareowners to incur a higher level of
taxable income or capital gains.
==============================================================================================================================
Derivative instruments Your Portfolio and Small Cap Value Portfolio each may use futures and options on
securities, indices and currencies, forward foreign currency exchange contracts 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. Although there is no specific limitation on
investing in derivatives, neither your Portfolio nor Small Cap Value Portfolio use
derivatives as a primary investment technique and generally limits their use to hedging.
However, your Portfolio and Small Cap Value Portfolio each 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 return as a non-hedging strategy that may be considered speculative
==============================================================================================================================
Buying, Selling and Exchanging Shares
==============================================================================================================================
Sales charges The Class I and/or Class II shares of Small
Cap Value Portfolio you receive in the Reorganization
will not be subject to any sales charge.
==============================================================================================================================
Management and other Your Portfolio and Small Cap Value Portfolio each pay a monthly management fee
fees equal to 0.75% of average daily net assets. Pioneer has contractually agreed to
limit ordinary operating expenses to the extent required to reduce Small Cap
Value Portfolio's expenses to 1.01% and 1.26% of the average daily net assets
attributable to Class I and Class II shares, respectively. These expense
limitations are in effect through May 1, 2007. There can be no assurance that
Pioneer will extend the expense limitations beyond May 1, 2007.
==============================================================================================================================
Distribution and Class I hares of your Portfolio and Small Cap Value Portfolio are not subject to
service (12b-1)fee a Rule 12b-1 fee. Your Portfolio and Small Cap Value Portfolio each have adopted
a plan of distribution for Class II shares in accordance with Rule 12b-1 under
the Investment Company Act of 1940, as amended (the "Investment Company Act").
Under each plan, your Portfolio and Small Cap Value Portfolio each pay 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 subject to other types of sales charges.
==============================================================================================================================
Buying shares Your Portfolio and Small Cap Value Portfolio each 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 your Portfolio and Small
Cap Value Portfolio are sold at net asset value. Investments in your Portfolio and Small
Cap Value Portfolio are credited to an insurance company's separate account or qualified
plan account, immediately upon acceptance of the investment by your Portfolio or Small
Cap Value Portfolio, respectively. The offering of shares of your Portfolio or Small Cap
Value Portfolio may be suspended for a period of time, and your Portfolio and Small Cap
Value Portfolio each reserves the right to reject any specific purchase order. Purchase
orders may be refused if, in Pioneer's opinion, they are of a size or frequency that
would disrupt the management of your Portfolio or Small Cap Value Portfolio.
==============================================================================================================================
11
==============================================================================================================================
Pioneer Small Company VCT Portfolio Pioneer Small Cap Value VCT Portfolio
==============================================================================================================================
Selling Shares of your Portfolio and Small Cap Value
shares Portfolio each will be sold at net asset value per
share next calculated after your Portfolio and Small
Cap Value Portfolio, respectively, receives the
request in good order.
You may sell your shares by contacting the insurance
company sponsoring your variable contract, as
described in your variable contract's prospectus.
==============================================================================================================================
Comparison of Principal Risks of Investing in your Portfolio and Small Cap Value
Portfolio
Because your Portfolio and Small Cap Value Portfolio have the same investment
objective and similar primary investment policies and strategies, they are
subject to similar principal risks. You could lose money on your investment or
not make as much as if you invested elsewhere if:
o The stock market goes down (this risk may be greater in the short term)
o Small company or value stocks fall out of favor with investors
o The Portfolio's assets remain undervalued or do not have the potential value
originally expected
Small cap risks. Your Portfolio and Small Cap Value Portfolio also have risks
associated with investing in small companies. Compared to large companies, small
companies, and the market for their equity securities, are likely to:
o Be more sensitive to changes in the economy, earnings results and investor
expectations
o Have more limited product lines and capital resources
o Experience sharper swings in market values
o Be harder to sell at the times and prices Pioneer thinks appropriate
o Offer greater potential for gain and loss
Risks of REITs. Your Portfolio and Small Cap Value Portfolio each may invest up
to 25% of its total assets in REITs. REITs are companies that invest primarily
in real estate or real estate related loans. Investing in REITs involves unique
risks. They are significantly affected by the market for real estate and are
dependent upon management skills and cash flow. In addition to its own expenses,
your Portfolio and Small Cap Value Portfolio will in some cases indirectly bear
its proportionate share of any management and other expenses paid by REITs in
which it invests.
Market segment risks. At times, more than 25% of each of your Portfolio's assets
and Small Cap Value Portfolio's assets may be invested in the same market
segment, such as financials or technology. To the extent your Portfolio or Small
Cap Value Portfolio emphasizes investments in a market segment, it will be
subject to a greater degree to the risks particular to the industries in that
segment, and may experience greater market fluctuation, than a portfolio without
the same focus. For example, industries in the financial segment, such as banks,
insurance companies, broker-dealers and REITs, may be sensitive to changes in
interest rates and general economic activity and are subject to extensive
government regulation. Industries in the technology segment, such as information
technology, communications equipment, computer hardware and software, and office
and scientific equipment, are subject to risks of rapidly evolving technology,
short product lives, rates of corporate expenditures, falling prices and
profits, competition from new market entrants, and general economic conditions.
Non-U.S. securities risks. Your Portfolio is also subject to risks associated
with investments other than U.S. equity securities. Investing in non-U.S.
issuers may involve unique risks compared to investing in securities of U.S.
issuers. Some of these risks do not apply to the larger more developed non-U.S.
markets. These risks may include:
o Less information about non-U.S. issuers or markets may be available due
to less rigorous disclosure or accounting standards or regulatory
practices
12
o Many non-U.S. markets are smaller, less liquid and more volatile. In a
changing market, Pioneer may not be able to sell portfolio securities
at times, in amounts and at prices it considers reasonable
o Adverse effect of currency exchange rates or controls on the value of the
Portfolio's investments
o The possibility that a counterparty may not complete a currency or
securities transaction
o The economies of non-U.S. countries may grow at slower rates than expected
or may experience a downturn or recession
o Economic, political and social developments may adversely affect the
securities markets
o Withholding and other non-U.S. taxes may decrease the Portfolio's return
Investments in your Portfolio and Small Cap Value Portfolio are not bank
deposits and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. You could lose money by investing in
either Portfolio.
Comparison of Past Performance
Set forth below is the performance information for your Portfolio and Small Cap
Value Portfolio. The bar charts show the year-by-year performance of your
Portfolio's and Small Cap Value Portfolio's Class I shares since inception.
Class II shares will have different performance. The tables show the average
annual total return of your Portfolio and Small Cap Value Portfolio over time
compared with a broad-based securities market index. Your Portfolio's and Small
Cap Value Portfolio's returns in the bar chart and table are net of annual
operating expenses, but do not reflect any additional charges and expenses that
may be imposed by the variable insurance product or the qualified retirement
plan through which you invest. If such charges and expenses were included,
performance would be lower. Past performance does not indicate future results.
[THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL]
Pioneer Small Company VCT Portfolio - Class I Shares
Calendar Year Total Returns*
2002 16.75
2003 25.30
2004 13.38
2005
*During the period shown in the bar chart, your Portfolio's highest quarterly
return was [ ]% for the quarter ended [ ], and the lowest quarterly return was
[ ]% for the quarter ended [ ].
13
[THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL]
Pioneer Small Cap Value VCT Portfolio - Class I Shares
Calendar Year Total Returns*
2002 15.08
2003 35.43
2004 30.16
2005
*During the period shown in the bar chart, Small Cap Value VCT Portfolio's
highest quarterly return was [ ]% for the quarter ended [ ], and the lowest
quarterly return was [ ]% for the quarter ended [ ].
Average Annual Total Returns*
(for periods ended December 31, 2005)
Since Inception
1 Year Inception Date
Pioneer Small Company VCT Portfolio
Class I shares [ ]% [ ]% 1/19/01
Class II shares [ ]% [ ]% 7/31/01+
Russell 2000 Index (1) [ ]% [ ]%
(reflects no deduction for fees or expenses)
Pioneer Small Cap Value VCT Portfolio
Class I shares [ ]% [ ]% 11/8/01
Class II shares [ ]% [ ]% 5/1/03+
Russell 2000 Value Index (2) [ ]% [ ]%
(reflects no deduction for fees or expenses)
-----------------------
* Assumes the reinvestment of dividends and distributions, and sale of shares
at the end of the period.
(1) The Russell 2000 Index is a widely recognized measure of performance of
2,000 issuers with small to moderate market capitalizations.
(2) The Russell 2000 Value Index is a measure of the performance of the
value-oriented stocks in the Russell 2000 Index. Small Cap Value Portfolio's
benchmark index will change from the Russell 2000 Value Index to the Russell
2000 Index upon consummation of the closing of the Reorganization.
+ The performance of Class II shares for the period prior to the commencement
of operations of Class II shares is based on the performance of Class I
shares, reduced to reflect the distribution fee of Class II shares.
The most recent portfolio manager's discussion of your Portfolio and Small Cap
Value Portfolio is attached as Exhibit B.
14
Your Portfolio's and Small Cap Value Portfolio's Fees and Expenses
Shareowners of your Portfolio and Small Cap Value Portfolio pay various fees and
expenses, either directly or indirectly. The tables below show the fees and
expenses that you would pay if you were to buy and hold shares of your Portfolio
and Small Cap Value Portfolio. The expenses in the tables appearing below are
based on the expenses of your Portfolio and Small Cap Value Portfolio for the
period ended December 31, 2005. Future expenses may be greater or less.
Shareowners of Pioneer Small Cap Value II VCT Portfolio are also being asked to
approve the Reorganization of their Portfolio into Pioneer Small Cap Value VCT
Portfolio. The tables also show (1) the pro forma expenses of the combined
portfolio assuming the Reorganization occurred on December 31, 2005 and (2) the
pro forma expenses of the combined portfolio assuming the Reorganization of
Pioneer Small Cap Value II VCT Portfolio also occurred on December 31, 2005.
=====================================================================================================================
Pioneer Pioneer Combined Combined Pioneer Pioneer Combined Combined
Small Small Cap Portfolio Portfolio Small Small Cap Portfolio Portfolio
Company Value VCT (Pro (Including Company Value VCT (Pro (Including
VCT Portfolio Forma) Pioneer VCT Portfolio Forma) Pioneer
Portfolio Small Cap Portfolio Small Cap
Value II Value II
VCT VCT
Portfolio) Portfolio)
(Pro (Pro
Forma) Forma)
=====================================================================================================================
Class I Class I Class I Class I Class II Class II Class II Class II
Shares Shares Shares Shares Shares Shares Shares Shares
=====================================================================================================================
Shareowner
transaction
fees (paid
directly from
your investment)
=====================================================================================================================
Redemption fees None None None None None None None None
for shares held
less
than 30 days
=====================================================================================================================
Sales charge or None None None None None None None None
deferred sales
charge
=====================================================================================================================
15
=====================================================================================================================
Pioneer Pioneer Combined Combined Pioneer Pioneer Combined Combined
Small Small Cap Portfolio Portfolio Small Small Cap Portfolio Portfolio
Company Value VCT (Pro (Including Company Value VCT (Pro Forma) (Including
VCT Portfolio Forma) Pioneer VCT Portfolio Pioneer
Portfolio Small Cap Portfolio Small Cap
Value II Value II
VCT VCT
Portfolio) Portfolio)
(Pro Forma) (Pro
Forma)
=====================================================================================================================
Annual Class I Class I Class I Class I Class II Class II Class II Class II
Portfolio Shares Shares Shares Shares Shares Shares Shares Shares
operating
expenses
(deducted
from
Portfolio
assets)
(as a % of
average net
assets)
=====================================================================================================================
Management 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% 0.75%
fee
=====================================================================================================================
Distribution None None None None 0.25% 0.25% 0.25% 0.25%
and service
(12b-1) fee
=====================================================================================================================
Other [ ]% [ ]% [ ]% [ ]% [ ]% [ ]% [ ]% [ ]%
expenses
=====================================================================================================================
Total [ ]% [ ]% [ ]% [ ]% [ ]% [ ]% [ ]% [ ]%
Portfolio
operating
expenses
=====================================================================================================================
Fee Waiver [ ]%(1) [ ]%(1) [ ]%(2) [ ]%(2) [ ]%(3) [ ]%(3) [ ]%(2) [ ]%(2)
and Expense
Limitation
=====================================================================================================================
Net 1.25% (1) 1.25%(1) 1.01%(2) 1.01% (2) [ ]%(3) [ ]%(3) 1.26%(2) 1.26%(2)
Portfolio
operating
expenses
=====================================================================================================================
(1) The expenses in the table above reflect the contractual expense limitation
in effect through May 1, 2007 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 your Portfolio's and Small
Cap Value Portfolio's Class I expenses to 1.25% of the average daily net assets
attributable to your Portfolio's and Small Cap Value Portfolio's Class I shares,
respectively. There can be no assurance that Pioneer will extend the expense
limitation beyond May 1, 2007.
(2) The expenses in the table above reflect the contractual expense limitation
in effect through May 1, 2007 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 further reduce Small Cap Value
Portfolio's Class I and Class II shares expenses to 1.01% and 1.26% of the
average daily net assets attributable to Small Cap Value Portfolio's Class I and
Class II shares, respectively. There can be no assurance that Pioneer will
extend the expense limitations beyond May 1, 2007.
(3) The portion of your Portfolio's and Small Cap Value Portfolio's expenses
attributable to its Class II shares are reduced only to the extent such expenses
are reduced for your Portfolio's and Small Cap Value Portfolio's Class I shares,
respectively. Any differences in the fee waiver and expense limitation among
classes result from rounding in the daily calculation of a Class's net assets
and expense limit, which may exceed 0.01% annually.
16
The hypothetical example below helps you compare the cost of investing in your
Portfolio and Small Cap Value Portfolio. It assumes that: (a) you invest $10,000
in your Portfolio and Small Cap Value Portfolio for the time periods shown, (b)
you reinvest all dividends and distributions, (c) your investment has a 5%
return each year, (d) your Portfolio's and Small Cap Value Portfolio's gross
operating expenses remain the same, and (e) the expense limitations are in
effect for year one. The examples are for comparison purposes only and are not a
representation of either your Portfolio's or Small Cap Value Portfolio's actual
expenses or returns, either past or future.
==================================================================================================================
Pioneer Small Pioneer Small Cap Combined Portfolio Combined Portfolio
(including Pioneer
Small Cap Value II
Number of Years You Company VCT VCT Portfolio)
Own Your Shares Portfolio Value VCT Portfolio (Pro Forma) (Pro Forma)
==================================================================================================================
Class I Shares
==================================================================================================================
Year 1 $[ ] $[ ] $[ ] $[ ]
==================================================================================================================
Year 3 $[ ] $[ ] $[ ] $[ ]
==================================================================================================================
Year 5 $[ ] $[ ] $[ ] $[ ]
==================================================================================================================
Year 10 $[ ] $[ ] $[ ] $[ ]
==================================================================================================================
Class II Shares
==================================================================================================================
Year 1 $[ ] $[ ] $[ ] $[ ]
==================================================================================================================
Year 3 $[ ] $[ ] $[ ] $[ ]
==================================================================================================================
Year 5 $[ ] $[ ] $[ ] $[ ]
==================================================================================================================
Year 10 $[ ] $[ ] $[ ] $[ ]
==================================================================================================================
Capitalization
The following table sets forth the capitalization of your Portfolio and Small
Cap Value Portfolio as of December 31, 2005, and the pro forma combined
portfolio as of December 31, 2005. The table also sets forth the pro forma
capitalization of the combined portfolio as of December 31, 2005, assuming the
shareowners of Pioneer Small Cap Value II VCT Portfolio approve the
Reorganization of their Portfolio into Small Cap Value Portfolio.
==================================================================================================================
Combined Portfolio
(including Pioneer
Small Cap Value II
Pioneer Small Pioneer Small Cap Combined Portfolio VCT Portfolio
Company VCT Portfolio Value VCT Portfolio (Pro Forma) (Pro Forma)
December 31, 2005 December 31, 2005 December 31, 2005 December 31, 2005
==================================================================================================================
Total Net Assets
(in millions) $[ ] $[ ] $[ ] $[ ]
==================================================================================================================
Class I Shares $[ ] $[ ] $[ ] $[ ]
==================================================================================================================
Class II Shares $[ ] $[ ] $[ ] $[ ]
==================================================================================================================
Net Asset Value Per
Share
==================================================================================================================
Class I Shares $[ ] $[ ] $[ ] $[ ]
==================================================================================================================
Class II Shares $[ ] $[ ] $[ ] $[ ]
==================================================================================================================
Shares Outstanding
==================================================================================================================
Class I Shares [ ] [ ] [ ] [ ]
==================================================================================================================
Class II Shares [ ] [ ] [ ] [ ]
==================================================================================================================
It is impossible to predict how many shares of Small Cap Value Portfolio will
actually be received and distributed by your Portfolio on the Closing Date of
the Reorganization. The table should not be relied upon to determine the amount
of Small Cap Value Portfolio's shares that will actually be received and
distributed.
17
Reasons for the Proposed Reorganization
The Trustees of your Portfolio believe that the proposed Reorganization will be
advantageous to the shareowners of your Portfolio for several reasons. The
Trustees considered the following matters, among others, in approving the
proposal.
First, the Reorganization would eliminate confusion in the marketplace caused by
having similar portfolios and enhancing the potential for the combined portfolio
to achieve growth in assets. The combined portfolio may be better positioned to
attract assets than your Portfolio. After the Reorganization, the combined
portfolio's greater asset size may allow it, relative to your Portfolio, to (i)
obtain better net prices on securities trades, and (ii) reduce per share
expenses as fixed expenses are shared over a larger asset base.
Second, the investment performance of Small Cap Value Portfolio is better than
your Portfolio's investment performance. For each calendar year since its
inception, Small Cap Value Portfolio's Class I and Class II shares had higher
total returns and average annual returns than your Portfolio's Class I and Class
II shares, respectively, during the same periods.
Third, since the management fee rate and the expense limitations are the same
for both your Portfolio and Small Cap Value Portfolio, there will be no increase
in management fee (as a percentage of average daily net assets) or net expenses
(assuming total expenses exceed the expense limitation) as a result of the
Reorganization. In addition, Pioneer has contractually 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 further reduce Small Cap Value
Portfolio's Class I and Class II shares expenses to 1.01% and 1.26% of the
average daily net assets attributable to Small Cap Value Portfolio's Class I and
Class II shares, respectively, through May 1, 2007. There can be no assurance
that Pioneer will extend the expense limit beyond May 1, 2007.
Fourth, the historical and total expenses of Small Cap Value Portfolio's Class I
and Class II shares are lower than your Portfolio's Class I and Class II shares
total expenses, respectively. It is anticipated that the pro forma total
expenses and pro forma expense ratio for both Class I and Class II shares of the
combined portfolio will be lower than either of your Portfolio's or Small Cap
Value Portfolio's total expenses and expense ratio as a result of the
Reorganization. In addition, if the Reorganization of Pioneer Small Cap Value II
VCT Portfolio into Small Cap Value Portfolio is approved by the shareowners of
Pioneer Small Cap Value II VCT Portfolio, the estimated pro forma total expenses
and pro forma expense ratio will be decreased even further.
The Trustees of your Portfolio and Small Cap Value Portfolio considered that
your Portfolio, Small Cap Value II Portfolio and Small Cap Value Portfolio would
each bear equally half of all of the expenses associated with the preparation,
printing and mailing of any shareholder communications, including this combined
Proxy Statement/Prospectus, and any filings with the SEC and other governmental
agencies in connection with the Reorganization. Pioneer will bear the balance of
these expenses. The Trustees estimate that these expenses in the aggregate will
not exceed $[ ].
The Trustees of your Portfolio and Small Cap Value Portfolio considered that the
investment adviser and principal distributor of your Portfolio and Small Cap
Value Portfolio would benefit from the Reorganization. For example, Pioneer
might achieve cost savings from managing one larger combined portfolio, which
would result in a decrease in the combined portfolio's gross expenses and a
corresponding decrease in fees waived under the current expense limit agreement.
The Trustees believe, however, that these savings will not amount to a
significant economic benefit to Pioneer or the principal distributor.
The Trustees of both your Portfolio and Small Cap Value Portfolio also
considered that the Reorganization presents an excellent opportunity for the
shareowners of your Portfolio and Small Cap Value Portfolio to become investors
in a combined portfolio that has a larger asset size than either your Portfolio
or Small Cap Value Portfolio alone without the obligation to pay commissions or
other transaction costs that a portfolio normally incurs when purchasing
securities. This opportunity provides an economic benefit to shareowners of both
your Portfolio and Small Cap Value Portfolio.
18
Board's Evaluation and Recommendation
For the reasons described above, the Trustees, including the Independent
Trustees, approved the Reorganization. In particular, the Trustees determined
that the Reorganization is in the best interests of your Portfolio and Small Cap
Value Portfolio. The Trustees, including the Independent Trustees, also
determined that the interests of your Portfolio and Small Cap Value Portfolio's
shareowners would not be diluted as a result of the Reorganization.
The Trustees recommend that the shareowners of your Portfolio vote FOR the
proposal to approve the Agreement and Plan of Reorganization.
19
Pioneer Small Cap Value II VCT Portfolio and
Pioneer Small Cap Value VCT Portfolio
PROPOSAL 1(b)
Approval of Agreement and Plan of Reorganization
SUMMARY
The following is a summary of more complete information appearing later in this
Proxy Statement/Prospectus or incorporated herein. You should read carefully the
entire Proxy Statement/Prospectus, including the form of Agreement and Plan of
Reorganization attached as Exhibit A, because they contain details that are not
in the summary.
In the table below, if a row extends across the entire table, the policy
disclosed applies to both your Portfolio and Small Cap Value Portfolio.
Your Portfolio and Small Cap Value Portfolio have substantially similar
investment objectives and the same investment policies. Your Portfolio is
managed by the same investment adviser and portfolio management team that
manages Small Cap Value Portfolio.
Comparison of Pioneer Small Cap Value II VCT Portfolio to Pioneer Small Cap Value VCT Portfolio
======================================================================================================================
Pioneer Small Cap Value II VCT Portfolio Pioneer Small Cap Value VCT Portfolio
======================================================================================================================
Business A diversified series of Pioneer Variable Contracts
Trust, an open-end management investment company
organized as a Delaware statutory trust.
======================================================================================================================
Net assets as of $[ ] $[ ]
December 31, 2005
======================================================================================================================
Investment adviser Pioneer Investment Management, Inc. ("Pioneer")
======================================================================================================================
Portfolio managers Day-to-day management of your Portfolio and Small Cap Value Portfolio is the
responsibility of David M. Adams, Portfolio Manager, and John McPherson, Assistant
Portfolio Manager. The portfolio managers are supported by the small cap team. Members
of this team manage other Pioneer funds investing primarily in small cap securities. The
portfolio managers and the team also may draw upon the research and investment management
expertise of the global research team, which provides fundamental research on companies
and includes members from Pioneer's affiliate, Pioneer Investment Management Limited.
Mr. Adams is a Vice President of Pioneer. He joined Pioneer in 1994 and has been an
investment professional since 1992. Mr. McPherson jointed Pioneer in September 2002 as
an Assistant Portfolio Manger. Prior to joining Pioneer, he was employed by Middleton &
Company as an analyst on the team responsible for managing the equity portion of high net
worth client portfolios. From 1997 to 2001, Mr. McPherson was an analyst with Evergreen
Investment Management.
The Statement of Additional Information provides
additional information about the portfolio managers'
compensation, other accounts managed by the portfolio
managers, and the portfolio managers' ownership of
shares of your Portfolio and Small Cap Value
Portfolio.
======================================================================================================================
Investment objective Capital growth. Capital growth by investing in a diversified portfolio of
securities consisting primarily of common stocks.
======================================================================================================================
20
======================================================================================================================
Pioneer Small Cap Value II VCT Portfolio Pioneer Small Cap Value VCT Portfolio
======================================================================================================================
Primary investment Normally, your Portfolio and Small Cap Value Portfolio each invests at
policy least 80% of its net assets (including borrowing, if any, for investment
purposes) in equity securities of small companies.
Small companies are those with market values, at the time of investment,
that do not exceed the greater of the market capitalization of the largest
company within the Russell 2000 Index or the 3-year rolling average of the
market capitalization of the largest company within the Russell 2000 Index
as measured at the end of the preceding month. The Russell 2000 Index
measures the performance of the 2,000 smallest companies in the Russell
3000 Index. The size of the companies in the index changes with market
conditions and the composition of the index. Pioneer monitors the portfolio
so that, under normal circumstances, the capitalization range of your
Portfolio and Small Cap Value Portfolio is consistent with the inclusion of
your Portfolio and Small Cap Value Portfolio in the Lipper Small-Cap
category. For purposes of your Portfolio's and Small Cap Value Portfolio's
investment policies, equity securities include common stocks, convertible
debt and other equity instruments, such as depositary receipts, warrants,
rights, equity interests in real estate investment trusts (REITs) and
preferred stocks.
Each of your Portfolio and Small Cap Value Portfolio will provide written
notice to its shareowners at least 60 days prior to any change to the
requirement that it invest at least 80% of its assets as described above.
===========================================================================================
Your Portfolio and Small Cap Value Portfolio each may invest
up to 25% of its total assets in REITs.
========================= ===========================================================================================
Investment strategies Pioneer uses a value approach to select your Portfolio's and Small Cap
Value Portfolio's investments. Using this investment style, Pioneer seeks
securities selling at substantial discounts to their underlying values and
then holds these securities until the market values reflect their intrinsic
values. Pioneer evaluates a security's potential value, including the
attractiveness of its market valuation, based on the company's assets and
prospects for earnings growth. In making that assessment, Pioneer employs
due diligence and fundamental research, an evaluation of the issuer based
on its financial statements and operations, employing a bottom-up analytic
style. Pioneer relies on the knowledge, experience and judgment of its
staff who have access to a wide variety of research. Pioneer focuses on the
quality and price of individual issuers, not on economic sector or
market-timing strategies.
Factors Pioneer looks for in selecting investments include:
o Favorable expected returns relative to perceived risk
o Management with demonstrated ability and commitment to the company
o Above average potential for earnings and revenue growth
o Low market valuations relative to earnings forecast, book value, cash
flow and sales
o Turnaround potential for companies that have been through difficult
periods
o Low debt levels relative to equity
o Issuer's industry has strong fundamentals, such as increasing or
sustainable demand and barriers to entry
========================= ===========================================================================================
Other investments Your Portfolio and Small Cap Value Portfolio each may invest up to 20% of
its total assets in debt securities of corporate and government issuers.
Generally, your Portfolio and Small Cap Value Portfolio each acquires debt
securities that are investment grade, but may invest up to 5% of its net
assets in below investment grade convertible debt securities issued by both
U.S. and non-U.S. issuers. Your Portfolio and Small Cap Value Portfolio
each invests in debt securities when Pioneer believes they are consistent
with your Portfolio's and Small Cap Value Portfolio's respective investment
objective by offering the potential for capital growth, to diversify the
portfolio or for greater liquidity. Your Portfolio and Small Cap Value
Portfolio each may invest in securities of Canadian issuers to the same
extent as securities of U.S. issuers. In addition, your Portfolio and Small
Cap Value Portfolio each may invest up to 5% of its total assets in equity
and debt securities
========================= ===========================================================================================
21
======================================================================================================================
Pioneer Small Cap Value II VCT Portfolio Pioneer Small Cap Value VCT Portfolio
======================================================================================================================
of other non-U.S. issuers, including securities of emerging market issuers.
========================= ===========================================================================================
Temporary defensive Normally, your Portfolio and Small Cap Value Portfolio each invests
strategies substantially all of its assets to meet its respective investment
objective. Your Portfolio and Small Cap Value Portfolio each may invest the
remainder of its assets in securities with remaining maturities of less
than one year, cash equivalents or may hold cash. For temporary defensive
purposes, including during periods of unusual cash flows, your Portfolio
and Small Cap Value Portfolio each 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, your Portfolio and Small Cap Value
Portfolio may not be able to achieve its respective investment objective.
Your Portfolio and Small Cap Value Portfolio each intends to adopt a
defensive strategy when Pioneer believes securities in which your Portfolio
and Small Cap Value Portfolio normally invests have extraordinary risks due
to political or economic factors and in other extraordinary circumstances.
========================= ===========================================================================================
Short-term trading Your Portfolio and Small Cap Value Portfolio usually do not trade for
short-term profits. Your Portfolio and Small Cap Value Portfolio each 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 either
your Portfolio or Small Cap Value Portfolio does a lot of trading, it may
incur additional operating expenses, which would reduce performance, and
could cause its respective shareowners to incur a higher level of taxable
income or capital gains.
========================= ===========================================================================================
Derivative instruments Your Portfolio and Small Cap Value Portfolio each may use futures and
options on securities, indices and currencies, forward foreign currency
exchange contracts 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. Although there is no specific limitation on
investing in derivatives, your Portfolio and Small Cap Value Portfolio each
do not use derivatives as a primary investment technique and generally
limits their use to hedging. However, your Portfolio and Small Cap Value
Portfolio each 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
========================= ===========================================================================================
Buying, Selling and Exchanging Shares
========================= ===========================================================================================
Sales charges The Class I shares of Small Cap Value Portfolio you receive in the
Reorganization will not be subject to any sales charge.
========================= ===========================================================================================
Management and other Your Portfolio and Small Cap Value Portfolio each pay a monthly management
fees fee equal to 0.75% of average daily net assets. Pioneer has contractually
agreed to limit ordinary operating expenses to the extent required to
reduce Small Cap Value Portfolio's expenses to 1.01% of the average daily
net assets attributable to Class I shares. This expense limitation is in
effect through May 1, 2007. There can be no assurance that Pioneer will
extend the expense limitation beyond May 1, 2007.
========================= ===========================================================================================
Distribution and Class I shares of your Portfolio and Small Cap Value Portfolio are not
service (12b-1) fee subject to a Rule 12b-1 fee.
========================= ===========================================================================================
Buying shares Your Portfolio and Small Cap Value Portfolio each 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 your Portfolio and Small
Cap Value Portfolio are sold at net asset value. Investments in your Portfolio and Small
Cap Value Portfolio are credited to an insurance company's separate account or qualified
plan account, immediately upon acceptance of the investment by your Portfolio or Small
Cap Value Portfolio, respectively. The offering of shares of
========================= ===========================================================================================
22
======================================================================================================================
Pioneer Small Cap Value II VCT Portfolio Pioneer Small Cap Value VCT Portfolio
======================================================================================================================
your Portfolio or Small Cap Value Portfolio may be suspended for a period
of time, and your Portfolio and Small Cap Value Portfolio each reserves the
right to reject any specific purchase order. Purchase orders may be refused
if, in Pioneer's opinion, they are of a size or frequency that would
disrupt the management of your Portfolio or Small Cap Value Portfolio.
========================= ===========================================================================================
Selling shares Shares of your Portfolio and Small Cap Value Portfolio each will be sold at
net asset value per share next calculated after your Portfolio and Small
Cap Value Portfolio, respectively, receives the request in good order.
You may sell your shares by contacting the insurance company sponsoring
your variable contract, as described in your variable contract's
prospectus.
========================= ===========================================================================================
Comparison of Principal Risks of Investing in your Portfolio and Small Cap
Value Portfolio
Because your Portfolio and Small Cap Value Portfolio have a substantially
similar investment objective and the same primary investment policies and
strategies, they are subject to the same principal risks. You could lose money
on your investment or not make as much as if you invested elsewhere if:
o The stock market goes down (this risk may be greater in the short
term)
o Small company or value stocks fall out of favor with investors
o The Portfolio's assets remain undervalued or do not have the potential
value originally expected
Small cap risks. Your Portfolio and Small Cap Value Portfolio also have risks
associated with investing in small companies. Compared to large companies, small
companies, and the market for their equity securities, are likely to:
o Be more sensitive to changes in the economy, earnings results and
investor expectations
o Have more limited product lines and capital resources
o Experience sharper swings in market values
o Be harder to sell at the times and prices Pioneer thinks appropriate
o Offer greater potential for gain and loss
Risks of REITs. Your Portfolio and Small Cap Value Portfolio each may invest up
to 25% of its total assets in REITs. REITs are companies that invest primarily
in real estate or real estate related loans. Investing in REITs involves unique
risks. They are significantly affected by the market for real estate and are
dependent upon management skills and cash flow. In addition to its own expenses,
your Portfolio and Small Cap Value Portfolio each will in some cases indirectly
bear its proportionate share of any management and other expenses paid by REITs
in which it invests.
Market segment risks. At times, more than 25% of each of your Portfolio's and
Small Cap Value Portfolio's assets may be invested in the same market segment,
such as financials or technology. To the extent either your Portfolio or Small
Cap Value Portfolio emphasizes investments in a market segment, it will be
subject to a greater degree to the risks particular to the industries in that
segment, and may experience greater market fluctuation, than a portfolio without
the same focus. For example, industries in the financial segment, such as banks,
insurance companies, broker-dealers and REITs, may be sensitive to changes in
interest rates and general economic activity and are subject to extensive
government regulation. Industries in the technology segment, such as information
technology, communications equipment, computer hardware and software, and office
and scientific equipment, are subject to risks of rapidly evolving technology,
short product lives, rates of corporate expenditures, falling prices and
profits, competition from new market entrants, and general economic conditions.
23
Investments in your Portfolio and Small Cap Value Portfolio are not bank
deposits and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency. You could lose money by investing in
either Portfolio.
Comparison of Past Performance
Set forth below is the performance information for your Portfolio and Small Cap
Value Portfolio. The bar charts show the year-by-year performance of your
Portfolio's and Small Cap Value Portfolio's Class I shares since inception.
Small Cap Value Portfolio's Class II shares will have different returns. Your
Portfolio does not offer Class II shares. The tables show the average annual
total return of your Portfolio and Small Cap Value Portfolio over time compared
with a broad-based securities market index. Your Portfolio's and Small Cap Value
Portfolio's returns in the bar chart and table are net of annual operating
expenses, but do not reflect any additional charges and expenses that may be
imposed by the variable insurance product or the qualified retirement plan
through which you invest. If such charges and expenses were included,
performance would be lower. Past performance does not indicate future results.
Pioneer Small Cap Value II VCT Portfolio - Class I Shares *
Calendar Year Total Returns**
[THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL]
1998 -19.95
1999 15.4
2000 -6.02
2001 21.15
2002 -4.56
2003 42.78
2004 22.31
2005
* Pursuant to an agreement and plan of reorganization, your Portfolio acquired
all of the assets and those liabilities reflected in the net asset value of
Safeco Small-Cap Value Portfolio (the predecessor portfolio) on December 10,
2004. As a result of the reorganization, your Portfolio is the accounting
successor of the predecessor portfolio, which commenced operations on April 30,
1997. The performance of Class I shares of your Portfolio prior to the
reorganization includes the performance of the predecessor portfolio.
** During the period shown in the bar chart, your Portfolio's highest
quarterly return was [ ]% for the quarter ended [ ], and the lowest
quarterly return was [ ]% for the quarter ended [ ].
Pioneer Small Cap Value VCT Portfolio - Class I Shares
Calendar Year Total Returns*
[THE FOLLOWING DATA WAS REPRESENTED AS A BAR CHART IN THE PRINTED MATERIAL]
2002 -15.93
2003 35.42
2004 20.16
*During the period shown in the bar chart, Small Cap Value VCT Portfolio's
highest quarterly return was [ ]% for the quarter ended [ ], and the
lowest quarterly return was [ ]% for the quarter ended [ ].
24
Average Annual Total Returns*
(for periods ended December 31, 2005)
Since Inception
1 Year 5 Years Inception Date
Pioneer Small Cap Value II VCT Portfolio
Class I shares [ ]% [ ]% [ ]% 4/30/97(1)
Pioneer Small Cap Value VCT Portfolio
Class I shares [ ]% N/A [ ]% 11/8/01
Russell 2000 Value Index (2) [ ]% [ ]% [ ]%
(reflects no deduction for fees or expenses)
---------------
* Assumes the reinvestment of dividends and distributions, and sale of shares
at the end of the period.
(1) The inception date of the Portfolio is December 10, 2004. Pursuant to an
agreement and plan of reorganization, your Portfolio acquired all of the
assets and those liabilities reflected in the net asset value of Safeco
Small-Cap Value Portfolio (the predecessor portfolio) on December 10, 2004.
As a result of the reorganization, your Portfolio is the accounting
successor of the predecessor portfolio, which commenced operations on April
30, 1997. The performance of Class I shares of your Portfolio prior to the
reorganization includes the performance of the predecessor portfolio.
(2) The Russell 2000 Value Index is a measure of the performance of the
value-oriented stocks in the Russell 2000 Index. Small Cap Value
Portfolio's benchmark index will change from the Russell 2000 Value Index
to the Russell 2000 Index upon consummation of the closing of the
Reorganization. The Russell 2000 Index is a widely recognized measure of
performance of 2,000 issuers with small to moderate market capitalizations.
The most recent portfolio manager's discussion of your Portfolio and Small Cap
Value Portfolio is attached as Exhibit B.
Your Portfolio's and Small Cap Value Portfolio's Fees and Expenses
Shareowners of both your Portfolio and Small Cap Value Portfolio pay various
fees and expenses, either directly or indirectly. The tables below show the fees
and expenses that you would pay if you were to buy and hold shares of your
Portfolio and Small Cap Value Portfolio. The expenses in the tables appearing
below are based on the expenses of your Portfolio and Small Cap Value Portfolio
for the period ended December 31, 2005. Future expenses may be greater or less.
Shareowners of Pioneer Small Company VCT Portfolio are also being asked to
approve the Reorganization of their Portfolio into Small Cap Value Portfolio.
The tables also show (1) the pro forma expenses of the combined Portfolio
assuming the Reorganization occurred on December 31, 2005 and (2) the pro forma
expenses of the combined Portfolio assuming the Reorganization of Pioneer Small
Company VCT Portfolio also occurred on December 31, 2005.
======================================== ================== ================= ================== =================
Combined
Portfolio
(Including
Pioneer Small
Pioneer Small Pioneer Small Combined Company VCT
Cap Value II VCT Cap Value VCT Portfolio (Pro Portfolio) (Pro
Portfolio Portfolio Forma) Forma)
======================================== ================== ================= ================== =================
Shareowner transaction fees Class I Shares Class I Shares Class I Shares Class I Shares
(paid directly from your investment)
======================================== ================== ================= ================== =================
Redemption fees for shares held less None None None None
than 30 days
======================================== ================== ================= ================== =================
Sales charge or deferred sales charge None None None None
======================================== ================== ================= ================== =================
25
======================================== ================== ================= ================== =================
Pioneer Small Pioneer Small Combined Combined
Portfolio
(Including
Pioneer Small
Company VCT
Cap Value II VCT Cap Value VCT Portfolio (Pro Portfolio) (Pro
Portfolio Portfolio Forma) Forma)
======================================== ================== ================= ================== =================
Annual Portfolio operating expenses Class I Shares Class I Shares Class I Shares Class I Shares
(deducted from Portfolio assets)
(as a % of average net assets)
======================================== ================== ================= ================== =================
Management fee 0.75% 0.75% 0.75% 0.75%
======================================== ================== ================= ================== =================
Distribution and service (12b-1) fee None None None None
======================================== ================== ================= ================== =================
Other expenses [ ]% [ ]% [ ]% [ ]%
======================================== ================== ================= ================== =================
Total Portfolio operating expenses [ ]% [ ]% [ ]% [ ]%
======================================== ================== ================= ================== =================
Fee Waiver and Expense Limitation [ ]% (1) [ ]% (2) [ ]% (3) [ ]% (3)
======================================== ================== ================= ================== =================
Net Portfolio operating expenses 1.01% (1) 1.25% (2) 1.01% (3) 1.01% (3)
======================================== ================== ================= ================== =================
(1) The expenses in the table above reflect the contractual expense limitation
in effect through December 10, 2006 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 your Portfolio's
Class I expenses to 1.01% of the average daily net assets attributable to your
Portfolio's Class I shares. There can be no assurance that Pioneer will extend
the expense limitation beyond December 10, 2006.
(2) The expenses in the table above reflect the contractual expense limitation
in effect through May 1, 2007 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 Small Cap Value Portfolio's
Class I expenses to 1.25% of the average daily net assets attributable to Small
Cap Value Portfolio's Class I shares. There can be no assurance that Pioneer
will extend the expense limitation beyond May 1, 2007.
(3) The expenses in the table above reflect the contractual expense limitation
in effect through May 1, 2007 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 further reduce Small Cap Value
Portfolio's Class I shares expenses to 1.01% of the average daily net assets
attributable to Small Cap Value Portfolio's Class I shares. There can be no
assurance that Pioneer will extend the expense limitation beyond May 1, 2007.
The hypothetical example below helps you compare the cost of investing in your
Portfolio and Small Cap Value Portfolio. It assumes that: (a) you invest $10,000
in each of your Portfolio and Small Cap Value Portfolio for the time periods
shown, (b) you reinvest all dividends and distributions, (c) your investment has
a 5% return each year, (d) each of your Portfolio's and Small Cap Value
Portfolio's gross operating expenses remain the same, and (e) the expense
limitations are in effect for year one. The examples are for comparison purposes
only and are not a representation of either your Portfolio's or Small Cap Value
Portfolio's actual expenses or returns, either past or future.
======================== ===================== ====================== ===================== ======================
Combined Portfolio
(including Pioneer
Pioneer Small Cap Small Company VCT
Number of Years You Value II VCT Pioneer Small Cap Combined Portfolio Portfolio)
Own Your Shares Portfolio Value VCT Portfolio (Pro Forma) (Pro Forma)
======================== ===================== ====================== ===================== ======================
Class I Shares
======================== ===================== ====================== ===================== ======================
Year 1 $[ ] $[ ] $[ ] $[ ]
======================== ===================== ====================== ===================== ======================
Year 3 $[ ] $[ ] $[ ] $[ ]
======================== ===================== ====================== ===================== ======================
Year 5 $[ ] $[ ] $[ ] $[ ]
======================== ===================== ====================== ===================== ======================
Year 10 $[ ] $[ ] $[ ] $[ ]
======================== ===================== ====================== ===================== ======================
26
Capitalization
The following table sets forth the capitalization of your Portfolio and Small
Cap Value Portfolio as of December 31, 2005, and the pro forma combined
portfolio as of December 31, 2005. The table also sets forth the pro forma
capitalization of the combined portfolio as of December 31, 2005, assuming the
shareowners of Pioneer Small Company VCT Portfolio approve the Reorganization of
their Portfolio into Small Cap Value Portfolio.
======================= ====================== ===================== ===================== ======================
Combined Portfolio
(including Pioneer
Pioneer Small Cap Small Company VCT
Value II VCT Pioneer Small Cap Combined Portfolio Portfolio)
Portfolio Value VCT Portfolio (Pro Forma) (Pro Forma)
December 31, 2005 December 31, 2005 December 31, 2005 December 31, 2005
======================= ====================== ===================== ===================== ======================
Total Net Assets
(in millions) $[ ] $[ ] $[ ] $[ ]
======================= ====================== ===================== ===================== ======================
Class I Shares $[ ] $[ ] $[ ] $[ ]
======================= ====================== ===================== ===================== ======================
Class II Shares N/A $[ ] $[ ] $[ ]
======================= ====================== ===================== ===================== ======================
Net Asset Value Per
Share
======================= ====================== ===================== ===================== ======================
Class I Shares $[ ] $[ ] $[ ] $[ ]
======================= ====================== ===================== ===================== ======================
Class II Shares N/A $[ ] $[ ] $[ ]
======================= ====================== ===================== ===================== ======================
Shares Outstanding
======================= ====================== ===================== ===================== ======================
Class I Shares [ ] [ ] [ ] [ ]
======================= ====================== ===================== ===================== ======================
Class II Shares N/A [ ] [ ] [ ]
======================= ====================== ===================== ===================== ======================
It is impossible to predict how many shares of Small Cap Value Portfolio will
actually be received and distributed by your Portfolio on the Reorganization
date. The table should not be relied upon to determine the amount of Small Cap
Value Portfolio's shares that will actually be received and distributed.
Reasons for the Proposed Reorganization
The Trustees of your Portfolio believe that the proposed Reorganization will be
advantageous to the shareowners of your Portfolio for several reasons. The
Trustees considered the following matters, among others, in approving the
proposal.
First, the Reorganization would eliminate confusion in the marketplace caused by
having substantially similar portfolios and enhancing the potential for the
combined portfolio to achieve growth in assets. The combined portfolio may be
better positioned to attract assets than your Portfolio. After the
Reorganization, the combined portfolio's greater asset size may allow it,
relative to your Portfolio, to (i) obtain better net prices on securities
trades, and (ii) reduce per share expenses as fixed expenses are shared over a
larger asset base.
Second, Small Cap Value Portfolio offers Class II shares which are not currently
offered by your Portfolio.
Third, since the management fee rate is the same for both your Portfolio and
Small Cap Value Portfolio, there will be no increase in management fee (as a
percentage of average daily net assets) as a result of the Reorganization.
Fourth, although the historical total expenses and net expenses after taking
into account the expense limitation of your Portfolio's Class I shares are lower
than Pioneer Small Cap Value VCT Portfolio's Class I shares, it is anticipated
that the pro forma total expenses and pro forma expense ratio for the Class I
shares of the combined portfolio will be lower as a result of the
Reorganization. If the proposal to reorganize Pioneer Small Company VCT
Portfolio into Small Cap Value Portfolio is approved by the shareowners of
Pioneer Small Company VCT Portfolio, the estimated pro forma total expenses and
pro forma expense ratio will be decreased even further. In addition,
27
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
further reduce Small Cap Value Portfolio's Class I shares expenses to 1.01% of
the average daily net assets attributable to Small Cap Value Portfolio's Class I
shares through May 1, 2007. There can be no assurance that Pioneer will extend
the expense limitation beyond May 1, 2007.
Fifth, although the historical investment performance of your Portfolio is
better than Small Cap Value Portfolio's investment performance, Safeco Asset
Management managed your Portfolio for the period prior to December 10, 2004.
Therefore, your Portfolio will more closely resemble that of Small Cap Value
Portfolio over time. The Trustees considered the positive factors associated
with the Reorganization, such as greater portfolio assets and potential for
growth, to outweigh this factor.
The Trustees of your Portfolio and Small Cap Value Portfolio considered that
your Portfolio, Small Company Portfolio and Small Cap Value Portfolio would each
bear equally half of all of the expenses associated with the preparation,
printing and mailing of any shareholder communications, including this combined
Proxy Statement/Prospectus, and any filings with the SEC and other governmental
agencies in connection with the Reorganization. Pioneer will bear the balance of
these expenses. The Trustees estimate that these expenses in the aggregate will
not exceed $[ ].
The Trustees of your Portfolio and Small Cap Value Portfolio considered that the
investment adviser and principal distributor of your Portfolio and Small Cap
Value Portfolio would benefit from the Reorganization. For example, Pioneer
might achieve cost savings from managing one larger combined portfolio, which
would result in a decrease in the combined portfolio's gross expenses and a
corresponding decrease in fees waived under the current expense limit agreement.
The Trustees believe, however, that these savings will not amount to a
significant economic benefit to Pioneer or the principal distributor.
The Trustees of both your Portfolio and Small Cap Value Portfolio also
considered that the Reorganization presents an excellent opportunity for the
shareowners of your Portfolio and Small Cap Value Portfolio to become investors
in a combined portfolio that has a larger asset size than either your Portfolio
or Small Cap Value Portfolio alone without the obligation to pay commissions or
other transaction costs that a portfolio normally incurs when purchasing
securities. This opportunity provides an economic benefit to shareowners of both
your Portfolio and Small Cap Value Portfolio.
Board's Evaluation and Recommendation
For the reasons described above, the Trustees, including the Independent
Trustees, approved the Reorganization. In particular, the Trustees determined
that the Reorganization is in the best interests of your Portfolio and Small Cap
Value Portfolio. The Trustees, including the Independent Trustees, also
determined that the interests of your Portfolio and Small Cap Value Portfolio's
shareowners would not be diluted as a result of the Reorganization.
The Trustees recommend that the shareowners of your Portfolio vote FOR the
proposal to approve the Agreement and Plan of Reorganization.
28
TERMS OF EACH AGREEMENT AND PLAN OF REORGANIZATION
The Reorganizations
o Each Reorganization is scheduled to occur as of the close of business
on __________, 2006, but may occur on such later date as the parties
may agree in writing. Your Portfolio will transfer all of its assets
to Small Cap Value Portfolio, and Small Cap Value Portfolio will
assume all of your Portfolio's liabilities. This will result in the
addition of your Portfolio's assets to Small Cap Value Portfolio's
portfolio. The net asset value of your Portfolio and Small Cap Value
Portfolio will be computed as of the close of regular trading on the
New York Stock Exchange on the Closing Date of the Reorganization.
o Pioneer Small Company VCT Portfolio. Small Cap Value Portfolio will
issue to your Portfolio Class I and Class II shares with an aggregate
net asset value equal to the net assets attributable to your
Portfolio's Class I and Class II shares. As part of the liquidation of
your Portfolio, these shares will immediately be distributed to Class
I and Class II shareowners of your Portfolio in proportion to their
holdings on the closing date of the Reorganization. As a result, Class
I and Class II shareowners of your Portfolio will end up as Class I
and Class II shareowners of Small Cap Value Portfolio.
o Pioneer Small Cap Value II VCT Portfolio. Small Cap Value Portfolio
will issue to your Portfolio Class I shares with an aggregate net
asset value equal to the net assets attributable to your Portfolio's
Class I shares. As part of the liquidation of your Portfolio, these
shares will immediately be distributed to Class I shareowners of your
Portfolio in proportion to their holdings on the closing date of the
Reorganization. As a result, Class I shareowners of your Portfolio
will end up as Class I shareowners of Small Cap Value Portfolio. Your
Portfolio does not offer Class II shares and therefore, Class II
shares of Small Cap Value Portfolio will not be distributed to your
Portfolio's shareowners.
o After the shares are issued, each Portfolio will be dissolved.
o Each Reorganization will not result in any income, gain or loss being
recognized for federal income tax purposes and will not take place
unless Pioneer Variable Contracts Trust, on behalf of each Portfolio
involved in the Reorganization, receives a satisfactory opinion
concerning the tax consequences of the Reorganization from Wilmer
Cutler Pickering Hale and Dorr LLP, counsel to each Portfolio.
Agreement and Plan of Reorganization
The shareowners of your Portfolio are being asked to approve the Agreement and
Plan of Reorganization, the form of which is attached to this combined proxy
statement/prospectus as Exhibit A and incorporated herein by this reference. The
description of the Agreement and Plan of Reorganization contained herein, which
include all the material provisions of the Agreement and Plan of Reorganization,
is qualified in its entirety by the attached copy.
Conditions to Closing each Reorganization. The obligation of each Portfolio to
consummate each Reorganization is subject to the satisfaction of certain
conditions, including each Portfolio's performance of all of its obligations
under the Agreement and Plan of Reorganization, the receipt of certain documents
and financial statements from your Portfolio and the receipt of all consents,
orders and permits necessary to consummate the Reorganization (see Sections 7
and 8 of the Agreement and Plan of Reorganization). The consummation of each
Reorganization is not contingent on the consummation of the other
Reorganization.
The obligations of both Portfolios are subject to the approval of the Agreement
and Plan of Reorganization by the necessary vote of the outstanding shares of
your Portfolio, in accordance with the provisions of your Portfolio's Agreement
and Declaration of Trust and By-Laws. Each Portfolio's obligations are also
subject to the receipt of a favorable opinion of Wilmer Cutler Pickering Hale
and Dorr LLP as to the United States federal income tax consequences of each
Reorganization (see Section 7 of the Agreement and Plan of Reorganization).
Cancellation of Share Certificates. If your shares are represented by one or
more share certificates before the Closing Date of the Reorganization, all
certificates will be canceled on the Closing Date of the Reorganization, will
29
no longer evidence ownership of your Portfolio's shares and will evidence
ownership of Small Cap Value Portfolio shares. Small Cap Value Portfolio will
not issue share certificates in the Reorganization.
Termination of each Agreement and Plan of Reorganization. The Trustees of each
Portfolio and Small Cap Value Portfolio may terminate the Agreement and Plan of
Reorganization (even if the shareowners of your Portfolio have already approved
it) at any time before the Closing Date, if that Board believes in good faith
that proceeding with the Reorganization would not longer be in the best
interests of shareowners.
Expenses of the Reorganization. Your Portfolio and Small Cap Value Portfolio
will bear equally half of all the expenses incurred in connection with the
Reorganization, including the costs of printing, mailing, legal fees, audit fees
and solicitation expenses. Pioneer will bear the balance of these expenses.
TAX STATUS OF EACH REORGANIZATION
Each Reorganization will not result in any income, gain or loss being recognized
for United States federal income tax purposes and will not take place unless
Pioneer Variable Contracts Trust, on behalf of each Portfolio and Small Cap
Value Portfolio, receives a satisfactory opinion from Wilmer Cutler Pickering
Hale and Dorr LLP, counsel to Pioneer Variable Contracts Trust, substantially to
the effect that each Reorganization will be a "reorganization" within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code").
As a result, for federal income tax purposes:
o No gain or loss will be recognized by your Portfolio upon (1) the
transfer of all of its assets to Small Cap Value Portfolio as
described in this Proxy Statement/Prospectus or (2) the distribution
by your Portfolio of Small Cap Value Portfolio's shares to your
Portfolio's shareowners.
o No gain or loss will be recognized by Small Cap Value Portfolio upon
the receipt of your Portfolio's assets solely in exchange for the
issuance of Small Cap Value Portfolio shares to your Portfolio and the
assumption of your Portfolio's liabilities by Small Cap Value
Portfolio.
o The basis of the assets of your Portfolio acquired by Small Cap Value
Portfolio will be the same as the basis of those assets in the hands
of your Portfolio immediately before the transfer;
o The tax holding period of the assets of your Portfolio in the hands of
Small Cap Value Portfolio will include your Portfolio's tax holding
period for those assets;
o Shareowners will not recognize gain or loss upon the exchange of your
shares of their Portfolio solely for the shares of Small Cap Value
Portfolio as a part of the Reorganization;
o The basis of Small Cap Value Portfolio's shares received by
shareowners in the Reorganization will be the same as the basis of
their shares of your Portfolio surrendered in the exchange; and
o The tax holding period of Small Cap Value Portfolio shares that
shareowners receive will include the tax holding period of the shares
of your Portfolio surrendered in the exchange, provided that
shareowners held the shares of your Portfolio as capital assets on the
date of the exchange.
In rendering such opinions, counsel shall rely upon, among other things,
reasonable assumptions as well as representations of Pioneer Variable Contracts
Trust, on behalf of each Portfolio and Small Cap Value Portfolio.
No tax ruling has been or will be received from the Internal Revenue Service
("IRS") in connection with the Reorganization. An opinion of counsel is not
binding on the IRS or a court, and no assurance can be given that the IRS would
not assert, or a court would not sustain, a contrary position.
The foregoing consequences may not apply to certain classes of taxpayers who are
subject to special tax circumstances. You should consult your tax adviser for
the particular tax consequences to you of the Reorganizations, including the
applicability of any state, local or foreign tax laws.
30
VOTING RIGHTS AND REQUIRED VOTE
Each share of your Portfolio is entitled to one vote, and each fractional share
shall be entitled to a proportionate fractional vote. A quorum is required to
conduct business at the Meeting. With respect to each Portfolio, the presence in
person or by proxy of one-third of the outstanding shares of your Portfolio
entitled to cast votes at the Meeting will constitute a quorum with respect to
that Portfolio; however, since the proposal must be approved "by a majority of
the outstanding voting securities," as defined in the Investment Company Act, at
least 50% of the outstanding shares must be present in person or by proxy at the
Meeting to approve the proposal. For this purpose, a majority of the outstanding
shares of your Portfolio means the lesser of:
(i) 67% of the shares of the applicable Portfolio represented at the meeting, if
at least 50% of all outstanding shares of the Portfolio are represented at the
meeting, or
(ii) 50% or more of the outstanding shares of the Portfolio entitled to vote at
the meeting.
============================== ========================== ======================================================================
Shares Quorum Voting
============================== ========================== ======================================================================
In General All shares "present" in Shares "present" in person will be voted in person at the Meeting.
person or by proxy are Shares present by proxy will be voted in accordance with
counted towards a quorum. instructions.
============================== ========================== ======================================================================
Signed Proxy with no Voting Considered "present" at Voted "for" the proposal.
Instruction meeting for purposes of
(other than quorum.
Broker Non-Vote)
============================== ========================== ======================================================================
Broker Non-Vote (where the Considered "present" at Broker non-votes do not count as a vote "for" the proposal and
underlying holder had not meeting for purposes of effectively result in a vote "against" the proposal.
voted and the broker does quorum.
not have discretionary
authority to vote the shares)
============================== ========================== ======================================================================
Vote to Abstain Considered "present" at Abstentions do not constitute a vote "for" the proposal and
meeting for purposes of effectively result in a vote "against" the proposal.
quorum.
============================== ========================== ======================================================================
If the required approval of shareowners is not obtained, the meeting may be
adjourned as more fully described in this Proxy Statement/Prospectus, and your
Portfolio will continue to engage in business as a separate mutual fund and the
Board will consider what further action may be appropriate.
ADDITIONAL INFORMATION ABOUT THE PIONEER PORTFOLIOS
Investment Adviser
Pioneer serves as the investment adviser to each Pioneer Portfolio. Pioneer is
an indirect, wholly owned 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, 2005, assets under
management were approximately $187 billion worldwide, including over $48 billion
in assets under management by Pioneer. Pioneer's main office is at 60 State
Street, Boston, Massachusetts 02109. Pioneer's U.S. mutual fund investment
history includes creating one of the first mutual funds in 1928.
The Board is responsible for overseeing the performance of each of your
Portfolio's and Small Cap Value Portfolio's investment adviser and determining
whether to approve and renew the investment advisory agreement.
31
Pioneer has received an order (the "Exemptive Order") from the SEC that permits
Pioneer, subject to the approval of the Pioneer Portfolios' board of trustees,
to hire and terminate a subadviser or to materially modify an existing
subadvisory agreement for a Pioneer Portfolio without shareowner approval.
Pioneer retains the ultimate responsibility to oversee and recommend the hiring,
termination and replacement of any subadviser. To the extent that the SEC adopts
a rule that would supersede the Exemptive Order, Pioneer and the Pioneer
Portfolios intend to rely on such rule to permit Pioneer, subject to the
approval of the Pioneer Portfolios' board of trustees and any other applicable
conditions of the rule, to hire and terminate a subadviser or to materially
modify an existing subadvisory agreement for a Pioneer Portfolio without
shareowner approval.
A discussion regarding the factors considered by the Trustees in approving each
Portfolio's and Small Cap Value Portfolio's investment advisory agreement is
available in the annual report to shareowners dated December 31, 2005.
Disclosure of Portfolio Holdings
The Pioneer Portfolios' policies and procedures with respect to the disclosure
of each Portfolio's and Small Cap Value Portfolio's portfolio holdings are
describe in the Statement of Additional Information and on Pioneer's website at
www.pioneerfunds.com.
Buying, Exchanging and Selling Shares of the Pioneer Portfolios
Net Asset Values
Each Pioneer 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 Pioneer 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 Pioneer Portfolio generally values its portfolio securities using closing
market prices or readily available market quotations. When closing market prices
or market quotations are not available or are considered by Pioneer to be
unreliable, the Portfolio uses a security's fair value. All methods of
determining the value of a security used by the Portfolio, including those
discussed below, on the basis other than market value, are forms of fair value.
All valuations of securities on a fair value basis are made pursuant to
procedures adopted by the Board of Trustees. The use of fair value pricing by
the Portfolio may cause the net asset value of its hares to differ from the net
asset value that would be calculated only using market prices. For market prices
and quotations, as well as for some fair value methods, the Portfolio relies
upon securities prices provided by pricing services.
The Portfolio uses a fair value of a security, including a non-U.S. security,
when Pioneer determines that the closing market price on the primary exchange
where the security is traded no longer accurately reflects the value of the
security at the time the portfolio calculates its net asset value. This may
occur for a variety of reasons that affect either the relevant securities
markets generally or the specific issuer. For example, with respect to non-U.S.
securities held by the Portfolio, developments relating to specific events, the
securities markets or the specific issuer may occur between the time the primary
market closes and the time the Portfolio determines its net asset value. In
those circumstances when the Portfolio believes the price of the security may be
affected, the Portfolio uses the fair value of the security. 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 the portfolio
could change on a day you cannot buy or sell shares of the Portfolio.
Certain types of securities, including those discussed in this paragraph, are
priced using fair value rather than market prices. The portfolio uses a pricing
matrix to determine the value of fixed income securities that do not trade
daily. A pricing matrix is a means of valuing a debt security on the basis of
current market prices for other debt securities and historical trading patterns
in the market for fixed income securities. The Portfolio values cash equivalent
securities with remaining maturities of 60 days or less at amortized cost. To
the extent that the Portfolio invests in the shares of other registered open-end
investment companies that are not traded on an exchange (mutual funds), such
shares are valued at their published net asset values per share as reported by
the funds. The prospectuses of
32
these funds explain the circumstances under which the funds will use fair value
pricing and the effects of using fair value pricing.
Investments in Shares of the Portfolios
Each Portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purposes of funding variable annuity
and variable life insurance contracts and to qualified pension and retirement
plans. Shares of the Portfolios are sold at net asset value. 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 or qualified pension and retirement plan 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 or frequency that would disrupt the management of a
Portfolio.
Since you may not directly purchase shares of the Portfolios, you should read
the prospectus for your insurance company's variable annuity and variable life
insurance contract to learn how to purchase a variable annuity or variable life
insurance contract based on the Portfolios.
The interests of variable annuity and variable life insurance contracts and
qualified pension and retirement 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 mediums for their variable
annuity and variable life insurance contracts or that each Portfolio may offer
its shares to qualified pension and retirement 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
pension or retirement 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 pension or retirement 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 shareowners of
the Portfolio.
Insurance companies and plan fiduciaries are required to notify a Portfolio if
the tax status of their separate account or qualified pension or retirement plan
is revoked or challenged by the IRS. The Portfolio may redeem any account of any
shareowner whose qualification as a diversified segregated asset account or a
qualified pension or retirement plan satisfying the requirements of Treasury
Regulation ss.1.817-5 is revoked or challenged. The Portfolio will not treat an
investor as a qualified plan for this purpose unless the investor is among the
categories specifically enumerated in Revenue Ruling 94-62, 1994-2 C.B. 164. An
insurance company separate account or qualified pension or retirement plan whose
tax status is revoked or challenged by the IRS may be liable to the Portfolios
or Pioneer for losses incurred by the Portfolios or Pioneer as a result of such
action.
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 annuity or variable insurance
contract. Sale proceeds will normally be forwarded by bank wire to the selling
insurance company on the next business day after receipt of the sales
instructions by a Portfolio but in no event later than 7 days following receipt
of instructions. Each Portfolio may suspend transactions in shares or postpone
payment dates when trading on the New York Stock Exchange is closed or
restricted, when the SEC determines an emergency or other circumstances exist
that make it impracticable for the Portfolio to sell or value its investments.
You can obtain more free information about the Pioneer Portfolios by writing to
Pioneer Investment Management Shareowner Services, Inc., 60 State Street,
Boston, Massachusetts 02109. You may also call 1-800-225-6292.
33
Excessive Trading
Frequent trading into and out of the Portfolios can disrupt portfolio management
strategies, harm Portfolio performance by forcing the Portfolio to hold excess
cash or to liquidate certain portfolio securities prematurely and increase
expense for all investors, including long-term investors who do not generate
these costs. An investor may use short-term trading as a strategy, for example,
if the investor believes that the valuation of the Portfolio's securities for
purposes of calculating its net asset value does not fully reflect the then
current fair market value of those holdings. The Portfolios discourage, and do
not take any intentional action to accommodate, excessive and short-term trading
practices, such as market timing. Although there is no generally applied
standard in the marketplace as to what level of trading activity is excessive,
we may consider trading in a Portfolio's shares to be excessive for a variety of
reasons, such as if a variable annuity or variable life insurance contract owner
or plan participant provides instructions to the insurance company or plan
administrator for:
o The sale of shares of a Portfolio within a short period of time after
the shares were purchased;
o Two or more purchases and redemptions within a short period of time;
or
o A series of transactions that is indicative of a timing pattern or
strategy.
The Portfolios' Board has adopted policies and procedures with respect to
frequent purchases and redemptions of Portfolio shares by investors. Because the
insurance company aggregates the trading by variable annuity and variable life
insurance contract owners, we are not able to monitor trading at the variable
annuity and variable life insurance contract owner level. If we are advised by
an insurance company that a variable annuity or variable life insurance contract
owner, initiating transactions in the Portfolio through a separate account that
is the owner of record, has engaged in excessive short-term trading that we
believe may be harmful to the Portfolio, we will ask the insurance company to
restrict the variable annuity or variable life insurance contract owners from
placing further purchase orders in the Portfolio. We make seek limitations on
trading activity by qualified plans investing in a Portfolio in similar
circumstances. In determining whether to take such action, we seek to act in a
manner that is consistent with the best interests of the Portfolio's
shareowners. In order to prevent short-term trading in portfolios that primarily
invest in non-U.S. securities, these portfolios use a fair value pricing
services, as discussed under "Net Asset Value."
While we use efforts that we believe are reasonable under the circumstances to
detect excessive trading activity, there can be no assurance that our efforts
will be successful or that market timers will not employ tactics described to
evade detection. If we are not successful, the return of an investor in a
Portfolio may be adversely affected. However, we are dependent upon the
insurance companies that offer variable annuity and variable life insurance
contracts and the administrators of the qualified plans that invest in the
Portfolios to monitor and restrict such activities. Consequently, an investment
in Portfolio may involve the risk that certain investors will engage in
short-term or excessive trading.
The Portfolios may reject any purchase order before its acceptance or an order
prior to issuance of shares, or request that an insurance company or plan
administrator restrict transactions activity by a variable annuity or variable
life insurance contract owners, for any reasons, without prior notice, including
transactions that the Portfolios believes are requested on behalf of market
timers. The Portfolios reserve the right to reject any purchase request by a
qualified plan or insurance company if the Portfolios believe that any
combination of trading activity in the account or related accounts is
potentially disruptive to the Portfolios. A prospective investor whose purchase
order is rejected will not achieve the investment results, whether gain or loss,
that would have been realized if the order were accepted and an investment made
in the Portfolio. The Portfolios and their shareowners do not incur any gain or
loss as a result of a rejected order. The Portfolios may impose further
restrictions on trading activities by market timers in the future. Each
Portfolio's prospectus will be amended or supplemented to reflect any material
additional restrictions on trading activities intended to prevent excessive
trading.
Distribution Plan
The Portfolios and Pioneer Small Cap Value Portfolio have each adopted a plan of
distribution for its Class II shares in accordance with Rule 12b-1 under the
Investment Company Act. Under each plan, each Portfolio pays to Pioneer Funds
Distributor, Inc. a distribution fee of 0.25% of the average daily net assets
attributable to its Class II shares. Because these fees are an ongoing expense,
over time they increase the cost of an investment and the shares may
34
cost more than shares that are subject to other types of sales charges. Pioneer
Small Cap Value II VCT Portfolio does not presently offer its Class II shares.
Additional Dealer Compensation
The distributor or its affiliates may pay additional compensation, out of their
own assets, to certain brokerage firms and other intermediaries or their
affiliates, based on sales or assets attributable to the firm, or such other
criteria agreed to by the distributor. The firms to which payments may be made
are determined by PFD. These payments may provide an incentive, in addition to
any sales charge, to these firms to actively promote the Portfolios or cooperate
with the distributor's promotional efforts.
Distributions and Taxes
Each Portfolio generally pays any distributions of net short- and long-term
capital gains in June. Each Portfolio generally pays dividends from any net
investment income in December. Each Portfolio may also pay dividends and capital
gain distributions at other times if necessary for the Portfolio to avoid
federal income or excise tax.
Shares of each Portfolio are held by life insurance company separate accounts
that fund variable annuity or life insurance contracts or by certain qualified
plans. Owners of variable annuity and variable life insurance contracts should
read the prospectus for their 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, and should keep all statements
received from the insurance company or the Pioneer Portfolios to assist in
personal recordkeeping. Participants in a qualified plan should consult their
tax advisers regarding the tax consequences of owning and receiving
distributions or other payments relating to such plans.
Under the Code, a Portfolio's dividends and distributions of net short-term
capital gain in excess of net long-term capital loss to insurance company
separate accounts or qualified plans of net short-term capital gain in excess of
net long-term capital loss are generally are treated as ordinary income;
distributions to those accounts of net long-term capital gain in excess of net
short-term capital loss are generally treated as long-term capital gain.
Dividends and capital gain distributions are treated as received by the
insurance company or the qualified plan rather than by the owner of the variable
contract or the plan participant. Insurance companies and qualified plans should
consult their own tax advisers regarding the tax treatment of dividend and
capital gain distributions they receive from any Portfolio.
Each Portfolio is treated as a separate entity for U.S. federal income tax
purposes and has elected 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 shareowners to
qualify as a regulated investment company. As a regulated investment company,
each Portfolio generally will not be subject to U.S. federal income tax on any
net investment income and net realized capital gains that are distributed to its
shareowners as required under the Code.
In addition to the above, each Portfolio also follows certain diversification
requirements imposed by the Code on separate accounts of insurance companies
relating to the tax-deferred status of variable contracts. The failure of a
qualified plan to be or remain qualified could cause the insurance company
separate account to fail to meet such diversification requirements. More
specific information on these diversification requirements is contained in the
insurance company's separate account prospectus and the Statement of Additional
Information for the Portfolio.
35
FINANCIAL HIGHLIGHTS
The following tables show the financial performance of Pioneer Small Cap Value
VCT Portfolio's investment operations since its inception. Certain information
reflects financial results for a single Pioneer Portfolio share. "Total return"
shows how much an investment in Pioneer Small Cap Value VCT Portfolio would have
increased or decreased during each period, assuming you had reinvested all
dividends and other distributions.
The financial highlights for each fiscal year ended on or after December 31,
2002 have been audited by [ ], Pioneer Small Cap Value VCT Portfolio's
independent registered public accounting firm, whose report is included in
Pioneer Small Cap Value VCT Portfolio's annual report along with the financial
statements. For fiscal years prior to December 31, 2002, the financial
highlights of Pioneer Small Cap Value VCT Portfolio were audited by Arthur
Anderson LLP. Arthur Andersen ceased operations in 2002. The annual report is
available upon request.
PIONEER SMALL CAP VALUE VCT PORTFOLIO
FINANCIAL HIGHLIGHTS
To be filed by amendment.
36
INFORMATION CONCERNING THE MEETING
Voting by Contract Owners
Because the insurance company that issued your variable annuity or variable life
insurance contract is the owner of record of shares of the Portfolio, your vote
will instruct the insurance company how to vote the shares of the Portfolio
attributable to your contract. The insurance company will vote all of the shares
of the Portfolio which it holds that are not attributable to any contract in the
same proportion as the voting instructions received from its contract owners
with respect to the Portfolio. The insurance company will also vote those shares
for which no timely voting instruction was received from the contract owner in
the same proportion as the voting instructions timely received from its other
contract owners with respect to the Portfolio.
Solicitation of Proxies
In addition to the mailing of these proxy materials, proxies may be solicited by
telephone, by fax or in person by the Trustees and officers of your Portfolio;
by personnel of Pioneer or Pioneer Investment Management Shareholder Services,
Inc. ("PIMSS"); or by broker-dealer firms. Pioneer and its affiliates, together
with a third party solicitation firm, have agreed to provide proxy solicitation
services to your Portfolio at a cost of approximately $______. Half of the cost
of this solicitation will be borne equally by Small Company Portfolio, Small Cap
Value II Portfolio and Small Cap Value Portfolio. The balance will be borne by
Pioneer.
Householding
If you have previously given your Portfolio permission to do so, the Portfolio
may send a single proxy statement to your residence for you and any other member
of your household who has an account with the Portfolio. If you wish to revoke
your consent to this practice, you may do so by notifying your Portfolio, by
phone or in writing by using the telephone number and address on page 1 of the
Proxy Statement/Prospectus. Your Portfolio will begin mailing separate proxy
statements, prospectuses and shareholder reports to you within 30 days after
receiving your notice.
Revoking Proxies
Each shareowner of your Portfolio by signing and returning a proxy has the power
to revoke it at any time before it is exercised:
o By filing a written notice of revocation with Pioneer Investment
Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109, or
o By returning a duly executed proxy with a later date before the time
of the meeting, or
o If a shareowner has executed a proxy but is present at the meeting and
wishes to vote in person, by notifying the secretary of your Portfolio
(without complying with any formalities) at any time before it is
voted.
o Being present at the meeting alone does not revoke a previously
executed and returned proxy.
Outstanding Shares and Quorum
Only shareowners of record on ____________, 2006 (the "record date") are
entitled to notice of and to vote at the Meeting. The presence in person or by
proxy by one-third of outstanding shares of your Portfolio entitled to cast
votes at the Meeting will constitute a quorum.
As of the record date, the following number of shares of each Portfolio were
outstanding.
============================================================ ============================
Portfolio Shares Outstanding
============================================================ ============================
Pioneer Small Company VCT Portfolio
============================================================ ============================
Class I Shares [ ]
37
============================================================ ============================
Class II Shares [ ]
============================================================ ============================
Pioneer Small Cap Value II VCT Portfolio
============================================================ ============================
Class I Shares [ ]
============================================================ ============================
Other Business
Your Board knows of no business to be presented for consideration at the Meeting
other than Proposals 1(a) and 1(b). If other business is properly brought before
a Meeting, proxies will be voted according to the best judgment of the persons
named as proxies.
Adjournments
In the event that, at the time any session of the shareowner meeting is called
to order, a quorum is not present in person or by proxy, the persons named as
proxies may vote those proxies that have been received to adjourn the shareowner
meeting to a later date. In the event that a quorum is present but sufficient
votes in favor of the proposal have not been received, the persons named as
proxies may propose one or more adjournments of the shareowner meeting to permit
further solicitation of proxies with respect to such proposal. Any such
adjournment will require the affirmative vote of more than one-half of the
shares of your Portfolio present in person or by proxy at the session of the
shareowner meeting to be adjourned. The persons named as proxies will vote those
proxies that they are entitled to vote in favor of the proposal in favor of such
an adjournment and will vote those proxies required to be voted against the
proposal against any such adjournment. A shareowner vote may be taken on the
proposal in the proxy statement prior to such adjournment if sufficient votes
for its approval have been received and it is otherwise appropriate. Such vote
will be considered final regardless of whether the meeting is adjourned to
permit additional solicitation with respect to any other proposal.
Telephone and Internet Voting
In addition to soliciting proxies by mail, by fax or in person, your Portfolio
may also arrange to have votes recorded by telephone, the internet or other
electronic means. The voting procedures used in connection with such voting
methods are designed to authenticate shareowners' identities, to allow
shareowners to authorize the voting of their shares in accordance with their
instructions and to confirm that their instructions have been properly recorded.
If these procedures were subject to a successful legal challenge, such votes
would not be counted at the shareowner meeting. The Portfolios are unaware of
any such challenge at this time. In the case of telephone voting, shareowners
would be called at the phone number PIMSS has in its records for their accounts
and would be asked for their Social Security number or other identifying
information. The shareowners would then be given an opportunity to authorize
proxies to vote their shares at the meeting in accordance with their
instructions. In the case of automated telephone and internet voting,
shareowners would be required to provide their identifying information and will
receive a confirmation of their instructions.
Shareowners' Proposals
Your Portfolio is not required, and does not intend, to hold meetings of
shareowners each year. Instead, meetings will be held only when and if required.
Any shareowners desiring to present a proposal for consideration at the next
meeting for shareowners must submit the proposal in writing, so that it is
received by your Portfolio at 60 State Street, Boston, Massachusetts 02109
within a reasonable time before the meeting. The submission by a shareowner of a
proposal for inclusion in a proxy statement does not guarantee that it will be
included. Shareowner proposals are subject to certain regulations under the
federal securities laws.
Appraisal Rights
If the Reorganization of your Portfolio is approved at the Meeting, shareowners
of your Portfolio will not have the right to dissent and obtain payment of the
fair value of their shares because the exercise of appraisal rights is subject
38
to the forward pricing requirements of Rule 22c-1 under the Investment Company
Act which supersede state law. Shareowners of your Portfolio, however, have the
right to redeem their Portfolio shares at net asset value until the closing date
of the Reorganization. After the Reorganization, shareowners of your Portfolios
will hold shares of the corresponding Pioneer Small Cap Value VCT Portfolio
which may also be redeemed at net asset value.
OWNERSHIP OF SHARES OF THE PORTFOLIOS
As of __________, 2006, the Trustees and officers of each Portfolio owned in the
aggregate less than 1% of the outstanding shares of the Portfolios.
To the knowledge of each Portfolio, as of _________, 2006, the following persons
owned of record or beneficially 5% or more of the outstanding class of shares of
each Portfolio.
====================================================================================================================
Actual Percentage
Portfolio/Class Shareowner Name and Address owned
====================================================================================================================
Pioneer Small Company VCT
Portfolio
====================================================================================================================
Class I Shares
====================================================================================================================
Class II Shares
====================================================================================================================
Pioneer Small Cap Value II
VCT Portfolio
====================================================================================================================
Class I Shares
====================================================================================================================
Pioneer Small Cap Value
VCT Portfolio
====================================================================================================================
Class I Shares
====================================================================================================================
Class II Shares
====================================================================================================================
EXPERTS
The financial statements and financial highlights of each Pioneer Portfolio
incorporated by reference in the Pioneer Variable Contracts Trust's Annual
Report at and for the year ended December 31, 2005, have been audited by [ ],
independent registered public accounting firm, as set forth in their report
thereon incorporated by reference into this registration statement. Such
financial statements and financial highlights are incorporated herein by
reference in reliance on such report given on the authority of such firm as
experts in accounting and auditing.
AVAILABLE INFORMATION
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.
Each Portfolio's Statement of Additional Information and shareowner reports are
available free of charge on the funds' website at www.pioneerfunds.com.
Shareowner reports. Annual and semiannual reports to shareowners, and quarterly
reports filed with the Securities and Exchange Commission, provide information
about each Portfolio's investments. The annual report discusses
39
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 each Portfolio. It is incorporated by
reference into this prospectus.
Each Portfolio is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended and the Investment Company Act, and files
reports, proxy statements and other information with the SEC. These reports,
proxy statements and other information filed by the Portfolios and their
predecessors can be inspected and copied (for a duplication fee) at the public
reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C.
Copies of these materials can also be obtained by mail from the Public Reference
Branch, Office of Consumer Affairs and Information Services, Securities and
Exchange Commission, Washington, D.C. 20549, at prescribed rates. In addition,
copies of these documents may be viewed on-screen or downloaded from the SEC's
Internet site at http://www.sec.gov.
40
Exhibit A - Form of Agreement and Plan of Reorganization
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as
of this ___ day of April, 2006, between Pioneer Small Cap Value VCT Portfolio
(the "Acquiring Portfolio"), a series of Pioneer Variable Contracts Trust, a
Delaware statutory trust with its principal place of business at 60 State
Street, Boston, Massachusetts 02109, and [Pioneer Small Company VCT Portfolio]
[Pioneer Small Cap Value II VCT Portfolio], a series of Pioneer Variable
Contracts Trust, a Delaware statutory trust with its principal place of business
at 60 State Street, Boston, Massachusetts 02109 (the "Acquired Portfolio").
This Agreement is intended to be and is adopted as a plan of
reorganization within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of (a) the transfer of all of the assets of the
Acquired Portfolio to the Acquiring Portfolio solely in exchange for (i) the
issuance of shares of beneficial interest of each Class of shares of the
Acquiring Portfolio that corresponds to the Classes of shares of the Acquired
Portfolio equal to the net asset value ("NAV") represented by such shares
(collectively, the "Acquiring Portfolio Shares" and each, an "Acquiring
Portfolio Share") to the Acquired Portfolio, and (ii) the assumption by the
Acquiring Portfolio of all of the liabilities of the Acquired Portfolio (the
"Assumed Liabilities"), on the closing date set forth below (the "Closing
Date"), and (b) the distribution by the Acquired Portfolio, on the Closing Date,
or as soon thereafter as practicable, of the Acquiring Portfolio Shares to the
shareholders of the Acquired Portfolio in liquidation and termination of the
Acquired Portfolio, all upon the terms and conditions hereinafter set forth in
this Agreement.
WHEREAS, Acquiring Portfolio and the Acquired Portfolio are each series
of registered investment companies classified as management companies of the
open-end type, and the Acquired Portfolio owns securities that generally are
assets of the character in which the Acquiring Portfolio is permitted to invest;
WHEREAS, the Acquiring Portfolio is authorized to issue shares of
beneficial interest;
WHEREAS, the Board of Trustees of Pioneer Variable Contracts Trust, on
behalf of the Acquiring Portfolio, has determined that the exchange of all of
the assets of the Acquired Portfolio for Acquiring Portfolio Shares and the
assumption of the Assumed Liabilities of the Acquired Portfolio by the Acquiring
Portfolio are in the best interests of the Acquiring Portfolio shareholders;
WHEREAS, the Board of Trustees of Pioneer Variable Contracts Trust, on
behalf of the Acquired Portfolio, has determined that the exchange of all of the
assets of the Acquired Portfolio for Acquiring Portfolio Shares and the
assumption of the Assumed Liabilities of the Acquired Portfolio by the Acquiring
Portfolio are in the best interests of the Acquired Portfolio shareholders.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
A-1
1. TRANSFER OF ASSETS OF THE ACQUIRED PORTFOLIO IN EXCHANGE FOR THE ACQUIRING
PORTFOLIO SHARES AND ASSUMPTION OF THE ASSUMED LIABILITIES AND LIQUIDATION
AND TERMINATION OF THE ACQUIRED PORTFOLIO.
1.1 Subject to the terms and conditions set forth in this Agreement and on
the basis of the representations and warranties contained in this Agreement, the
Acquired Portfolio agrees to transfer its assets as set forth in paragraph 1.2
to the Acquiring Portfolio free and clear of all liens and encumbrances (other
than those arising under the Securities Act of 1933, as amended (the "Securities
Act"), liens for taxes not yet due and payable or being contested in good faith
and contractual restrictions on the transfer of the acquired assets), and the
Acquiring Portfolio agrees in exchange therefore: (a) to issue to the Acquired
Portfolio the number of Acquiring Portfolio Shares of each Class, including
fractional Acquiring Portfolio Shares, determined (to at least two decimal
places) by dividing the value of the Acquired Portfolio's net assets
attributable to a Class of shares and transferred to the Acquiring Portfolio,
computed in the manner and as of the time and date set forth in paragraph 2.1,
by the NAV of one Acquiring Portfolio Share of the applicable Class, computed in
the manner and as of the time and date set forth in paragraph 2.2; and (b) to
assume the Assumed Liabilities, as set forth in paragraph 1.3. Such transactions
shall take place at the closing provided for in paragraph 3.1 (the "Closing").
1.2 (a) The assets of the Acquired Portfolio to be acquired by the
Acquiring Portfolio shall consist of all of the Acquired Portfolio's property,
including, without limitation, all portfolio securities and instruments,
dividends and interest receivables, cash, goodwill, contractual rights of the
Acquired Portfolio all other intangible property owned by the Acquired Portfolio
and originals or copies of all books and records of the Acquired Portfolio.
(b) The Acquired Portfolio has provided the Acquiring Portfolio with a
list of all of the Acquired Portfolio's securities and other assets as of the
date of this Agreement. The Acquired Portfolio reserves the right to sell any of
these securities (except to the extent sales may be limited by representations
of the Acquired Portfolio made in connection with the issuance of the tax
opinion provided for in paragraph 9.5 hereof) but will not, without the prior
approval of the Acquiring Portfolio, acquire any additional securities other
than securities of the type in which the Acquiring Portfolio is permitted to
invest and shall not acquire, without the consent of the Acquiring Portfolio,
any securities that are valued at "fair value" under the valuation procedures of
either the Acquired Portfolio or the Acquiring Portfolio.
1.3 The Acquired Portfolio will endeavor to discharge all the Acquired
Portfolio's known liabilities and obligations that are or will become due prior
to the Closing Date. The Acquired Portfolio shall prepare an unaudited statement
of assets and liabilities (the "Closing Statement"), as of the Valuation Date
(as defined in paragraph 2.1), in accordance with GAAP consistently applied from
the prior audited period, including a calculation of the net assets of the
Acquired Portfolio as of the close of business on the Closing Date. The
Acquiring Portfolio shall assume the Assumed Liabilities.
1.4 On the Closing Date or as soon thereafter as is practicable, the
Acquired Portfolio shall liquidate and distribute pro rata to the Acquired
Portfolio's shareholders of record
A-2
determined as of the close of business on the Closing Date (the "Acquired
Portfolio Shareholders") the Acquiring Portfolio Shares it receives pursuant to
paragraph 1.1. Such liquidation and distribution will be accomplished by the
Acquired Portfolio instructing the Acquiring Portfolio to transfer the Acquiring
Portfolio Shares then credited to the account of the Acquired Portfolio on the
books of the Acquiring Portfolio to open accounts on the share records of the
Acquiring Portfolio in the names of the Acquired Portfolio Shareholders (as
provided to the Acquiring Portfolio by the Acquired Portfolio) and representing
the respective pro rata number of the Acquiring Portfolio Shares due such
shareholders. The Acquired Portfolio shall promptly provide the Acquiring
Portfolio with evidence of such liquidation and distribution. All issued and
outstanding shares of the Acquired Portfolio will simultaneously be cancelled on
the books of the Acquired Portfolio, although share certificates representing
interests in the Acquired Portfolio will represent a number of Acquiring
Portfolio Shares after the Closing Date as determined in accordance with
paragraph 1.1. The Acquiring Portfolio shall not issue certificates representing
the Acquiring Portfolio Shares in connection with such exchange.
1.5 Ownership of Acquiring Portfolio Shares will be shown on the books of
the Acquiring Portfolio's transfer agent. Acquiring Portfolio Shares will be
issued in the manner described in the Acquiring Portfolio's Registration
Statement on Form N-14 in the form attached to this Agreement as Annex A.
1.6 Any transfer taxes payable upon issuance of the Acquiring Portfolio
Shares in a name other than the registered holder of the Acquired Portfolio
shares on the books of the Acquired Portfolio as of the time of issuance shall,
as a condition of such issuance and transfer, be paid by the person to whom such
Acquiring Portfolio Shares are to be issued and transferred.
1.7 Any reporting responsibility of the Acquired Portfolio with respect to
the Acquired Portfolio is and shall remain the responsibility of the Acquired
Portfolio up to and including the Closing Date and such later date on which the
Acquired Portfolio is terminated.
1.8 The Acquired Portfolio shall, following the Closing Date and the making
of all distributions pursuant to paragraph 1.4, be terminated under the laws of
the State of Delaware and in accordance with the Declaration of Trust and
By-Laws of Pioneer Variable Contracts Trust.
2. VALUATION
2.1 The value of the assets of the Acquired Portfolio to be acquired by the
Acquiring Portfolio hereunder shall be the value of such assets computed as of
the close of regular trading on the New York Stock Exchange, Inc. on the Closing
Date (such time and date being hereinafter called the "Valuation Date"), using
the valuation procedures set forth in the prospectus or statement of additional
information of the Acquired Portfolio as in effect on the date hereof.
2.2 The NAV of the Acquiring Portfolio Shares shall be calculated in
accordance with the valuation procedures described in paragraph 2.1.
A-3
2.3 All computations of value shall be made by Pioneer Investment
Management, Inc., or its agent, in accordance with its regular practice as
pricing agent for the Acquired Portfolio.
3. CLOSING AND CLOSING DATE
3.1 The Closing Date shall be April ___, 2006, or such later date as the
parties may agree to in writing. All acts taking place at the Closing shall be
deemed to take place simultaneously as of the close of business on the Closing
Date unless otherwise provided. The Closing shall be held as of 5:00 p.m.
(Eastern time) at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60
State Street, Boston, Massachusetts, or at such other time and/or place as the
parties may agree.
3.2 Portfolio securities shall be presented by the Acquired Portfolio to
Brown Brothers Harriman & Co. ("BBH") as custodian for the Acquiring Portfolio
for examination no later than three business days preceding the Valuation Date.
The Acquiring Portfolio may, in its sole discretion, reject any securities if it
reasonably believes that the ownership of such securities by the Acquired
Portfolio or the acquisition of such securities by the Acquiring Portfolio would
violate the investment policies and restrictions of the Acquired Portfolio and
the Acquiring Portfolio. The portfolio securities, cash and due bills shall be
delivered by the Acquired Portfolio to BBH as custodian for the Acquiring
Portfolio for the account of the Acquiring Portfolio at the Closing duly
endorsed in proper form for transfer in such condition as to constitute good
delivery thereof in accordance with the custom of brokers. The cash shall be
delivered by wire in federal funds to an account of the Acquiring Portfolio
specified by the Acquiring Portfolio.
3.3 BBH, custodian for the Acquired Portfolio, shall deliver at or as soon
as possible after the Closing a certificate of an authorized officer stating
that: (a) the Acquired Portfolio's assets have been delivered in proper form to
the Acquiring Portfolio on the Closing Date and (b) all necessary transfer taxes
including all applicable federal and state stock transfer stamps, if any, have
been paid, or provision for payment shall have been made, in conjunction with
the delivery of portfolio securities.
3.4 In the event that on the Valuation Date (a) the primary trading market
for portfolio securities of the Acquired Portfolio shall be closed to trading or
trading thereon shall be restricted or (b) trading or the reporting of trading
on such market shall be disrupted so that accurate calculation based upon
available market prices of the value of the net assets of the parties hereto is
impracticable, the Closing Date shall be postponed until the first business day
after the day when trading shall have been fully resumed and reporting shall
have been restored, provided that unless the parties otherwise agree, if the
transactions contemplated by this Agreement shall not have occurred on or prior
to __________, 200__, each party's obligations under this Agreement shall
terminate without liability to the other party, except for any liability that
may arise out of a party's breach of its obligations under this Agreement prior
to such termination.
3.5 The Acquired Portfolio shall deliver to the Acquiring Portfolio at the
Closing (or, if not reasonably available at the Closing, as soon as practicable
thereafter) a list of the names, addresses, taxpayer identification numbers and
backup withholding and nonresident alien
A-4
withholding status of the Acquired Portfolio Shareholders and the number and
percentage ownership of outstanding shares owned by each such shareholder
immediately prior to the Closing, certified by the President, Executive Vice
President or Treasurer of the Acquired Portfolio as being an accurate record of
the information (i) provided by Acquired Portfolio Shareholders or (ii) derived
from the Acquired Portfolio's records by such officers or one of the Acquired
Portfolio's service providers.
3.6 The Acquiring Portfolio shall issue and deliver a confirmation
evidencing the Acquiring Portfolio Shares to be credited to the Acquired
Portfolio's account on the Closing Date to the Secretary of the Acquired
Portfolio, or provide evidence satisfactory to the Acquired Portfolio that such
Acquiring Portfolio Shares have been credited to the Acquired Portfolio's
account on the books of the Acquiring Portfolio. At the Closing, each party
shall deliver to the other such bills of sale, checks, assignments, share
certificates, if any, receipts or other documents as such other party or its
counsel may reasonably request.
4. LIQUIDATION AND TERMINATION OF ACQUIRED PORTFOLIO
4.1 As soon as practicable after the Closing, the Acquired Portfolio shall
liquidate the Acquired Portfolio and distribute pro rata to the Acquired
Portfolio Shareholders the Acquiring Portfolio Shares received pursuant to
paragraph 1.1. Such liquidation and distribution will be accomplished by the
transfer of the Acquiring Portfolio Shares credited to the account of the
Acquired Portfolio to open accounts on the share records in the names of
Acquired Portfolio Shareholders as delivered to the Acquiring Portfolio prior to
the Closing Date in accordance with paragraph 3.5 and representing the
respective pro rata entitlement of each Acquired Portfolio Shareholder in the
Acquiring Portfolio Shares of the corresponding Class held by the Acquired
Portfolio Shareholder at the time of the Closing.
4.2 In connection with such liquidating distributions, (a) the Acquiring
Portfolio shall not deliver certificates representing its shares and (b) the
share transfer books of the Acquired Portfolio shall be permanently closed as of
the Closing Date and arrangements satisfactory to the Acquiring Portfolio,
acting reasonably, shall be made to restrict the further transfer of the
Acquired Portfolio's shares.
4.3 As soon as practicable after the liquidation of the Acquired Portfolio,
the Acquired Portfolio shall terminate its existence as a statutory trust under
the laws of the State of Delaware and in accordance with the Declaration of
Trust and By-Laws of the Acquired Portfolio.
5. REPRESENTATIONS AND WARRANTIES
5.1 The Acquired Portfolio represents and warrants to the Acquiring
Portfolio, which representations and warranties will be true and correct on the
date hereof and on the Closing Date as though made on and as of the Closing
Date, as follows:
(a) The Acquired Portfolio is a series of a statutory trust validly
existing and in good standing under the laws of the State of Delaware and has
the power to own all of its properties and assets and, subject to approval by
the Acquired Portfolio Shareholders, to perform
A-5
its obligations under this Agreement. The Acquired Portfolio is not required to
qualify to do business in any jurisdiction in which it is not so qualified or
where failure to qualify would not subject it to any material liability or
disability. The Acquired Portfolio has all necessary federal, state and local
authorizations to own all of its properties and assets and to carry on its
business as now being conducted;
(b) The Acquired Portfolio is a series of a registered investment
company classified as a management company of the open-end type, and its
registration with the Securities and Exchange Commission (the "Commission")
under the Investment Company Act of 1940 (the "Investment Company Act") is in
full force and effect;
(c) The Acquired Portfolio is not, and the execution, delivery and
performance of this Agreement in respect of the Acquired Portfolio will not
result, in a material violation of its Declaration of Trust or By-Laws or of any
material agreement, indenture, instrument, contract, lease or other undertaking
with respect to the Acquired Portfolio to which the Acquired Portfolio is a
party or by which the Acquired Portfolio or its assets are bound;
(d) Except as specifically disclosed on Schedule 5.1(d) or included in
the calculation of NAV on the Valuation Date, the Acquired Portfolio has no
material contracts or other commitments (other than this Agreement) with respect
to the Acquired Portfolio which will be terminated with liability to either the
Acquired Portfolio or to the Acquired Portfolio on or prior to the Closing Date;
(e) No litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or to its knowledge
threatened against the Acquired Portfolio or any of the Acquired Portfolio's
properties or assets, except as previously disclosed in writing to, and
acknowledged in writing by, the Acquiring Portfolio. The Acquired Portfolio is
not a party to or subject to the provisions of any order, decree or judgment of
any court or governmental body which materially and adversely affects the
Acquired Portfolio's business or the Acquired Portfolio's ability to consummate
the transactions herein contemplated;
(f) The statement of assets and liabilities of the Acquired Portfolio
as of December 31, 2005 has been audited by Ernst & Young LLP, independent
registered public accounting firm, has been prepared in accordance with GAAP
consistently applied and fairly reflects the financial condition of the Acquired
Portfolio as of such date; except for the Assumed Liabilities, the Acquired
Portfolio will not have any known or contingent liabilities on the Closing Date;
(g) Since December 31, 2005, except as disclosed on a schedule to this
Agreement or specifically disclosed in the Acquired Portfolio's prospectus or
statement of additional information as in effect on the date of this Agreement,
there has not been any material adverse change in the Acquired Portfolio's
financial condition, assets, liabilities, business or prospects, or any
incurrence by the Acquired Portfolio of indebtedness, except for normal
contractual obligations incurred in the ordinary course of business or in
connection with the settlement of purchases and sales of portfolio securities.
For the purposes of this subparagraph (g), a decline in NAV per share of the
Acquired Portfolio arising out of its normal investment
A-6
operations or a decline in net assets of the Acquired Portfolio as a result of
redemptions shall not constitute a material adverse change;
(h) (A) For each taxable year of its operation, the Acquired Portfolio
has met the requirements of Subchapter M of the Code for qualification and
favorable tax treatment as a regulated investment company and will qualify as
such as of the Closing Date with respect to its taxable year ending on the
Closing Date. The Acquired Portfolio has not taken any action, or failed to take
any action, which has caused or will cause the Acquired Portfolio to fail to
qualify for such favorable tax treatment as a regulated investment company under
the Code. The Acquired Portfolio has not been notified that any tax return or
other filing of the Acquired Portfolio has been reviewed or audited by any
federal, state, local or foreign taxing authority. To the knowledge of the
Acquired Portfolio, (i) the Acquired Portfolio does not have, and has not ever
had, any shareholder that is not a segregated asset account within the meaning
of Treasury Regulation Section 1.817-5(e) or an entity referred to in (and
holding its shares in compliance with the terms of) Treasury Regulation Section
1.817-5(f)(3)(i), (ii), or (iii); (ii) no public investor is participating or
has ever participated in the Acquired Portfolio through such a segregated
account other than through purchase or a variable contract within the meaning of
Treasury Regulation Section 1.817-5(f)(2)(i)(B); and (iii) the Acquired
Portfolio satisfies, and at all times during its existence has satisfied, the
diversification requirements contained in Treasury Regulation Section
1.817-5(b)(1), (2), or (3);
(B) The Acquired Portfolio shall have filed all federal, state
and local tax returns required by law to be filed, including all information
returns and payee statements, and all tax returns for foreign countries,
provinces and other governing bodies that have jurisdiction to levy taxes upon;
(C) The Acquired Portfolio shall have paid all taxes, interest,
penalties, assessments and deficiencies which have become due or which have been
claimed to be due or provision shall have been made for the payment thereof;
(D) All tax returns filed or to be filed by the Acquired
Portfolio shall constitute complete and accurate reports of the respective tax
liabilities of the Acquired Portfolio or, in the case of information returns and
payee statements, the amounts required to be reported accurately set forth all
material items required to be included or reflected in such returns;
(E) The Acquired Portfolio has not and will not have waived or
extended any applicable statute of limitations relating to the assessment of
federal, state, local or foreign taxes; and
(F) The Acquired Portfolio has not been notified that any
examinations of the federal, state, local or foreign tax returns of the Acquired
Portfolio are currently in progress or threatened and no deficiencies have been
asserted or assessed against the Acquired Portfolio as a result of any audit by
the Internal Revenue Service or any state, local or foreign taxing authority,
and no such deficiency has been proposed or threatened;
(i) All issued and outstanding shares of the Acquired Portfolio are,
and at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable. To
A-7
the Acquired Portfolio's knowledge, all of the issued and outstanding shares of
the Acquired Portfolio will, at the time of Closing, be held of record by the
persons and in the amounts set forth in the records of the transfer agent as
provided in paragraph 3.5. The Acquired Portfolio does not have outstanding any
options, warrants or other rights to subscribe for or purchase any shares of the
Acquired Portfolio, nor is there outstanding any security convertible into any
shares of the Acquired Portfolio;
(j) At the Closing Date, the Acquired Portfolio will have good and
marketable title to the assets to be transferred to the Acquiring Portfolio
pursuant to paragraph 1.1 and full right, power and authority to sell, assign,
transfer and deliver such assets hereunder, and, upon delivery and payment for
such assets, the Acquiring Portfolio will acquire good and marketable title
thereto, subject to no restrictions on the full transfer thereof, except such
restrictions as might arise under the Securities Act, other than as disclosed in
writing to, and acknowledged in writing by, the Acquiring Portfolio;
(k) The Acquired Portfolio has the power and authority to enter into
and perform its obligations under this Agreement. The execution, delivery and
performance of this Agreement has been duly authorized by all necessary action
on the part of the Acquired Portfolio's Board of Trustees, and, subject to the
approval of the Acquired Portfolio Shareholders, assuming due authorization,
execution and delivery by the Acquiring Portfolio, this Agreement will
constitute a valid and binding obligation of the Acquired Portfolio, enforceable
in accordance with its terms, subject as to enforcement, to bankruptcy,
insolvency, reorganization, moratorium and other laws relating to or affecting
creditors' rights and to general equity principles;
(l) Any information furnished by the Acquired Portfolio for use in
registration statements, proxy materials and any information necessary to
compute the total return of the Acquired Portfolio shall be accurate and
complete in all material respects and shall comply in all material respects with
federal securities and other laws and regulations applicable thereto or the
requirements of any form for which its use is intended;
(m) The proxy statement to be included in the Acquiring Portfolio's
Registration Statement on Form N-14 (other than information therein that relates
to Pioneer Investment Management, Inc., the Acquiring Portfolio or their
affiliates) will, on the effective date of that Registration Statement and on
the Closing Date, not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading;
(n) Except as set forth on Schedule 5.1 and as will be obtained on or
prior to the Closing Date, no consent, approval, authorization or order of any
court or governmental authority is required for the consummation by the Acquired
Portfolio of the transactions contemplated by this Agreement;
(o) To the Acquired Portfolio's knowledge, all of the issued and
outstanding shares of beneficial interest of the Acquired Portfolio have been
offered for sale and sold in conformity with all applicable federal and state
securities laws;
A-8
(p) The Acquired Portfolio currently complies in all material respects
with and since its organization has complied in all material respects with the
requirements of, and the rules and regulations under, the Investment Company
Act, the Securities Act, the Securities Exchange Act of 1934 (the "Exchange
Act"), state "Blue Sky" laws and all other applicable federal and state laws or
regulations. The Acquired Portfolio currently complies in all material respects
with, and since its organization has complied in all material respects with, all
investment objectives, policies, guidelines and restrictions and any compliance
procedures established by the Acquired Portfolio with respect to the Acquired
Portfolio. All advertising and sales material used by the Acquired Portfolio
complies in all material respects with and has complied in all material respects
with the applicable requirements of the Securities Act, the rules and
regulations of the Commission, and, to the extent applicable, the Conduct Rules
of the National Association of Securities Dealers, Inc. (the "NASD") and any
applicable state regulatory authority. All registration statements,
prospectuses, reports, proxy materials or other filings required to be made or
filed with the Commission, the NASD or any state securities authorities by the
Acquired Portfolio have been duly filed and have been approved or declared
effective, if such approval or declaration of effectiveness is required by law.
Such registration statements, prospectuses, reports, proxy materials and other
filings under the Securities Act, the Exchange Act and the Investment Company
Act (i) are or were in compliance in all material respects with the requirements
of all applicable statutes and the rules and regulations thereunder and (ii) do
not or did not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
false or misleading;
(q) The Acquired Portfolio has previously provided to the Acquiring
Portfolio (and will at the Closing provide an update through the Closing Date of
such information) with data which supports a calculation of the Acquired
Portfolio's total return and yield for all periods since the organization of the
Acquired Portfolio. Such data has been prepared in accordance in all material
respects with the requirements of the Investment Company Act and the regulations
thereunder and the rules of the NASD; and
(r) The prospectus of the Acquired Portfolio dated May 1, 2005, and any
amendments or supplements thereto, previously furnished to the Acquiring
Portfolio, did not as of their dates or the dates of their distribution to the
public contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which such statements were made,
not misleading.
(s) The Acquired Portfolio Tax Representation Certificate to be
delivered by the Acquired Portfolio to the Acquiring Portfolio and Wilmer Cutler
Pickering Hale and Dorr LLP at the Closing pursuant to paragraph 8.4 (the
"Acquired Portfolio Tax Representation Certificate") will not on the Closing
Date contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein not misleading.
5.2 The Acquiring Portfolio represents and warrants to the Acquired
Portfolio, which representations and warranties will be true and correct on the
date hereof and on the Closing Date as though made on and as of the Closing
Date, as follows:
A-9
(a) The Acquiring Portfolio is a series of a statutory trust, validly
existing and in good standing under the laws of the State of Delaware and has
the power to own all of its properties and assets and to perform its obligations
under this Agreement. The Acquiring Portfolio is not required to qualify to do
business in any jurisdiction in which it is not so qualified or where failure to
qualify would not subject it to any material liability or disability. The
Acquiring Portfolio has all necessary federal, state and local authorizations to
own all of its properties and assets and to carry on its business as now being
conducted;
(b) The Acquiring Portfolio is a series of a registered investment
company classified as a management company of the open-end type, and its
registration with the Commission as an investment company under the Investment
Company Act is in full force and effect;
(c) The prospectus and statement of additional information of the
Acquiring Portfolio included in the Acquiring Portfolio's registration statement
that will be in effect on the Closing Date will conform in all material respects
with the applicable requirements of the Securities Act and the Investment
Company Act and the rules and regulations of the Commission thereunder and will
not as of its date and as of the Closing Date contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading;
(d) The Acquiring Portfolio is not, and its execution, delivery and
performance of this Agreement will not result, in violation of its Agreement and
Declaration of Trust or By-Laws or in material violation of any agreement,
indenture, instrument, contract, lease or other undertaking with respect to the
Acquiring Portfolio to which it is a party or by which it is bound;
(e) No litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or threatened against
the Acquiring Portfolio or any of the Acquiring Portfolio's properties or
assets, except as previously disclosed in writing to, and acknowledged in
writing by, the Acquired Portfolio. The Acquiring Portfolio knows of no facts
which might form the basis for the institution of such proceedings, and the
Acquiring Portfolio is not a party to or subject to the provisions of any order,
decree or judgment of any court or governmental body which materially and
adversely affects the Acquiring Portfolio's business or its ability to
consummate the transactions contemplated herein;
(f) The Acquiring Portfolio has the power and authority to enter into
and perform its obligations under this Agreement. The execution, delivery and
performance of this Agreement has been duly authorized by all necessary action,
if any, on the part of the Acquiring Portfolio's Board of Trustees, and,
assuming due authorization, execution and delivery by the Acquired Portfolio,
this Agreement will constitute a valid and binding obligation of the Acquiring
Portfolio, enforceable in accordance with its terms, subject as to enforcement,
to bankruptcy, insolvency, reorganization, moratorium and other laws relating to
or affecting creditors' rights and to general equity principles;
(g) The Acquiring Portfolio Shares to be issued and delivered to the
Acquired Portfolio, for the account of the Acquired Portfolio Shareholders,
pursuant to the terms of this
A-10
Agreement, will at the Closing Date have been duly authorized and, when so
issued and delivered, will be duly and validly issued Acquiring Portfolio Shares
and will be fully paid and non-assessable; the Acquiring Portfolio does not have
outstanding any options, warrants or other rights to subscribe for or purchase
any Acquiring Portfolio Shares, nor is there outstanding any security
convertible into any of the Acquiring Portfolio Shares;
(h) The information to be furnished by the Acquiring Portfolio for use
in proxy materials and other documents which may be necessary in connection with
the transactions contemplated hereby shall be accurate and complete in all
material respects and shall comply in all material respects with federal
securities and other laws and regulations applicable thereto or the requirements
of any form for which its use is intended;
(i) (A) For each taxable year of its operation, the Acquiring Portfolio
has met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company and has elected to be treated as
such and will qualify as such as of the Closing Date. The Acquiring Portfolio
has not taken any action which has caused or will cause the Acquiring Portfolio
to fail to qualify as a regulated investment company under the Code. The
Acquiring Portfolio has not been notified that any tax return or other filing of
the Acquiring Portfolio has been reviewed or audited by any federal, state,
local or foreign taxing authority. To the knowledge of the Acquiring Portfolio,
(i) the Acquiring Portfolio does not have, and has not ever had, any shareholder
that is not a segregated asset account within the meaning of Treasury Regulation
Section 1.817-5(e) or an entity referred to in (and holding its shares in
compliance with the terms of) Treasury Regulation Section 1.817-5(f)(3)(i),
(ii), or (iii); (ii) no public investor is participating or has ever
participated in the Acquiring Portfolio through such a segregated asset account
other than through the purchase of a variable contract within the meaning of
Treasury Regulation Section 1.817-5(f)(2)(i)(B); and (iii) the Acquiring
Portfolio satisfies, and at all times during its existence has satisfied, the
diversification requirements contained in Treasury Regulation Section
1.817-5(b)(1), (2), or (3);
(B) The Acquiring Portfolio shall have filed all federal, state and
local tax returns required to be filed, including all information returns and
payee statements, and all tax returns for foreign countries, provinces and other
governing bodies that have jurisdiction to levy taxes upon it;
(C) The Acquiring Portfolio shall have paid all taxes, interest,
penalties, assessments and deficiencies which have become due or which have been
claimed to be due or provision shall have been made for the payment thereof;
(D) All tax returns filed or to be filed by the Acquiring Portfolio
shall constitute complete and accurate reports of the respective tax liabilities
of the Acquiring Portfolio or, in the case of information returns and payee
statements, the amounts required to be reported accurately set forth all
material items required to be included or reflected in such returns;
(E) The Acquiring Portfolio has not and will not have waived or
extended any applicable statute of limitations relating to the assessment of
federal, state, local or foreign taxes; and
A-11
(F) The Acquiring Portfolio has not been notified that any
examinations of the federal, state, local or foreign tax returns of the
Acquiring Portfolio are currently in progress or threatened and no deficiencies
have been asserted or assessed against the Acquiring Portfolio as a result of
any audit by the Internal Revenue Service or any state, local or foreign taxing
authority, and no such deficiency has been proposed or threatened;
(j) Immediately prior to the Closing, the Acquiring Portfolio will be
in compliance in all material respects with all applicable laws, rules and
regulations, including, without limitation, the Investment Company Act, the
Securities Act, the Exchange Act and all applicable state securities laws.
Immediately prior to the Closing, the Acquiring Portfolio will be in compliance
in all material respects with the applicable investment policies and
restrictions set forth in its registration statement currently in effect and
will have calculated its NAV in accordance with the Acquiring Portfolio's
registration statement;
(k) The Acquiring Portfolio Shares to be issued pursuant to this
Agreement shall on the Closing Date be duly registered under the Securities Act
by a Registration Statement on Form N-14 of the Acquiring Portfolio then in
effect and qualified for sale under the applicable state securities laws; and
(l) The Acquiring Portfolio Shares to be issued pursuant to this
Agreement are duly authorized and on the Closing Date will be validly issued and
fully paid and non-assessable and will conform in all material respects to the
description thereof contained in the Acquiring Portfolio's Registration
Statement on Form N-14. On the Closing Date, the Acquiring Portfolio shall not,
except as provided herein, have outstanding any warrants, options, convertible
securities or any other type of right pursuant to which any person could acquire
Acquiring Portfolio Shares.
(m) The Acquiring Portfolio Tax Representation Certificate to be
delivered by the Acquiring Portfolio to the Acquired Portfolio and Wilmer Cutler
Pickering Hale and Dorr LLP at Closing pursuant to paragraph 7.3 (the "Acquiring
Portfolio Tax Representation Certificate") will not on the Closing Date contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein not misleading.
6. COVENANTS OF EACH OF THE PARTIES
6.1 The Acquired Portfolio will operate its business in the ordinary course
between the date hereof and the Closing Date. It is understood that such
ordinary course of business will include the declaration and payment of
customary dividends and distributions and any other dividends and distributions
necessary or advisable (except to the extent distributions that are not
customary may be limited by representations made in connection with the issuance
of the tax opinion described in paragraph 9.5 hereof), in each case payable
either in cash or in additional shares.
6.2 The Acquired Portfolio will call a meeting of the Acquired Portfolio
Shareholders to consider and act upon the matters set forth in the proxy
statement. Each of the Acquired Portfolio and the Acquiring Portfolio will use
reasonable efforts to promptly prepare and file
A-12
with the Commission a Registration Statement on Form N-14 relating to the
transactions contemplated by this Agreement.
6.3 The Acquired Portfolio covenants that the Acquiring Portfolio Shares to
be issued hereunder are not being acquired for the purpose of making any
distribution thereof other than in accordance with the terms of this Agreement.
6.4 The Acquired Portfolio will assist the Acquiring Portfolio in obtaining
such information as the Acquiring Portfolio reasonably requests concerning the
beneficial ownership of the Acquired Portfolio's shares.
6.5 Subject to the provisions of this Agreement, each of the Acquired
Portfolio and the Acquiring Portfolio will take, or cause to be taken, all
actions, and do or cause to be done, all things reasonably necessary, proper or
advisable to consummate and make effective the transactions contemplated by this
Agreement.
6.6 The Acquired Portfolio shall furnish to the Acquiring Portfolio on the
Closing Date the Closing Statement, which statement shall be prepared in
accordance with GAAP consistently applied and shall be certified by the Acquired
Portfolio's Treasurer or Assistant Treasurer. As promptly as practicable, but in
any case within 90 days after the Closing Date, the Acquired Portfolio shall
furnish to the Acquiring Portfolio, in such form as is reasonably satisfactory
to the Acquiring Portfolio, a statement of the earnings and profits of the
Acquired Portfolio for federal income tax purposes, and of any capital loss
carryovers and other items that will be carried over to the Acquiring Portfolio
as a result of Section 381 of the Code, and which statement will be certified by
the Treasurer of the Acquired Portfolio.
6.7 The Acquired Portfolio shall provide the Acquiring Portfolio with
information reasonably necessary for the preparation of a prospectus, which will
include the proxy statement, referred to in paragraph 5.1(m), all to be included
in the Acquiring Portfolio's Registration Statement on Form N-14, in compliance
with the Securities Act, the Exchange Act and the Investment Company Act in
connection with the meeting of the Acquired Portfolio Shareholders to consider
approval of this Agreement and the transactions contemplated herein.
6.8 The Acquired Portfolio shall maintain errors and omissions insurance
covering management of the Acquired Portfolio prior to and including the Closing
Date.
6.9 Neither the Acquired Portfolio not the Acquiring Portfolio shall take
any action that is inconsistent with the representations set forth in, with
respect to the Acquired Portfolio, the Acquired Portfolio Tax Representation
Certificate, and with respect to the Acquiring Portfolio, the Acquiring
Portfolio Tax Representation Certificate, to the extent such action would
prevent the reorganization from qualifying as a "reorganization" under Section
368(a) of the Code.
A-13
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED PORTFOLIO
The obligations of the Acquired Portfolio to consummate the
transactions provided for herein shall be subject, at its election, to the
performance by the Acquiring Portfolio of all of the obligations to be performed
by it hereunder on or before the Closing Date and, in addition thereto, the
following further conditions, unless waived by the Acquired Portfolio in
writing:
7.1 All representations and warranties made in this Agreement by the
Acquiring Portfolio shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions contemplated
by this Agreement, as of the Closing Date with the same force and effect as if
made on and as of the Closing Date;
7.2 The Acquiring Portfolio shall have delivered to the Acquired
Portfolio a certificate executed in its name by its President, Executive Vice
President, Treasurer or Assistant Treasurer, in form and substance reasonably
satisfactory to the Acquired Portfolio and dated as of the Closing Date, to the
effect that the representations and warranties made in this Agreement by the
Acquiring Portfolio are true and correct in all material respects at and as of
the Closing Date, except as they may be affected by the transactions
contemplated by this Agreement; and
7.3 The Acquiring Portfolio shall have delivered to the Acquired
Portfolio and Wilmer Cutler Pickering Hale and Dorr LLP an Acquiring Portfolio
Tax Representation Certificate, satisfactory to the Acquired Portfolio and
Wilmer Cutler Pickering Hale and Dorr LLP concerning certain tax-related maters
with respect to the Acquiring Portfolio.
8. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING PORTFOLIO
The obligations of the Acquiring Portfolio to consummate the
transactions provided for herein shall be subject, at its election, to the
performance by the Acquired Portfolio of all of the its obligations hereunder on
or before the Closing Date and, in addition thereto, the following further
conditions:
8.1 All representations and warranties made in this Agreement by the
Acquired Portfolio shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions contemplated
by this Agreement, as of the Closing Date with the same force and effect as if
made on and as of the Closing Date;
8.2 The Acquired Portfolio shall have delivered to the Acquiring
Portfolio a statement of the Acquired Portfolio's assets and liabilities showing
the federal tax bases and holding periods as of the Closing Date, certified by
the Acquired Portfolio's Treasurer or Assistant Treasurer;
8.3 The Acquired Portfolio shall have delivered to the Acquiring
Portfolio on the Closing Date a certificate executed in its name by its
President, Executive Vice President, Treasurer or Assistant Treasurer, in form
and substance reasonably satisfactory to the Acquiring Portfolio and dated as of
the Closing Date, to the effect that the representations and warranties
A-14
made in this Agreement are true and correct in all material respects at and as
of the Closing Date, except as they may be affected by the transactions
contemplated by this Agreement; and
8.4 The Acquired Portfolio shall have delivered to the Acquiring Portfolio and
Wilmer Cutler Pickering Hale and Dorr LLP an Acquired Portfolio Tax
Representation Certificate, satisfactory to the Acquiring Portfolio and Wilmer
Cutler Pickering Hale and Dorr LLP concerning certain tax-related matters with
respect to the Acquired Portfolio.
9. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH OF THE PARTIES
If any of the conditions set forth below do not exist on or before the
Closing Date with respect to either party hereto, the other party to this
Agreement shall, at its option, not be required to consummate the transactions
contemplated by this Agreement:
9.1 This Agreement and the transactions contemplated herein shall have
been approved by the requisite vote of the holders of the outstanding shares of
the Acquired Portfolio in accordance with the provisions of each of the Acquired
Portfolio's Declaration of Trust and By-Laws, and certified copies of the votes
evidencing such approval shall have been delivered to the Acquiring Portfolio.
Notwithstanding anything herein to the contrary, neither party hereto may waive
the conditions set forth in this paragraph 9.1;
9.2 On the Closing Date, no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with, this
Agreement or the transactions contemplated herein;
9.3 All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities (including those of
the Commission and of state Blue Sky and securities authorities) deemed
necessary by either party hereto to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been obtained,
except where failure to obtain any such consent, order or permit would not
involve a risk of a material adverse effect on the assets or properties of
either party hereto, provided that either party may for itself waive any of such
conditions;
9.4 The Acquiring Portfolio's Registration Statement on Form N-14
shall have become effective under the Securities Act and no stop orders
suspending the effectiveness thereof shall have been issued and, to the best
knowledge of the parties hereto, no investigation or proceeding for that purpose
shall have been instituted or be pending, threatened or contemplated under the
Securities Act;
9.5 The parties shall have received a favorable opinion of Wilmer
Cutler Pickering Hale and Dorr LLP, addressed to the Acquiring Portfolio and the
Acquired Portfolio and satisfactory to the Acquiring Portfolio and the Acquired
Portfolio, substantially to the effect that for federal income tax purposes, on
the basis of the facts, representations and assumptions set forth in such
opinion, the acquisition by the Acquiring Portfolio of all of the assets of the
Acquired Portfolio solely in exchange for the issuance of Acquiring Portfolio
Shares to the Acquired Portfolio and the assumption of all of the Assumed
Liabilities by the Acquiring
A-15
Portfolio, followed by the distribution by the Acquired Portfolio, in
liquidation of the Acquired Portfolio, of Acquiring Portfolio Shares to the
Acquired Portfolio Shareholders in exchange for their Acquired Portfolio shares
of beneficial interest and the termination of the Acquired Portfolio, will
constitute a reorganization within the meaning of Section 368(a) of the Code.
Notwithstanding anything herein to the contrary, neither Acquiring Portfolio nor
Acquired Portfolio may waive the conditions set forth in this paragraph 9.5; and
9.6 The Acquired Portfolio shall have distributed to its shareholders,
in a distribution or distributions qualifying for the deduction for dividends
paid under Section 561 of the Code, all of its investment company taxable income
(as defined in Section 852(b)(2) of the Code determined without regard to
Section 852(b)(2)(D) of the Code) for its taxable year ending on the Closing
Date, all of the excess of (i) its interest income excludable from gross income
under Section 103(a) of the Code over (ii) its deductions disallowed under
Sections 265 and 171(a)(2) of the Code for its taxable year ending on the
Closing Date, and all of its net capital gain (as such term is used in Sections
852(b)(3)(A) and (C) of the Code), after reduction by any available capital loss
carryforward, for its taxable year ending on the Closing Date.
10. BROKERAGE FEES AND EXPENSES
10.1 Each party hereto represents and warrants to the other party
hereto that there are no brokers or finders entitled to receive any payments in
connection with the transactions provided for herein.
10.2 The parties have been informed by Pioneer Investment Management,
Inc. that it will pay 50% of the expenses incurred in connection with the
Reorganization (including, but not limited to, the preparation of the proxy
statement and solicitation expenses, printing costs, legal fees and audit fees).
The Acquired Portfolio, the Acquiring Portfolio and [Pioneer ______ VCT
Portfolio] agree to pay equally the remaining 50% of the expenses incurred in
connection with the Reorganization (including, but not limited to, the
preparation of the proxy statement and solicitation expenses, printing costs,
legal fees and audit fees).
11. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
11.1 The parties hereto agree that no party has made any
representation, warranty or covenant not set forth herein or referred to in
paragraph 9.6 hereof and that this Agreement constitutes the entire agreement
between the parties.
11.2 The representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder.
12. TERMINATION
12.1 This Agreement may be terminated at any time prior to the Closing
Date by: (a) the mutual agreement of the Acquired Portfolio and the Acquiring
Portfolio; (b) any party in the event that the other party hereto shall breach
any material representation, warranty or agreement contained herein to be
performed at or prior to the Closing Date and has not cured such breach
A-16
within 10 days of notice thereof; or (c) a condition herein expressed to be
precedent to the obligations of the terminating party has not been met and it
reasonably appears that it will not or cannot be met.
12.2 In the event of any such termination, there shall be no liability
for damages on the part of any party hereto or their respective Trustees or
officers to the other party, but each shall bear the expenses incurred by it
incidental to the preparation and carrying out of this Agreement in accordance
with paragraph 10.2.
13. AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner
as may be mutually agreed upon in writing by the authorized officers of the
Acquired Portfolio and the Acquiring Portfolio; provided, however, that
following the meeting of the Acquired Portfolio Shareholders called by the
Acquired Portfolio pursuant to paragraph 6.2 of this Agreement, no such
amendment may have the effect of changing the provisions for determining the
number of the Acquiring Portfolio Shares to be issued to the Acquired Portfolio
Shareholders under this Agreement to the detriment of the Acquired Portfolio
Shareholders without their further approval.
14. NOTICES
Any notice, report, statement or demand required or permitted by any
provision of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the Acquired Portfolio and
the Acquiring Portfolio at 60 State Street, Boston, Massachusetts 02109.
15. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF
LIABILITY
15.1 The article and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
15.2 This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
15.3 This Agreement shall be governed by and construed in accordance
with the laws of The Commonwealth of Massachusetts.
15.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by
either party without the written consent of the other party hereto. Nothing
herein expressed or implied is intended or shall be construed to confer upon or
give any person, firm, corporation or other entity, other than the parties
hereto and their respective successors and assigns, any rights or remedies under
or by reason of this Agreement.
A-17
15.5 It is expressly agreed that the obligations of the Acquiring
Portfolio and the Acquired Portfolio shall not be binding upon any of their
respective Trustees, shareholders, nominees, officers, agents or employees
personally, but bind only the property of the Acquiring Portfolio or the
Acquired Portfolio, as the case may be, as provided in the Declaration of Trust
of the Acquiring Portfolio and the Acquired Portfolio, respectively. The
execution and delivery of this Agreement have been authorized by the Acquired
Trustees of each of the Acquiring Portfolio and the Acquired Portfolio and this
Agreement has been executed by authorized officers of the Acquiring Portfolio
and the Acquired Portfolio acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officers shall be deemed
to have been made by any of them individually or to impose any liability on any
of them personally, but shall bind only the property of the Acquiring Portfolio
and the Acquired Portfolio, as the case may be, as provided in the Declaration
of Trust of the Acquiring Portfolio and the Acquired Portfolio, respectively.
[Remainder of page left blank intentionally.]
A-18
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its President or Vice President and attested by its
Secretary or Assistant Secretary.
Attested: PIONEER VARIABLE CONTRACTS TRUST
on behalf of its series,
[PIONEER SMALL COMPANY VCT PORTFOLIO]
[PIONEER SMALL CAP VALUE II VCT PORTFOLIO]
By: By:
--------------------------------------- ---------------------------------------
Name: Name:
Title: Title:
Attest: PIONEER VARIABLE CONTRACTS TRUST
on behalf of its series,
PIONEER SMALL CAP VALUE VCT PORTFOLIO
By: By:
--------------------------------------- ---------------------------------------
Name: Name:
Title: Title:
A-19
Exhibit B - Portfolio Managers' Discussion of Performance
To be filed by amendment.
B-1
PIONEER SMALL CAP VALUE VCT PORTFOLIO
60 State Street
Boston, Massachusetts 02109
(a series of Pioneer Variable Contracts Trust)
STATEMENT OF ADDITIONAL INFORMATION
[___________] [__], 2006
This Statement of Additional Information is not a Prospectus. It should
be read in conjunction with the related combined Proxy Statement and Prospectus
dated [___________] [__], 2006 (the "Proxy Statement and Prospectus"), which
covers Class I and Class II shares of Pioneer Small Cap Value VCT Portfolio, a
series of Pioneer Variable Contracts Trust (the "Trust"), a Delaware statutory
trust, to be issued in exchange for Class I and Class II shares of Pioneer Small
Company VCT Portfolio and Class I shares of Pioneer Small Cap Value II VCT
Portfolio, each a series of the Trust. Please retain this Statement of
Additional Information for further reference.
The Prospectus is available to you free of charge (please call
1-800-225-6292).
INTRODUCTION.........................................................2
EXHIBITS.............................................................2
ADDITIONAL INFORMATION ABOUT THE PORTFOLIO...........................3
PORTFOLIO HISTORY...........................................3
DESCRIPTION OF THE PORTFOLIO AND ITS INVESTMENT RISKS.......3
MANAGEMENT OF THE PORTFOLIO.................................3
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.........3
INVESTMENT ADVISORY AND OTHER SERVICES......................3
PORTFOLIO MANAGERS..........................................3
BROKERAGE ALLOCATION AND OTHER PRACTICES....................3
CAPITAL STOCK AND OTHER SECURITIES..........................3
PURCHASE, REDEMPTION AND PRICING OF SHARES..................3
TAXATION OF EACH PORTFOLIO..................................3
UNDERWRITERS................................................4
CALCULATION OF PERFORMANCE DATA.............................4
FINANCIAL STATEMENTS........................................4
INTRODUCTION
This Statement of Additional Information is intended to supplement the
information provided in a combined Proxy Statement and Prospectus dated
[___________] [__], 2006 relating to the following proposed reorganizations:
1. Pioneer Small Company VCT Portfolio (Class I and Class II
shares) into Pioneer Small Cap Value VCT Portfolio
2. Pioneer Small Cap Value II VCT Portfolio (Class I shares only)
into Pioneer Small Cap Value VCT Portfolio
The Statement of Additional Information is also intended to be used in
connection with the solicitation by the management of the Trust of proxies to be
voted at a joint Special Meeting of Shareholders of Pioneer Small Company VCT
Portfolio and Pioneer Small Cap Value II VCT Portfolio to be held on
[___________] [__], 2006.
EXHIBITS AND DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference, unless
otherwise indicated. Shareholders will receive a copy of each document that is
incorporated by reference upon any request to receive a copy of this Statement
of Additional Information.
1. Pioneer Variable Contracts Trust's Statement of Additional Information,
dated May 1, 2005, relating to Pioneer Small Company VCT Portfolio,
Pioneer Small Cap Value II VCT Portfolio and Small Cap Value VCT
Portfolio ("SAI") (File Nos. 33-84546; 811-08786), as filed with the
Securities and Exchange Commission on May 5, 2005 (Accession No.
0001016964-05-000207) is incorporated herein by reference.
2. Pioneer Variable Contracts Trust's Annual Report relating to Pioneer
Small Company VCT Portfolio, Pioneer Small Cap Value II VCT Portfolio
and Small Cap Value VCT Portfolio for the fiscal year ended December
31, 2005 (File No. 811-08786), as filed with the Securities and
Exchange Commission on March [ ], 2006 (Accession No. ______________)
is incorporated herein by reference.
3. Pro forma financial statements for the fiscal year ending December 31,
2005 for the following:
Pioneer Small Company VCT Portfolio into Pioneer Small Cap Value
VCT Portfolio
Pioneer Small Cap Value II VCT Portfolio into Pioneer Small Cap
Value VCT Portfolio
Pioneer Small Company VCT Portfolio and Pioneer Small Cap Value
II VCT Portfolio into Pioneer Small Cap Value VCT Portfolio
ADDITIONAL INFORMATION ABOUT
PIONEER SMALL CAP VALUE VCT PORTFOLIO
PORTFOLIO HISTORY
For additional information about Pioneer Variable Contracts Trust
generally and Pioneer Small Cap Value VCT Portfolio and its history, see "Fund
History" in the SAI.
DESCRIPTION OF THE PORTFOLIO AND ITS INVESTMENT RISKS
For additional information about Pioneer Small Cap Value VCT
Portfolio's investment objective, policies, risks and restrictions, see
"Investment Policies, Risks and Restrictions" in the SAI.
MANAGEMENT OF THE PORTFOLIO
For additional information about Pioneer Variable Contracts Trust's
Board of Trustees and officers, see "Trustees and Officers" in the SAI.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
For addition information on share ownership of Pioneer Small Cap Value
VCT Portfolio, see "Annual Fee, Expense and Other Information."
INVESTMENT ADVISORY AND OTHER SERVICES
For additional information on Pioneer Small Cap Value VCT Portfolio,
see "Investment Adviser," "Custodian" and "Independent Auditors" in Pioneer
Variable Contracts Trust's SAI.
PORTFOLIO MANAGERS
For additional information, see "Portfolio Management" and "Appendix
C-Portfolio Management-Additional Information About the Portfolio Managers" in
Pioneer Variable Contracts Trust's SAI.
BROKERAGE ALLOCATION AND OTHER PRACTICES
For additional information about Pioneer Variable Contracts Trust and
Pioneer Small Cap Value VCT Portfolio's brokerage allocation practices, see
"Portfolio Transactions" in the SAI.
CAPITAL STOCK AND OTHER SECURITIES
For additional information about the voting rights and other
characteristics of shares of beneficial interest of Pioneer Small Cap Value VCT
Portfolio and Pioneer Variable Contracts Trust, see "Description of Shares" in
the SAI.
PURCHASE, REDEMPTION AND PRICING OF SHARES
For additional information about purchase, redemption and pricing of
shares of Pioneer Small Cap Value VCT Portfolio, see "Pricing of Shares" in the
SAI.
TAXATION OF THE PORTFOLIO
For additional information about tax matters related to an investment
in Pioneer Small Cap Value VCT Portfolio, see "Tax Status" in the SAI.
UNDERWRITERS
For additional information about the Pioneer Variable Contracts Trust's
principal underwriter, see "Principal Underwriter" in the SAI.
CALCULATION OF PERFORMANCE DATA
For additional information about the investment performance of Pioneer
Small Cap Value VCT Portfolio, see "Investment Results" in the SAI.
FINANCIAL STATEMENTS
For additional financial information on Pioneer Small Cap Value VCT
Portfolio, see "Financial Statements" in Pioneer Variable Contracts Trust's SAI.
[PRO FORMA FINANCIALS - TO BE FILED BY AMENDMENT.]
PART C
OTHER INFORMATION
PIONEER VARIABLE CONTRACTS TRUST
(on behalf of its series,
Pioneer Small Cap Value VCT Portfolio)
ITEM 15. INDEMNIFICATION
No change from the information set forth in Item 25 of the most recently filed
Registration Statement of Pioneer Variable Contracts Trust (the "Registrant") on
Form N-1A under the Securities Act of 1933 and the Investment Company Act of
1940 (File Nos. 33-84546 and 811-08786) as filed with the Securities and
Exchange Commission on October 20, 2005 (Accession No. 0000930709-05-000027),
which information is incorporated herein by reference.
ITEM 16. EXHIBITS
(1)(a) Amended Agreement and Declaration of Trust (1)
(1)(b) Amendments to Amended Agreement and Declaration of Trust (2)(3)(4)(5)(6)
(7)(9)(10)(11)
(13)(15)(17)
(19)(23)
(2) Amended and Restated By-Laws (8)
(3) Not applicable
(4) Form of Agreement and Plan of Reorganization (24)
(5) Reference is made to Exhibits (1) and (2) hereof
(6)(a) Management Contract for Pioneer Small Cap Value VCT Portfolio (9)
(6)(b) Expense Limitation Agreement (*)
(7) Underwriting Agreement with Pioneer Funds Distributor, Inc. (8)
(8) Not applicable
(9) Custodian Agreement with Brown Brothers Harriman & Co. (22)
(10)(a) Distribution Plan relating to Class II Shares (23)
(10)(b) Multiple Class Plan Pursuant to Rule 18f-3 (23)
(11) Opinion of Counsel (legality of securities being offered) (*)
(12) Form of opinion as to tax matters and consent (*)
(13)(a) Investment Company Service Agreement with Pioneering Services Corporation (22)
(13)(b) Administration Agreement with Pioneer Investment Management, Inc. (22)
(13)(c) Administrative and Fund Accounting Agency Agreement with Brown Brothers (22)
Harriman & Co.
(14) Consents of Independent Registered Public Accounting Firm (*)
(15) Not applicable
(16) Powers of Attorney (19)
(17)(a) Code of Ethics for Pioneer Investment Management, Inc. (20)
(17)(b) Code of Ethics for Pioneer Funds Distributor, Inc. (20)
(17)(c) Code of Ethics for Pioneer Funds (20)
(17)(d) Form of Proxy Cards (*)
(1) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 1 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the Securities and
Exchange Commission (the "SEC") on August 8, 1995 (Accession No.
0000930709-95-000005).
(2) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 6 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on August 18,
1997 (Accession No. 0000930709-97-000011).
(3) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 8 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on July 16,
1998 (Accession No. 0000930709-98-000013).
(4) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 11 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on June 4, 1999
(Accession No. 0000930709-99-000016).
(5) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 12 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on January 12,
2000 (Accession No. 0000930709-00-000002).
(6) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 15 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on July 6, 2000
(Accession No. 0000930709-00-000018).
(7) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 18 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on January 18,
2001 (Accession No. 0001016964-01-000006).
(8) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 20 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on April 26,
2001 (Accession No. 0001016964-01-500006).
(9) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 22 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on October 22,
2001 (Accession No. 0000930709-01-500036).
(10) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 24 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on May 1, 2002
(Accession No. 0001016964-02-000111).
(11) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 26 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on February 18,
2003 (Accession No. 0001016964-03-000044).
(12) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 27 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on May 1, 2003
(Accession No. 0001016964-03-000126).
(13) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 28 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on November 18,
2003 (Accession No. 0001016964-03-000241).
(14) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 29 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on January 30,
2004 (Accession No. 0001016964-04-000026).
(15) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 30 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on April 29,
2004 (Accession No. 0001016964-04-000122).
(16) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 31 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on June 1, 2004
(Accession No. 0001016964-04-000195).
(17) Previously filed. Incorporated herein by reference from the exhibits filed
in the Registrant's Registration Statement on Form N-14 (File No. 333-118431) as
filed with the SEC on August 20, 2004 (Accession No. 0001145443-04-001270).
(18) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 34 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on December 9,
2004 (Accession No. 0001016964-04-000495).
(19) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 35 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on February 4,
2005 (Accession No. 0001016964-05-000048).
(20) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 36 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on April 13,
2005 (Accession No. 0001016964-05-000141).
(21) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 37 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on April 22,
2005 (Accession No. 0001016964-05-000143).
(22) Previously filed. Incorporated by reference from the exhibits filed with
the Registrant's Registration Statement on Form N-14 (File Nos. 333-126665), as
filed with the SEC on July 17, 2005 (Accession No. 0001145443-05-001556).
(23) Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 38 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-84546; 811-08786), as filed with the SEC on October 20,
2005 (Accession No. 0000930709-05-000027).
(24) Filed herewith as Exhibit A to the Proxy Statement and Prospectus included
as Part A of this Registration Statement.
(*) To be filed by amendment.
ITEM 17. UNDERTAKINGS.
(1) The undersigned Registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is part of this
Registration Statement by any person or party which is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the
reoffering prospectus will contain the information called for by the applicable
registration form for the reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other items of the applicable
form.
(2) The undersigned Registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as part of an amendment to the Registration
Statement and will not be used until the amendment is effective, and that, in
determining any liability under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees that it shall file a final executed
version of the legal and consent opinion as to tax matters as an exhibit to the
subsequent post-effective amendment to its registration statement on Form N-1A
filed with the SEC after the consummation of the reorganizations contemplated by
this Registration Statement on Form N-14.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form N-14 has been signed on behalf of the
Registrant, in the City of Boston and the Commonwealth of Massachusetts, on the
3rd day of February, 2006.
PIONEER VARIABLE CONTRACTS TRUST,
on behalf of its series,
Pioneer Small Cap Value VCT Portfolio
/s/ Osbert M. Hood
-----------------------------------
Osbert M. Hood
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 dates indicated.
Signature Title Date
*
--------------------------- Chairman of the Board,
John F. Cogan, Jr. Trustee, and President
* Chief Financial Officer,
--------------------------- Principal Accounting
Vincent Nave Officer and Treasurer
*
---------------------------
Mary K. Bush Trustee
*
---------------------------
David R. Bock Trustee
*
---------------------------
Margaret B.W. Graham Trustee
*
---------------------------
Marguerite A. Piret Trustee
*
---------------------------
John Winthrop Trustee
* By: /s/ Osbert M. Hood February 3, 2006
------------------
Osbert M. Hood, Attorney-in-Fact