WILMERHALE
Christopher P. Harvey
+1 617 526 6532 (t)
+1 617 526 5000 (f)
christopher.harvey@wilmerhale.com
July 13, 2007
VIA EDGAR
U.S. Securities and Exchange Commission
File Desk
100 F Street, N.E.
Washington, D.C. 20549
Re: Initial Registration Statement on Form N-14 ("Registration Statement") of
Pioneer Variable Contracts Trust (the "Trust"), with respect to the
proposed reorganizations of Pioneer Value VCT Portfolio and Pioneer America
Income VCT Portfolio (each, an "Acquired Portfolio") into Pioneer Fund VCT
Portfolio and Pioneer Bond VCT Portfolio, respectively (each, an "Acquiring
Portfolio")
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Dear Ladies and Gentlemen:
Enclosed herewith for filing on behalf of the Trust, pursuant to (i) the
Securities Act of 1933, as amended (the "1933 Act") and Rule 488 thereunder,
(ii) the General Instructions to Form N-14 and (iii) Regulation S-T, is the
Registration Statement relating to two proposed reorganizations, including a
combined proxy statement and prospectus, statement of additional information,
Part C and exhibits.
The Registration Statement is being filed as a combined proxy statement and
prospectus to solicit each Acquired Portfolio's shareholder approval of an
agreement and plan of reorganization, whereby the Acquired Portfolio would
transfer all of its assets to the corresponding Acquiring Portfolio in exchange
for shares of the Acquiring Portfolio. On the closing date of each
reorganization, the Acquired Portfolio's shareholders would become shareholders
of the corresponding Acquiring Portfolio, and each Acquired Portfolio would be
dissolved. The purposes and terms of the proposed reorganizations are detailed
in the Registration Statement.
It is proposed that this Registration Statement will become automatically
effective on August 12, 2007, pursuant to Rule 488 under the 1933 Act.
The Registration Statement has been manually signed by the persons
specified in Section 6(a) of the 1933 Act and, pursuant to Rule 302 under
Regulation S-T, the Trust will retain the manually executed copy of the
Registration Statement. No filing fee is required because of reliance on Section
24(f) under the 1940 Act.
If you have any questions or comments, please do not hesitate to contact me
at (617) 526-6532 (collect) or Elaine S. Kim, Esq. at (617) 526-6685 (collect).
Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston Massachusetts
02109
Baltimore Bejing Berlin Boston Brussels London Munich
New York Northern Virginia Oxford Palo Alto Waltham Washington
WILMERHALE
U.S. Securities and Exchange Commission
July 13, 2007
Page 2
Very truly yours,
/s/ Christopher P. Harvey
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Christopher P. Harvey
Attachments
cc: Dominic Minore, Esq. (Division of Investment Management)
Christopher J. Kelley, Esq.