<PAGE>

                                                               File No. 33-84546
                                                                       811-08786


     As filed with the Securities and Exchange Commission on April 30, 2014


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  / X /
                                                                   ---
                      Pre-Effective Amendment No. __              /   /
                                                                   ---
                      Post-Effective Amendment No. 56             / X /
                                                                   ---

                                     and/or

             REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
                               ACT OF 1940                        / X /
                                                                   ---
                             Amendment No. 57                    / X /
                                                                   ---
                        (Check appropriate box or boxes)


                           PIONEER VARIABLE CONTRACTS TRUST
               (Exact Name of Registrant as Specified in Charter)


                  60 State Street, Boston, Massachusetts 02109
               (Address of Principal Executive Offices) (Zip Code)


       Registrant's Telephone Number, including Area Code: (617) 742-7825


           Terrence J. Cullen, Pioneer Investment Management, Inc.,
                  60 State Street, Boston, Massachusetts 02109
                    (Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

         ___ immediately upon filing pursuant to paragraph (b)
         _X_ on May 1, 2014 pursuant to paragraph (b)
         ___ 60 days after filing pursuant to paragraph (a)(1)
         ___ on [date] pursuant to paragraph (a)(1)
         ___ 75 days after filing pursuant to paragraph (a)(2)
         ___ on [date] pursuant to paragraph (a)(2)of Rule 485.

If appropriate, check the following box:

         __ This post-effective amendment designates a new effective date for a
            previously filed post-effective amendment.


<PAGE>

PIONEER BOND VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class I Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objectives
and strategies.........................................  9
More on the risks of investing in the portfolio........ 14
Management............................................. 22
Pricing of shares...................................... 24
Shareholder information................................ 26
Distributions and taxes................................ 29
Financial highlights................................... 30
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVES

To provide current income from an investment grade portfolio with due regard to
preservation of capital and prudent investment risk. The portfolio also seeks a
relatively stable level of dividends; however, the level of dividends will be
maintained only if consistent with preserving the investment grade quality of
the portfolio.


FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.




<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)      CLASS I
-------------------------------------------------------------------------------------- --------
<S>                                                                                    <C>
Management Fees                                                                          0.50%
--------------------------------------------------------------------------------------   -----
Distribution and Service (12b-1) Fees                                                    0.00%
--------------------------------------------------------------------------------------   -----
Other Expenses                                                                           0.58%
--------------------------------------------------------------------------------------   -----
Total Annual Portfolio Operating Expenses                                                1.08%
--------------------------------------------------------------------------------------   -----
Fee Waiver and Expense Limitation/1/                                                    -0.46%
--------------------------------------------------------------------------------------   -----
Total Annual Portfolio Operating Expenses After Fee Waiver and Expense Limitation/1/     0.62%
--------------------------------------------------------------------------------------   -----
</TABLE>



1 The portfolio's investment adviser has contractually agreed to limit ordinary
  operating expenses (ordinary operating expenses means all portfolio expenses
  other than extraordinary expenses, such as litigation, taxes, brokerage
  commissions and acquired fund fees and expenses) to the extent required to
  reduce expenses to 0.62% of the average daily net assets attributable to
  Class I shares. This expense limitation is in effect through May 1, 2015.
  There can be no assurance that the adviser will extend the expense
  limitation beyond such time. Net expenses for a Class may exceed the
  applicable expense limitation to the extent that the portfolio incurs
  excluded expenses. While in effect, the arrangement may be terminated only
  by agreement of the adviser and the Board of Trustees.



EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same except for year one (which considers the
effect of the expense limitation). This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
            NUMBER OF YEARS YOU OWN YOUR
                       SHARES
            (WITH OR WITHOUT REDEMPTION)
          --------------------------------
             1      3       5        10
          ------ ------- ------- ---------
<S>       <C>    <C>     <C>     <C>
Class I   $63    $298    $551    $1,276
--------- ---    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 33% of the average value of the portfolio.



                                       1
<PAGE>

Portfolio summary

PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its net assets (plus the amount
of borrowings, if any, for investment purposes) in debt securities issued or
guaranteed by the U.S. government, its agencies and instrumentalities,
investment grade debt securities (including convertible debt) of corporate or
other issuers and cash, cash equivalents and other short-term holdings.
Derivative instruments that provide exposure to such securities or have similar
economic characteristics may be used to satisfy the portfolio's 80% policy.

The portfolio may invest a substantial portion of its assets in
mortgage-related securities, including "sub-prime" mortgages, and asset-backed
securities. The portfolio also may invest a portion of its assets in
subordinated debt securities, below investment grade debt securities (known as
"junk bonds"), securities that are in default, securities of non-U.S. issuers,
and event-linked bonds and other insurance-linked securities.


The portfolio may invest up to 20% of its net assets in debt securities rated
below investment grade or, if unrated, of equivalent credit quality as
determined by the adviser. The portfolio may invest up to 15% of its total
assets in securities of non-U.S. issuers, including up to 5% of its total
assets in securities of emerging market issuers.

The portfolio may invest in securities with a broad range of maturities, and
maintains an average portfolio maturity which varies based upon the judgment of
the portfolio's investment adviser. The portfolio's investments may have fixed
or variable principal payments and all types of interest rate payment and reset
terms, including fixed rate, floating rate, inverse floating rate, zero coupon,
contingent, deferred and payment in kind and auction rate features. The
portfolio's investments may include instruments that allow for balloon payments
or negative amortization payments.


The portfolio may, but is not required to, use derivatives, such as credit
default swaps. The portfolio may use derivatives for a variety of purposes,
including: in an attempt to hedge against adverse changes in the market price
of securities, interest rates or currency exchange rates; as a substitute for
purchasing or selling securities; to attempt to increase the portfolio's return
as a non-hedging strategy that may be considered speculative; and to manage
portfolio characteristics. The portfolio may choose not to make use of
derivatives for a variety of reasons, and any use may be limited by applicable
law and regulations. The portfolio may hold cash or other short-term
investments.


The adviser considers both broad economic and issuer specific factors in
selecting investments. In assessing the appropriate maturity, credit quality
and sector weighting of the portfolio's portfolio, the adviser considers a
variety of factors that are expected to influence economic activity and
interest rates. The adviser selects individual securities to buy and sell based
upon such factors as a security's yield, liquidity and rating, an assessment of
credit quality, and sector and issuer diversification.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities of issuers worldwide.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts, and many other issuers have faced difficulties
obtaining credit. These market conditions may continue, worsen or spread,
including in the U.S., Europe and beyond. Further defaults or restructurings by
governments and others of their debt could have additional



                                       2
<PAGE>


adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and in other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.

INTEREST RATE RISK. Interest rates may go up, causing the value of the
portfolio's investments to decline (this risk generally will be greater for
securities with longer maturities or durations). Interest rates in the U.S.
recently have been historically low and are expected to rise.

CREDIT RISK. If an issuer or guarantor of a security held by the portfolio or a
counterparty to a financial contract with the portfolio defaults on its
obligation to pay principal and/or interest, has its credit rating downgraded
or is perceived to be less creditworthy, or the credit quality or value of any
underlying assets declines, the value of your investment will decline. Credit
risk is broadly gauged by the credit ratings of the securities in which the
portfolio invests. However, ratings are only the opinions of the companies
issuing them and are not guarantees as to quality.


PREPAYMENT OR CALL RISK. Many issuers have a right to prepay their securities.
If interest rates fall, an issuer may exercise this right. If this happens, the
portfolio will be forced to reinvest prepayment proceeds at a time when yields
on securities available in the market are lower than the yield on the prepaid
security. The portfolio also may lose any premium it paid on the security.


EXTENSION RISK. During periods of rising interest rates, the average life of
certain types of securities may be extended because of slower than expected
principal payments. This may lock in a below market interest rate, increase the
security's duration and reduce the value of the security.

LIQUIDITY RISK. Some securities and derivatives held by the portfolio may be
impossible or difficult to sell or unwind, particularly during times of market
turmoil. Illiquid securities and derivatives also may be difficult to value. If
the portfolio is forced to sell an illiquid asset or unwind a derivatives
position to meet redemption requests or other cash needs, the portfolio may be
forced to sell at a loss.


PORTFOLIO SELECTION RISK. The adviser's judgment about the quality, relative
yield, relative value or market trends affecting a particular sector or region,
market segment, security or about interest rates generally may prove to be
incorrect.

U.S. GOVERNMENT AGENCY OBLIGATIONS RISK. The portfolio invests in obligations
issued by agencies and instrumentalities of the U.S. government.
Government-sponsored entities such as Federal National Mortgage Association
(Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and the
Federal Home Loan Banks (FHLBs), although chartered or sponsored by Congress,
are not funded by congressional appropriations and the debt and mortgage-backed
securities issued by them are neither guaranteed nor issued by the U.S.
government. Such debt and mortgage-backed securities are subject to the risk of
default on the payment of interest and/or principal, similar to debt of private
issuers. Although the U.S. government has provided financial support to Fannie
Mae and Freddie Mac in the past, there can be no assurance that it will support
these or other government-sponsored entities in the future.


                                       3
<PAGE>


Portfolio summary

MORTGAGE-RELATED AND ASSET-BACKED SECURITIES RISK. The value of
mortgage-related and asset-backed securities will be influenced by factors
affecting the housing market and the assets underlying such securities. As a
result, during periods of declining asset value, difficult or frozen credit
markets, swings in interest rates, or deteriorating economic conditions,
mortgage-related and asset-backed securities may decline in value, face
valuation difficulties, become more volatile and/or become illiquid. These
securities are also subject to prepayment and extension risks. Some of these
securities may receive little or no collateral protection from the underlying
assets and are thus subject to the risk of default. The risk of such defaults
is generally higher in the case of mortgage-backed investments that include
so-called "sub-prime" mortgages. The structure of some of these securities may
be complex and there may be less available information than for other types of
debt securities. Upon the occurrence of certain triggering events or defaults,
the portfolio may become the holder of underlying assets at a time when those
assets may be difficult to sell or may be sold only at a loss.

RISKS OF INSTRUMENTS THAT ALLOW FOR BALLOON PAYMENTS OR NEGATIVE AMORTIZATION
PAYMENTS. Certain debt instruments allow for balloon payments or negative
amortization payments. Such instruments permit the borrower to avoid paying
currently a portion of the interest accruing on the instrument. While these
features make the debt instrument more affordable to the borrower in the near
term, they increase the risk that the borrower will be unable to make the
resulting higher payment or payments that become due at the maturity of the
loan.


RISKS OF SUBORDINATED SECURITIES. A holder of securities that are subordinated
or "junior" to more senior securities of an issuer is entitled to payment after
holders of more senior securities of the issuer. Subordinated securities are
more likely to suffer a credit loss than non-subordinated securities of the
same issuer, any loss incurred by the subordinated securities is likely to be
proportionately greater, and any recovery of interest or principal may take
more time. As a result, even a perceived decline in creditworthiness of the
issuer is likely to have a greater impact on them.


HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default.

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


RISKS OF INVESTING IN WHEN-ISSUED, DELAYED DELIVERY, TO BE ANNOUNCED AND
FORWARD COMMITMENT TRANSACTIONS. The market value of these transactions may
increase or decrease as a result of changes in interest rates. These
transactions involve risk of loss if the value of the underlying security
changes unfavorably before the settlement date or if the assets set aside to
pay for these securities decline in value prior to the settlement date.
Therefore, these transactions may have a leveraging effect on the portfolio,
making the



                                       4
<PAGE>


value of an investment in the portfolio more volatile and increasing the
portfolio's overall investment exposure. There is also a risk that the other
party to the transaction will default on its obligation to purchase or sell the
security, which may result in the portfolio missing the opportunity to obtain a
favorable price or yield elsewhere.


RISKS OF INVESTING IN FLOATING RATE LOANS. Floating rate loans and similar
investments may be illiquid or less liquid than other investments. The value of
collateral, if any, securing a floating rate loan can decline or may be
insufficient to meet the issuer's obligations or may be difficult to liquidate.
No active trading market may exist for many floating rate loans, and many loans
are subject to restrictions on resale. Market quotations for these securities
may be volatile and/or subject to large spreads between bid and ask prices. Any
secondary market may be subject to irregular trading activity and extended
trade settlement periods.

RISKS OF INVERSE FLOATING RATE OBLIGATIONS. The interest rate on inverse
floating rate obligations will generally decrease as short-term interest rates
increase, and increase as short-term rates decrease. Due to their leveraged
structure, the sensitivity of the market value of an inverse floating rate
obligation to changes in interest rates is generally greater than a comparable
long-term bond issued by the same issuer and with similar credit quality,
redemption and maturity provisions. Inverse floating rate obligations may be
volatile and involve leverage risk.


RISKS OF INVESTING IN EVENT-LINKED BONDS. The return of principal and the
payment of interest on "event-linked" bonds are contingent on the
non-occurrence of a pre-defined "trigger" event, such as a hurricane or an
earthquake of a specific magnitude or other event that leads to physical or
economic loss. If a trigger event, as defined within the terms of an
event-linked bond, involves losses or other metrics exceeding a specific
magnitude in the geographic region and time period specified, the portfolio may
lose a portion or all of its accrued interest and/or principal invested in the
event-linked bond. In addition to the specified trigger events, event-linked
bonds may expose the portfolio to other risks, including but not limited to
issuer (credit) default, adverse regulatory or jurisdictional interpretations
and adverse tax consequences.

DERIVATIVES RISK. Using swaps, futures and other derivatives can increase
portfolio losses and reduce opportunities for gains when market prices,
interest rates or the derivative instruments themselves behave in a way not
anticipated by the portfolio. Using derivatives may increase the volatility of
the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.

CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative
instrument, involve special risks and may result in losses to the portfolio.
Credit default swaps may in some cases be illiquid, and they increase credit
risk since the portfolio has exposure to the issuer of the referenced
obligation and either the counterparty to the credit default swap or, if it is
a cleared transaction, the brokerage firm through which the trade was cleared
and the clearing organization that is the counterparty to that trade. In
addition, for cleared trades, the brokerage firm would impose margin
requirements and would be able to require termination of those trades in
certain circumstances. Certain credit default swaps will be required to be
traded on a regulated execution facility or contract market that makes them
available for trading. The transition to trading these



                                       5
<PAGE>


Portfolio summary

swaps on such a facility or contract market may not result in swaps being
easier to trade or value and may present certain execution risks if such a
facility or contract market does not operate properly. Swaps may be difficult
to unwind or terminate. Certain index-based credit default swaps are structured
in tranches, whereby junior tranches assume greater default risk than senior
tranches. Once fully implemented, new regulations may make swaps more costly,
may limit their availability, or may otherwise adversely affect the value or
performance of these instruments. The extent and impact of these regulations
are not yet fully known and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


REPURCHASE AGREEMENT RISK. In the event that the other party to a repurchase
agreement defaults on its obligations, the portfolio may encounter delay and
incur costs before being able to sell the security. Such a delay may involve
loss of interest or a decline in price of the security. In addition, if the
portfolio is characterized by a court as an unsecured creditor, it would be at
risk of losing some or all of the principal and interest involved in the
transaction.

RISKS OF CONVERTIBLE SECURITIES. The market values of convertible securities
tend to decline as interest rates increase and, conversely, to increase as
interest rates decline. A downturn in equity markets may cause the price of
convertible securities to decrease relative to other fixed income securities.

RISKS OF ZERO COUPON BONDS, PAYMENT IN KIND, DEFERRED AND CONTINGENT PAYMENT
SECURITIES. These securities may be more speculative and may fluctuate more in
value than securities which pay income periodically and in cash. In addition,
although the portfolio receives no periodic cash payments on such securities,
the portfolio is deemed for tax purposes to receive income from such
securities, which applicable tax rules require the portfolio to distribute to
shareholders. Such distributions may be taxable when distributed to taxable
shareholders.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets
or that are valued using a fair value methodology. Investors who purchase or
redeem portfolio shares on days when the portfolio is holding fair-valued
securities may receive fewer or more shares or lower or higher redemption
proceeds than they would have received if the portfolio had not fair-valued the
security or had used a different valuation methodology.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


                                       6
<PAGE>

THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class I shares from
calendar year to calendar year. The table shows the average annual total
returns for Class I shares of the portfolio over time and compares these
returns to the returns of the Barclays Capital Aggregate Bond Index, a
broad-based measure of market performance that has characteristics relevant to
the portfolio's investment strategies.

The portfolio acquired all of the assets and those liabilities reflected in the
net asset value of the Safeco RST Bond Portfolio (the predecessor portfolio) on
December 10, 2004. The performance shown for Class I shares of the portfolio
reflects the performance of the predecessor portfolio prior to the
reorganization. Prior to August 2, 2004, Safeco Asset Management, Inc. served
as the predecessor portfolio's investment adviser.

The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.


ANNUAL RETURN CLASS I SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04      '05    '06    '07    '08     '09     '10    '11    '12    '13
<S>      <C>    <C>    <C>    <C>     <C>     <C>    <C>    <C>    <C>
  3.52   2.62   4.68   6.55   -0.64   17.58   9.21   5.53   8.75   1.02
</TABLE>






For the period covered by the bar chart:
THE HIGHEST CALENDAR QUARTERLY RETURN WAS 6.90% (07/01/2009 TO 09/30/2009).
THE LOWEST CALENDAR QUARTERLY RETURN WAS -2.60% (04/01/2004 TO 06/30/2004).


AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                                                         SINCE
                                                                                                                     INCEPTION
                                                                                      1 YEAR   5 YEARS   10 YEARS  (7/21/1987)
                                                                                    -------- --------- ---------- ------------
<S>                                                                                 <C>      <C>       <C>        <C>
Class I                                                                               1.02      8.28       5.77          6.51
-----------------------------------------------------------------------------------   ----      ----       ----          ----
Barclays Capital Aggregate Bond Index (reflects no deduction for fees, expenses or
taxes)                                                                               -2.02      4.44       4.55          6.85
-----------------------------------------------------------------------------------  -----      ----       ----          ----
</TABLE>



                                       7
<PAGE>

Portfolio summary

MANAGEMENT



<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   Kenneth J. Taubes. executive vice president and chief investment officer, U.S.
                       of Pioneer (portfolio manager of the portfolio since 2004), and Charles
                       Melchreit, senior vice president of Pioneer (portfolio manager of the portfolio
                       since 2012)
</TABLE>


TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       8
<PAGE>

More on the portfolio's investment objectives
and strategies


INVESTMENT OBJECTIVES
To provide current income from an investment grade portfolio with due regard to
preservation of capital and prudent investment risk. The portfolio also seeks a
relatively stable level of dividends; however, the level of dividends will be
maintained only if consistent with preserving the investment grade quality of
the portfolio.

The portfolio's investment objectives may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objectives.


PRINCIPAL INVESTMENT STRATEGIES
The portfolio invests primarily in:
odebt securities issued or guaranteed by the U.S. government or its agencies
  and instrumentalities,
odebt securities, including convertible debt, of corporate and other issuers
  rated at least investment grade at the time of investment, and comparably
  rated commercial paper,
ocash and cash equivalents, certificates of deposit, repurchase agreements
  maturing in one week or less and bankers' acceptances.


Normally, the portfolio invests at least 80% of its net assets (plus the amount
of borrowings, if any, for investment purposes) in these securities. Derivative
instruments that provide exposure to such securities or have similar economic
characteristics may be used to satisfy the portfolio's 80% policy.


The portfolio will provide written notice to shareholders at least 60 days
prior to any change to the requirement that it invest at least 80% of its
assets as described above.

Cash and cash equivalents include cash balances, accrued interest and
receivables for items such as the proceeds, not yet received, from the sale of
the portfolio's portfolio investments.

U.S. government securities include U.S. Treasury obligations, such as bills,
bonds and notes, and obligations issued or guaranteed by U.S. government
agencies or instrumentalities. These obligations may be supported by:
othe full faith and credit of the U.S. Treasury, such as securities issued by
  the Government National Mortgage Association (GNMA);
othe authority of the U.S. government to purchase certain obligations of the
  issuer, such as securities issued by the Federal National Mortgage
  Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation
  (Freddie Mac);
othe limited authority of the issuer to borrow from the U.S. Treasury; or
oonly the credit of the issuer.

The portfolio may invest a substantial portion of its assets in
mortgage-related securities, including "sub-prime" mortgages, and asset-backed
securities. Mortgage-backed securities represent interests in pools of mortgage
loans assembled for sale to investors by various U.S. governmental agencies,
government-related organizations and private issuers.

The portfolio may invest in securities with a broad range of maturities and
maintains an average portfolio maturity which varies based upon the judgment of
Pioneer Investment Management, Inc. (Pioneer), the portfolio's investment
adviser. The portfolio's investments may have fixed or variable principal
payments and all types of interest rate payment and reset terms, including
fixed rate, floating rate, inverse floating rate, zero coupon, contingent,
deferred and payment in kind and auction rate features. The portfolio's
investments may include instruments that allow for balloon payments or negative
amortization payments.

The portfolio may invest up to 20% of its net assets in debt securities rated
below investment grade or, if unrated, of equivalent credit quality as
determined by Pioneer. The portfolio's investment in debt securities rated
below investment grade may include debt securities rated "D" or better, or
comparable unrated securities. Debt securities rated "D" are in default.


                                       9
<PAGE>

More on the portfolio's investment objectives
and strategies

The portfolio may invest a portion of its assets in subordinated debt
securities.

The portfolio may invest up to 15% of its total assets in securities of
non-U.S. issuers. Up to 5% of the portfolio's total assets may be invested in
securities of emerging market issuers. The portfolio does not count securities
of Canadian issuers against the limit on investment in securities of non-U.S.
issuers.

Pioneer considers both broad economic and issuer specific factors in selecting
a portfolio designed to achieve the portfolio's investment objectives. In
assessing the appropriate maturity, rating and sector weighting of the
portfolio's portfolio, Pioneer considers a variety of factors that are expected
to influence economic activity and interest rates. These factors include
fundamental economic indicators, such as the rates of economic growth and
inflation, Federal Reserve monetary policy and the relative value of the U.S.
dollar compared to other currencies. Once Pioneer determines the preferable
portfolio characteristics, Pioneer selects individual securities based upon the
terms of the securities (such as yields compared to U.S. Treasuries or
comparable issues), liquidity and rating, sector and issuer diversification.
Pioneer also employs fundamental research to assess an issuer's credit quality,
taking into account financial condition and profitability, future capital
needs, potential for change in rating, industry outlook, the competitive
environment and management ability. In making these portfolio decisions,
Pioneer relies on the knowledge, experience and judgment of its staff and the
staff of its affiliates who have access to a wide variety of research.


INVESTMENT GRADE SECURITIES
A debt security is considered investment grade if it is:
oRated BBB or higher at the time of purchase by Standard & Poor's Financial
  Services LLC;
oRated the equivalent rating by a nationally recognized statistical rating
  organization; or
oDetermined to be of equivalent credit quality by Pioneer

Securities in the lowest category of investment grade (i.e., BBB) are
 considered to have speculative characteristics.



BELOW INVESTMENT GRADE SECURITIES ("JUNK BONDS")

The portfolio may invest in debt securities rated below investment grade or, if
unrated, of equivalent quality as determined by Pioneer. A debt security is
below investment grade if it is rated BB or lower by Standard & Poor's
Financial Services LLC or the equivalent rating by another nationally
recognized statistical rating organization or determined to be of equivalent
credit quality by Pioneer. Debt securities rated below investment grade are
commonly referred to as "junk bonds" and are considered speculative. Below
investment grade debt securities involve greater risk of loss, are subject to
greater price volatility and are less liquid, especially during periods of
economic uncertainty or change, than higher quality debt securities. Below
investment grade securities also may be more difficult to value.


DEBT RATING CONSIDERATIONS
For purposes of the portfolio's credit quality policies, if a security receives
different ratings from nationally recognized statistical rating organizations,
the portfolio will use the rating chosen by the portfolio manager as most
representative of the security's credit quality. The ratings of nationally
recognized statistical rating organizations represent their opinions as to the
quality of the securities that they undertake to rate and may not accurately
describe the risks of the securities. A rating organization may have a conflict
of interest with respect to a security for which it assigns a quality rating.
In addition, there may be a delay between a change in the credit quality of a
security or other asset and a change in the quality rating assigned to the
security or other asset by a rating organization. If a rating organization
changes the quality rating assigned to one or more of the portfolio's
securities, Pioneer will consider if any action is appropriate in light of the
portfolio's investment objectives and policies. An investor can still lose
significant amounts when investing in investment grade securities.


                                       10
<PAGE>

MORTGAGE-BACKED SECURITIES
The portfolio may invest in mortgage-backed securities. Mortgage-backed
securities may be issued by private issuers, by government-sponsored entities
such as the Federal National Mortgage Association (Fannie Mae) or Federal Home
Loan Mortgage Corporation (Freddie Mac) or by agencies of the U.S. government,
such as the Government National Mortgage Association (Ginnie Mae).
Mortgage-backed securities represent direct or indirect participation in, or
are collateralized by and payable from, mortgage loans secured by real
property. The portfolio's investments in mortgage-related securities may
include mortgage derivatives and structured securities.


The portfolio may invest in collateralized mortgage obligations (CMOs). A CMO
is a mortgage-backed bond that is issued in multiple classes, each with a
specified fixed or floating interest rate and a final scheduled distribution
date. The holder of an interest in a CMO is entitled to receive specified cash
flows from a pool of underlying mortgages or other mortgage-backed securities.
Depending upon the class of CMO purchased, the holder may be entitled to
payment before the cash flow from the pool is used to pay holders of other
classes of the CMO or, alternatively, the holder may be paid only to the extent
that there is cash remaining after the cash flow has been used to pay other
classes. A subordinated interest may serve as a credit support for the senior
securities purchased by other investors.



ASSET-BACKED SECURITIES
The portfolio may invest in asset-backed securities. Asset-backed securities
represent participations in, or are secured by and payable from, assets such as
installment sales or loan contracts, leases, credit card receivables and other
categories of receivables. The portfolio's investments in asset-backed
securities may include derivative and structured securities.


The portfolio may invest in asset-backed securities issued by special entities,
such as trusts, that are backed by a pool of financial assets. The portfolio
may invest in collateralized debt obligations (CDOs), which include
collateralized bond obligations (CBOs), collateralized loan obligations (CLOs)
and other similarly structured securities. A CDO is a trust backed by a pool of
fixed income securities. The trust typically is split into two or more
portions, called tranches, which vary in credit quality, yield, credit support
and right to repayment of principal and interest. Lower tranches pay higher
interest rates but represent lower degrees of credit quality and are more
sensitive to the rate of defaults in the pool of obligations. Certain CDOs may
use derivatives, such as credit default swaps, to create synthetic exposure to
assets rather than holding such assets directly.



SUBORDINATED SECURITIES
The portfolio may invest in securities that are subordinated or "junior" to
more senior securities of the issuer. The investor in a subordinated security
of an issuer is entitled to payment after other holders of debt in that issuer.



NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers emerging
market issuers to include issuers organized under the laws of an emerging
market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets, and emerging market governmental
issuers.


                                       11
<PAGE>

More on the portfolio's investment objectives
and strategies

FLOATING RATE LOANS
Floating rate loans are provided by banks and other financial institutions to
large corporate customers. These loans are rated below investment grade, but
typically are secured with specific collateral and have a senior position in
the capital structure of the borrower. These loans typically have rates of
interest that are reset periodically by reference to a base lending rate, such
as the London Interbank Offered Rate (LIBOR), plus a premium.


INVERSE FLOATING RATE OBLIGATIONS
The portfolio may invest in inverse floating rate obligations (a type of
derivative instrument). The interest rate on inverse floating rate obligations
will generally decrease as short-term interest rates increase, and increase as
short-term rates decrease. Due to their leveraged structure, the sensitivity of
the market value of an inverse floating rate obligation to changes in interest
rates is generally greater than a comparable long-term bond issued by the same
issuer and with similar credit quality, redemption and maturity provisions.
Inverse floating rate obligations may be volatile and involve leverage risk.


EVENT-LINKED BONDS

The portfolio may invest in "event-linked" bonds, which sometimes are referred
to as "insurance-linked" or "catastrophe" bonds. Event-linked bonds are debt
obligations for which the return of principal and the payment of interest are
contingent on the non-occurrence of a pre-defined "trigger" event, such as a
hurricane or an earthquake of a specific magnitude or other event that leads to
physical or economic loss. For some event-linked bonds, the trigger event's
magnitude may be based on losses to a company or industry, industry indexes or
readings of scientific instruments rather than specified actual losses. The
portfolio is entitled to receive principal and interest payments so long as no
trigger event occurs of the description and magnitude specified by the
instrument.

Event-linked bonds may be issued by government agencies, insurance companies,
reinsurers, special purpose corporations or other on-shore or off-shore
entities. The portfolio may invest in interests in pooled entities that invest
primarily in event-linked bonds.


Event-linked bonds are typically rated by at least one nationally recognized
statistical rating agency, but also may be unrated. The rating for an
event-linked bond primarily reflects the rating agency's calculated probability
that a pre-defined trigger event will occur. This rating also assesses the
event-linked bond's credit risk and the model used to calculate the probability
of a trigger event.


DERIVATIVES

The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. The portfolio also may enter into
credit default swaps, which can be used to acquire or to transfer the credit
risk of a security or index of securities without buying or selling the
security or securities comprising the relevant index. A derivative is a
security or instrument whose value is determined by reference to the value or
the change in value of one or more securities, currencies, indices or other
financial instruments. The portfolio may use derivatives for a variety of
purposes, including:


oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative

oTo manage portfolio characteristics (for example, the duration or credit
  quality of the BAD CHARACTERportfolio)

The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.



                                       12
<PAGE>

CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objectives. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the adviser believes
securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       13
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities; in particular, the values of some sovereign debt and of
securities of issuers that invest in sovereign debt and related investments
have fallen, credit has become more scarce worldwide and there has been
significant uncertainty in the markets. Governmental and non-governmental
issuers have defaulted on, or been forced to restructure, their debts; and many
other issuers have faced difficulties refinancing existing obligations. These
market conditions may continue, worsen or spread, including in the U.S., Europe
and beyond. Further defaults or restructurings by governments and others of
their debt could have additional adverse effects on economies, financial
markets and asset valuations around the world. In response to the crisis, the
U.S. and other governments and the Federal Reserve and certain foreign central
banks have taken steps to support financial markets, including by keeping
interest rates at historically low levels. More recently, the Federal Reserve
has reduced its market support activities. Further reduction or withdrawal of
this support, failure of efforts in response to the crisis, or investor
perception that such efforts are not succeeding could negatively affect
financial markets generally as well as increase market volatility and reduce
the value and liquidity of certain securities. This environment could make
identifying investment risks and opportunities especially difficult for the
adviser, and whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position. Particularly during periods of declining or illiquid
markets, the portfolio may experience periods of heavy redemptions that could
cause the portfolio to liquidate its assets at inopportune times or at a loss
or depressed value, and could cause the remaining shareholders in the portfolio
to lose money. Such redemption risk is greater to the extent that the portfolio
has investors with large shareholdings, short investment horizons or
unpredictable cash flow needs.

INTEREST RATE RISK. When interest rates rise, the value of fixed income
securities generally falls. A change in interest rates will not have the same
impact on all fixed income securities. Generally, the longer the maturity or
duration of a fixed income security, the greater the impact of a rise in
interest rates on the security's value. Calculations of duration and maturity
may be based on estimates and may not reliably predict a security's price
sensitivity to changes in interest rates. Moreover, securities can change in
value in response to other factors, such as credit risk. In addition, different
interest rate measures (such as short- and long-term interest rates and U.S.
and foreign interest rates), or interest rates on different types of securities
or securities of different issuers, may not necessarily change in the same
amount or in the same direction. When interest rates go down, the income
received by the portfolio, and the portfolio's yield, may decline. Interest
rates in the U.S. recently have been historically low, and are expected to
rise.


Certain fixed income securities pay interest at variable or floating rates.
Variable rate securities tend to reset at specified intervals, while floating
rate securities may reset whenever there is a change in a specified index rate.
In most cases, these reset provisions reduce the impact of changes in market
interest rates on the


                                       14
<PAGE>


value of the security. However, some securities do not track the underlying
index directly, but reset based on formulas that may produce a leveraging
effect; others may also provide for interest payments that vary inversely with
market rates. The market prices of these securities may fluctuate significantly
when interest rates change. Yield generated by the portfolio may decline due to
a decrease in market interest rates.

CREDIT RISK. If an obligor (such as the issuer itself or a party offering
credit enhancement) for a security held by the portfolio fails to pay,
otherwise defaults, is perceived to be less creditworthy, becomes insolvent or
files for bankruptcy, a security's credit rating is downgraded or the credit
quality or value of an underlying asset declines, the value of your investment
could decline. In addition, the portfolio may incur expenses to protect the
portfolio's interest in securities experiencing these events. Credit risk is
broadly gauged by the credit ratings of the securities in which the portfolio
invests. However, ratings are only the opinions of the companies issuing them
and are not guarantees as to quality.

PREPAYMENT OR CALL RISK. Many fixed income securities give the issuer the
option to prepay or call the security prior to its maturity date. Issuers often
exercise this right when interest rates fall. Accordingly, if the portfolio
holds a fixed income security that can be prepaid or called prior to its
maturity date, it will not benefit fully from the increase in value that other
fixed income securities generally experience when interest rates fall. Upon
prepayment of the security, the portfolio also would be forced to reinvest the
proceeds at then current yields, which would be lower than the yield of the
security that was prepaid or called. In addition, if the portfolio purchases a
fixed income security at a premium (at a price that exceeds its stated par or
principal value), the portfolio may lose the amount of the premium paid in the
event of prepayment.


EXTENSION RISK. During periods of rising interest rates, the average life of
certain types of securities may be extended because of slower than expected
principal payments. This may lock in a below market interest rate, increase the
security's duration (the estimated period until the security is paid in full)
and reduce the value of the security.

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


LIQUIDITY RISK. Liquidity risk exists when particular investments are
impossible or difficult to sell. Although most of the portfolio's securities
and other investments must be liquid at the time of investment, securities and
other investments may become illiquid after purchase by the portfolio,
particularly during periods of market turmoil. Markets may become illiquid
when, for instance, there are few, if any, interested buyers and sellers or
when dealers are unwilling to make a market for certain securities. When the
portfolio holds illiquid investments, its portfolio may be harder to value,
especially in changing markets. If the portfolio is forced to sell or unwind
these investments to meet redemptions or for other cash needs, the portfolio
may suffer a loss. In addition, when there is illiquidity in the market for
certain securities or other investments, the portfolio, due to limitations on
investments in illiquid securities, may be unable to achieve its desired level
of exposure to a certain sector. If an auction fails for an auction rate
security, there may be no secondary market for the security and the portfolio
may be forced to hold the security until the security is refinanced by the
issuer or a secondary market develops. To the extent the portfolio holds a
material percentage of the outstanding debt securities of an issuer, this
practice may impact adversely the liquidity and market value of those
investments.


PORTFOLIO SELECTION RISK. The adviser's judgment about the quality, relative
yield, relative value or market trends affecting a particular sector or region,
market segment, security or about interest rates generally may prove to be
incorrect.

U.S. GOVERNMENT AGENCY OBLIGATIONS RISK. The portfolio invests in obligations
issued by agencies and instrumentalities of the U.S. government.
Government-sponsored entities such as Fannie Mae, Freddie Mac and the Federal
Home Loan Banks (FHLBs), although chartered or sponsored by Congress, are not
funded by congressional appropriations and the debt and mortgage-backed
securities issued by them are neither guaranteed nor issued by the U.S.
government. Such debt and mortgage-backed securities are subject to the risk of



                                       15
<PAGE>

More on the risks of investing in the portfolio

default on the payment of interest and/or principal, similar to debt of private
issuers. Although the U.S. government has provided financial support to Fannie
Mae and Freddie Mac in the past, there can be no assurance that it will support
these or other government-sponsored entities in the future.


MORTGAGE-RELATED AND ASSET-BACKED SECURITIES RISK. The repayment of certain
mortgage-backed and asset-backed securities depends primarily on the cash
collections received from the issuer's underlying asset portfolio and, in
certain cases, the issuer's ability to issue replacement securities. As a
result, there could be losses to the portfolio in the event of credit or market
value deterioration in the issuer's underlying portfolio, mismatches in the
timing of the cash flows of the underlying asset interests and the repayment
obligations of maturing securities, or the issuer's inability to issue new or
replacement securities. These securities are also subject to prepayment and
extension risks. Upon the occurrence of certain triggering events or defaults,
the portfolio may become the holder of underlying assets at a time when those
assets may be difficult to sell or may be sold only at a loss. In the event of
a default, the value of the underlying collateral may be insufficient to pay
certain expenses, such as litigation and foreclosure expenses, and inadequate
to pay any principal or unpaid interest. Privately issued mortgage-backed and
asset-backed securities are not traded on an exchange and may have a limited
market. Without an active trading market, these securities may be particularly
difficult to value given the complexities in valuing the underlying collateral.


Certain mortgage-backed and asset-backed securities may pay principal only at
maturity or may represent only the right to receive payments of principal or
interest on the underlying obligations, but not both. The value of these types
of instruments may change more drastically than debt securities that pay both
principal and interest during periods of changing interest rates. Principal
only instruments generally increase in value if interest rates decline, but are
also subject to the risk of prepayment. Interest only instruments generally
increase in value in a rising interest rate environment when fewer of the
underlying obligations are prepaid. Interest only instruments could lose their
entire value in a declining interest rate environment if the underlying
obligations are prepaid.

Unlike mortgage-related securities issued or guaranteed by the U.S. government
or its agencies and instrumentalities, mortgage-related securities issued by
private issuers do not have a government or government-sponsored entity
guarantee (but may have other credit enhancement), and may, and frequently do,
have less favorable collateral, credit risk or other characteristics. The
portfolio may invest in other mortgage-related securities, including mortgage
derivatives and structured securities. These securities typically are not
secured by real property. Because these securities have embedded leverage
features, small changes in interest or prepayment rates may cause large and
sudden price movements. These securities also can become illiquid and difficult
to value in volatile or declining markets.

Mortgage-backed securities are particularly susceptible to prepayment and
extension risks, because prepayments on the underlying mortgages tend to
increase when interest rates fall and decrease when interest rates rise.

The value of mortgage-backed and asset-backed securities may be affected by
changes in credit quality or value of the mortgage loans or other assets that
support the securities. In addition, for mortgage-backed securities, when
market conditions result in an increase in the default rates on the underlying
mortgages and the foreclosure values of the underlying real estate are below
the outstanding amount of the underlying mortgages, collection of the full
amount of accrued interest and principal on these investments may be less
likely.


The portfolio may invest in CMOs. Principal prepayments on the underlying
mortgage loans may cause a CMO to be retired substantially earlier than its
stated maturity or final distribution date. If there are defaults on the
underlying mortgage loans, the portfolio will be less likely to receive
payments of principal and interest, and will be more likely to suffer a loss.
This risk may be increased to the extent the underlying mortgages include
sub-prime mortgages. As market conditions change, and particularly during
periods of rapid or unanticipated


                                       16
<PAGE>

changes in market interest rates, the attractiveness of a CMO class and the
ability of the structure to provide the anticipated investment characteristics
may be significantly reduced. Such changes can result in volatility in the
market value, and in some instances reduced liquidity, of a CMO class.


In response to the financial crisis that began in 2008, the Federal Reserve has
attempted to keep mortgage rates low by acting as a buyer of mortgage-backed
assets. It is anticipated that this support will end, and mortgage rates may
rise and prices of mortgage-backed securities may fall when that happens. To
the extent the portfolio's assets are invested in mortgage-backed securities,
returns to portfolio investors may decline.

Asset-backed securities are structured like mortgage-backed securities and are
subject to many of the same risks. The ability of an issuer of asset-backed
securities to enforce its security interest in the underlying asset or to
otherwise recover from the underlying obligor may be limited. Certain
asset-backed securities present a heightened level of risk because, in the
event of default, the liquidation value of the underlying assets may be
inadequate to pay any unpaid principal or interest.

RISKS OF INSTRUMENTS THAT ALLOW FOR BALLOON PAYMENTS OR NEGATIVE AMORTIZATION
PAYMENTS. Certain debt instruments allow for balloon payments or negative
amortization payments. Such instruments permit the borrower to avoid paying
currently a portion of the interest accruing on the instrument. While these
features make the debt instrument more affordable to the borrower in the near
term, they increase the risk that the borrower will be unable to make the
resulting higher payment or payments that become due at the maturity of the
loan.


RISKS OF SUBORDINATED SECURITIES. A holder of securities that are subordinated
or "junior" to more senior securities of an issuer is entitled to payment after
holders of more senior securities of the issuer. Subordinated securities are
more likely to suffer a credit loss than non-subordinated securities of the
same issuer, any loss incurred by the subordinated securities is likely to be
proportionately greater, and any recovery of interest or principal may take
more time. As a result, even a perceived decline in creditworthiness of the
issuer is likely to have a greater impact on them.


HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:
oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable
oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries


                                       17
<PAGE>


More on the risks of investing in the portfolio

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
subject to extensive government regulation.


RISKS OF INVESTING IN "WHEN-ISSUED", DELAYED DELIVERY, TO BE ANNOUNCED AND
FORWARD COMMITMENT TRANSACTIONS. The market value of these transactions may
increase or decrease as a result of changes in interest rates. These
transactions involve risk of loss if the value of the underlying security
changes unfavorably before the settlement date or if the assets set aside to
pay for these securities decline in value prior to the settlement date.
Therefore, these transactions may have a leveraging effect on the portfolio,
making the value of an investment in the portfolio more volatile and increasing
the portfolio's overall investment exposure. There is also a risk that the
security will not be issued or that the other party to the transaction will
default on its obligation to purchase or sell the security, which may result in
the portfolio missing the opportunity to obtain a favorable price or yield
elsewhere.


RISKS OF INVESTING IN FLOATING RATE LOANS. Floating rate loans and similar
investments may be illiquid or less liquid than other investments. The value of
collateral, if any, securing a floating rate loan can decline or may be
insufficient to meet the issuer's obligations or may be difficult to liquidate.
No active trading market may exist for many floating rate loans, and many loans
are subject to restrictions on resale. Market quotations for these securities
may be volatile and/or subject to large spreads between bid and ask prices. Any
secondary market may be subject to irregular trading activity and extended
trade settlement periods.


RISKS OF INVESTING IN INVERSE FLOATING RATE OBLIGATIONS. The interest rate on
inverse floating rate obligations will generally decrease as short-term
interest rates increase, and increase as short-term rates decrease. Due to
their leveraged structure, the sensitivity of the market value of an inverse
floating rate obligation to changes in interest rates is generally greater than
a comparable long-term bond issued by the same issuer and with similar credit
quality, redemption and maturity provisions. Inverse floating rate obligations
may be volatile and involve leverage risk.

RISKS OF INVESTING IN EVENT-LINKED BONDS. The return of principal and the
payment of interest on "event-linked" bonds are contingent on the
non-occurrence of a pre-defined "trigger" event, such as a hurricane or an
earthquake of a specific magnitude or other event that leads to physical or
economic loss. If a trigger event, as defined within the terms of an
event-linked bond, involves losses or other metrics exceeding a specific
magnitude in the geographic region and time period specified, the portfolio may
lose a portion or all of its accrued interest and/or principal invested in the
event-linked bond. In addition to the specified trigger events, event-linked
bonds may expose the portfolio to other risks, including but not limited to
issuer (credit) default, adverse regulatory or jurisdictional interpretations
and adverse tax consequences. Event-linked bonds are also subject to the risk
that the model used to calculate the probability of a trigger event was not
accurate and underestimated the likelihood of a trigger event. Upon the
occurrence or possible occurrence of a trigger event, and until the completion
of the processing and auditing of applicable loss claims, the portfolio's
investment



                                       18
<PAGE>


in an event-linked bond may be priced using fair value methods. As a relatively
new type of financial instrument, there is limited trading history for these
securities, and there can be no assurance that a liquid market in these
instruments will develop. Lack of a liquid market may impose the risk of higher
transaction costs and the possibility that the portfolio may be forced to
liquidate positions when it would not be advantageous to do so.

DERIVATIVES RISK. Using swaps, futures and other derivatives exposes the
portfolio to additional risks, may increase the volatility of the portfolio's
net asset value and may not provide the expected result. Derivatives may have a
leveraging effect on the portfolio, and they can disproportionately increase
losses and reduce opportunities for gain when market prices, interest rates or
currencies, or the derivative instruments themselves, behave in a way not
anticipated by the portfolio, especially in abnormal market conditions. Some
derivatives have the potential for unlimited loss, regardless of the size of
the portfolio's initial investment. If changes in a derivative's value do not
correspond to changes in the value of the portfolio's other investments or do
not correlate well with the underlying assets, rate or index, the portfolio may
not fully benefit from, or could lose money on, or could experience unusually
high expenses as a result of, the derivative position. Derivatives involve the
risk of loss if the counterparty defaults on its obligation or if the clearing
firm through which the derivative has been traded becomes insolvent. Certain
derivatives may be less liquid, which may reduce the returns of the portfolio
if it cannot sell or terminate the derivative at an advantageous time or price.
The portfolio also may have to sell assets at inopportune times to satisfy its
obligations. The portfolio may be unable to terminate or sell its derivative
positions. In fact, many over-the-counter derivative instruments will not have
liquidity beyond the counterparty to the instrument. Some derivatives may
involve the risk of improper valuation. The portfolio's use of derivatives may
also increase the amount of taxes payable by shareholders. Suitable derivatives
may not be available in all circumstances or at reasonable prices and may not
be used by the portfolio for a variety of reasons. Risks associated with the
use of derivatives are magnified to the extent that a large portion of the
portfolio's assets are committed to derivatives in general or are invested in
just one or a few types of derivatives. New regulations are changing the
derivatives markets. The regulations may make using derivatives more costly,
may limit their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the regulations are not yet fully known and
may not be for some time. The portfolio's ability to use certain derivative
instruments currently is limited by Commodity Futures Trading Commission rules.


CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative
instrument, involve special risks and may result in losses to the portfolio.
Credit default swaps may in some cases be illiquid, and they increase credit
risk since the portfolio has exposure to both the issuer of the referenced
obligation and the counterparty to the credit default swap. Swaps may be
difficult to unwind or terminate. Certain index-based credit default swaps are
structured in tranches, whereby junior tranches assume greater default risk
than senior tranches. The absence of a central exchange or market for swap
transactions has led, in some instances, to difficulties in trading and
valuation, especially in the event of market disruptions. New regulations
require many kinds of swaps to be executed through a regulated exchange or
market facility and cleared through a regulated clearinghouse. The
establishment of a centralized exchange or market for swap transactions may
disrupt or limit the swap market and may not result in swaps being easier to
trade or value. Market-traded swaps may become more standardized, and the
portfolio may not be able to enter into swaps that meet its investment needs.
The portfolio also may not be able to find a clearinghouse willing to accept
the swaps for clearing. The new regulations may make using swaps more costly,
may limit their availability, or may otherwise adversely affect their value or
performance. The portfolio will be required to trade many swaps through a
broker who is a member of the clearinghouse. The broker may require the
portfolio to post margin to the broker as a down payment on the portfolio's
obligations and may change the amount of margin required from



                                       19
<PAGE>


More on the risks of investing in the portfolio

time to time. The fund may not be able to recover margin amounts if the broker
has financial difficulties. Also, the broker may require the portfolio to
terminate a derivatives position under certain circumstances. This may cause
the portfolio to lose money. The clearinghouse will be the portfolio's
counterparty for the derivatives trades. The portfolio will take the risk that
the counterparty defaults. The portfolio also may be exposed to additional
risks as a result of the new regulations. The extent and impact of the new
regulations are not yet fully known and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


REPURCHASE AGREEMENT RISK. In the event that the other party to a repurchase
agreement defaults on its obligations, the portfolio may encounter delay and
incur costs before being able to sell the security. Such a delay may involve
loss of interest or a decline in price of the security. In addition, if the
portfolio is characterized by a court as an unsecured creditor, it would be at
risk of losing some or all of the principal and interest involved in the
transaction.

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

RISKS OF ZERO COUPON BONDS, PAYMENT IN KIND, DEFERRED AND CONTINGENT PAYMENT
SECURITIES. Zero coupon bonds (which do not pay interest until maturity) and
payment in kind securities (which pay interest in the form of additional
securities) may be more speculative and may fluctuate more in value than
securities which pay income periodically and in cash. These securities are more
likely to respond to changes in interest rates than interest-bearing securities
having similar maturities and credit quality. These securities are more
sensitive to the credit quality of the underlying issuer. Payment in kind
securities may be difficult to value because their continuing accruals require
judgments about the collectability of the deferred payments and the value of
any collateral. Deferred interest securities are obligations that generally
provide for a period of delay before the regular payment of interest begins and
are issued at a significant discount from face value. The interest rate on
contingent payment securities is determined by the outcome of an event, such as
the performance of a financial index. If the financial index does not increase
by a prescribed amount, the portfolio may receive no interest.

Unlike bonds that pay interest throughout the period to maturity, the portfolio
generally will realize no cash until maturity and, if the issuer defaults, the
portfolio may obtain no return at all on its investment. In addition, although
the portfolio receives no periodic cash payments on such securities, the
portfolio is deemed for tax purposes to receive income from such securities,
which applicable tax rules require the portfolio to distribute to shareholders.
Such distributions may be taxable when distributed to taxable shareholders and,
in addition, could reduce the portfolio's reserve position and require the
portfolio to sell securities and incur a gain or loss at a time it may not
otherwise want in order to provide the cash necessary for these distributions.



                                       20
<PAGE>


VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on days when
the portfolio is holding fair-valued securities may receive fewer or more
shares or lower or higher redemption proceeds than they would have received if
the portfolio had not fair-valued the security or had used a different
valuation methodology. The value of foreign securities, certain fixed income
securities and currencies, as applicable, may be materially affected by events
after the close of the market on which they are valued, but before the
portfolio determines its net asset value.

CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objectives.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       21
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, selects the portfolio's
investments and oversees the portfolio's operations.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio is the responsibility of Kenneth J.
Taubes. Mr. Taubes is supported by Charles Melchreit. Mr. Taubes and Mr.
Melchreit are supported by the fixed income team. Members of this team manage
other Pioneer funds investing primarily in fixed income securities. The
portfolio managers and the team also may draw upon the research and investment
management expertise of the global research teams, which provide fundamental
and quantitative research on companies and include members from one or more of
Pioneer's affiliates.

Mr. Taubes, executive vice president and chief investment officer, U.S. of
Pioneer, is responsible for overseeing the U.S. and global fixed income teams.
He joined Pioneer as a senior vice president in September 1998 and has been an
investment professional since 1982. Mr Taubes has served as a portfolio manager
of the portfolio since 2004.

Mr. Melchreit, senior vice president, joined Pioneer in 2006, and has served as
a portfolio manager of the portfolio since 2012.


The portfolio's 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
the portfolio.


MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.50% of the portfolio's average daily net assets. The fee is normally
accrued daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.50% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



                                       22
<PAGE>

DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


                                       23
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated.


The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.


Senior loans are valued at the mean between the last available bid and asked
prices for one or more brokers or dealers as obtained from an independent third
party pricing service. If no reliable prices are available from either the
primary or an alternative pricing service, broker quotes will be solicited.
Event linked bonds are valued at the bid price obtained from an independent
third party pricing service.


The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
approved by the Board of Trustees using a variety of techniques and methods.
The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily


                                       24
<PAGE>

available or may be unreliable - the portfolio may use fair value methods more
frequently than funds that primarily invest in securities that are more widely
traded. Valuing securities using fair value methods may cause the net asset
value of the portfolio's shares to differ from the net asset value that would
be calculated only using market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       25
<PAGE>

Shareholder information

PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       26
<PAGE>

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       27
<PAGE>

Shareholder information

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       28
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


DISTRIBUTIONS
The portfolio generally pays any distributions of net short- and long-term
capital gains in November. The portfolio declares a dividend of net investment
income other than net short- and long-term capital gains daily. Dividends are
normally paid on the last business day of each month. The portfolio may also
pay dividends and capital gain distributions at other times if necessary for
the portfolio to avoid federal income or excise tax.


                                       29
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER BOND VCT PORTFOLIO


CLASS I



<TABLE>
<CAPTION>
                                                              YEAR         YEAR         YEAR         YEAR         YEAR
                                                             ENDED        ENDED        ENDED        ENDED        ENDED
                                                            12/31/13     12/31/12     12/31/11     12/31/10     12/31/09
                                                          -----------  -----------  -----------  -----------  -----------
<S>                                                       <C>          <C>          <C>          <C>          <C>
Net asset value, beginning of period                        $ 11.49      $ 11.89      $ 11.84      $ 11.39      $ 10.24
                                                            -------      -------      -------      -------      -------
Net increase (decrease) from investment operations:
 Net investment income                                      $  0.46      $  0.50      $  0.61      $  0.57      $  0.60
 Net realized and unrealized gain (loss) on investments       (0.34)        0.49         0.03         0.46         1.15
                                                            -------      -------      -------      -------      -------
  Net increase from investment operations                   $  0.12      $  0.99      $  0.64      $  1.03      $  1.75
Distributions to shareowners:
 Net investment income                                        (0.48)       (0.55)       (0.59)       (0.58)       (0.60)
 Net realized gain                                            (0.12)       (0.84)           -            -            -
                                                            -------      -------      -------      -------      -------
Total distributions                                         $ (0.60)     $ (1.39)     $ (0.59)     $ (0.58)     $ (0.60)
                                                            -------      -------      -------      -------      -------
Net increase (decrease) in net asset value                  $ (0.48)     $ (0.40)     $  0.05      $  0.45      $  1.15
                                                            -------      -------      -------      -------      -------
Net asset value, end of period                              $ 11.01      $ 11.49      $ 11.89      $ 11.84      $ 11.39
                                                            -------      -------      -------      -------      -------
Total return*                                                  1.02%        8.75%        5.53%        9.21%       17.58%
Ratio of net expenses to average net assets                    0.62%        0.62%        0.62%        0.62%        0.62%
Ratio of net investment income to average net assets           4.07%        4.29%        5.12%        4.83%        5.53%
Portfolio turnover rate                                          33%          26%          38%          51%          42%
Net assets, end of period (in thousands)                    $26,689      $32,367      $33,151      $39,247      $40,031
Ratios with no waiver of fees by the Adviser:
Total expenses                                                 1.08%        1.07%        0.86%        0.74%        0.76%
 Net investment income                                         3.61%        3.83%        4.88%        4.71%        5.39%
</TABLE>



*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.

NOTE : The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, separate account charges, and sales
    charges.


                                       30
<PAGE>

                                     Notes
<PAGE>


                                     Notes

<PAGE>

                                     Notes
<PAGE>

Pioneer Variable Contracts Trust
PIONEER BOND VCT PORTFOLIO
CLASS I SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   19076-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>



<PAGE>

PIONEER BOND VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class II Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objectives
and strategies.........................................  9
More on the risks of investing in the portfolio........ 14
Management............................................. 22
Pricing of shares...................................... 24
Shareholder information................................ 26
Distributions and taxes................................ 29
Financial highlights................................... 30
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVES

To provide current income from an investment grade portfolio with due regard to
preservation of capital and prudent investment risk. The portfolio also seeks a
relatively stable level of dividends; however, the level of dividends will be
maintained only if consistent with preserving the investment grade quality of
the portfolio.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)      CLASS II
-------------------------------------------------------------------------------------- ---------
<S>                                                                                    <C>
Management Fees                                                                           0.50%
--------------------------------------------------------------------------------------    -----
Distribution and Service (12b-1) Fees                                                     0.25%
--------------------------------------------------------------------------------------    -----
Other Expenses                                                                            0.61%
--------------------------------------------------------------------------------------    -----
Total Annual Portfolio Operating Expenses                                                 1.36%
--------------------------------------------------------------------------------------    -----
Fee Waiver and Expense Limitation/1/                                                     -0.46%
--------------------------------------------------------------------------------------    -----
Total Annual Portfolio Operating Expenses After Fee Waiver and Expense Limitation/1/      0.90%
--------------------------------------------------------------------------------------    -----
</TABLE>



1 The portfolio's investment adviser has contractually agreed to limit ordinary
  operating expenses (ordinary operating expenses means all portfolio expenses
  other than extraordinary expenses, such as litigation, taxes, brokerage
  commissions and acquired fund fees and expenses) of Class II shares, based
  on the amount such expenses are reduced for another class of shares of the
  portfolio (0.46% for the fiscal year ended December 31, 2013). This expense
  limitation is in effect through May 1, 2015. There can be no assurance that
  the adviser will extend the expense limitations beyond such time. Net
  expenses for a Class may exceed the applicable expense limitation to the
  extent that the portfolio incurs excluded expenses. While in effect, the
  arrangement may be terminated only by agreement of the adviser and the Board
  of Trustees.



EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same except for year one (which considers the
effect of the expense limitation). This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
             NUMBER OF YEARS YOU OWN YOUR
                        SHARES
             (WITH OR WITHOUT REDEMPTION)
           --------------------------------
              1      3       5        10
           ------ ------- ------- ---------
<S>        <C>    <C>     <C>     <C>
Class II   $92    $385    $701    $1,595
---------- ---    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 33% of the average value of the portfolio.



                                       1
<PAGE>

Portfolio summary

PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its net assets (plus the amount
of borrowings, if any, for investment purposes) in debt securities issued or
guaranteed by the U.S. government, its agencies and instrumentalities,
investment grade debt securities (including convertible debt) of corporate or
other issuers and cash, cash equivalents and other short-term holdings.
Derivative instruments that provide exposure to such securities or have similar
economic characteristics may be used to satisfy the portfolio's 80% policy.

The portfolio may invest a substantial portion of its assets in
mortgage-related securities, including "sub-prime" mortgages, and asset-backed
securities. The portfolio also may invest a portion of its assets in
subordinated debt securities, below investment grade debt securities (known as
"junk bonds"), securities that are in default, securities of non-U.S. issuers,
and event-linked bonds and other insurance-linked securities.


The portfolio may invest up to 20% of its net assets in debt securities rated
below investment grade or, if unrated, of equivalent credit quality as
determined by the adviser. The portfolio may invest up to 15% of its total
assets in securities of non-U.S. issuers, including up to 5% of its total
assets in securities of emerging market issuers.

The portfolio may invest in securities with a broad range of maturities, and
maintains an average portfolio maturity which varies based upon the judgment of
the portfolio's investment adviser. The portfolio's investments may have fixed
or variable principal payments and all types of interest rate payment and reset
terms, including fixed rate, floating rate, inverse floating rate, zero coupon,
contingent, deferred and payment in kind and auction rate features. The
portfolio's investments may include instruments that allow for balloon payments
or negative amortization payments.


The portfolio may, but is not required to, use derivatives, such as credit
default swaps. The portfolio may use derivatives for a variety of purposes,
including: in an attempt to hedge against adverse changes in the market price
of securities, interest rates or currency exchange rates; as a substitute for
purchasing or selling securities; to attempt to increase the portfolio's return
as a non-hedging strategy that may be considered speculative; and to manage
portfolio characteristics. The portfolio may choose not to make use of
derivatives for a variety of reasons, and any use may be limited by applicable
law and regulations. The portfolio may hold cash or other short-term
investments.


The adviser considers both broad economic and issuer specific factors in
selecting investments. In assessing the appropriate maturity, credit quality
and sector weighting of the portfolio's portfolio, the adviser considers a
variety of factors that are expected to influence economic activity and
interest rates. The adviser selects individual securities to buy and sell based
upon such factors as a security's yield, liquidity and rating, an assessment of
credit quality, and sector and issuer diversification.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities of issuers worldwide.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts, and many other issuers have faced difficulties
obtaining credit. These market conditions may continue, worsen or spread,
including in the U.S., Europe and beyond. Further defaults or restructurings by
governments and others of their debt could have additional



                                       2
<PAGE>


adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and in other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.

INTEREST RATE RISK. Interest rates may go up, causing the value of the
portfolio's investments to decline (this risk generally will be greater for
securities with longer maturities or durations). Interest rates in the U.S.
recently have been historically low and are expected to rise.

CREDIT RISK. If an issuer or guarantor of a security held by the portfolio or a
counterparty to a financial contract with the portfolio defaults on its
obligation to pay principal and/or interest, has its credit rating downgraded
or is perceived to be less creditworthy, or the credit quality or value of any
underlying assets declines, the value of your investment will decline. Credit
risk is broadly gauged by the credit ratings of the securities in which the
portfolio invests. However, ratings are only the opinions of the companies
issuing them and are not guarantees as to quality.


PREPAYMENT OR CALL RISK. Many issuers have a right to prepay their securities.
If interest rates fall, an issuer may exercise this right. If this happens, the
portfolio will be forced to reinvest prepayment proceeds at a time when yields
on securities available in the market are lower than the yield on the prepaid
security. The portfolio also may lose any premium it paid on the security.


EXTENSION RISK. During periods of rising interest rates, the average life of
certain types of securities may be extended because of slower than expected
principal payments. This may lock in a below market interest rate, increase the
security's duration and reduce the value of the security.

LIQUIDITY RISK. Some securities and derivatives held by the portfolio may be
impossible or difficult to sell or unwind, particularly during times of market
turmoil. Illiquid securities and derivatives also may be difficult to value. If
the portfolio is forced to sell an illiquid asset or unwind a derivatives
position to meet redemption requests or other cash needs, the portfolio may be
forced to sell at a loss.


PORTFOLIO SELECTION RISK. The adviser's judgment about the quality, relative
yield, relative value or market trends affecting a particular sector or region,
market segment, security or about interest rates generally may prove to be
incorrect.

U.S. GOVERNMENT AGENCY OBLIGATIONS RISK. The portfolio invests in obligations
issued by agencies and instrumentalities of the U.S. government.
Government-sponsored entities such as Federal National Mortgage Association
(Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and the
Federal Home Loan Banks (FHLBs), although chartered or sponsored by Congress,
are not funded by congressional appropriations and the debt and mortgage-backed
securities issued by them are neither guaranteed nor issued by the U.S.
government. Such debt and mortgage-backed securities are subject to the risk of
default on the payment of interest and/or principal, similar to debt of private
issuers. Although the U.S. government has provided financial support to Fannie
Mae and Freddie Mac in the past, there can be no assurance that it will support
these or other government-sponsored entities in the future.


                                       3
<PAGE>


Portfolio summary

MORTGAGE-RELATED AND ASSET-BACKED SECURITIES RISK. The value of
mortgage-related and asset-backed securities will be influenced by factors
affecting the housing market and the assets underlying such securities. As a
result, during periods of declining asset value, difficult or frozen credit
markets, swings in interest rates, or deteriorating economic conditions,
mortgage-related and asset-backed securities may decline in value, face
valuation difficulties, become more volatile and/or become illiquid. These
securities are also subject to prepayment and extension risks. Some of these
securities may receive little or no collateral protection from the underlying
assets and are thus subject to the risk of default. The risk of such defaults
is generally higher in the case of mortgage-backed investments that include
so-called "sub-prime" mortgages. The structure of some of these securities may
be complex and there may be less available information than for other types of
debt securities. Upon the occurrence of certain triggering events or defaults,
the portfolio may become the holder of underlying assets at a time when those
assets may be difficult to sell or may be sold only at a loss.

RISKS OF INSTRUMENTS THAT ALLOW FOR BALLOON PAYMENTS OR NEGATIVE AMORTIZATION
PAYMENTS. Certain debt instruments allow for balloon payments or negative
amortization payments. Such instruments permit the borrower to avoid paying
currently a portion of the interest accruing on the instrument. While these
features make the debt instrument more affordable to the borrower in the near
term, they increase the risk that the borrower will be unable to make the
resulting higher payment or payments that become due at the maturity of the
loan.


RISKS OF SUBORDINATED SECURITIES. A holder of securities that are subordinated
or "junior" to more senior securities of an issuer is entitled to payment after
holders of more senior securities of the issuer. Subordinated securities are
more likely to suffer a credit loss than non-subordinated securities of the
same issuer, any loss incurred by the subordinated securities is likely to be
proportionately greater, and any recovery of interest or principal may take
more time. As a result, even a perceived decline in creditworthiness of the
issuer is likely to have a greater impact on them.


HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default.

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


RISKS OF INVESTING IN WHEN-ISSUED, DELAYED DELIVERY, TO BE ANNOUNCED AND
FORWARD COMMITMENT TRANSACTIONS. The market value of these transactions may
increase or decrease as a result of changes in interest rates. These
transactions involve risk of loss if the value of the underlying security
changes unfavorably before the settlement date or if the assets set aside to
pay for these securities decline in value prior to the settlement date.
Therefore, these transactions may have a leveraging effect on the portfolio,
making the



                                       4
<PAGE>


value of an investment in the portfolio more volatile and increasing the
portfolio's overall investment exposure. There is also a risk that the other
party to the transaction will default on its obligation to purchase or sell the
security, which may result in the portfolio missing the opportunity to obtain a
favorable price or yield elsewhere.


RISKS OF INVESTING IN FLOATING RATE LOANS. Floating rate loans and similar
investments may be illiquid or less liquid than other investments. The value of
collateral, if any, securing a floating rate loan can decline or may be
insufficient to meet the issuer's obligations or may be difficult to liquidate.
No active trading market may exist for many floating rate loans, and many loans
are subject to restrictions on resale. Market quotations for these securities
may be volatile and/or subject to large spreads between bid and ask prices. Any
secondary market may be subject to irregular trading activity and extended
trade settlement periods.


RISKS OF INVESTING IN INVERSE FLOATING RATE OBLIGATIONS. The interest rate on
inverse floating rate obligations will generally decrease as short-term
interest rates increase, and increase as short-term rates decrease. Due to
their leveraged structure, the sensitivity of the market value of an inverse
floating rate obligation to changes in interest rates is generally greater than
a comparable long-term bond issued by the same issuer and with similar credit
quality, redemption and maturity provisions. Inverse floating rate obligations
may be volatile and involve leverage risk.

RISKS OF INVESTING IN EVENT-LINKED BONDS. The return of principal and the
payment of interest on "event-linked" bonds are contingent on the
non-occurrence of a pre-defined "trigger" event, such as a hurricane or an
earthquake of a specific magnitude or other event that leads to physical or
economic loss. If a trigger event, as defined within the terms of an
event-linked bond, involves losses or other metrics exceeding a specific
magnitude in the geographic region and time period specified, the portfolio may
lose a portion or all of its accrued interest and/or principal invested in the
event-linked bond. In addition to the specified trigger events, event-linked
bonds may expose the portfolio to other risks, including but not limited to
issuer (credit) default, adverse regulatory or jurisdictional interpretations
and adverse tax consequences.

DERIVATIVES RISK. Using swaps, futures and other derivatives can increase
portfolio losses and reduce opportunities for gains when market prices,
interest rates or the derivative instruments themselves behave in a way not
anticipated by the portfolio. Using derivatives may increase the volatility of
the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.

CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative
instrument, involve special risks and may result in losses to the portfolio.
Credit default swaps may in some cases be illiquid, and they increase credit
risk since the portfolio has exposure to the issuer of the referenced
obligation and either the counterparty to the credit default swap or, if it is
a cleared transaction, the brokerage firm through which the trade was cleared
and the clearing organization that is the counterparty to that trade. In
addition, for cleared trades, the brokerage firm would impose margin
requirements and would be able to require termination of those trades in
certain circumstances. Certain credit default swaps will be required to be
traded on a regulated execution facility or contract market that makes them
available for trading. The transition to trading these



                                       5
<PAGE>


Portfolio summary

swaps on such a facility or contract market may not result in swaps being
easier to trade or value and may present certain execution risks if such a
facility or contract market does not operate properly. Swaps may be difficult
to unwind or terminate. Certain index-based credit default swaps are structured
in tranches, whereby junior tranches assume greater default risk than senior
tranches. Once fully implemented, new regulations may make swaps more costly,
may limit their availability, or may otherwise adversely affect the value or
performance of these instruments. The extent and impact of these regulations
are not yet fully known and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


REPURCHASE AGREEMENT RISK. In the event that the other party to a repurchase
agreement defaults on its obligations, the portfolio may encounter delay and
incur costs before being able to sell the security. Such a delay may involve
loss of interest or a decline in price of the security. In addition, if the
portfolio is characterized by a court as an unsecured creditor, it would be at
risk of losing some or all of the principal and interest involved in the
transaction.

RISKS OF CONVERTIBLE SECURITIES. The market values of convertible securities
tend to decline as interest rates increase and, conversely, to increase as
interest rates decline. A downturn in equity markets may cause the price of
convertible securities to decrease relative to other fixed income securities.

RISKS OF ZERO COUPON BONDS, PAYMENT IN KIND, DEFERRED AND CONTINGENT PAYMENT
SECURITIES. These securities may be more speculative and may fluctuate more in
value than securities which pay income periodically and in cash. In addition,
although the portfolio receives no periodic cash payments on such securities,
the portfolio is deemed for tax purposes to receive income from such
securities, which applicable tax rules require the portfolio to distribute to
shareholders. Such distributions may be taxable when distributed to taxable
shareholders.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets
or that are valued using a fair value methodology. Investors who purchase or
redeem portfolio shares on days when the portfolio is holding fair-valued
securities may receive fewer or more shares or lower or higher redemption
proceeds than they would have received if the portfolio had not fair-valued the
security or had used a different valuation methodology.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


                                       6
<PAGE>

THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class II shares from
calendar year to calendar year. The table shows the average annual total
returns for Class II shares of the portfolio over time and compares these
returns to the returns of the Barclays Capital Aggregate Bond Index, a
broad-based measure of market performance that has characteristics relevant to
the portfolio's investment strategies.

The portfolio acquired all of the assets and those liabilities reflected in the
net asset value of the Safeco RST Bond Portfolio (the predecessor portfolio) on
December 10, 2004. The performance shown for Class II shares of the portfolio
reflects the performance of the predecessor portfolio prior to the
reorganization. The predecessor portfolio's performance has been restated to
reflect the 0.25% Rule 12b-1 fees applicable to Class II shares. This
adjustment had the effect of reducing the previously reported performance of
the predecessor portfolio. Prior to August 2, 2004, Safeco Asset Management,
Inc. served as the predecessor portfolio's investment adviser.

The performance shown for Class II shares for periods prior to the commencement
of operations of Class II shares on November 9, 2007 is based on the
performance of Class I shares of the portfolio, reduced to reflect the higher
distribution fee of Class II shares.

The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.


ANNUAL RETURN CLASS II SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04      '05    '06    '07    '08     '09     '10    '11    '12    '13
<S>      <C>    <C>    <C>    <C>     <C>     <C>    <C>    <C>    <C>
  3.26   2.37   4.42   6.29   -0.88   17.29   8.94   5.37   8.43   0.83
</TABLE>






For the period covered by the bar chart:
THE HIGHEST CALENDAR QUARTERLY RETURN WAS 6.83% (07/01/2009 TO 09/30/2009).
THE LOWEST CALENDAR QUARTERLY RETURN WAS -2.66% (04/01/2004 TO 06/30/2004).


AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                             1 YEAR   5 YEARS
                                                                                           -------- ---------
<S>                                                                                        <C>      <C>
Class II                                                                                     0.83      8.04
------------------------------------------------------------------------------------------   ----      ----
Barclays Capital Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)   -2.02      4.44
------------------------------------------------------------------------------------------  -----      ----



<CAPTION>
                                                                                                            SINCE
                                                                                                        INCEPTION
                                                                                             10 YEARS  (07/21/87)
                                                                                           ---------- -----------
<S>                                                                                        <C>        <C>
Class II                                                                                       5.52         6.25
-------------------------------------------------------------------------------------------    ----         ----
Barclays Capital Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)      4.55         6.85
-------------------------------------------------------------------------------------------    ----         ----
</TABLE>


                                       7
<PAGE>

Portfolio summary

MANAGEMENT



<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   Kenneth J. Taubes. executive vice president and chief investment officer, U.S.
                       of Pioneer (portfolio manager of the portfolio since 2004), and Charles
                       Melchreit, senior vice president of Pioneer (portfolio manager of the portfolio
                       since 2012)
</TABLE>


TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       8
<PAGE>

More on the portfolio's investment objectives
and strategies


INVESTMENT OBJECTIVES
To provide current income from an investment grade portfolio with due regard to
preservation of capital and prudent investment risk. The portfolio also seeks a
relatively stable level of dividends; however, the level of dividends will be
maintained only if consistent with preserving the investment grade quality of
the portfolio.

The portfolio's investment objectives may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objectives.


PRINCIPAL INVESTMENT STRATEGIES
The portfolio invests primarily in:
odebt securities issued or guaranteed by the U.S. government or its agencies
  and instrumentalities,
odebt securities, including convertible debt, of corporate and other issuers
  rated at least investment grade at the time of investment, and comparably
  rated commercial paper,
ocash and cash equivalents, certificates of deposit, repurchase agreements
  maturing in one week or less and bankers' acceptances.


Normally, the portfolio invests at least 80% of its net assets (plus the amount
of borrowings, if any, for investment purposes) in these securities. Derivative
instruments that provide exposure to such securities or have similar economic
characteristics may be used to satisfy the portfolio's 80% policy.


The portfolio will provide written notice to shareholders at least 60 days
prior to any change to the requirement that it invest at least 80% of its
assets as described above.

Cash and cash equivalents include cash balances, accrued interest and
receivables for items such as the proceeds, not yet received, from the sale of
the portfolio's portfolio investments.

U.S. government securities include U.S. Treasury obligations, such as bills,
bonds and notes, and obligations issued or guaranteed by U.S. government
agencies or instrumentalities. These obligations may be supported by:
othe full faith and credit of the U.S. Treasury, such as securities issued by
  the Government National Mortgage Association (GNMA);
othe authority of the U.S. government to purchase certain obligations of the
  issuer, such as securities issued by the Federal National Mortgage
  Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation
  (Freddie Mac);
othe limited authority of the issuer to borrow from the U.S. Treasury; or
oonly the credit of the issuer.

The portfolio may invest a substantial portion of its assets in
mortgage-related securities, including "sub-prime" mortgages, and asset-backed
securities. Mortgage-backed securities represent interests in pools of mortgage
loans assembled for sale to investors by various U.S. governmental agencies,
government-related organizations and private issuers.

The portfolio may invest in securities with a broad range of maturities and
maintains an average portfolio maturity which varies based upon the judgment of
Pioneer Investment Management, Inc. (Pioneer), the portfolio's investment
adviser. The portfolio's investments may have fixed or variable principal
payments and all types of interest rate payment and reset terms, including
fixed rate, floating rate, inverse floating rate, zero coupon, contingent,
deferred and payment in kind and auction rate features. The portfolio's
investments may include instruments that allow for balloon payments or negative
amortization payments.

The portfolio may invest up to 20% of its net assets in debt securities rated
below investment grade or, if unrated, of equivalent credit quality as
determined by Pioneer. The portfolio's investment in debt securities rated
below investment grade may include debt securities rated "D" or better, or
comparable unrated securities. Debt securities rated "D" are in default.


                                       9
<PAGE>

More on the portfolio's investment objectives
and strategies

The portfolio may invest a portion of its assets in subordinated debt
securities.

The portfolio may invest up to 15% of its total assets in securities of
non-U.S. issuers. Up to 5% of the portfolio's total assets may be invested in
securities of emerging market issuers. The portfolio does not count securities
of Canadian issuers against the limit on investment in securities of non-U.S.
issuers.

Pioneer considers both broad economic and issuer specific factors in selecting
a portfolio designed to achieve the portfolio's investment objectives. In
assessing the appropriate maturity, rating and sector weighting of the
portfolio's portfolio, Pioneer considers a variety of factors that are expected
to influence economic activity and interest rates. These factors include
fundamental economic indicators, such as the rates of economic growth and
inflation, Federal Reserve monetary policy and the relative value of the U.S.
dollar compared to other currencies. Once Pioneer determines the preferable
portfolio characteristics, Pioneer selects individual securities based upon the
terms of the securities (such as yields compared to U.S. Treasuries or
comparable issues), liquidity and rating, sector and issuer diversification.
Pioneer also employs fundamental research to assess an issuer's credit quality,
taking into account financial condition and profitability, future capital
needs, potential for change in rating, industry outlook, the competitive
environment and management ability. In making these portfolio decisions,
Pioneer relies on the knowledge, experience and judgment of its staff and the
staff of its affiliates who have access to a wide variety of research.


INVESTMENT GRADE SECURITIES
A debt security is considered investment grade if it is:
oRated BBB or higher at the time of purchase by Standard & Poor's Financial
  Services LLC;
oRated the equivalent rating by a nationally recognized statistical rating
  organization; or
oDetermined to be of equivalent credit quality by Pioneer

Securities in the lowest category of investment grade (i.e., BBB) are
 considered to have speculative characteristics.



BELOW INVESTMENT GRADE SECURITIES ("JUNK BONDS")

The portfolio may invest in debt securities rated below investment grade or, if
unrated, of equivalent quality as determined by Pioneer. A debt security is
below investment grade if it is rated BB or lower by Standard & Poor's
Financial Services LLC or the equivalent rating by another nationally
recognized statistical rating organization or determined to be of equivalent
credit quality by Pioneer. Debt securities rated below investment grade are
commonly referred to as "junk bonds" and are considered speculative. Below
investment grade debt securities involve greater risk of loss, are subject to
greater price volatility and are less liquid, especially during periods of
economic uncertainty or change, than higher quality debt securities. Below
investment grade securities also may be more difficult to value.


DEBT RATING CONSIDERATIONS
For purposes of the portfolio's credit quality policies, if a security receives
different ratings from nationally recognized statistical rating organizations,
the portfolio will use the rating chosen by the portfolio manager as most
representative of the security's credit quality. The ratings of nationally
recognized statistical rating organizations represent their opinions as to the
quality of the securities that they undertake to rate and may not accurately
describe the risks of the securities. A rating organization may have a conflict
of interest with respect to a security for which it assigns a quality rating.
In addition, there may be a delay between a change in the credit quality of a
security or other asset and a change in the quality rating assigned to the
security or other asset by a rating organization. If a rating organization
changes the quality rating assigned to one or more of the portfolio's
securities, Pioneer will consider if any action is appropriate in light of the
portfolio's investment objectives and policies. An investor can still lose
significant amounts when investing in investment grade securities.


                                       10
<PAGE>

MORTGAGE-BACKED SECURITIES
The portfolio may invest in mortgage-backed securities. Mortgage-backed
securities may be issued by private issuers, by government-sponsored entities
such as the Federal National Mortgage Association (Fannie Mae) or Federal Home
Loan Mortgage Corporation (Freddie Mac) or by agencies of the U.S. government,
such as the Government National Mortgage Association (Ginnie Mae).
Mortgage-backed securities represent direct or indirect participation in, or
are collateralized by and payable from, mortgage loans secured by real
property. The portfolio's investments in mortgage-related securities may
include mortgage derivatives and structured securities.


The portfolio may invest in collateralized mortgage obligations (CMOs). A CMO
is a mortgage-backed bond that is issued in multiple classes, each with a
specified fixed or floating interest rate and a final scheduled distribution
date. The holder of an interest in a CMO is entitled to receive specified cash
flows from a pool of underlying mortgages or other mortgage-backed securities.
Depending upon the class of CMO purchased, the holder may be entitled to
payment before the cash flow from the pool is used to pay holders of other
classes of the CMO or, alternatively, the holder may be paid only to the extent
that there is cash remaining after the cash flow has been used to pay other
classes. A subordinated interest may serve as a credit support for the senior
securities purchased by other investors.



ASSET-BACKED SECURITIES
The portfolio may invest in asset-backed securities. Asset-backed securities
represent participations in, or are secured by and payable from, assets such as
installment sales or loan contracts, leases, credit card receivables and other
categories of receivables. The portfolio's investments in asset-backed
securities may include derivative and structured securities.


The portfolio may invest in asset-backed securities issued by special entities,
such as trusts, that are backed by a pool of financial assets. The portfolio
may invest in collateralized debt obligations (CDOs), which include
collateralized bond obligations (CBOs), collateralized loan obligations (CLOs)
and other similarly structured securities. A CDO is a trust backed by a pool of
fixed income securities. The trust typically is split into two or more
portions, called tranches, which vary in credit quality, yield, credit support
and right to repayment of principal and interest. Lower tranches pay higher
interest rates but represent lower degrees of credit quality and are more
sensitive to the rate of defaults in the pool of obligations. Certain CDOs may
use derivatives, such as credit default swaps, to create synthetic exposure to
assets rather than holding such assets directly.



SUBORDINATED SECURITIES
The portfolio may invest in securities that are subordinated or "junior" to
more senior securities of the issuer. The investor in a subordinated security
of an issuer is entitled to payment after other holders of debt in that issuer.



NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers emerging
market issuers to include issuers organized under the laws of an emerging
market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets, and emerging market governmental
issuers.


                                       11
<PAGE>

More on the portfolio's investment objectives
and strategies

FLOATING RATE LOANS
Floating rate loans are provided by banks and other financial institutions to
large corporate customers. These loans are rated below investment grade, but
typically are secured with specific collateral and have a senior position in
the capital structure of the borrower. These loans typically have rates of
interest that are reset periodically by reference to a base lending rate, such
as the London Interbank Offered Rate (LIBOR), plus a premium.


INVERSE FLOATING RATE OBLIGATIONS
The portfolio may invest in inverse floating rate obligations (a type of
derivative instrument). The interest rate on inverse floating rate obligations
will generally decrease as short-term interest rates increase, and increase as
short-term rates decrease. Due to their leveraged structure, the sensitivity of
the market value of an inverse floating rate obligation to changes in interest
rates is generally greater than a comparable long-term bond issued by the same
issuer and with similar credit quality, redemption and maturity provisions.
Inverse floating rate obligations may be volatile and involve leverage risk.


EVENT-LINKED BONDS

The portfolio may invest in "event-linked" bonds, which sometimes are referred
to as "insurance-linked" or "catastrophe" bonds. Event-linked bonds are debt
obligations for which the return of principal and the payment of interest are
contingent on the non-occurrence of a pre-defined "trigger" event, such as a
hurricane or an earthquake of a specific magnitude or other event that leads to
physical or economic loss. For some event-linked bonds, the trigger event's
magnitude may be based on losses to a company or industry, industry indexes or
readings of scientific instruments rather than specified actual losses. The
portfolio is entitled to receive principal and interest payments so long as no
trigger event occurs of the description and magnitude specified by the
instrument.

Event-linked bonds may be issued by government agencies, insurance companies,
reinsurers, special purpose corporations or other on-shore or off-shore
entities. The portfolio may invest in interests in pooled entities that invest
primarily in event-linked bonds.


Event-linked bonds are typically rated by at least one nationally recognized
statistical rating agency, but also may be unrated. The rating for an
event-linked bond primarily reflects the rating agency's calculated probability
that a pre-defined trigger event will occur. This rating also assesses the
event-linked bond's credit risk and the model used to calculate the probability
of a trigger event.


DERIVATIVES

The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. The portfolio also may enter into
credit default swaps, which can be used to acquire or to transfer the credit
risk of a security or index of securities without buying or selling the
security or securities comprising the relevant index. A derivative is a
security or instrument whose value is determined by reference to the value or
the change in value of one or more securities, currencies, indices or other
financial instruments. The portfolio may use derivatives for a variety of
purposes, including:


oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative

oTo manage portfolio characteristics (for example, the duration or credit
  quality of the BAD CHARACTERportfolio)

The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.



                                       12
<PAGE>

CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objectives. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the adviser believes
securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       13
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities; in particular, the values of some sovereign debt and of
securities of issuers that invest in sovereign debt and related investments
have fallen, credit has become more scarce worldwide and there has been
significant uncertainty in the markets. Governmental and non-governmental
issuers have defaulted on, or been forced to restructure, their debts; and many
other issuers have faced difficulties refinancing existing obligations. These
market conditions may continue, worsen or spread, including in the U.S., Europe
and beyond. Further defaults or restructurings by governments and others of
their debt could have additional adverse effects on economies, financial
markets and asset valuations around the world. In response to the crisis, the
U.S. and other governments and the Federal Reserve and certain foreign central
banks have taken steps to support financial markets, including by keeping
interest rates at historically low levels. More recently, the Federal Reserve
has reduced its market support activities. Further reduction or withdrawal of
this support, failure of efforts in response to the crisis, or investor
perception that such efforts are not succeeding could negatively affect
financial markets generally as well as increase market volatility and reduce
the value and liquidity of certain securities. This environment could make
identifying investment risks and opportunities especially difficult for the
adviser, and whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position. Particularly during periods of declining or illiquid
markets, the portfolio may experience periods of heavy redemptions that could
cause the portfolio to liquidate its assets at inopportune times or at a loss
or depressed value, and could cause the remaining shareholders in the portfolio
to lose money. Such redemption risk is greater to the extent that the portfolio
has investors with large shareholdings, short investment horizons or
unpredictable cash flow needs.

INTEREST RATE RISK. When interest rates rise, the value of fixed income
securities generally falls. A change in interest rates will not have the same
impact on all fixed income securities. Generally, the longer the maturity or
duration of a fixed income security, the greater the impact of a rise in
interest rates on the security's value. Calculations of duration and maturity
may be based on estimates and may not reliably predict a security's price
sensitivity to changes in interest rates. Moreover, securities can change in
value in response to other factors, such as credit risk. In addition, different
interest rate measures (such as short- and long-term interest rates and U.S.
and foreign interest rates), or interest rates on different types of securities
or securities of different issuers, may not necessarily change in the same
amount or in the same direction. When interest rates go down, the income
received by the portfolio, and the portfolio's yield, may decline. Interest
rates in the U.S. recently have been historically low, and are expected to
rise.


Certain fixed income securities pay interest at variable or floating rates.
Variable rate securities tend to reset at specified intervals, while floating
rate securities may reset whenever there is a change in a specified index rate.
In most cases, these reset provisions reduce the impact of changes in market
interest rates on the


                                       14
<PAGE>


value of the security. However, some securities do not track the underlying
index directly, but reset based on formulas that may produce a leveraging
effect; others may also provide for interest payments that vary inversely with
market rates. The market prices of these securities may fluctuate significantly
when interest rates change. Yield generated by the portfolio may decline due to
a decrease in market interest rates.

CREDIT RISK. If an obligor (such as the issuer itself or a party offering
credit enhancement) for a security held by the portfolio fails to pay,
otherwise defaults, is perceived to be less creditworthy, becomes insolvent or
files for bankruptcy, a security's credit rating is downgraded or the credit
quality or value of an underlying asset declines, the value of your investment
could decline. In addition, the portfolio may incur expenses to protect the
portfolio's interest in securities experiencing these events. Credit risk is
broadly gauged by the credit ratings of the securities in which the portfolio
invests. However, ratings are only the opinions of the companies issuing them
and are not guarantees as to quality.

PREPAYMENT OR CALL RISK. Many fixed income securities give the issuer the
option to prepay or call the security prior to its maturity date. Issuers often
exercise this right when interest rates fall. Accordingly, if the portfolio
holds a fixed income security that can be prepaid or called prior to its
maturity date, it will not benefit fully from the increase in value that other
fixed income securities generally experience when interest rates fall. Upon
prepayment of the security, the portfolio also would be forced to reinvest the
proceeds at then current yields, which would be lower than the yield of the
security that was prepaid or called. In addition, if the portfolio purchases a
fixed income security at a premium (at a price that exceeds its stated par or
principal value), the portfolio may lose the amount of the premium paid in the
event of prepayment.


EXTENSION RISK. During periods of rising interest rates, the average life of
certain types of securities may be extended because of slower than expected
principal payments. This may lock in a below market interest rate, increase the
security's duration (the estimated period until the security is paid in full)
and reduce the value of the security.

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


LIQUIDITY RISK. Liquidity risk exists when particular investments are
impossible or difficult to sell. Although most of the portfolio's securities
and other investments must be liquid at the time of investment, securities and
other investments may become illiquid after purchase by the portfolio,
particularly during periods of market turmoil. Markets may become illiquid
when, for instance, there are few, if any, interested buyers and sellers or
when dealers are unwilling to make a market for certain securities. When the
portfolio holds illiquid investments, its portfolio may be harder to value,
especially in changing markets. If the portfolio is forced to sell or unwind
these investments to meet redemptions or for other cash needs, the portfolio
may suffer a loss. In addition, when there is illiquidity in the market for
certain securities or other investments, the portfolio, due to limitations on
investments in illiquid securities, may be unable to achieve its desired level
of exposure to a certain sector. If an auction fails for an auction rate
security, there may be no secondary market for the security and the portfolio
may be forced to hold the security until the security is refinanced by the
issuer or a secondary market develops. To the extent the portfolio holds a
material percentage of the outstanding debt securities of an issuer, this
practice may impact adversely the liquidity and market value of those
investments.


PORTFOLIO SELECTION RISK. The adviser's judgment about the quality, relative
yield, relative value or market trends affecting a particular sector or region,
market segment, security or about interest rates generally may prove to be
incorrect.

U.S. GOVERNMENT AGENCY OBLIGATIONS RISK. The portfolio invests in obligations
issued by agencies and instrumentalities of the U.S. government.
Government-sponsored entities such as Fannie Mae, Freddie Mac and the Federal
Home Loan Banks (FHLBs), although chartered or sponsored by Congress, are not
funded by congressional appropriations and the debt and mortgage-backed
securities issued by them are neither guaranteed nor issued by the U.S.
government. Such debt and mortgage-backed securities are subject to the risk of



                                       15
<PAGE>

More on the risks of investing in the portfolio

default on the payment of interest and/or principal, similar to debt of private
issuers. Although the U.S. government has provided financial support to Fannie
Mae and Freddie Mac in the past, there can be no assurance that it will support
these or other government-sponsored entities in the future.


MORTGAGE-RELATED AND ASSET-BACKED SECURITIES RISK. The repayment of certain
mortgage-backed and asset-backed securities depends primarily on the cash
collections received from the issuer's underlying asset portfolio and, in
certain cases, the issuer's ability to issue replacement securities. As a
result, there could be losses to the portfolio in the event of credit or market
value deterioration in the issuer's underlying portfolio, mismatches in the
timing of the cash flows of the underlying asset interests and the repayment
obligations of maturing securities, or the issuer's inability to issue new or
replacement securities. These securities are also subject to prepayment and
extension risks. Upon the occurrence of certain triggering events or defaults,
the portfolio may become the holder of underlying assets at a time when those
assets may be difficult to sell or may be sold only at a loss. In the event of
a default, the value of the underlying collateral may be insufficient to pay
certain expenses, such as litigation and foreclosure expenses, and inadequate
to pay any principal or unpaid interest. Privately issued mortgage-backed and
asset-backed securities are not traded on an exchange and may have a limited
market. Without an active trading market, these securities may be particularly
difficult to value given the complexities in valuing the underlying collateral.


Certain mortgage-backed and asset-backed securities may pay principal only at
maturity or may represent only the right to receive payments of principal or
interest on the underlying obligations, but not both. The value of these types
of instruments may change more drastically than debt securities that pay both
principal and interest during periods of changing interest rates. Principal
only instruments generally increase in value if interest rates decline, but are
also subject to the risk of prepayment. Interest only instruments generally
increase in value in a rising interest rate environment when fewer of the
underlying obligations are prepaid. Interest only instruments could lose their
entire value in a declining interest rate environment if the underlying
obligations are prepaid.

Unlike mortgage-related securities issued or guaranteed by the U.S. government
or its agencies and instrumentalities, mortgage-related securities issued by
private issuers do not have a government or government-sponsored entity
guarantee (but may have other credit enhancement), and may, and frequently do,
have less favorable collateral, credit risk or other characteristics. The
portfolio may invest in other mortgage-related securities, including mortgage
derivatives and structured securities. These securities typically are not
secured by real property. Because these securities have embedded leverage
features, small changes in interest or prepayment rates may cause large and
sudden price movements. These securities also can become illiquid and difficult
to value in volatile or declining markets.

Mortgage-backed securities are particularly susceptible to prepayment and
extension risks, because prepayments on the underlying mortgages tend to
increase when interest rates fall and decrease when interest rates rise.

The value of mortgage-backed and asset-backed securities may be affected by
changes in credit quality or value of the mortgage loans or other assets that
support the securities. In addition, for mortgage-backed securities, when
market conditions result in an increase in the default rates on the underlying
mortgages and the foreclosure values of the underlying real estate are below
the outstanding amount of the underlying mortgages, collection of the full
amount of accrued interest and principal on these investments may be less
likely.


The portfolio may invest in CMOs. Principal prepayments on the underlying
mortgage loans may cause a CMO to be retired substantially earlier than its
stated maturity or final distribution date. If there are defaults on the
underlying mortgage loans, the portfolio will be less likely to receive
payments of principal and interest, and will be more likely to suffer a loss.
This risk may be increased to the extent the underlying mortgages include
sub-prime mortgages. As market conditions change, and particularly during
periods of rapid or unanticipated


                                       16
<PAGE>

changes in market interest rates, the attractiveness of a CMO class and the
ability of the structure to provide the anticipated investment characteristics
may be significantly reduced. Such changes can result in volatility in the
market value, and in some instances reduced liquidity, of a CMO class.


In response to the financial crisis that began in 2008, the Federal Reserve has
attempted to keep mortgage rates low by acting as a buyer of mortgage-backed
assets. It is anticipated that this support will end, and mortgage rates may
rise and prices of mortgage-backed securities may fall when that happens. To
the extent the portfolio's assets are invested in mortgage-backed securities,
returns to portfolio investors may decline.

Asset-backed securities are structured like mortgage-backed securities and are
subject to many of the same risks. The ability of an issuer of asset-backed
securities to enforce its security interest in the underlying asset or to
otherwise recover from the underlying obligor may be limited. Certain
asset-backed securities present a heightened level of risk because, in the
event of default, the liquidation value of the underlying assets may be
inadequate to pay any unpaid principal or interest.

RISKS OF INSTRUMENTS THAT ALLOW FOR BALLOON PAYMENTS OR NEGATIVE AMORTIZATION
PAYMENTS. Certain debt instruments allow for balloon payments or negative
amortization payments. Such instruments permit the borrower to avoid paying
currently a portion of the interest accruing on the instrument. While these
features make the debt instrument more affordable to the borrower in the near
term, they increase the risk that the borrower will be unable to make the
resulting higher payment or payments that become due at the maturity of the
loan.


RISKS OF SUBORDINATED SECURITIES. A holder of securities that are subordinated
or "junior" to more senior securities of an issuer is entitled to payment after
holders of more senior securities of the issuer. Subordinated securities are
more likely to suffer a credit loss than non-subordinated securities of the
same issuer, any loss incurred by the subordinated securities is likely to be
proportionately greater, and any recovery of interest or principal may take
more time. As a result, even a perceived decline in creditworthiness of the
issuer is likely to have a greater impact on them.


HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:
oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable
oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries


                                       17
<PAGE>


More on the risks of investing in the portfolio

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
subject to extensive government regulation.


RISKS OF INVESTING IN "WHEN-ISSUED", DELAYED DELIVERY, TO BE ANNOUNCED AND
FORWARD COMMITMENT TRANSACTIONS. The market value of these transactions may
increase or decrease as a result of changes in interest rates. These
transactions involve risk of loss if the value of the underlying security
changes unfavorably before the settlement date or if the assets set aside to
pay for these securities decline in value prior to the settlement date.
Therefore, these transactions may have a leveraging effect on the portfolio,
making the value of an investment in the portfolio more volatile and increasing
the portfolio's overall investment exposure. There is also a risk that the
security will not be issued or that the other party to the transaction will
default on its obligation to purchase or sell the security, which may result in
the portfolio missing the opportunity to obtain a favorable price or yield
elsewhere.


RISKS OF INVESTING IN FLOATING RATE LOANS. Floating rate loans and similar
investments may be illiquid or less liquid than other investments. The value of
collateral, if any, securing a floating rate loan can decline or may be
insufficient to meet the issuer's obligations or may be difficult to liquidate.
No active trading market may exist for many floating rate loans, and many loans
are subject to restrictions on resale. Market quotations for these securities
may be volatile and/or subject to large spreads between bid and ask prices. Any
secondary market may be subject to irregular trading activity and extended
trade settlement periods.


RISKS OF INVESTING IN INVERSE FLOATING RATE OBLIGATIONS. The interest rate on
inverse floating rate obligations will generally decrease as short-term
interest rates increase, and increase as short-term rates decrease. Due to
their leveraged structure, the sensitivity of the market value of an inverse
floating rate obligation to changes in interest rates is generally greater than
a comparable long-term bond issued by the same issuer and with similar credit
quality, redemption and maturity provisions. Inverse floating rate obligations
may be volatile and involve leverage risk.

RISKS OF INVESTING IN EVENT-LINKED BONDS. The return of principal and the
payment of interest on "event-linked" bonds are contingent on the
non-occurrence of a pre-defined "trigger" event, such as a hurricane or an
earthquake of a specific magnitude or other event that leads to physical or
economic loss. If a trigger event, as defined within the terms of an
event-linked bond, involves losses or other metrics exceeding a specific
magnitude in the geographic region and time period specified, the portfolio may
lose a portion or all of its accrued interest and/or principal invested in the
event-linked bond. In addition to the specified trigger events, event-linked
bonds may expose the portfolio to other risks, including but not limited to
issuer (credit) default, adverse regulatory or jurisdictional interpretations
and adverse tax consequences. Event-linked bonds are also subject to the risk
that the model used to calculate the probability of a trigger event was not
accurate and underestimated the likelihood of a trigger event. Upon the
occurrence or possible occurrence of a trigger event, and until the completion
of the processing and auditing of applicable loss claims, the portfolio's
investment



                                       18
<PAGE>


in an event-linked bond may be priced using fair value methods. As a relatively
new type of financial instrument, there is limited trading history for these
securities, and there can be no assurance that a liquid market in these
instruments will develop. Lack of a liquid market may impose the risk of higher
transaction costs and the possibility that the portfolio may be forced to
liquidate positions when it would not be advantageous to do so.

DERIVATIVES RISK. Using swaps, futures and other derivatives exposes the
portfolio to additional risks, may increase the volatility of the portfolio's
net asset value and may not provide the expected result. Derivatives may have a
leveraging effect on the portfolio, and they can disproportionately increase
losses and reduce opportunities for gain when market prices, interest rates or
currencies, or the derivative instruments themselves, behave in a way not
anticipated by the portfolio, especially in abnormal market conditions. Some
derivatives have the potential for unlimited loss, regardless of the size of
the portfolio's initial investment. If changes in a derivative's value do not
correspond to changes in the value of the portfolio's other investments or do
not correlate well with the underlying assets, rate or index, the portfolio may
not fully benefit from, or could lose money on, or could experience unusually
high expenses as a result of, the derivative position. Derivatives involve the
risk of loss if the counterparty defaults on its obligation or if the clearing
firm through which the derivative has been traded becomes insolvent. Certain
derivatives may be less liquid, which may reduce the returns of the portfolio
if it cannot sell or terminate the derivative at an advantageous time or price.
The portfolio also may have to sell assets at inopportune times to satisfy its
obligations. The portfolio may be unable to terminate or sell its derivative
positions. In fact, many over-the-counter derivative instruments will not have
liquidity beyond the counterparty to the instrument. Some derivatives may
involve the risk of improper valuation. The portfolio's use of derivatives may
also increase the amount of taxes payable by shareholders. Suitable derivatives
may not be available in all circumstances or at reasonable prices and may not
be used by the portfolio for a variety of reasons. Risks associated with the
use of derivatives are magnified to the extent that a large portion of the
portfolio's assets are committed to derivatives in general or are invested in
just one or a few types of derivatives. New regulations are changing the
derivatives markets. The regulations may make using derivatives more costly,
may limit their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the regulations are not yet fully known and
may not be for some time. The portfolio's ability to use certain derivative
instruments currently is limited by Commodity Futures Trading Commission rules.


CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative
instrument, involve special risks and may result in losses to the portfolio.
Credit default swaps may in some cases be illiquid, and they increase credit
risk since the portfolio has exposure to both the issuer of the referenced
obligation and the counterparty to the credit default swap. Swaps may be
difficult to unwind or terminate. Certain index-based credit default swaps are
structured in tranches, whereby junior tranches assume greater default risk
than senior tranches. The absence of a central exchange or market for swap
transactions has led, in some instances, to difficulties in trading and
valuation, especially in the event of market disruptions. New regulations
require many kinds of swaps to be executed through a regulated exchange or
market facility and cleared through a regulated clearinghouse. The
establishment of a centralized exchange or market for swap transactions may
disrupt or limit the swap market and may not result in swaps being easier to
trade or value. Market-traded swaps may become more standardized, and the
portfolio may not be able to enter into swaps that meet its investment needs.
The portfolio also may not be able to find a clearinghouse willing to accept
the swaps for clearing. The new regulations may make using swaps more costly,
may limit their availability, or may otherwise adversely affect their value or
performance. The portfolio will be required to trade many swaps through a
broker who is a member of the clearinghouse. The broker may require the
portfolio to post margin to the broker as a down payment on the portfolio's
obligations and may change the amount of margin required from



                                       19
<PAGE>


More on the risks of investing in the portfolio

time to time. The fund may not be able to recover margin amounts if the broker
has financial difficulties. Also, the broker may require the portfolio to
terminate a derivatives position under certain circumstances. This may cause
the portfolio to lose money. The clearinghouse will be the portfolio's
counterparty for the derivatives trades. The portfolio will take the risk that
the counterparty defaults. The portfolio also may be exposed to additional
risks as a result of the new regulations. The extent and impact of the new
regulations are not yet fully known and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


REPURCHASE AGREEMENT RISK. In the event that the other party to a repurchase
agreement defaults on its obligations, the portfolio may encounter delay and
incur costs before being able to sell the security. Such a delay may involve
loss of interest or a decline in price of the security. In addition, if the
portfolio is characterized by a court as an unsecured creditor, it would be at
risk of losing some or all of the principal and interest involved in the
transaction.

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

RISKS OF ZERO COUPON BONDS, PAYMENT IN KIND, DEFERRED AND CONTINGENT PAYMENT
SECURITIES. Zero coupon bonds (which do not pay interest until maturity) and
payment in kind securities (which pay interest in the form of additional
securities) may be more speculative and may fluctuate more in value than
securities which pay income periodically and in cash. These securities are more
likely to respond to changes in interest rates than interest-bearing securities
having similar maturities and credit quality. These securities are more
sensitive to the credit quality of the underlying issuer. Payment in kind
securities may be difficult to value because their continuing accruals require
judgments about the collectability of the deferred payments and the value of
any collateral. Deferred interest securities are obligations that generally
provide for a period of delay before the regular payment of interest begins and
are issued at a significant discount from face value. The interest rate on
contingent payment securities is determined by the outcome of an event, such as
the performance of a financial index. If the financial index does not increase
by a prescribed amount, the portfolio may receive no interest.

Unlike bonds that pay interest throughout the period to maturity, the portfolio
generally will realize no cash until maturity and, if the issuer defaults, the
portfolio may obtain no return at all on its investment. In addition, although
the portfolio receives no periodic cash payments on such securities, the
portfolio is deemed for tax purposes to receive income from such securities,
which applicable tax rules require the portfolio to distribute to shareholders.
Such distributions may be taxable when distributed to taxable shareholders and,
in addition, could reduce the portfolio's reserve position and require the
portfolio to sell securities and incur a gain or loss at a time it may not
otherwise want in order to provide the cash necessary for these distributions.



                                       20
<PAGE>


VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on days when
the portfolio is holding fair-valued securities may receive fewer or more
shares or lower or higher redemption proceeds than they would have received if
the portfolio had not fair-valued the security or had used a different
valuation methodology. The value of foreign securities, certain fixed income
securities and currencies, as applicable, may be materially affected by events
after the close of the market on which they are valued, but before the
portfolio determines its net asset value.

CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objectives.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       21
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, selects the portfolio's
investments and oversees the portfolio's operations.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio is the responsibility of Kenneth J.
Taubes. Mr. Taubes is supported by Charles Melchreit. Mr. Taubes and Mr.
Melchreit are supported by the fixed income team. Members of this team manage
other Pioneer funds investing primarily in fixed income securities. The
portfolio managers and the team also may draw upon the research and investment
management expertise of the global research teams, which provide fundamental
and quantitative research on companies and include members from one or more of
Pioneer's affiliates.

Mr. Taubes, executive vice president and chief investment officer, U.S. of
Pioneer, is responsible for overseeing the U.S. and global fixed income teams.
He joined Pioneer as a senior vice president in September 1998 and has been an
investment professional since 1982. Mr Taubes has served as a portfolio manager
of the portfolio since 2004.

Mr. Melchreit, senior vice president, joined Pioneer in 2006, and has served as
a portfolio manager of the portfolio since 2012.


The portfolio's 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
the portfolio.


MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.50% of the portfolio's average daily net assets. The fee is normally
accrued daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.50% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



                                       22
<PAGE>

DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


DISTRIBUTION PLAN
The portfolio has adopted a distribution plan for Class II shares in accordance
with Rule 12b-1 under the Investment Company Act of 1940. Under the plan, the
portfolio pays to Pioneer Funds Distributor, Inc. a distribution fee of 0.25%
of the average daily net assets attributable to Class II shares. Because these
fees are an ongoing expense, over time they increase the cost of an investment
and the shares may cost more than shares that are subject to other types of
sales charges.


                                       23
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated.


The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.


Senior loans are valued at the mean between the last available bid and asked
prices for one or more brokers or dealers as obtained from an independent third
party pricing service. If no reliable prices are available from either the
primary or an alternative pricing service, broker quotes will be solicited.
Event linked bonds are valued at the bid price obtained from an independent
third party pricing service.


The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
approved by the Board of Trustees using a variety of techniques and methods.
The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily


                                       24
<PAGE>

available or may be unreliable - the portfolio may use fair value methods more
frequently than funds that primarily invest in securities that are more widely
traded. Valuing securities using fair value methods may cause the net asset
value of the portfolio's shares to differ from the net asset value that would
be calculated only using market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       25
<PAGE>

Shareholder information

ADDITIONAL PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       26
<PAGE>

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       27
<PAGE>

Shareholder information

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       28
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


DISTRIBUTIONS
The portfolio generally pays any distributions of net short- and long-term
capital gains in November. The portfolio declares a dividend of net investment
income other than net short- and long-term capital gains daily. Dividends are
normally paid on the last business day of each month. The portfolio may also
pay dividends and capital gain distributions at other times if necessary for
the portfolio to avoid federal income or excise tax.


                                       29
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER BOND VCT PORTFOLIO


CLASS II



<TABLE>
<CAPTION>
                                                             YEAR        YEAR        YEAR         YEAR         YEAR
                                                             ENDED       ENDED       ENDED       ENDED        ENDED
                                                           12/31/13    12/31/12    12/31/11     12/31/10     12/31/09
                                                          ----------  ----------  ----------  -----------  -----------
<S>                                                       <C>         <C>         <C>         <C>          <C>
Net asset value, beginning of period                       $ 11.50     $ 11.90     $ 11.84      $ 11.39      $ 10.24
                                                           -------     -------     -------      -------      -------
Net increase (decrease) from investment operations:
 Net investment income                                     $  0.41     $  0.45     $  0.58      $  0.54      $  0.57
 Net realized and unrealized gain (loss) on investments      (0.31)       0.50        0.05         0.46         1.16
                                                           -------     -------     -------      -------      -------
  Net increase from investment operations                  $  0.10     $  0.95     $  0.63      $  1.00      $  1.73
Distributions to shareowners:
 Net investment income                                       (0.45)      (0.51)      (0.57)       (0.55)       (0.58)
 Net realized gain                                           (0.12)      (0.84)          -            -            -
                                                           -------     -------     -------      -------      -------
Total distributions                                        $ (0.57)    $ (1.35)    $ (0.57)     $ (0.55)     $ (0.58)
                                                           -------     -------     -------      -------      -------
Net increase (decrease) in net asset value                 $ (0.47)    $ (0.40)    $  0.06      $  0.45      $  1.15
                                                           -------     -------     -------      -------      -------
Net asset value, end of period                             $ 11.03     $ 11.50     $ 11.90      $ 11.84      $ 11.39
                                                           -------     -------     -------      -------      -------
Total return*                                                 0.83%       8.43%       5.37%        8.94%       17.29%
Ratio of net expenses to average net assets                   0.90%       0.91%       0.87%        0.87%        0.87%
Ratio of net investment income to average net assets          3.69%       3.99%       4.63%        4.57%        5.27%
Portfolio turnover rate                                         33%         26%         38%          51%          42%
Net assets, end of period (in thousands)                   $ 8,313     $ 5,027     $ 4,281      $35,854      $32,021
Ratios with no waiver of fees by the Adviser:
Total expenses                                                1.36%       1.36%       1.04%        0.99%        1.01%
 Net investment income                                        3.23%       3.54%       4.46%        4.45%        5.13%
</TABLE>



*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.

NOTE : The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, separate account charges, and sales
    charges.


                                       30
<PAGE>

                                     Notes
<PAGE>


                                     Notes

<PAGE>

                                     Notes
<PAGE>

Pioneer Variable Contracts Trust
PIONEER BOND VCT PORTFOLIO
CLASS II SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   20539-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>


<PAGE>

PIONEER DISCIPLINED VALUE VCT PORTFOLIO
--------------------------------------------------------------------------------

A portfolio of Pioneer Variable Contracts Trust







                                                         Class II Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objectives
and strategies.........................................  7
More on the risks of investing in the portfolio........ 10
Management............................................. 16
Pricing of shares...................................... 18
Shareholder information................................ 20
Distributions and taxes................................ 23
Financial highlights................................... 24
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVES

Long-term capital growth.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)      CLASS II
-------------------------------------------------------------------------------------- ---------
<S>                                                                                    <C>
Management Fees                                                                           0.70%
--------------------------------------------------------------------------------------    -----
Distribution and Service (12b-1) Fees                                                     0.25%
--------------------------------------------------------------------------------------    -----
Other Expenses                                                                            0.07%
--------------------------------------------------------------------------------------    -----
Total Annual Portfolio Operating Expenses                                                 1.02%
--------------------------------------------------------------------------------------    -----
Fee Waiver and Expense Limitation/1/                                                     -0.02%
--------------------------------------------------------------------------------------    -----
Total Annual Portfolio Operating Expenses After Fee Waiver and Expense Limitation/1/      1.00%
--------------------------------------------------------------------------------------    -----
</TABLE>



1 The portfolio's investment adviser has contractually agreed to limit ordinary
  operating expenses (ordinary operating expenses means all portfolio expenses
  other than extraordinary expenses, such as litigation, taxes, brokerage
  commissions and acquired fund fees and expenses) to the extent required to
  reduce expenses to 1.00% of the average daily net assets attributable to
  Class II shares. This expense limitation is in effect through May 1, 2015.
  There can be no assurance that the adviser will extend the expense
  limitation beyond such time. Net expenses for a Class may exceed the
  applicable expense limitation to the extent that the portfolio incurs
  excluded expenses. While in effect, the arrangement may be terminated only
  by agreement of the adviser and the Board of Trustees.



EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same except for year one (which considers the
effect of the expense limitation). This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.



<TABLE>
<CAPTION>
             NUMBER OF YEARS YOU OWN YOUR
                        SHARES
             (WITH OR WITHOUT REDEMPTION)
           ---------------------------------
              1       3       5        10
           ------- ------- ------- ---------
<S>        <C>     <C>     <C>     <C>
Class II   $102    $323    $561    $1,246
---------- ----    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 97% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES
The portfolio invests primarily in equity securities of U.S. issuers.

For purposes of the portfolio's investment policies, equity securities include
common stocks and other equity instruments, such as exchange-traded funds
(ETFs) that invest primarily in equity securities, depositary receipts,
warrants, rights, equity interests in real estate investment trusts (REITs) and
preferred stocks.


                                       1
<PAGE>

Portfolio summary

The portfolio may invest in issuers of any market capitalization. The portfolio
may invest in securities in any industry or market sector. The portfolio may
invest in fewer than 40 securities. The portfolio may invest in initial public
offerings of equity securities. In addition, the portfolio may invest up to 10%
of its total assets in securities of non-U.S. issuers. The portfolio will not
invest more than 5% of its total assets in the securities of emerging market
issuers. The portfolio may invest in debt securities. Generally, the portfolio
may acquire investment grade debt securities, but the portfolio may invest up
to 5% of its net assets in below investment grade debt securities (known as
"junk bonds"), including below investment grade convertible debt securities.
The portfolio also may hold cash or other short-term investments.


The portfolio may, but is not required to, use derivatives, such as stock index
futures and options. The portfolio may use derivatives for a variety of
purposes, including: in an attempt to hedge against adverse changes in the
market price of securities, interest rates or currency exchange rates; as a
substitute for purchasing or selling securities; to attempt to increase the
portfolio's return as a non-hedging strategy that may be considered
speculative; and to manage portfolio characteristics. The portfolio may choose
not to make use of derivatives for a variety of reasons, and any use may be
limited by applicable law and regulations.

The portfolio's investment adviser uses a valuation-conscious approach to
select the portfolio's investments based upon the recommendations of the
adviser's research teams. The research teams use a two-step process in
selecting securities that combines fundamental and quantitative research.
First, the teams assess whether a company's fundamentals - financial condition,
management, and position in its industry - indicate strong prospects for growth
and attractive valuations. Second, the teams employ a quantitative,
value-oriented approach to construct the fund's portfolio, emphasizing those
securities believed to be selling at reasonable prices versus the underlying
values. A security may be sold if its ranking by the research team is reduced
or the security price reaches a reasonable valuation.



PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The stock market may perform
poorly relative to other investments (this risk may be greater in the short
term). High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities worldwide. Governmental and non-governmental issuers have
defaulted on, or been forced to restructure, their debts, and many other
issuers have faced difficulties obtaining credit. These market conditions may
continue, worsen or spread, including in the U.S., Europe and beyond. Further
defaults or restructurings by governments and others of their debt could have
additional adverse effects on economies, financial markets and asset valuations
around the world. In response to the crisis, the U.S. and other governments and
the Federal Reserve and certain foreign central banks have taken steps to
support financial markets, including by keeping interest rates at historically
low levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and



                                       2
<PAGE>


in other countries are affecting many aspects of financial regulation. The
impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.


VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.

PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.

ISSUER FOCUS RISK. The portfolio may invest in fewer than 40 securities and, as
a result, the portfolio's performance may be more volatile than the performance
of funds holding more securities.

SMALL AND MID-SIZE COMPANIES RISK. Compared to large companies, small- and
mid-size companies, and the market for their equity securities, may be more
sensitive to changes in earnings results and investor expectations, have more
limited product lines and capital resources, experience sharper swings in
market values, have limited liquidity, be harder to value or to sell at the
times and prices the adviser thinks appropriate, and offer greater potential
for gain and loss.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, or issuers with
significant exposure to foreign markets may involve unique risks compared to
investing in securities of U.S. issuers. These risks are more pronounced for
issuers in emerging markets or to the extent that the portfolio invests
significantly in one region or country. These risks may include different
financial reporting practices and regulatory standards, less liquid trading
markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio`s return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.

RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs.

RISKS OF INVESTMENTS IN REITS. Investments in real estate securities are
affected by economic conditions, interest rates, governmental actions and other
factors. In addition, 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. REITs may have lower trading volumes and may
be subject to more abrupt or erratic price movements than the overall
securities markets. Mortgage REITs are particularly subject to interest rate
and credit risks. In addition to its own expenses, the portfolio will
indirectly bear its proportionate share of any management and other expenses
paid by REITs in which it invests. Many real estate companies, including REITs,
utilize leverage.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses.



                                       3
<PAGE>


Portfolio summary

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF WARRANTS AND RIGHTS. If the price of the underlying stock does not
rise above the exercise price before the warrant expires, the warrant generally
expires without any value and the portfolio loses any amount it paid for the
warrant. The failure to exercise subscription rights to purchase common shares
would result in the dilution of the portfolio's interest in the issuing
company.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.

DERIVATIVES RISK. Using stock index futures and options and other derivatives
can increase portfolio losses and reduce opportunities for gains when market
prices, interest rates or the derivative instruments themselves behave in a way
not anticipated by the portfolio. Using derivatives may increase the volatility
of the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.

PORTFOLIO TURNOVER RISK. If the portfolio does a lot of trading, it may incur
additional operating expenses, which would reduce performance. A higher level
of portfolio turnover may also cause taxable shareholders to incur a higher
level of taxable income or capital gains.


                                       4
<PAGE>

EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


THE PORTFOLIO'S PAST PERFORMANCE

The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class II shares from
calendar year to calendar year. The table shows the average annual total
returns for Class II shares of the portfolio over time and compares these
returns to the returns of the Russell 1000 Value Index, a broad-based measure
of market performance that has characteristics relevant to the portfolio's
investment strategies.

Cullen Capital Management LLC served as the portfolio subadviser through July
31, 2012. The portfolio's investment objective and principal investment
strategies changed effective May 1, 2013. Certain performance information shown
below reflects the performance of the portfolio prior to these changes.


The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.


ANNUAL RETURN CLASS II SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]










<TABLE>
<CAPTION>
'06       '07    '08      '09     '10    '11     '12     '13
<S>       <C>    <C>      <C>     <C>    <C>     <C>     <C>
  17.14   6.40   -32.54   15.73   9.26   -3.66   10.60   28.59
</TABLE>






For the period covered by the bar chart:
THE HIGHEST CALENDAR QUARTERLY RETURN WAS 15.02% (04/01/2009 TO 06/30/2009).
THE LOWEST CALENDAR QUARTERLY RETURN WAS -18.13% (10/01/2008 TO 12/31/2008).

                                       5
<PAGE>

Portfolio summary

AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                                        SINCE
                                                                                                    INCEPTION
                                                                                 1 YEAR   5 YEARS  (03/18/05)
                                                                               -------- --------- -----------
<S>                                                                            <C>      <C>       <C>
Class II                                                                        28.59     11.62         5.50
------------------------------------------------------------------------------  -----     -----         ----
Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes)    32.53     16.67         6.67
------------------------------------------------------------------------------  -----     -----         ----
</TABLE>


MANAGEMENT



<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   John Peckham, senior vice president and co-head of equity research - U.S. at
                       Pioneer (portfolio manager of the portfolio since 2013); Ashesh Savla, senior
                       quantitative research analyst at Pioneer (portfolio manager of the portfolio
                       since 2013); and Brian Popiel, fundamental research analyst (portfolio
                       manager of the portfolio since 2013)
</TABLE>


TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       6
<PAGE>

More on the portfolio's investment objectives
and strategies


INVESTMENT OBJECTIVES
Long-term capital growth.

The portfolio's investment objectives may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objectives.


PRINCIPAL INVESTMENT STRATEGIES

The portfolio invests primarily in equity securities of U.S. issuers. For
purposes of the portfolio's investment policies, equity securities include
common stocks and other equity instruments, such as exchange-traded funds
(ETFs) that invest primarily in equity securities, depositary receipts,
warrants, rights, equity interests in real estate investment trusts (REITs) and
preferred stocks.

The portfolio may invest in issuers of any market capitalization. The portfolio
may invest in securities in any industry or market sector. The portfolio may
invest in fewer than 40 securities. The portfolio may invest in initial public
offerings of equity securities. In addition, the portfolio may invest up to 10%
of its total assets in securities of non-U.S. issuers. The portfolio will not
invest more than 5% of its total assets in the securities of emerging market
issuers. The portfolio invests in non-U.S. securities to diversify its
portfolio when they offer similar or greater potential for capital appreciation
compared to U.S. securities. The portfolio does not count securities of
Canadian issuers against the 10% limit on investment in securities of non-U.S.
issuers.

The portfolio may invest a portion of its assets not invested in equity
securities in debt securities. Generally the portfolio may acquire investment
grade debt securities that are issued by both U.S. and non-U.S. corporate and
government issuers, but the portfolio may invest up to 5% of its net assets in
below investment grade debt securities (known as "junk bonds"), including below
investment grade convertible debt securities. The portfolio invests in debt
securities when Pioneer Investment Management, Inc. (Pioneer) believes they are
consistent with the portfolio's investment objective of long-term capital
growth, to diversify the portfolio or for greater liquidity.

Pioneer uses a valuation-conscious approach to select the portfolio's
investments based upon the recommendations of Pioneer's research teams.
Pioneer's research teams support the portfolio management teams that manage
various Pioneer equity funds and provide recommendations for a universe of
issuers that are publicly traded in the U.S. and abroad. The portfolio seeks to
benefit from this research effort by selecting securities that are highly
ranked by the teams and selling at attractive prices.


The research teams use a two-step process in selecting securities that combines
fundamental and quantitative research. First, the teams assess whether a
company's fundamentals - financial condition, management, and position in its
industry - indicate strong prospects for growth and attractive valuations.
Second, the teams employ a quantitative, value-oriented approach to construct
the portfolio, emphasizing those securities believed to be selling at
reasonable prices versus underlying values. A security may be sold if its
ranking by the research team is reduced or the security price reaches a
reasonable valuation.

As part of the initial assessment, Pioneer's research teams evaluate a
security's potential value based on the company's assets and prospects for
earnings growth. In making that assessment, the teams employ a disciplined
stock valuation approach combined with fundamental research, and an evaluation
of the issuer based on its financial statements and operations. The research
teams focus on the quality and price of individual issuers, not on economic
sector or market-timing strategies. The portfolio includes securities from a
broad range of market sectors that have received favorable rankings from the
research teams. Factors for selecting investments include:
oFavorable expected returns relative to perceived risk
oAbove average potential for earnings and revenue growth
oLow market valuations relative to earnings forecast, book value, cash flow and
  sales

                                       7
<PAGE>

More on the portfolio's investment objectives
and strategies

oA sustainable competitive advantage, such as a brand name, customer base,
  proprietary technology or economies of scale


NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers emerging
market issuers to include issuers organized under the laws of an emerging
market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets, and emerging market governmental
issuers.



INVESTMENTS IN REITS
REITs are companies that invest primarily in income producing real estate or
real estate related loans or interests. Some REITs invest directly in real
estate and derive their income from the collection of rents and capital gains
on the sale of properties. Other REITs invest primarily in mortgages, including
"sub-prime" mortgages, secured by real estate and derive their income from
collection of interest.



DEBT SECURITIES
The portfolio may invest in debt securities of U.S. and non-U.S. issuers.
Generally the portfolio may acquire debt securities that are investment grade,
but the portfolio may invest in below investment grade debt securities (known
as "junk bonds"), including below investment grade convertible debt securities.
A debt security is investment grade if it is rated in one of the top four
categories by a nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the adviser.


DERIVATIVES
The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. A derivative is a security or
instrument whose value is determined by reference to the value or the change in
value of one or more securities, currencies, indices or other financial
instruments. The portfolio may use derivatives for a variety of purposes,
including:

oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative
oTo manage portfolio characteristics (for example, exposure to various market
  segments)

The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.


CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objectives. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the adviser believes
securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


                                       8
<PAGE>

REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       9
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. The stock market may perform poorly relative to other investments
(this risk may be greater in the short term). High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities; in particular, the
values of some sovereign debt and of securities of issuers that invest in
sovereign debt and related investments have fallen, credit has become more
scarce worldwide and there has been significant uncertainty in the markets.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts; and many other issuers have faced difficulties
refinancing existing obligations. These market conditions may continue, worsen
or spread, including in the U.S., Europe and beyond. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that such efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. This environment could make identifying investment risks and
opportunities especially difficult for the adviser, and whether or not the
portfolio invests in securities of issuers located in or with significant
exposure to countries experiencing economic and financial difficulties, the
value and liquidity of the portfolio's investments may be negatively affected.
In addition, policy and legislative changes in the U.S. and in other countries
are affecting many aspects of financial regulation. The impact of these changes
on the markets, and the practical implications for market participants, may not
be fully known for some time. The portfolio may experience a substantial or
complete loss on any individual security or derivative position. Particularly
during periods of declining or illiquid markets, the portfolio may experience
periods of heavy redemptions that could cause the portfolio to liquidate its
assets at inopportune times or at a loss or depressed value, and could cause
the remaining shareholders in the portfolio to lose money. Such redemption risk
is greater to the extent that the portfolio has investors with large
shareholdings, short investment horizons or unpredictable cash flow needs.

VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.


PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.

ISSUER FOCUS RISK. The portfolio may invest in fewer than 40 securities and, as
a result, the portfolio's performance may be more volatile than the performance
of funds holding more securities.

SMALL AND MID-SIZE COMPANIES RISK. Compared to large companies, small- and
mid-size companies, and the market for their equity securities, may be more
sensitive to changes in earnings results and investor expectations, have more
limited product lines and capital resources, experience sharper swings in
market values, have limited liquidity, be harder to value or to sell at the
times and prices the adviser thinks appropriate, and offer greater potential
for gain and loss.


                                       10
<PAGE>

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:
oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable
oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange

RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs. Because of the price volatility of IPO shares, the portfolio
may choose to hold IPO shares for a very short period of time. This may
increase the turnover of the portfolio and may lead to increased expenses to
the portfolio, such as commissions and transaction costs. The market for IPO
shares can be speculative and/or inactive for extended periods of time. There
may be only a limited number of shares available for trading. The limited
number of shares available for trading in some IPOs may also make it more
difficult for the portfolio to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices.

RISKS OF INVESTMENTS IN REITS. The portfolio has risks associated with the real
estate industry. Although the portfolio does not invest directly in real
estate, it may invest in REITs and other equity securities of real estate
industry issuers. These risks may include:


oThe U.S. or a local real estate market declines due to adverse economic
  conditions, foreclosures, overbuilding and high vacancy rates, reduced or
  regulated rents or other causes


oInterest rates go up. Rising interest rates can adversely affect the
  availability and cost of financing for property acquisitions and other
  purposes and reduce the value of a REIT's fixed income investments



                                       11
<PAGE>


More on the risks of investing in the portfolio

oThe values of properties owned by a REIT or the prospects of other real estate
  industry issuers may be hurt by property tax increases, zoning changes,
  other governmental actions, environmental liabilities, natural disasters or
  increased operating expenses
oA REIT in the portfolio's portfolio is, or is perceived by the market to be,
  poorly managed


oIf the portfolio's real estate related investments are concentrated in one
  geographic area or property type, the portfolio will be particularly subject
  to the risks associated with that area or property type

REITs can generally be classified as equity REITs, mortgage REITs or hybrid
REITs. Equity REITs invest primarily in real property and derive income mainly
from the collection of rents. They may also realize gains or losses from the
sale of properties. Equity REITs will be affected by conditions in the real
estate rental market and by changes in the value of the properties they own.
Mortgage REITs invest primarily in mortgages and similar real estate interests
and derive income primarily from interest payments. Mortgage REITs will be
affected by changes in creditworthiness of borrowers and changes in interest
rates. Mortgage REITs are subject to the risks of default of the mortgages or
mortgage-related securities in which they invest, and REITs that invest in
so-called "sub-prime" mortgages are particularly subject to this risk. Hybrid
REITs invest both in real property and in mortgages.

Investing in REITs involves certain unique risks. REITs are dependent on
management skills, are not diversified and are subject to the risks of
financing projects. REITs are typically invested in a limited number of
projects or in a particular market segment or geographic region, and therefore
are more susceptible to adverse developments affecting a single project, market
segment or geographic region than more broadly diversified investments. REITs
are subject to heavy cash flow dependency, defaults by mortgagors or other
borrowers and tenants, self-liquidation and the possibility of failing to
qualify for certain tax and regulatory exemptions. REITs may have limited
financial resources and may experience sharper swings in market values and
trade less frequently and in a more limited volume than securities of larger
issuers. In addition to its own expenses, the portfolio will indirectly bear
its proportionate share of any management and other expenses paid by REITs in
which it invests. Such expenses are not shown in "Annual fund operating
expenses" above.

Many real estate companies, including REITs, utilize leverage (and some may be
highly leveraged), which increases investment risk and could adversely affect a
real estate company's operations and market value. Mortgage REITs tend to be
more leveraged than equity REITs. In addition, many mortgage REITs manage their
interest rate and credit risks through the use of derivatives and other hedging
techniques. In addition, capital to pay or refinance a REIT's debt may not be
available or reasonably priced. Financial covenants related to real estate
company leveraging may affect the company's ability to operate effectively.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses. ETFs are bought
and sold based on market prices and can trade at a premium or a discount to the
ETF's net asset value.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF WARRANTS AND RIGHTS. Warrants and rights gives the portfolio the right
to buy stock. A warrant specifies the amount of underlying stock, the purchase
(or "exercise") price, and the date the warrant expires. The portfolio has no
obligation to exercise the warrant and buy the stock. A warrant has value only
if the portfolio is able to exercise it or sell it before it expires. If the
price of the underlying stock does not rise



                                       12
<PAGE>


above the exercise price before the warrant expires, the warrant generally
expires without any value and the portfolio loses any amount it paid for the
warrant. Thus, investments in warrants may involve substantially more risk than
investments in common stock. Warrants may trade in the same markets as their
underlying stock; however, the price of the warrant does not necessarily move
with the price of the underlying stock.

The portfolio may purchase securities pursuant to the exercise of subscription
rights, which allow an issuer's existing shareholders to purchase additional
common stock at a price substantially below the market price of the shares. The
failure to exercise subscription rights to purchase common stock would result
in the dilution of the portfolio's interest in the issuing company. The market
for such rights is not well developed and, accordingly, the portfolio may not
always realize full value on the sale of rights.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
subject to extensive government regulation.

Industries in the energy segment, such as those engaged in the development,
production and distribution of energy resources, can be significantly affected
by supply and demand both for their specific product or service and for energy
products in general. The price of oil, gas and other consumable fuels,
exploration and production spending, government regulation, world events and
economic conditions likewise will affect the performance of companies in these
industries.

Industries in the health care segment, such as health care supplies, health
care services, biotechnology and pharmaceuticals, may be significantly affected
by government regulation and reimbursement rates, approval of products by
government agencies, and patent expirations and litigation.


Industries in the consumer discretionary segment, such as consumer durables,
hotels, restaurants, media, retailing and automobiles, may be significantly
affected by the performance of the overall economy, interest rates,
competition, consumer confidence and spending, and changes in demographics and
consumer tastes.

DERIVATIVES RISK. Using stock index futures and options and other derivatives
exposes the portfolio to additional risks, may increase the volatility of the
portfolio's net asset value and may not provide the expected result.
Derivatives may have a leveraging effect on the portfolio, and they can
disproportionately increase losses and reduce opportunities for gain when
market prices, interest rates or currencies, or the derivative instruments
themselves, behave in a way not anticipated by the portfolio, especially in
abnormal market conditions. Some derivatives have the potential for unlimited
loss, regardless of the size of the portfolio's initial investment. If changes
in a derivative's value do not correspond to changes in the value of the
portfolio's other investments or do not correlate well with the underlying
assets, rate or index, the portfolio may not fully benefit from, or could lose
money on, or could experience unusually high expenses as a result of, the
derivative position. Derivatives involve the risk of loss if the counterparty
defaults on its obligation or if the clearing firm through which the derivative
has been traded becomes insolvent. Certain derivatives may be less liquid,
which may reduce the returns of the portfolio if it cannot sell or terminate
the derivative at an advantageous time or price. The portfolio also may have to
sell assets at inopportune times to satisfy its obligations. The portfolio



                                       13
<PAGE>


More on the risks of investing in the portfolio

may be unable to terminate or sell its derivative positions. In fact, many
over-the-counter derivative instruments will not have liquidity beyond the
counterparty to the instrument. Some derivatives may involve the risk of
improper valuation. The portfolio's use of derivatives may also increase the
amount of taxes payable by shareholders. Suitable derivatives may not be
available in all circumstances or at reasonable prices and may not be used by
the portfolio for a variety of reasons. Risks associated with the use of
derivatives are magnified to the extent that a large portion of the portfolio's
assets are committed to derivatives in general or are invested in just one or a
few types of derivatives. New regulations are changing the derivatives markets.
The regulations may make using derivatives more costly, may limit their
availability, or may otherwise adversely affect their value or performance. For
derivatives that are required to be traded through a clearinghouse or exchange,
the portfolio also will be exposed to the credit risk of the clearinghouse and
the broker that submits trades for the portfolio. It is possible that certain
derivatives that are required to be cleared, such as certain swap contracts,
will not be accepted for clearing. In addition, regulated trading facilities
for swap contracts are relatively new; they may not function as intended, which
could impair the ability to enter into swap contracts. The extent and impact of
the regulations are not yet fully known and may not be for some time. The
portfolio's ability to use certain derivative instruments currently is limited
by Commodity Futures Trading Commission rules.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on days when
the portfolio is holding fair-valued securities may receive fewer or more
shares or lower or higher redemption proceeds than they would have received if
the portfolio had not fair-valued the security or had used a different
valuation methodology. The value of foreign securities, certain fixed income
securities and currencies, as applicable, may be materially affected by events
after the close of the market on which they are valued, but before the
portfolio determines its net asset value.


PORTFOLIO TURNOVER RISK. If the portfolio does a lot of trading, it may incur
additional operating expenses, which would reduce performance. A higher level
of portfolio turnover may also cause taxable shareholders to incur a higher
level of taxable income or capital gains.


CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objectives.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


                                       14
<PAGE>

DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       15
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, oversees the portfolio's
operations and supervises the portfolio's subadviser, which is responsible for
the day-to-day management of the portfolio's portfolio.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio is the responsibility of John Peckham
(portfolio manager of the portfolio since 2013). Mr. Peckham is supported by
Ashesh Savla (portfolio manager of the portfolio since 2013) and Brian Popiel
(portfolio manager of the portfolio since 2013). The portfolio managers draw
upon the research and investment management expertise of the firm's research
teams, which provide fundamental and quantitative research on companies on a
global basis and include members from one or more of Pioneer's affiliates. John
Peckham, senior vice president and co-head of equity research - U.S., joined
Pioneer in 2002. Ashesh Savla, senior quantitative research analyst, joined
Pioneer in 2003. Brian Popiel, fundamental research analyst, joined Pioneer in
2011. From 2010 to 2011, he was an analyst at Craig-Hallum Capital Group LLC,
covering the financial services sector. From 2007 to 2010, Mr. Popiel was an
analyst at Westfield Capital Management, covering global financials.


The portfolio's 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
the portfolio.


MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.70% of the portfolio's average daily net assets. The fee is normally
accrued daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.70% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


                                       16
<PAGE>

DISTRIBUTION PLAN
The portfolio has adopted a distribution plan for Class II shares in accordance
with Rule 12b-1 under the Investment Company Act of 1940. Under the plan, the
portfolio pays to Pioneer Funds Distributor, Inc. a distribution fee of 0.25%
of the average daily net assets attributable to Class II shares. Because these
fees are an ongoing expense, over time they increase the cost of an investment
and the shares may cost more than shares that are subject to other types of
sales charges.


                                       17
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated. The portfolio's most recent
net asset value is available on the portfolio's website,
www.pioneerinvestments.com.


The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
using a variety of techniques and methods.

The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.

The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily available or may be unreliable - the portfolio may
use fair value methods more frequently than funds that


                                       18
<PAGE>

primarily invest in securities that are more widely traded. Valuing securities
using fair value methods may cause the net asset value of the portfolio's
shares to differ from the net asset value that would be calculated only using
market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       19
<PAGE>

Shareholder information

ADDITIONAL PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       20
<PAGE>

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       21
<PAGE>

Shareholder information

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       22
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       23
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER DISCIPLINED VALUE VCT PORTFOLIO


CLASS II



<TABLE>
<CAPTION>
                                                                         YEAR         YEAR
                                                                         ENDED        ENDED
                                                                       12/31/13     12/31/12
                                                                     ------------ ------------
<S>                                                                  <C>          <C>
Net asset value, beginning of period                                   $  11.79     $  10.77
                                                                       --------     --------
Increase (decrease) from investment operations:
 Net investment income (loss)                                          $   0.16     $   0.17
 Net realized and unrealized gain (loss) on investments                    3.09         0.96
                                                                       --------     --------
  Net increase (decrease) from investment operations                   $   3.25     $   1.13
Distributions to shareowners:
 Net income                                                            $  (0.20)    $  (0.11)
 Net realized gain                                                        (0.55)           -
                                                                       --------     --------
Total distributions                                                    $  (0.75)    $  (0.11)
                                                                       --------     --------
Net investment increase (decrease) in net asset value                  $   2.50     $   1.02
                                                                       --------     --------
Net asset value, end of period                                         $  14.29     $  11.79
                                                                       --------     --------
Total return*                                                             28.59%       10.60%
Ratio of net expenses to average net assets                                1.00%        1.00%
Ratio of net investment income to average net assets                       1.12%        1.78%
Portfolio turnover rate                                                      97%          74%
Net assets, end of period (in thousands)                               $247,243     $208,122
Ratios assuming no waiver of fees and assumption of expenses by the
 Adviser and no reduction for fees paid indirectly:
Total expenses                                                             1.02%        1.03%
 Net investment income                                                     1.11%        1.74%



<CAPTION>
                                                                         YEAR         YEAR          YEAR
                                                                         ENDED        ENDED        ENDED
                                                                       12/31/11     12/31/10      12/31/09
                                                                     ------------ ------------ -------------
<S>                                                                  <C>          <C>          <C>
Net asset value, beginning of period                                   $ 11.26      $  10.37     $  9.03
                                                                       -------      --------     -------
Increase (decrease) from investment operations:
 Net investment income (loss)                                          $  0.12      $   0.08     $ (0.03)
 Net realized and unrealized gain (loss) on investments                  (0.53)         0.87        1.44(a)
                                                                       -------      --------     -------
  Net increase (decrease) from investment operations                   $ (0.41)     $   0.95     $  1.41
Distributions to shareowners:
 Net income                                                            $ (0.08)     $  (0.06)    $ (0.07)
 Net realized gain                                                           -             -           -
                                                                       -------      --------     -------
Total distributions                                                    $ (0.08)     $  (0.06)    $ (0.07)
                                                                       -------      --------     -------
Net investment increase (decrease) in net asset value                  $ (0.49)     $   0.89     $  1.34
                                                                       -------      --------     -------
Net asset value, end of period                                         $ 10.77      $  11.26     $ 10.37
                                                                       -------      --------     -------
Total return*                                                            (3.66)%        9.26%      15.73%
Ratio of net expenses to average net assets                               1.00%         1.00%       1.00%
Ratio of net investment income to average net assets                      1.48%         1.10%       1.36%
Portfolio turnover rate                                                     18%           21%         21%
Net assets, end of period (in thousands)                               $155,712     $113,821     $68,132
Ratios assuming no waiver of fees and assumption of expenses by the
 Adviser and no reduction for fees paid indirectly:
Total expenses                                                            1.04%         1.09%       1.20%
 Net investment income                                                    1.44%         1.01%       1.16%
</TABLE>



*     Assumes initial investment at net asset value at the beginning of the
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of the period.
(a)        The amount shown for a share outstanding does not correspond with
           the aggregate gain (loss) on investments for the period due to the
           timing of sales and repurchases of shares in relation to fluctuating
           market values of the investments of the Portfolio.
Note: The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, separate account charges and sales
    charges.



                                       24
<PAGE>

                                     Notes
<PAGE>

Pioneer Variable Contracts Trust
PIONEER DISCIPLINED VALUE VCT PORTFOLIO
CLASS II SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   19078-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>


<PAGE>

PIONEER EMERGING MARKETS VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class I Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objective
and strategies.........................................  8
More on the risks of investing in the portfolio........ 11
Management............................................. 17
Pricing of shares...................................... 19
Shareholder information................................ 21
Distributions and taxes................................ 24
Financial highlights................................... 25
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVE

Long-term growth of capital.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)   CLASS I
----------------------------------------------------------------------------------- --------
<S>                                                                                 <C>
Management Fees/1/                                                                    1.10%
-----------------------------------------------------------------------------------    ----
Distribution and Service (12b-1) Fees                                                 0.00%
-----------------------------------------------------------------------------------    ----
Other Expenses                                                                        0.30%
-----------------------------------------------------------------------------------    ----
Total Annual Portfolio Operating Expenses/1/                                          1.40%
-----------------------------------------------------------------------------------    ----
Acquired Fund Fees and Expenses1,2                                                    0.01%
-----------------------------------------------------------------------------------    ----
Total Annual Portfolio Operating Expenses Plus Acquired Fund Fees and Expenses1,2     1.41%
-----------------------------------------------------------------------------------    ----
</TABLE>



1 Restated to reflect current management fees.


2 Total annual portfolio operating expenses in the table, before and after fee
  waiver and expense reimbursement, may be higher than the corresponding
  ratios of expenses to average net assets shown in the "Financial Highlights"
  section, which do not include acquired fund fees and expenses.


EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same. This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
            NUMBER OF YEARS YOU OWN YOUR
                       SHARES
            (WITH OR WITHOUT REDEMPTION)
          ---------------------------------
             1       3       5        10
          ------- ------- ------- ---------
<S>       <C>     <C>     <C>     <C>
Class I   $144    $446    $771    $1,691
--------- ----    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 87% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES
The portfolio invests primarily in securities of emerging market issuers.
Although the portfolio invests in both equity and debt securities, it normally
emphasizes equity securities in its portfolio. Normally, the portfolio invests
at least 80% of its total assets in the securities of emerging market corporate
and government issuers. The portfolio considers emerging market issuers to
include: issuers organized under the laws of an emerging


                                       1
<PAGE>

Portfolio summary

market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets or sales made in emerging markets, and
emerging market governmental issuers.

The portfolio invests in at least six emerging markets. The portfolio considers
any market that is not developed to be an emerging market. Emerging markets
generally will include, but not be limited to, countries included in the Morgan
Stanley Capital International (MSCI) Emerging & Frontier Markets Index. The
portfolio's investments will not be confined to securities issued by companies
included in the index. At the investment adviser's discretion, the portfolio
may invest in other emerging markets. The portfolio does not allocate more than
25% of its total assets to any one country but can invest more than 25% of its
total assets in a particular region.

The portfolio may invest up to 20% of its total assets in securities of issuers
in any developed country (other than the U.S.).

For purposes of the portfolio's investment policies, equity securities include
common stocks and securities with common stock characteristics, such as
exchange-traded funds (ETFs) that invest primarily in equity securities, equity
interests in real estate investment trusts (REITs), preferred stocks,
depositary receipts, warrants and rights. The portfolio may invest in initial
public offerings of equity securities. The portfolio may also purchase and sell
forward foreign currency exchange contracts in non-U.S. currencies in
connection with its investments, including as a means of managing relative
currency exposure.


The portfolio may invest in debt securities of any quality or maturity. The
portfolio may not invest more than 10% of its net assets in debt securities
rated below investment grade (known as "junk bonds") or in unrated securities
of comparable quality, including securities of issuers in default. The
portfolio may invest in Brady bonds, which are restructured debt of
governmental issuers of emerging market countries.

The portfolio may, but is not required to, use derivatives. The portfolio may
use derivatives, including forward foreign currency exchange contracts and
stock index futures, for a variety of purposes, including: in an attempt to
hedge against adverse changes in the market prices of securities, interest
rates or currency exchange rates; as a substitute for purchasing or selling
securities; to attempt to increase the portfolio's return as a non-hedging
strategy that may be considered speculative; and to manage portfolio
characteristics. The portfolio may choose not to make use of derivatives for a
variety of reasons, and any use may be limited by applicable law and
regulations. The portfolio also may hold cash or other short-term instruments.


The portfolio's investment adviser uses a value approach to select the
portfolio's investments. The adviser seeks to identify securities that are
selling at reasonable prices or substantial discounts to their underlying
values. The adviser evaluates a security's potential value, including the
attractiveness of its market valuation, based on the company's assets and
prospects for long-term revenue, earnings and cash flow growth. In making that
assessment, the adviser employs qualitative analysis, quantitative techniques,
fundamental research and an evaluation of the issuer based on its financial
statements and operations. In addition to analyzing specific securities, the
adviser determines the relative attractiveness of investing in different
emerging markets. In assessing the investment potential of each country, the
adviser considers economic growth prospects, monetary conditions, political
risks, currency risk, capital flows and other factors.

The adviser generally sells a portfolio security when it believes that the
security's market value reflects its intrinsic value. The adviser makes that
determination based upon the same criteria it uses to select portfolio
securities.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


                                       2
<PAGE>


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The stock market may perform
poorly relative to other investments (this risk may be greater in the short
term). High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities worldwide. Governmental and non-governmental issuers have
defaulted on, or been forced to restructure, their debts, and many other
issuers have faced difficulties obtaining credit. These market conditions may
continue, worsen or spread, including in the U.S., Europe and beyond. Further
defaults or restructurings by governments and others of their debt could have
additional adverse effects on economies, financial markets and asset valuations
around the world. In response to the crisis, the U.S. and other governments and
the Federal Reserve and certain foreign central banks have taken steps to
support financial markets, including by keeping interest rates at historically
low levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and in other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Emerging markets issuers may be located in
parts of the world that have historically been prone to natural disasters.
Investing in depositary receipts is subject to many of the same risks as
investing directly in non-U.S. issuers. Depositary receipts may involve higher
expenses and may trade at a discount (or premium) to the underlying security.


GEOGRAPHIC FOCUS RISK. To the extent that the portfolio invests from time to
time more than 25% of its assets in issuers organized or located in a
particular geographic region, the portfolio may be particularly affected by
adverse securities markets, exchange rates and social, political, regulatory or
economic events which may occur in those regions.


CURRENCY RISK. Because the portfolio may invest in non-U.S. currencies,
securities denominated in non-U.S. currencies, and other currency-related
investments, the portfolio is subject to currency risk, meaning that the
portfolio could experience losses based on changes in the exchange rate between
non-U.S. currencies and the U.S. dollar or as a result of currency conversion
costs. Currency exchange rates can be volatile, and are affected by factors
such as general economic conditions, the actions of the U.S. and foreign
governments or central banks, the imposition of currency controls and
speculation.


FORWARD FOREIGN CURRENCY TRANSACTIONS RISK. To the extent that the portfolio
enters into forward foreign currency transactions, it may not fully benefit
from or may lose money on the transactions if changes in currency rates do not
occur as anticipated or do not correspond accurately to changes in the value of
the portfolio's


                                       3
<PAGE>

Portfolio summary

holdings, or if the counterparty defaults. Such transactions may also prevent
the portfolio from realizing profits on favorable movements in exchange rates.
Risk of counterparty default is greater for counterparties located in emerging
markets. The portfolio's ability to use forward foreign currency transactions
successfully depends on a number of factors, including the forward foreign
currency transactions being available at prices that are not too costly, the
availability of liquid markets, and the adviser's judgment regarding the
direction of changes in currency exchange rates.

VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.

PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.

SMALL AND MID-SIZE COMPANIES RISK. Compared to large companies, small- and
mid-size companies, and the market for their equity securities, may be more
sensitive to changes in earnings results and investor expectations, have more
limited product lines and capital resources, experience sharper swings in
market values, have limited liquidity, be harder to value or to sell at the
times and prices the adviser thinks appropriate, and offer greater potential
for gain and loss.


RISKS OF INVESTMENTS IN REITS. Investments in real estate securities are
affected by economic conditions, interest rates, governmental actions and other
factors. In addition, 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. REITs may have lower trading volumes and may
be subject to more abrupt or erratic price movements than the overall
securities markets. Mortgage REITs are particularly subject to interest rate
and credit risks. In addition to its own expenses, the portfolio will
indirectly bear its proportionate share of any management and other expenses
paid by REITs in which it invests. Many real estate companies, including REITs,
utilize leverage.

RISKS OF WARRANTS AND RIGHTS. If the price of the underlying stock does not
rise above the exercise price before the warrant expires, the warrant generally
expires without any value and the portfolio loses any amount it paid for the
warrant. The failure to exercise subscription rights to purchase common shares
would result in the dilution of the portfolio's interest in the issuing
company.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


                                       4
<PAGE>


DERIVATIVES RISK. Using stock index futures and options and other derivatives
can increase portfolio losses and reduce opportunities for gains when market
prices, interest rates or the derivative instruments themselves behave in a way
not anticipated by the portfolio. Using derivatives may increase the volatility
of the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses.


PORTFOLIO TURNOVER RISK. If the portfolio does a lot of trading, it may incur
additional operating expenses, which would reduce performance.

EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


                                       5
<PAGE>

Portfolio summary

THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class I shares from
calendar year to calendar year. The table shows the average annual total
returns for Class I shares of the portfolio over time and compares these
returns to the returns of the Morgan Stanley Capital International Emerging
Markets Index, a broad-based measure of market performance that has
characteristics relevant to the portfolio's investment strategies.

The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.


ANNUAL RETURN CLASS I SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04       '05     '06     '07     '08      '09     '10     '11      '12     '13
<S>       <C>     <C>     <C>     <C>      <C>     <C>     <C>      <C>     <C>
  19.00   37.95   35.77   42.86   -58.20   74.64   15.89   -23.40   11.97   -1.96
</TABLE>






For the period covered by the bar chart:
THE HIGHEST CALENDAR QUARTERLY RETURN WAS 31.93% (04/01/2009 TO 06/30/2009).
THE LOWEST CALENDAR QUARTERLY RETURN WAS -31.99% (10/01/2008 TO 12/31/2008).


AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                                                            SINCE
                                                                                                                        INCEPTION
                                                                                          1 YEAR   5 YEARS   10 YEARS  (10/30/98)
                                                                                        -------- --------- ---------- -----------
<S>                                                                                     <C>      <C>       <C>        <C>
Class I                                                                                  -1.96     11.22       8.52       9.66
---------------------------------------------------------------------------------------  -----     -----       ----       ----
Morgan Stanley Capital International Emerging Markets Index (reflects no deduction for
fees, expenses or taxes)                                                                 -2.60     14.79      11.17        N/A*
---------------------------------------------------------------------------------------  -----     -----      -----       ----
</TABLE>



*     Index return information is not available since the fund's inception.


                                       6
<PAGE>

MANAGEMENT


<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   Mauro Ratto, head of emerging markets and director at Pioneer (portfolio
                       manager of the portfolio since 2013); Marco Mencini, head of equities -
                       emerging markets and senior vice president at Pioneer (portfolio manager of
                       the portfolio since 2013); and Andrea Salvatori, head of global emerging
                       markets & Latin American equities and senior vice president at Pioneer
                       (portfolio manager of the portfolio since 2013)
</TABLE>


TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       7
<PAGE>

More on the portfolio's investment objective
and strategies


INVESTMENT OBJECTIVE
Long-term growth of capital.

The portfolio's investment objective may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objective.


PRINCIPAL INVESTMENT STRATEGIES
The portfolio invests primarily in securities of emerging market issuers.
Although the portfolio invests in both equity and debt securities, it normally
emphasizes equity securities in its portfolio. Normally, the portfolio invests
at least 80% of its total assets in the securities of emerging market corporate
and government issuers. The portfolio considers emerging market issuers to
include: issuers organized under the laws of an emerging market country,
issuers with a principal office in an emerging market country, issuers that
derive at least 50% of their gross revenues or profits from goods or services
produced in emerging markets or sales made in emerging markets, and emerging
market governmental issuers.

The portfolio will provide written notice to shareholders at least 60 days
prior to any change to its policy to invest at least 80% of its assets in
securities of emerging market issuers.

The portfolio invests in at least six emerging markets. The portfolio considers
any market that is not developed to be an emerging market. Emerging markets
generally will include, but not be limited to, countries included in the Morgan
Stanley Capital International (MSCI) Emerging & Frontier Markets Index. The
portfolio's investments will not be confined to securities issued by companies
included in the index. At the investment adviser's discretion, the portfolio
may invest in other emerging markets. The portfolio does not allocate more than
25% of its total assets to any one country but can invest more than 25% of its
total assets in a particular region.

The portfolio may invest up to 20% of its total assets in securities of issuers
in any developed country (other than the U.S.).

For purposes of the portfolio's investment policies, equity securities include
common stocks and securities with common stock characteristics, such as
exchange-traded funds (ETFs) that invest primarily in equity securities, equity
interests in real estate investment trusts (REITs), preferred stocks,
depositary receipts, warrants and rights. The portfolio may consider an ETF as
an emerging market issuer for purposes of satisfying the portfolio's 80% policy
if the ETF invests at least 80% of its net assets in emerging market issuers.
The portfolio may invest in initial public offerings of equity securities. The
portfolio may also purchase and sell forward foreign currency exchange
contracts in non-U.S. currencies in connection with its investments, including
as a means of managing relative currency exposure.


The portfolio may invest in debt securities of any quality or maturity. The
portfolio may not invest more than 10% of its net assets in debt securities
rated below investment grade (known as "junk bonds"), including below
investment grade convertible debt, or in unrated securities of comparable
quality, including securities of issuers in default. The portfolio may invest
in Brady bonds, which are restructured debt of governmental issuers of emerging
market countries. The portfolio invests in debt securities when the adviser
believes they are consistent with the portfolio's investment objective of
long-term growth of capital, to diversify the portfolio or for greater
liquidity.


Pioneer Investment Management, Inc. (Pioneer), the portfolio's investment
adviser, uses a value approach to select the portfolio's investments. Using
this investment style, Pioneer seeks securities selling at reasonable prices or
substantial discounts to their underlying values and then generally 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 long-term
revenue, earnings and cash flow growth. Pioneer employs qualitative analysis,
quantitative techniques, fundamental research and an evaluation of the issuer
based on its financial statements and operations. In addition to analyzing
specific


                                       8
<PAGE>

securities, Pioneer determines the relative attractiveness of investing in
different emerging markets. In assessing the investment potential of each
country, Pioneer considers economic growth prospects, monetary conditions,
political risks, currency risk, capital flows and other factors. Pioneer relies
on the knowledge, experience and judgment of its staff and the staff of its
affiliates who have access to a wide variety of research. Pioneer focuses on
the quality and price of individual issuers and securities, not on
market-timing strategies. Factors Pioneer looks for in selecting investments
include:
oIssuers in countries expected to have economic and market environments that
  will be positive
oFavorable expected returns relative to perceived risk
oCompanies expected to benefit from long-term trends in the economy
oLow market valuations relative to expected earnings, assets, cash flow and
  revenues
oTurnaround potential for companies that have been through difficult periods
oManagement with demonstrated ability and commitment to the company
oIssuer's industry has strong fundamentals, such as increasing or sustainable
  demand and barriers to entry

Pioneer generally sells a portfolio security when it believes that the
security's market value reflects its intrinsic value. Pioneer makes that
determination based upon the same criteria it uses to select portfolio
securities.


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
The portfolio may invest in forward foreign currency exchange contracts.
Forward foreign currency exchange contracts involve the right or obligation to
buy or sell a given amount of foreign currency at a specified price and future
date.


DEBT SECURITIES
The portfolio may invest in debt securities of U.S. and non-U.S. issuers.
Generally the portfolio may acquire debt securities that are investment grade,
but the portfolio may invest in below investment grade debt securities (known
as "junk bonds"), including below investment grade convertible debt securities.
A debt security is investment grade if it is rated in one of the top four
categories by a nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the adviser.

The portfolio may invest in debt securities rated "D" or better, or comparable
unrated securities. Debt securities rated "D" are in default.


DERIVATIVES
The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. A derivative is a security or
instrument whose value is determined by reference to the value or the change in
value of one or more securities, currencies, indices or other financial
instruments. The portfolio may use derivatives for a variety of purposes,
including:

oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative

oTo manage portfolio characteristics (for example, the portfolio's currency
  exposure and exposure to various market segments)


The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.


CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objective. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in


                                       9
<PAGE>

More on the portfolio's investment objective
and strategies

these securities or may hold cash. The portfolio may adopt a defensive strategy
when the adviser believes securities in which the portfolio normally invests
have special or unusual risks or are less attractive due to adverse market,
economic, political or other conditions. During such periods, it may be more
difficult for the portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       10
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. The stock market may perform poorly relative to other investments
(this risk may be greater in the short term). High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities; in particular, the
values of some sovereign debt and of securities of issuers that invest in
sovereign debt and related investments have fallen, credit has become more
scarce worldwide and there has been significant uncertainty in the markets.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts; and many other issuers have faced difficulties
refinancing existing obligations. These market conditions may continue, worsen
or spread, including in the U.S., Europe and beyond. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that such efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. This environment could make identifying investment risks and
opportunities especially difficult for the adviser, and whether or not the
portfolio invests in securities of issuers located in or with significant
exposure to countries experiencing economic and financial difficulties, the
value and liquidity of the portfolio's investments may be negatively affected.
In addition, policy and legislative changes in the U.S. and in other countries
are affecting many aspects of financial regulation. The impact of these changes
on the markets, and the practical implications for market participants, may not
be fully known for some time. The portfolio may experience a substantial or
complete loss on any individual security or derivative position. Particularly
during periods of declining or illiquid markets, the portfolio may experience
periods of heavy redemptions that could cause the portfolio to liquidate its
assets at inopportune times or at a loss or depressed value, and could cause
the remaining shareholders in the portfolio to lose money. Such redemption risk
is greater to the extent that the portfolio has investors with large
shareholdings, short investment horizons or unpredictable cash flow needs.

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:

oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable
oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

                                       11
<PAGE>

More on the risks of investing in the portfolio


oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


Additional risks of investing in emerging markets include:
oThe extent of economic development, political stability, market depth,
  infrastructure, capitalization and regulatory oversight can be less than in
  more developed markets
oEmerging market countries may experience rising interest rates, or, more
  significantly, rapid inflation or hyperinflation
oThe portfolio could experience a loss from settlement and custody practices in
  some emerging markets
oThe possibility that a counterparty may not complete a currency or securities
  transaction
oLow trading volumes may result in a lack of liquidity and in extreme price
  volatility

GEOGRAPHIC FOCUS RISK. To the extent that the portfolio invests from time to
time more than 25% of its assets in issuers organized or located in a
particular geographic region, the portfolio may be particularly affected by
adverse securities markets, exchange rates and social, political, regulatory or
economic events which may occur in those regions.


CURRENCY RISK. Because the portfolio may invest in non-U.S. currencies,
securities denominated in non-U.S. currencies, and other currency-related
investments, the portfolio is subject to currency risk, meaning that the
portfolio could experience losses based on changes in the exchange rate between
non-U.S. currencies and the U.S. dollar or as a result of currency conversion
costs. Currency exchange rates can be volatile, and are affected by factors
such as general economic conditions, the actions of the U.S. and foreign
governments or central banks, the imposition of currency controls and
speculation.

FORWARD FOREIGN CURRENCY TRANSACTIONS RISK. To the extent that the portfolio
enters into forward foreign currency transactions, it may not fully benefit
from or may lose money on the transactions if changes in currency rates do not
occur as anticipated or do not correspond accurately to changes in the value of
the portfolio's holdings, or if the counterparty defaults. Such transactions
may also prevent the portfolio from realizing profits on favorable movements in
exchange rates. Risk of counterparty default is greater for counterparties
located in emerging markets. The portfolio's ability to use forward foreign
currency transactions successfully depends on a number of factors, including
the forward foreign currency transactions being available at prices that are
not too costly, the availability of liquid markets, and the adviser's judgment
regarding the direction of changes in currency exchange rates.


VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.

PORTFOLIO SELECTION RISK. The adviser's judgment about the quality, relative
yield, relative value or market trends affecting a particular sector or region,
market segment, security or about interest rates generally may prove to be
incorrect.


                                       12
<PAGE>

SMALL AND MID-SIZE COMPANIES RISK. Compared to large companies, small- and
mid-size companies, and the market for their equity securities, may be more
sensitive to changes in earnings results and investor expectations, have more
limited product lines and capital resources, experience sharper swings in
market values, have limited liquidity, be harder to value or to sell at the
times and prices the adviser thinks appropriate, and offer greater potential
for gain and loss.


RISKS OF INVESTMENTS IN REITS. The portfolio has risks associated with the real
estate industry. Although the portfolio does not invest directly in real
estate, it may invest in REITs and other equity securities of real estate
industry issuers. These risks may include:


oThe U.S. or a local real estate market declines due to adverse economic
  conditions, foreclosures, overbuilding and high vacancy rates, reduced or
  regulated rents or other causes


oInterest rates go up. Rising interest rates can adversely affect the
  availability and cost of financing for property acquisitions and other
  purposes and reduce the value of a REIT's fixed income investments


oThe values of properties owned by a REIT or the prospects of other real estate
  industry issuers may be hurt by property tax increases, zoning changes,
  other governmental actions, environmental liabilities, natural disasters or
  increased operating expenses
oA REIT in the portfolio's portfolio is, or is perceived by the market to be,
  poorly managed


oIf the portfolio's real estate related investments are concentrated in one
  geographic area or property type, the portfolio will be particularly subject
  to the risks associated with that area or property type

REITs can generally be classified as equity REITs, mortgage REITs or hybrid
REITs. Equity REITs invest primarily in real property and derive income mainly
from the collection of rents. They may also realize gains or losses from the
sale of properties. Equity REITs will be affected by conditions in the real
estate rental market and by changes in the value of the properties they own.
Mortgage REITs invest primarily in mortgages and similar real estate interests
and derive income primarily from interest payments. Mortgage REITs will be
affected by changes in creditworthiness of borrowers and changes in interest
rates. Mortgage REITs are subject to the risks of default of the mortgages or
mortgage-related securities in which they invest, and REITs that invest in
so-called "sub-prime" mortgages are particularly subject to this risk. Hybrid
REITs invest both in real property and in mortgages.

Investing in REITs involves certain unique risks. REITs are dependent on
management skills, are not diversified and are subject to the risks of
financing projects. REITs are typically invested in a limited number of
projects or in a particular market segment or geographic region, and therefore
are more susceptible to adverse developments affecting a single project, market
segment or geographic region than more broadly diversified investments. REITs
are subject to heavy cash flow dependency, defaults by mortgagors or other
borrowers and tenants, self-liquidation and the possibility of failing to
qualify for certain tax and regulatory exemptions. REITs may have limited
financial resources and may experience sharper swings in market values and
trade less frequently and in a more limited volume than securities of larger
issuers. In addition to its own expenses, the portfolio will indirectly bear
its proportionate share of any management and other expenses paid by REITs in
which it invests. Such expenses are not shown in "Annual fund operating
expenses" above.

Many real estate companies, including REITs, utilize leverage (and some may be
highly leveraged), which increases investment risk and could adversely affect a
real estate company's operations and market value. Mortgage REITs tend to be
more leveraged than equity REITs. In addition, many mortgage REITs manage their
interest rate and credit risks through the use of derivatives and other hedging
techniques. In addition, capital to pay or refinance a REIT's debt may not be
available or reasonably priced. Financial covenants related to real estate
company leveraging may affect the company's ability to operate effectively.

RISKS OF WARRANTS AND RIGHTS. Warrants and rights gives the portfolio the right
to buy stock. A warrant specifies the amount of underlying stock, the purchase
(or "exercise") price, and the date the warrant expires. The portfolio has no
obligation to exercise the warrant and buy the stock. A warrant has value only
if the portfolio is able to exercise it or sell it before it expires. If the
price of the underlying stock does not rise



                                       13
<PAGE>


More on the risks of investing in the portfolio

above the exercise price before the warrant expires, the warrant generally
expires without any value and the portfolio loses any amount it paid for the
warrant. Thus, investments in warrants may involve substantially more risk than
investments in common stock. Warrants may trade in the same markets as their
underlying stock; however, the price of the warrant does not necessarily move
with the price of the underlying stock.

The portfolio may purchase securities pursuant to the exercise of subscription
rights, which allow an issuer's existing shareholders to purchase additional
common stock at a price substantially below the market price of the shares. The
failure to exercise subscription rights to purchase common stock would result
in the dilution of the portfolio's interest in the issuing company. The market
for such rights is not well developed and, accordingly, the portfolio may not
always realize full value on the sale of rights.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
subject to extensive government regulation.

Industries in the materials segment, such as chemicals, construction materials,
containers and packaging, metals and mining and paper and forest products, may
be significantly affected by the level and volatility of commodity prices,
currency rates, import controls and other regulations, labor relations, global
competition and resource depletion.

Industries in the consumer discretionary segment, such as consumer durables,
hotels, restaurants, media, retailing and automobiles, may be significantly
affected by the performance of the overall economy, interest rates,
competition, consumer confidence and spending, and changes in demographics and
consumer tastes.

Industries in the technology segment, such as information technology,
communications equipment, computer hardware and software, and office and
scientific equipment, are generally 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.

Industries in the energy segment, such as those engaged in the development,
production and distribution of energy resources, can be significantly affected
by supply and demand both for their specific product or service and for energy
products in general. The price of oil, gas and other consumable fuels,
exploration and production spending, government regulation, world events and
economic conditions likewise will affect the performance of companies in these
industries.


                                       14
<PAGE>


DERIVATIVES RISK. Using stock index futures and options and other derivatives
exposes the portfolio to additional risks, may increase the volatility of the
portfolio's net asset value and may not provide the expected result.
Derivatives may have a leveraging effect on the portfolio, and they can
disproportionately increase losses and reduce opportunities for gain when
market prices, interest rates or currencies, or the derivative instruments
themselves, behave in a way not anticipated by the portfolio, especially in
abnormal market conditions. Some derivatives have the potential for unlimited
loss, regardless of the size of the portfolio's initial investment. If changes
in a derivative's value do not correspond to changes in the value of the
portfolio's other investments or do not correlate well with the underlying
assets, rate or index, the portfolio may not fully benefit from, or could lose
money on, or could experience unusually high expenses as a result of, the
derivative position. Derivatives involve the risk of loss if the counterparty
defaults on its obligation or if the clearing firm through which the derivative
has been traded becomes insolvent. Certain derivatives may be less liquid,
which may reduce the returns of the portfolio if it cannot sell or terminate
the derivative at an advantageous time or price. The portfolio also may have to
sell assets at inopportune times to satisfy its obligations. The portfolio may
be unable to terminate or sell its derivative positions. In fact, many
over-the-counter derivative instruments will not have liquidity beyond the
counterparty to the instrument. Some derivatives may involve the risk of
improper valuation. The portfolio's use of derivatives may also increase the
amount of taxes payable by shareholders. Suitable derivatives may not be
available in all circumstances or at reasonable prices and may not be used by
the portfolio for a variety of reasons. Risks associated with the use of
derivatives are magnified to the extent that a large portion of the portfolio's
assets are committed to derivatives in general or are invested in just one or a
few types of derivatives. New regulations are changing the derivatives markets.
The regulations may make using derivatives more costly, may limit their
availability, or may otherwise adversely affect their value or performance. For
derivatives that are required to be traded through a clearinghouse or exchange,
the portfolio also will be exposed to the credit risk of the clearinghouse and
the broker that submits trades for the portfolio. It is possible that certain
derivatives that are required to be cleared, such as certain swap contracts,
will not be accepted for clearing. In addition, regulated trading facilities
for swap contracts are relatively new; they may not function as intended, which
could impair the ability to enter into swap contracts. The extent and impact of
the regulations are not yet fully known and may not be for some time. The
portfolio's ability to use certain derivative instruments currently is limited
by Commodity Futures Trading Commission rules.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs. Because of the price volatility of IPO shares, the portfolio
may choose to hold IPO shares for a very short period of time. This may
increase the turnover of the portfolio and may lead to increased expenses to
the portfolio, such as commissions and transaction costs. The market for IPO
shares can be speculative and/or inactive for extended periods of time. There
may be only a limited number of shares available for trading. The limited
number of shares available for trading in some IPOs may also make it more
difficult for the portfolio to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices.



                                       15
<PAGE>


More on the risks of investing in the portfolio

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses. ETFs are bought
and sold based on market prices and can trade at a premium or a discount to the
ETF's net asset value.


PORTFOLIO TURNOVER RISK. If the portfolio does a lot of trading, it may incur
additional operating expenses, which would reduce performance.


CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objective.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on days when
the portfolio is holding fair-valued securities may receive fewer or more
shares or lower or higher redemption proceeds than they would have received if
the portfolio had not fair-valued the security or had used a different
valuation methodology. The value of foreign securities, certain fixed income
securities and currencies, as applicable, may be materially affected by events
after the close of the market on which they are valued, but before the
portfolio determines its net asset value.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       16
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, selects the portfolio's
investments and oversees the portfolio's operations.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio is the responsibility of Mauro Ratto,
Marco Mencini and Andrea Salvatori. Mr. Ratto, Mr. Mencini and Mr. Salvatori
are supported by a team of portfolio managers and analysts. Members of this
team manage other Pioneer funds investing primarily in emerging market equity
securities. The portfolio managers and the team also may draw upon the research
and investment management expertise of the firm's research teams, which provide
fundamental and quantitative research on companies on a global basis and
include members from one or more of Pioneer's affiliates.

Mr. Ratto is head of emerging markets and director at Pioneer. He joined
Pioneer in 1998 and has served as a portfolio manager of the portfolio since
2013.

Mr. Mencini is head of equities - emerging markets and senior vice president at
Pioneer. He joined Pioneer in 2001 and has served as a portfolio manager of the
portfolio since 2013.

Mr. Salvatori is head of global emerging markets & Latin American equities and
senior vice president at Pioneer. He joined a predecessor organization to
Pioneer in 1999 and has served as a portfolio manager of the portfolio since
2013.


The portfolio's 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
the portfolio.


MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 1.10% of the portfolio's average daily net assets. The fee is normally
accrued daily and paid monthly. Prior to December 1, 2013, Pioneer's annual fee
was equal to 1.15% of the portfolio's average daily net assets.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 1.15% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



                                       17
<PAGE>

Management

DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


                                       18
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed on the statement of additional
information, a net asset value is not calculated. The portfolio's most recent
net asset value is available on the portfolio's website,
www.pioneerinvestments.com.


The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
using a variety of techniques and methods.

The portfolio uses a fair value model developed by an independent pricing
service to value non-U.S. equity securities. On a daily basis, the pricing
service recommends changes, based on a proprietary model, to the closing market
prices of each non-U.S. security held by the portfolio to reflect the
security's fair value at the time the portfolio determines its net asset value.
The portfolio applies these recommendations in accordance with procedures
approved by the Board of Trustees.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors.

The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily


                                       19
<PAGE>

Pricing of shares

available or may be unreliable - the portfolio may use fair value methods more
frequently than portfolios that primarily invest in securities that are more
widely traded. Valuing securities using fair value methods may cause the net
asset value of the portfolio's shares to differ from the net asset value that
would be calculated only using market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       20
<PAGE>

Shareholder information

PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       21
<PAGE>

Shareholder information

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       22
<PAGE>

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       23
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       24
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER EMERGING MARKETS VCT PORTFOLIO


CLASS I



<TABLE>
<CAPTION>
                                                                                  YEAR        YEAR
                                                                                  ENDED       ENDED
                                                                                12/31/13    12/31/12
                                                                              ------------ ----------
<S>                                                                           <C>          <C>
Net asset value, beginning of period                                            $ 25.95     $ 24.08
                                                                                -------     -------
Increase (decrease) from investment operations:
 Net investment income                                                          $  0.25     $  0.24
 Net realized and unrealized gain (loss) on investments and foreign currency
  transactions                                                                    (0.81)       2.53
                                                                                -------     -------
  Net increase (decrease) from investment operations                            $ (0.56)    $  2.77
Distributions to shareowners:
 Net investment income                                                          $ (0.29)    $ (0.13)
 Net realized gain                                                                    -       (0.77)
                                                                                -------     -------
Total distributions                                                             $ (0.29)    $ (0.90)
                                                                                -------     -------
Net increase (decrease) in net asset value                                      $ (0.85)    $  1.87
                                                                                -------     -------
Net asset value, end of period                                                  $ 25.10     $ 25.95
                                                                                -------     -------
Total return*                                                                     (1.96)%     11.97%
Ratio of net expenses to average net assets                                        1.45%       1.45%
Ratio of net investment income to average net assets                               0.96%       0.93%
Portfolio turnover rate                                                              87%        143%
Net assets, end of period (in thousands)                                        $32,531     $42,517



<CAPTION>
                                                                                   YEAR        YEAR        YEAR
                                                                                  ENDED        ENDED      ENDED
                                                                                 12/31/11    12/31/10    12/31/09
                                                                              ------------- ---------- -----------
<S>                                                                           <C>           <C>        <C>
Net asset value, beginning of period                                            $   31.52    $ 27.34     $ 15.84
                                                                                ---------    -------     -------
Increase (decrease) from investment operations:
 Net investment income                                                          $    0.35    $  0.17     $  0.10
 Net realized and unrealized gain (loss) on investments and foreign currency
  transactions                                                                      (7.71)      4.15       11.65
                                                                                ---------    -------     -------
  Net increase (decrease) from investment operations                            $   (7.36)   $  4.32     $ 11.75
Distributions to shareowners:
 Net investment income                                                          $   (0.08)   $ (0.14)    $ (0.25)
 Net realized gain                                                                      -          -           -
                                                                                ---------    -------     -------
Total distributions                                                             $   (0.08)   $ (0.14)    $ (0.25)
                                                                                ---------    -------     -------
Net increase (decrease) in net asset value                                      $   (7.44)   $  4.18     $ 11.50
                                                                                ---------    -------     -------
Net asset value, end of period                                                  $   24.08    $ 31.52     $ 27.34
                                                                                ---------    -------     -------
Total return*                                                                      (23.40)%    15.89%      74.64%
Ratio of net expenses to average net assets                                          1.47%      1.45%       1.45%
Ratio of net investment income to average net assets                                 1.13%      0.66%       0.72%
Portfolio turnover rate                                                               215%        97%         60%
Net assets, end of period (in thousands)                                        $  43,727    $65,958     $54,690
</TABLE>



*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.


Note: The above financial highlights do not reflect the deduction of
 non-portfolio expenses associated with variable insurance products, such as
 mortality and expense risk charges, separate account charges, and sales
 charges.



                                       25
<PAGE>

                                     Notes
<PAGE>


                                     Notes

<PAGE>

                                     Notes
<PAGE>

                                     Notes
<PAGE>

Pioneer Variable Contracts Trust
PIONEER EMERGING MARKETS VCT PORTFOLIO
CLASS I SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   20535-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>


<PAGE>

PIONEER EMERGING MARKETS VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class II Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objective
and strategies.........................................  8
More on the risks of investing in the portfolio........ 11
Management............................................. 17
Pricing of shares...................................... 19
Shareholder information................................ 21
Distributions and taxes................................ 24
Financial highlights................................... 25
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVE

Long-term growth of capital.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)   CLASS II
----------------------------------------------------------------------------------- ---------
<S>                                                                                 <C>
Management Fees/1/                                                                     1.10%
-----------------------------------------------------------------------------------     ----
Distribution and Service (12b-1) Fees                                                  0.25%
-----------------------------------------------------------------------------------     ----
Other Expenses                                                                         0.30%
-----------------------------------------------------------------------------------     ----
Total Annual Portfolio Operating Expenses/1/                                           1.65%
-----------------------------------------------------------------------------------     ----
Acquired Fund Fees and Expenses1,2                                                     0.01%
-----------------------------------------------------------------------------------     ----
Total Annual Portfolio Operating Expenses Plus Acquired Fund Fees and Expenses1,2      1.66%
-----------------------------------------------------------------------------------     ----
</TABLE>



1 Restated to reflect current management fees.


2 Total annual portfolio operating expenses in the table, before and after fee
  waiver and expense reimbursement, may be higher than the corresponding
  ratios of expenses to average net assets shown in the "Financial Highlights"
  section, which do not include acquired fund fees and expenses.


EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same. This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
             NUMBER OF YEARS YOU OWN YOUR
                        SHARES
             (WITH OR WITHOUT REDEMPTION)
           ---------------------------------
              1       3       5        10
           ------- ------- ------- ---------
<S>        <C>     <C>     <C>     <C>
Class II   $169    $523    $902    $1,965
---------- ----    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 87% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES
The portfolio invests primarily in securities of emerging market issuers.
Although the portfolio invests in both equity and debt securities, it normally
emphasizes equity securities in its portfolio. Normally, the portfolio invests
at least 80% of its total assets in the securities of emerging market corporate
and government issuers. The portfolio considers emerging market issuers to
include: issuers organized under the laws of an emerging


                                       1
<PAGE>

Portfolio summary

market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets or sales made in emerging markets, and
emerging market governmental issuers.

The portfolio invests in at least six emerging markets. The portfolio considers
any market that is not developed to be an emerging market. Emerging markets
generally will include, but not be limited to, countries included in the Morgan
Stanley Capital International (MSCI) Emerging & Frontier Markets Index. The
portfolio's investments will not be confined to securities issued by companies
included in the index. At the investment adviser's discretion, the portfolio
may invest in other emerging markets. The portfolio does not allocate more than
25% of its total assets to any one country but can invest more than 25% of its
total assets in a particular region.

The portfolio may invest up to 20% of its total assets in securities of issuers
in any developed country (other than the U.S.).

For purposes of the portfolio's investment policies, equity securities include
common stocks and securities with common stock characteristics, such as
exchange-traded funds (ETFs) that invest primarily in equity securities, equity
interests in real estate investment trusts (REITs), preferred stocks,
depositary receipts, warrants and rights. The portfolio may invest in initial
public offerings of equity securities. The portfolio may also purchase and sell
forward foreign currency exchange contracts in non-U.S. currencies in
connection with its investments, including as a means of managing relative
currency exposure.


The portfolio may invest in debt securities of any quality or maturity. The
portfolio may not invest more than 10% of its net assets in debt securities
rated below investment grade (known as "junk bonds") or in unrated securities
of comparable quality, including securities of issuers in default. The
portfolio may invest in Brady bonds, which are restructured debt of
governmental issuers of emerging market countries.

The portfolio may, but is not required to, use derivatives. The portfolio may
use derivatives, including forward foreign currency exchange contracts and
stock index futures, for a variety of purposes, including: in an attempt to
hedge against adverse changes in the market prices of securities, interest
rates or currency exchange rates; as a substitute for purchasing or selling
securities; to attempt to increase the portfolio's return as a non-hedging
strategy that may be considered speculative; and to manage portfolio
characteristics. The portfolio may choose not to make use of derivatives for a
variety of reasons, and any use may be limited by applicable law and
regulations. The portfolio also may hold cash or other short-term instruments.


The portfolio's investment adviser uses a value approach to select the
portfolio's investments. The adviser seeks to identify securities that are
selling at reasonable prices or substantial discounts to their underlying
values. The adviser evaluates a security's potential value, including the
attractiveness of its market valuation, based on the company's assets and
prospects for long-term revenue, earnings and cash flow growth. In making that
assessment, the adviser employs qualitative analysis, quantitative techniques,
fundamental research and an evaluation of the issuer based on its financial
statements and operations. In addition to analyzing specific securities, the
adviser determines the relative attractiveness of investing in different
emerging markets. In assessing the investment potential of each country, the
adviser considers economic growth prospects, monetary conditions, political
risks, currency risk, capital flows and other factors.

The adviser generally sells a portfolio security when it believes that the
security's market value reflects its intrinsic value. The adviser makes that
determination based upon the same criteria it uses to select portfolio
securities.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


                                       2
<PAGE>


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The stock market may perform
poorly relative to other investments (this risk may be greater in the short
term). High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities worldwide. Governmental and non-governmental issuers have
defaulted on, or been forced to restructure, their debts, and many other
issuers have faced difficulties obtaining credit. These market conditions may
continue, worsen or spread, including in the U.S., Europe and beyond. Further
defaults or restructurings by governments and others of their debt could have
additional adverse effects on economies, financial markets and asset valuations
around the world. In response to the crisis, the U.S. and other governments and
the Federal Reserve and certain foreign central banks have taken steps to
support financial markets, including by keeping interest rates at historically
low levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and in other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Emerging markets issuers may be located in
parts of the world that have historically been prone to natural disasters.
Investing in depositary receipts is subject to many of the same risks as
investing directly in non-U.S. issuers. Depositary receipts may involve higher
expenses and may trade at a discount (or premium) to the underlying security.


GEOGRAPHIC FOCUS RISK. To the extent that the portfolio invests from time to
time more than 25% of its assets in issuers organized or located in a
particular geographic region, the portfolio may be particularly affected by
adverse securities markets, exchange rates and social, political, regulatory or
economic events which may occur in those regions.


CURRENCY RISK. Because the portfolio may invest in non-U.S. currencies,
securities denominated in non-U.S. currencies, and other currency-related
investments, the portfolio is subject to currency risk, meaning that the
portfolio could experience losses based on changes in the exchange rate between
non-U.S. currencies and the U.S. dollar or as a result of currency conversion
costs. Currency exchange rates can be volatile, and are affected by factors
such as general economic conditions, the actions of the U.S. and foreign
governments or central banks, the imposition of currency controls and
speculation.


FORWARD FOREIGN CURRENCY TRANSACTIONS RISK. To the extent that the portfolio
enters into forward foreign currency transactions, it may not fully benefit
from or may lose money on the transactions if changes in currency rates do not
occur as anticipated or do not correspond accurately to changes in the value of
the portfolio's


                                       3
<PAGE>

Portfolio summary

holdings, or if the counterparty defaults. Such transactions may also prevent
the portfolio from realizing profits on favorable movements in exchange rates.
Risk of counterparty default is greater for counterparties located in emerging
markets. The portfolio's ability to use forward foreign currency transactions
successfully depends on a number of factors, including the forward foreign
currency transactions being available at prices that are not too costly, the
availability of liquid markets, and the adviser's judgment regarding the
direction of changes in currency exchange rates.

VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.

PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.

SMALL AND MID-SIZE COMPANIES RISK. Compared to large companies, small- and
mid-size companies, and the market for their equity securities, may be more
sensitive to changes in earnings results and investor expectations, have more
limited product lines and capital resources, experience sharper swings in
market values, have limited liquidity, be harder to value or to sell at the
times and prices the adviser thinks appropriate, and offer greater potential
for gain and loss.


RISKS OF INVESTMENTS IN REITS. Investments in real estate securities are
affected by economic conditions, interest rates, governmental actions and other
factors. In addition, 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. REITs may have lower trading volumes and may
be subject to more abrupt or erratic price movements than the overall
securities markets. Mortgage REITs are particularly subject to interest rate
and credit risks. In addition to its own expenses, the portfolio will
indirectly bear its proportionate share of any management and other expenses
paid by REITs in which it invests. Many real estate companies, including REITs,
utilize leverage.

RISKS OF WARRANTS AND RIGHTS. If the price of the underlying stock does not
rise above the exercise price before the warrant expires, the warrant generally
expires without any value and the portfolio loses any amount it paid for the
warrant. The failure to exercise subscription rights to purchase common shares
would result in the dilution of the portfolio's interest in the issuing
company.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


                                       4
<PAGE>


DERIVATIVES RISK. Using stock index futures and options and other derivatives
can increase portfolio losses and reduce opportunities for gains when market
prices, interest rates or the derivative instruments themselves behave in a way
not anticipated by the portfolio. Using derivatives may increase the volatility
of the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses.


PORTFOLIO TURNOVER RISK. If the portfolio does a lot of trading, it may incur
additional operating expenses, which would reduce performance.

EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


                                       5
<PAGE>

Portfolio summary

THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class II shares from
calendar year to calendar year. The table shows the average annual total
returns for Class II shares of the portfolio over time and compares these
returns to the returns of the Morgan Stanley Capital International (MSCI)
Emerging Markets Index, a broad-based measure of market performance that has
characteristics relevant to the portfolio's investment strategies.


The performance shown for Class II shares for periods prior to the commencement
of operations of Class II shares on May 1, 2000 is the performance of Class I
shares of the portfolio, reduced to reflect the higher distribution fee of
Class II shares.


The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.


ANNUAL RETURN CLASS II SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04       '05     '06     '07     '08      '09     '10     '11      '12     '13
<S>       <C>     <C>     <C>     <C>      <C>     <C>     <C>      <C>     <C>
  18.73   37.60   35.51   42.45   -58.30   74.02   15.61   -23.62   11.66   -2.19
</TABLE>






For the period covered by the bar chart:
THE HIGHEST CALENDAR QUARTERLY RETURN WAS 31.81% (04/01/2009 TO 06/30/2009).
THE LOWEST CALENDAR QUARTERLY RETURN WAS -32.03% (10/01/2008 TO 12/31/2008).


AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                                                            SINCE
                                                                                                                        INCEPTION
                                                                                          1 YEAR   5 YEARS   10 YEARS  (10/30/98)
                                                                                        -------- --------- ---------- -----------
<S>                                                                                     <C>      <C>       <C>        <C>
Class II                                                                                 -2.19     10.91       8.24       9.39
---------------------------------------------------------------------------------------  -----     -----       ----       ----
Morgan Stanley Capital International Emerging Markets Index (reflects no deduction for
fees, expenses or taxes)                                                                 -2.60     14.79      11.17        N/A*
---------------------------------------------------------------------------------------  -----     -----      -----       ----
</TABLE>



*Index return information is not available since the portfolio's inception.


                                       6
<PAGE>

MANAGEMENT


<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   Mauro Ratto, head of emerging markets and director at Pioneer (portfolio
                       manager of the portfolio since 2013); Marco Mencini, head of equities -
                       emerging markets and senior vice president at Pioneer (portfolio manager of
                       the portfolio since 2013); and Andrea Salvatori, head of global emerging
                       markets & Latin American equities and senior vice president at Pioneer
                       (portfolio manager of the portfolio since 2013)
</TABLE>


TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       7
<PAGE>

More on the portfolio's investment objective
and strategies


INVESTMENT OBJECTIVE
Long-term growth of capital.

The portfolio's investment objective may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objective.


PRINCIPAL INVESTMENT STRATEGIES
The portfolio invests primarily in securities of emerging market issuers.
Although the portfolio invests in both equity and debt securities, it normally
emphasizes equity securities in its portfolio. Normally, the portfolio invests
at least 80% of its total assets in the securities of emerging market corporate
and government issuers. The portfolio considers emerging market issuers to
include: issuers organized under the laws of an emerging market country,
issuers with a principal office in an emerging market country, issuers that
derive at least 50% of their gross revenues or profits from goods or services
produced in emerging markets or sales made in emerging markets, and emerging
market governmental issuers.

The portfolio will provide written notice to shareholders at least 60 days
prior to any change to its policy to invest at least 80% of its assets in
securities of emerging market issuers.

The portfolio invests in at least six emerging markets. The portfolio considers
any market that is not developed to be an emerging market. Emerging markets
generally will include, but not be limited to, countries included in the Morgan
Stanley Capital International (MSCI) Emerging & Frontier Markets Index. The
portfolio's investments will not be confined to securities issued by companies
included in the index. At the investment adviser's discretion, the portfolio
may invest in other emerging markets. The portfolio does not allocate more than
25% of its total assets to any one country but can invest more than 25% of its
total assets in a particular region.

The portfolio may invest up to 20% of its total assets in securities of issuers
in any developed country (other than the U.S.).

For purposes of the portfolio's investment policies, equity securities include
common stocks and securities with common stock characteristics, such as
exchange-traded funds (ETFs) that invest primarily in equity securities, equity
interests in real estate investment trusts (REITs), preferred stocks,
depositary receipts, warrants and rights. The portfolio may consider an ETF as
an emerging market issuer for purposes of satisfying the portfolio's 80% policy
if the ETF invests at least 80% of its net assets in emerging market issuers.
The portfolio may invest in initial public offerings of equity securities. The
portfolio may also purchase and sell forward foreign currency exchange
contracts in non-U.S. currencies in connection with its investments, including
as a means of managing relative currency exposure.


The portfolio may invest in debt securities of any quality or maturity. The
portfolio may not invest more than 10% of its net assets in debt securities
rated below investment grade (known as "junk bonds"), including below
investment grade convertible debt, or in unrated securities of comparable
quality, including securities of issuers in default. The portfolio may invest
in Brady bonds, which are restructured debt of governmental issuers of emerging
market countries. The portfolio invests in debt securities when the adviser
believes they are consistent with the portfolio's investment objective of
long-term growth of capital, to diversify the portfolio or for greater
liquidity.


Pioneer Investment Management, Inc. (Pioneer), the portfolio's investment
adviser, uses a value approach to select the portfolio's investments. Using
this investment style, Pioneer seeks securities selling at reasonable prices or
substantial discounts to their underlying values and then generally 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 long-term
revenue, earnings and cash flow growth. Pioneer employs qualitative analysis,
quantitative techniques, fundamental research and an evaluation of the issuer
based on its financial statements and operations. In addition to analyzing
specific


                                       8
<PAGE>

securities, Pioneer determines the relative attractiveness of investing in
different emerging markets. In assessing the investment potential of each
country, Pioneer considers economic growth prospects, monetary conditions,
political risks, currency risk, capital flows and other factors. Pioneer relies
on the knowledge, experience and judgment of its staff and the staff of its
affiliates who have access to a wide variety of research. Pioneer focuses on
the quality and price of individual issuers and securities, not on
market-timing strategies. Factors Pioneer looks for in selecting investments
include:
oIssuers in countries expected to have economic and market environments that
  will be positive
oFavorable expected returns relative to perceived risk
oCompanies expected to benefit from long-term trends in the economy
oLow market valuations relative to expected earnings, assets, cash flow and
  revenues
oTurnaround potential for companies that have been through difficult periods
oManagement with demonstrated ability and commitment to the company
oIssuer's industry has strong fundamentals, such as increasing or sustainable
  demand and barriers to entry

Pioneer generally sells a portfolio security when it believes that the
security's market value reflects its intrinsic value. Pioneer makes that
determination based upon the same criteria it uses to select portfolio
securities.


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
The portfolio may invest in forward foreign currency exchange contracts.
Forward foreign currency exchange contracts involve the right or obligation to
buy or sell a given amount of foreign currency at a specified price and future
date.


DEBT SECURITIES
The portfolio may invest in debt securities of U.S. and non-U.S. issuers.
Generally the portfolio may acquire debt securities that are investment grade,
but the portfolio may invest in below investment grade debt securities (known
as "junk bonds"), including below investment grade convertible debt securities.
A debt security is investment grade if it is rated in one of the top four
categories by a nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the adviser.

The portfolio may invest in debt securities rated "D" or better, or comparable
unrated securities. Debt securities rated "D" are in default.


DERIVATIVES
The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. A derivative is a security or
instrument whose value is determined by reference to the value or the change in
value of one or more securities, currencies, indices or other financial
instruments. The portfolio may use derivatives for a variety of purposes,
including:

oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative

oTo manage portfolio characteristics (for example, the portfolio's currency
  exposure and exposure to various market segments)


The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.


CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objective. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in


                                       9
<PAGE>

More on the portfolio's investment objective
and strategies

these securities or may hold cash. The portfolio may adopt a defensive strategy
when the adviser believes securities in which the portfolio normally invests
have special or unusual risks or are less attractive due to adverse market,
economic, political or other conditions. During such periods, it may be more
difficult for the portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       10
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. The stock market may perform poorly relative to other investments
(this risk may be greater in the short term). High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities; in particular, the
values of some sovereign debt and of securities of issuers that invest in
sovereign debt and related investments have fallen, credit has become more
scarce worldwide and there has been significant uncertainty in the markets.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts; and many other issuers have faced difficulties
refinancing existing obligations. These market conditions may continue, worsen
or spread, including in the U.S., Europe and beyond. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that such efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. This environment could make identifying investment risks and
opportunities especially difficult for the adviser, and whether or not the
portfolio invests in securities of issuers located in or with significant
exposure to countries experiencing economic and financial difficulties, the
value and liquidity of the portfolio's investments may be negatively affected.
In addition, policy and legislative changes in the U.S. and in other countries
are affecting many aspects of financial regulation. The impact of these changes
on the markets, and the practical implications for market participants, may not
be fully known for some time. The portfolio may experience a substantial or
complete loss on any individual security or derivative position. Particularly
during periods of declining or illiquid markets, the portfolio may experience
periods of heavy redemptions that could cause the portfolio to liquidate its
assets at inopportune times or at a loss or depressed value, and could cause
the remaining shareholders in the portfolio to lose money. Such redemption risk
is greater to the extent that the portfolio has investors with large
shareholdings, short investment horizons or unpredictable cash flow needs.

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:

oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable
oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

                                       11
<PAGE>

More on the risks of investing in the portfolio


oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


Additional risks of investing in emerging markets include:
oThe extent of economic development, political stability, market depth,
  infrastructure, capitalization and regulatory oversight can be less than in
  more developed markets
oEmerging market countries may experience rising interest rates, or, more
  significantly, rapid inflation or hyperinflation
oThe portfolio could experience a loss from settlement and custody practices in
  some emerging markets
oThe possibility that a counterparty may not complete a currency or securities
  transaction
oLow trading volumes may result in a lack of liquidity and in extreme price
  volatility

GEOGRAPHIC FOCUS RISK. To the extent that the portfolio invests from time to
time more than 25% of its assets in issuers organized or located in a
particular geographic region, the portfolio may be particularly affected by
adverse securities markets, exchange rates and social, political, regulatory or
economic events which may occur in those regions.


CURRENCY RISK. Because the portfolio may invest in non-U.S. currencies,
securities denominated in non-U.S. currencies, and other currency-related
investments, the portfolio is subject to currency risk, meaning that the
portfolio could experience losses based on changes in the exchange rate between
non-U.S. currencies and the U.S. dollar or as a result of currency conversion
costs. Currency exchange rates can be volatile, and are affected by factors
such as general economic conditions, the actions of the U.S. and foreign
governments or central banks, the imposition of currency controls and
speculation.

FORWARD FOREIGN CURRENCY TRANSACTIONS RISK. To the extent that the portfolio
enters into forward foreign currency transactions, it may not fully benefit
from or may lose money on the transactions if changes in currency rates do not
occur as anticipated or do not correspond accurately to changes in the value of
the portfolio's holdings, or if the counterparty defaults. Such transactions
may also prevent the portfolio from realizing profits on favorable movements in
exchange rates. Risk of counterparty default is greater for counterparties
located in emerging markets. The portfolio's ability to use forward foreign
currency transactions successfully depends on a number of factors, including
the forward foreign currency transactions being available at prices that are
not too costly, the availability of liquid markets, and the adviser's judgment
regarding the direction of changes in currency exchange rates.


VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.

PORTFOLIO SELECTION RISK. The adviser's judgment about the quality, relative
yield, relative value or market trends affecting a particular sector or region,
market segment, security or about interest rates generally may prove to be
incorrect.


                                       12
<PAGE>

SMALL AND MID-SIZE COMPANIES RISK. Compared to large companies, small- and
mid-size companies, and the market for their equity securities, may be more
sensitive to changes in earnings results and investor expectations, have more
limited product lines and capital resources, experience sharper swings in
market values, have limited liquidity, be harder to value or to sell at the
times and prices the adviser thinks appropriate, and offer greater potential
for gain and loss.


RISKS OF INVESTMENTS IN REITS. The portfolio has risks associated with the real
estate industry. Although the portfolio does not invest directly in real
estate, it may invest in REITs and other equity securities of real estate
industry issuers. These risks may include:


oThe U.S. or a local real estate market declines due to adverse economic
  conditions, foreclosures, overbuilding and high vacancy rates, reduced or
  regulated rents or other causes


oInterest rates go up. Rising interest rates can adversely affect the
  availability and cost of financing for property acquisitions and other
  purposes and reduce the value of a REIT's fixed income investments


oThe values of properties owned by a REIT or the prospects of other real estate
  industry issuers may be hurt by property tax increases, zoning changes,
  other governmental actions, environmental liabilities, natural disasters or
  increased operating expenses
oA REIT in the portfolio's portfolio is, or is perceived by the market to be,
  poorly managed


oIf the portfolio's real estate related investments are concentrated in one
  geographic area or property type, the portfolio will be particularly subject
  to the risks associated with that area or property type

REITs can generally be classified as equity REITs, mortgage REITs or hybrid
REITs. Equity REITs invest primarily in real property and derive income mainly
from the collection of rents. They may also realize gains or losses from the
sale of properties. Equity REITs will be affected by conditions in the real
estate rental market and by changes in the value of the properties they own.
Mortgage REITs invest primarily in mortgages and similar real estate interests
and derive income primarily from interest payments. Mortgage REITs will be
affected by changes in creditworthiness of borrowers and changes in interest
rates. Mortgage REITs are subject to the risks of default of the mortgages or
mortgage-related securities in which they invest, and REITs that invest in
so-called "sub-prime" mortgages are particularly subject to this risk. Hybrid
REITs invest both in real property and in mortgages.

Investing in REITs involves certain unique risks. REITs are dependent on
management skills, are not diversified and are subject to the risks of
financing projects. REITs are typically invested in a limited number of
projects or in a particular market segment or geographic region, and therefore
are more susceptible to adverse developments affecting a single project, market
segment or geographic region than more broadly diversified investments. REITs
are subject to heavy cash flow dependency, defaults by mortgagors or other
borrowers and tenants, self-liquidation and the possibility of failing to
qualify for certain tax and regulatory exemptions. REITs may have limited
financial resources and may experience sharper swings in market values and
trade less frequently and in a more limited volume than securities of larger
issuers. In addition to its own expenses, the portfolio will indirectly bear
its proportionate share of any management and other expenses paid by REITs in
which it invests. Such expenses are not shown in "Annual fund operating
expenses" above.

Many real estate companies, including REITs, utilize leverage (and some may be
highly leveraged), which increases investment risk and could adversely affect a
real estate company's operations and market value. Mortgage REITs tend to be
more leveraged than equity REITs. In addition, many mortgage REITs manage their
interest rate and credit risks through the use of derivatives and other hedging
techniques. In addition, capital to pay or refinance a REIT's debt may not be
available or reasonably priced. Financial covenants related to real estate
company leveraging may affect the company's ability to operate effectively.

RISKS OF WARRANTS AND RIGHTS. Warrants and rights gives the portfolio the right
to buy stock. A warrant specifies the amount of underlying stock, the purchase
(or "exercise") price, and the date the warrant expires. The portfolio has no
obligation to exercise the warrant and buy the stock. A warrant has value only
if the portfolio is able to exercise it or sell it before it expires. If the
price of the underlying stock does not rise



                                       13
<PAGE>


More on the risks of investing in the portfolio

above the exercise price before the warrant expires, the warrant generally
expires without any value and the portfolio loses any amount it paid for the
warrant. Thus, investments in warrants may involve substantially more risk than
investments in common stock. Warrants may trade in the same markets as their
underlying stock; however, the price of the warrant does not necessarily move
with the price of the underlying stock.

The portfolio may purchase securities pursuant to the exercise of subscription
rights, which allow an issuer's existing shareholders to purchase additional
common stock at a price substantially below the market price of the shares. The
failure to exercise subscription rights to purchase common stock would result
in the dilution of the portfolio's interest in the issuing company. The market
for such rights is not well developed and, accordingly, the portfolio may not
always realize full value on the sale of rights.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
subject to extensive government regulation.

Industries in the materials segment, such as chemicals, construction materials,
containers and packaging, metals and mining and paper and forest products, may
be significantly affected by the level and volatility of commodity prices,
currency rates, import controls and other regulations, labor relations, global
competition and resource depletion.

Industries in the consumer discretionary segment, such as consumer durables,
hotels, restaurants, media, retailing and automobiles, may be significantly
affected by the performance of the overall economy, interest rates,
competition, consumer confidence and spending, and changes in demographics and
consumer tastes.

Industries in the technology segment, such as information technology,
communications equipment, computer hardware and software, and office and
scientific equipment, are generally 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.

Industries in the energy segment, such as those engaged in the development,
production and distribution of energy resources, can be significantly affected
by supply and demand both for their specific product or service and for energy
products in general. The price of oil, gas and other consumable fuels,
exploration and production spending, government regulation, world events and
economic conditions likewise will affect the performance of companies in these
industries.


                                       14
<PAGE>


DERIVATIVES RISK. Using stock index futures and options and other derivatives
exposes the portfolio to additional risks, may increase the volatility of the
portfolio's net asset value and may not provide the expected result.
Derivatives may have a leveraging effect on the portfolio, and they can
disproportionately increase losses and reduce opportunities for gain when
market prices, interest rates or currencies, or the derivative instruments
themselves, behave in a way not anticipated by the portfolio, especially in
abnormal market conditions. Some derivatives have the potential for unlimited
loss, regardless of the size of the portfolio's initial investment. If changes
in a derivative's value do not correspond to changes in the value of the
portfolio's other investments or do not correlate well with the underlying
assets, rate or index, the portfolio may not fully benefit from, or could lose
money on, or could experience unusually high expenses as a result of, the
derivative position. Derivatives involve the risk of loss if the counterparty
defaults on its obligation or if the clearing firm through which the derivative
has been traded becomes insolvent. Certain derivatives may be less liquid,
which may reduce the returns of the portfolio if it cannot sell or terminate
the derivative at an advantageous time or price. The portfolio also may have to
sell assets at inopportune times to satisfy its obligations. The portfolio may
be unable to terminate or sell its derivative positions. In fact, many
over-the-counter derivative instruments will not have liquidity beyond the
counterparty to the instrument. Some derivatives may involve the risk of
improper valuation. The portfolio's use of derivatives may also increase the
amount of taxes payable by shareholders. Suitable derivatives may not be
available in all circumstances or at reasonable prices and may not be used by
the portfolio for a variety of reasons. Risks associated with the use of
derivatives are magnified to the extent that a large portion of the portfolio's
assets are committed to derivatives in general or are invested in just one or a
few types of derivatives. New regulations are changing the derivatives markets.
The regulations may make using derivatives more costly, may limit their
availability, or may otherwise adversely affect their value or performance. For
derivatives that are required to be traded through a clearinghouse or exchange,
the portfolio also will be exposed to the credit risk of the clearinghouse and
the broker that submits trades for the portfolio. It is possible that certain
derivatives that are required to be cleared, such as certain swap contracts,
will not be accepted for clearing. In addition, regulated trading facilities
for swap contracts are relatively new; they may not function as intended, which
could impair the ability to enter into swap contracts. The extent and impact of
the regulations are not yet fully known and may not be for some time. The
portfolio's ability to use certain derivative instruments currently is limited
by Commodity Futures Trading Commission rules.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs. Because of the price volatility of IPO shares, the portfolio
may choose to hold IPO shares for a very short period of time. This may
increase the turnover of the portfolio and may lead to increased expenses to
the portfolio, such as commissions and transaction costs. The market for IPO
shares can be speculative and/or inactive for extended periods of time. There
may be only a limited number of shares available for trading. The limited
number of shares available for trading in some IPOs may also make it more
difficult for the portfolio to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices.



                                       15
<PAGE>


More on the risks of investing in the portfolio

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses. ETFs are bought
and sold based on market prices and can trade at a premium or a discount to the
ETF's net asset value.


PORTFOLIO TURNOVER RISK. If the portfolio does a lot of trading, it may incur
additional operating expenses, which would reduce performance.


CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objective.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on days when
the portfolio is holding fair-valued securities may receive fewer or more
shares or lower or higher redemption proceeds than they would have received if
the portfolio had not fair-valued the security or had used a different
valuation methodology. The value of foreign securities, certain fixed income
securities and currencies, as applicable, may be materially affected by events
after the close of the market on which they are valued, but before the
portfolio determines its net asset value.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       16
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, selects the portfolio's
investments and oversees the portfolio's operations.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio is the responsibility of Mauro Ratto,
Marco Mencini and Andrea Salvatori. Mr. Ratto, Mr. Mencini and Mr. Salvatori
are supported by a team of portfolio managers and analysts. Members of this
team manage other Pioneer funds investing primarily in emerging market equity
securities. The portfolio managers and the team also may draw upon the research
and investment management expertise of the firm's research teams, which provide
fundamental and quantitative research on companies on a global basis and
include members from one or more of Pioneer's affiliates.

Mr. Ratto is head of emerging markets and director at Pioneer. He joined
Pioneer in 1998 and has served as a portfolio manager of the portfolio since
2013.

Mr. Mencini is head of equities - emerging markets and senior vice president at
Pioneer. He joined Pioneer in 2001 and has served as a portfolio manager of the
portfolio since 2013.

Mr. Salvatori is head of global emerging markets & Latin American equities and
senior vice president at Pioneer. He joined a predecessor organization to
Pioneer in 1999 and has served as a portfolio manager of the portfolio since
2013.

The portfolio's statement of additional information provides additional
information about the portfolio manager's compensation, other accounts managed
by the portfolio manager, and the portfolio manager's ownership of shares of
the portfolio.



MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 1.10% of the portfolio's average daily net assets. The fee is normally
accrued daily and paid monthly.

Prior to December 1, 2013, Pioneer's annual fee was equal to 1.15% of the
portfolio's average daily net assets.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 1.15% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



                                       17
<PAGE>

Management

DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


DISTRIBUTION PLAN
The portfolio has adopted a distribution plan for Class II shares in accordance
with Rule 12b-1 under the Investment Company Act of 1940. Under the plan, the
portfolio pays to Pioneer Funds Distributor, Inc. a distribution fee of 0.25%
of the average daily net assets attributable to Class II shares. Because these
fees are an ongoing expense, over time they increase the cost of an investment
and the shares may cost more than shares that are subject to other types of
sales charges.


                                       18
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed on the statement of additional
information, a net asset value is not calculated. The portfolio's most recent
net asset value is available on the portfolio's website,
www.pioneerinvestments.com.


The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
using a variety of techniques and methods.

The portfolio uses a fair value model developed by an independent pricing
service to value non-U.S. equity securities. On a daily basis, the pricing
service recommends changes, based on a proprietary model, to the closing market
prices of each non-U.S. security held by the portfolio to reflect the
security's fair value at the time the portfolio determines its net asset value.
The portfolio applies these recommendations in accordance with procedures
approved by the Board of Trustees.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors.

The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily


                                       19
<PAGE>

Pricing of shares

available or may be unreliable - the portfolio may use fair value methods more
frequently than portfolios that primarily invest in securities that are more
widely traded. Valuing securities using fair value methods may cause the net
asset value of the portfolio's shares to differ from the net asset value that
would be calculated only using market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       20
<PAGE>

Shareholder information

ADDITIONAL PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       21
<PAGE>

Shareholder information

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       22
<PAGE>

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       23
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       24
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER EMERGING MARKETS VCT PORTFOLIO


CLASS II



<TABLE>
<CAPTION>
                                                                                  YEAR         YEAR
                                                                                  ENDED        ENDED
                                                                                12/31/13     12/31/12
                                                                              ------------ ------------
<S>                                                                           <C>          <C>
Net asset value, beginning of period                                            $ 25.55      $  23.71
                                                                                -------      --------
Increase (decrease) from investment operations:
 Net investment income                                                          $  0.19      $   0.18
 Net realized and unrealized gain (loss) on investments and foreign currency
  transactions                                                                    (0.79)         2.48
                                                                                -------      --------
  Net increase (decrease) from investment operations                            $ (0.60)     $   2.66
Distributions to shareowners:
 Net investment income                                                          $ (0.22)     $  (0.05)
 Net realized gain                                                                    -         (0.77)
                                                                                -------      --------
Total distributions                                                             $ (0.22)     $  (0.82)
                                                                                -------      --------
Net increase (decrease) in net asset value                                      $ (0.82)     $   1.84
                                                                                -------      --------
Net asset value, end of period                                                  $ 24.73      $  25.55
                                                                                -------      --------
Total return*                                                                     (2.19)%       11.66%
Ratio of net expenses to average net assets                                        1.70%         1.70%
Ratio of net investment income to average net assets                               0.69%         0.71%
Portfolio turnover rate                                                              87%          143%
Net assets, end of period (in thousands)                                        $45,217      $ 53,514



<CAPTION>
                                                                                   YEAR         YEAR         YEAR
                                                                                  ENDED         ENDED        ENDED
                                                                                 12/31/11     12/31/10     12/31/09
                                                                              ------------- ------------ ------------
<S>                                                                           <C>           <C>          <C>
Net asset value, beginning of period                                            $   31.04     $  26.94     $  15.62
                                                                                ---------     --------     --------
Increase (decrease) from investment operations:
 Net investment income                                                          $    0.27     $   0.13     $   0.07
 Net realized and unrealized gain (loss) on investments and foreign currency
  transactions                                                                      (7.60)        4.06        11.44
                                                                                ---------     --------     --------
  Net increase (decrease) from investment operations                            $   (7.33)    $   4.19     $  11.51
Distributions to shareowners:
 Net investment income                                                          $       -     $  (0.09)    $  (0.19)
 Net realized gain                                                                      -            -            -
                                                                                ---------     --------     --------
Total distributions                                                             $       -     $  (0.09)    $  (0.19)
                                                                                ---------     --------     --------
Net increase (decrease) in net asset value                                      $   (7.33)    $   4.10     $  11.32
                                                                                ---------     --------     --------
Net asset value, end of period                                                  $   23.71     $  31.04     $  26.94
                                                                                ---------     --------     --------
Total return*                                                                      (23.62)%      15.61%       74.02%
Ratio of net expenses to average net assets                                          1.72%        1.70%        1.69%
Ratio of net investment income to average net assets                                 0.86%        0.40%        0.45%
Portfolio turnover rate                                                               215%          97%          60%
Net assets, end of period (in thousands)                                        $  52,403     $ 83,293     $ 82,930
</TABLE>



*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.
Note: The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, separate account charges, and sales
    charges.



                                       25
<PAGE>

                                     Notes
<PAGE>


                                     Notes

<PAGE>

                                     Notes
<PAGE>

                                     Notes
<PAGE>

Pioneer Variable Contracts Trust
PIONEER EMERGING MARKETS VCT PORTFOLIO
CLASS II SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   19079-09-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>


<PAGE>

PIONEER EQUITY INCOME VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class I Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objectives
and strategies.........................................  7
More on the risks of investing in the portfolio........ 10
Management............................................. 15
Pricing of shares...................................... 16
Shareholder information................................ 18
Distributions and taxes................................ 21
Financial highlights................................... 22
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVES

Current income and long-term growth of capital from a portfolio consisting
primarily of income producing equity securities of U.S. corporations.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)   CLASS I
----------------------------------------------------------------------------------- --------
<S>                                                                                 <C>
Management Fees                                                                       0.65%
-----------------------------------------------------------------------------------    ----
Distribution and Service (12b-1) Fees                                                 0.00%
-----------------------------------------------------------------------------------    ----
Other Expenses                                                                        0.07%
-----------------------------------------------------------------------------------    ----
Total Annual Portfolio Operating Expenses                                             0.72%
-----------------------------------------------------------------------------------    ----
Acquired Fund Fees and Expenses /1/                                                   0.02%
-----------------------------------------------------------------------------------    ----
Total Annual Portfolio Operating Expenses plus Acquired Fund Fees and Expenses        0.74%
-----------------------------------------------------------------------------------    ----
</TABLE>


1 Total annual portfolio operating expenses in the table, before and after fee
  waiver and expense reimbursement, may be higher than the corresponding
  ratios of expenses to average net assets shown in the "Financial Highlights"
  section, which do not include acquired fund fees and expenses.


EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same. This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
           NUMBER OF YEARS YOU OWN YOUR
                      SHARES
           (WITH OR WITHOUT REDEMPTION)
          ------------------------------
             1      3       5       10
          ------ ------- ------- -------
<S>       <C>    <C>     <C>     <C>
Class I   $76    $237    $411    $918
--------- ---    ----    ----    ----
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 22% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES
Normally, the portfolio invests at least 80% of its total assets in income
producing equity securities of U.S. issuers. The income producing equity
securities in which the portfolio may invest include common stocks, preferred
stocks, exchange-traded funds (ETFs) that invest primarily in equity securities
and equity interests in real estate investment trusts (REITs). The remainder of
the portfolio may be invested in debt securities, most of which are expected to
be convertible into common stocks. The portfolio may invest in initial public
offerings of equity securities.


                                       1
<PAGE>


Portfolio summary

The portfolio may invest up to 20% of its total assets in equity and debt
securities of non-U.S. issuers, including depositary receipts. The portfolio
will not invest more than 5% of its total assets in the securities of emerging
markets issuers.


The portfolio may invest up to 20% of its net assets in REITs.


The portfolio also may invest in investment grade and below investment grade
debt securities (known as "junk bonds").

The portfolio may, but is not required to, use derivatives, such as stock index
futures and options. The portfolio may use derivatives for a variety of
purposes, including; in an attempt to hedge against adverse changes in the
market price of securities, interest rates or currency exchange rates; as a
substitute for purchasing or selling securities; to attempt to increase the
portfolio's return as a non-hedging strategy that may be considered
speculative; and to manage portfolio characteristics. The portfolio may choose
not to make use of derivatives for a variety of reasons, and any use may be
limited by applicable law and regulations. The portfolio may also hold cash or
other short-term investments.


The portfolio's investment adviser uses a value approach to select the
portfolio's investments to buy and sell. The adviser seeks securities that are
selling at substantial discounts to their underlying values and then holds
these securities until the market values reflect their intrinsic values. The
adviser evaluates a security's potential value, including the attractiveness of
its market valuation, based on the company's assets and prospects for earnings
growth. The adviser also considers a security's potential to provide a
reasonable amount of income. In making these assessments, the adviser employs
fundamental research and an evaluation of the issuer based on its financial
statements and operations, employing a bottom-up analytic style, which focuses
on specific securities rather than on industries. The adviser generally sells a
portfolio security when it believes that the security's market value reflects
its underlying value.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The stock market may perform
poorly relative to other investments (this risk may be greater in the short
term). High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities worldwide. Governmental and non-governmental issuers have
defaulted on, or been forced to restructure, their debts, and many other
issuers have faced difficulties obtaining credit. These market conditions may
continue, worsen or spread, including in the U.S., Europe and beyond. Further
defaults or restructurings by governments and others of their debt could have
additional adverse effects on economies, financial markets and asset valuations
around the world. In response to the crisis, the U.S. and other governments and
the Federal Reserve and certain foreign central banks have taken steps to
support financial markets, including by keeping interest rates at historically
low levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and



                                       2
<PAGE>


in other countries are affecting many aspects of financial regulation. The
impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.


VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.

PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.

RISKS OF INVESTMENTS IN REITS. Investments in real estate securities are
affected by economic conditions, interest rates, governmental actions and other
factors. In addition, 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. REITs may have lower trading volumes and may
be subject to more abrupt or erratic price movements than the overall
securities markets. Mortgage REITs are particularly subject to interest rate
and credit risks. In addition to its own expenses, the portfolio will
indirectly bear its proportionate share of any management and other expenses
paid by REITs in which it invests. Many real estate companies, including REITs,
utilize leverage.

RISKS OF CONVERTIBLE SECURITIES. The market values of convertible securities
tend to decline as interest rates increase and, conversely, to increase as
interest rates decline. A downturn in equity markets may cause the price of
convertible securities to decrease relative to other fixed income securities.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.


HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default.



                                       3
<PAGE>

Portfolio summary

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses.

DERIVATIVES RISK. Using stock index futures and options and other derivatives
can increase portfolio losses and reduce opportunities for gains when market
prices, interest rates or the derivative instruments themselves behave in a way
not anticipated by the portfolio. Using derivatives may increase the volatility
of the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


                                       4
<PAGE>

THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class I shares from
calendar year to calendar year. The table shows the average annual total
returns for Class I shares of the portfolio over time and compares these
returns to the returns of the Russell 1000 Value Index, a broad-based measure
of market performance that has characteristics relevant to the portfolio's
investment strategies.

The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.


ANNUAL RETURN CLASS I SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04       '05    '06     '07    '08      '09     '10     '11    '12     '13
<S>       <C>    <C>     <C>    <C>      <C>     <C>     <C>    <C>     <C>
  16.38   5.72   22.45   0.81   -30.29   14.14   19.56   6.03   10.30   29.10
</TABLE>






For the period covered by the bar chart:

THE HIGHEST CALENDAR QUARTERLY RETURN WAS 13.21% (07/01/2009 TO 09/30/2009).

THE LOWEST CALENDAR QUARTERLY RETURN WAS -20.81% (10/01/2008 TO 12/31/2008).


AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                                                   SINCE
                                                                                                               INCEPTION
                                                                                 1 YEAR   5 YEARS   10 YEARS  (03/01/95)
                                                                               -------- --------- ---------- -----------
<S>                                                                            <C>      <C>       <C>        <C>
Class I                                                                         29.10     15.56       8.11       9.69
------------------------------------------------------------------------------  -----     -----       ----       ----
Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes)    32.53     16.67       7.58      10.09
------------------------------------------------------------------------------  -----     -----       ----      -----
</TABLE>


MANAGEMENT


<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   John A. Carey, portfolio manager of the portfolio since 1995, is an executive
                       vice president of Pioneer. Walter Hunnewell, Jr., assistant portfolio manager of
                       the portfolio since 2001, is a vice president of Pioneer.
</TABLE>

                                       5
<PAGE>

Portfolio summary

TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       6
<PAGE>

More on the portfolio's investment objectives
and strategies


INVESTMENT OBJECTIVES
Current income and long-term growth of capital from a portfolio consisting
primarily of income producing equity securities of U.S. corporations.

The portfolio's investment objectives may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objectives.


PRINCIPAL INVESTMENT STRATEGIES
Normally, the portfolio invests at least 80% of its total assets in income
producing equity securities of U.S. issuers. The income producing equity
securities in which the portfolio may invest include common stocks, preferred
stocks, exchange-traded funds (ETFs) that invest primarily in equity securities
and equity interests in real estate investment trusts (REITs). The remainder of
the portfolio may be invested in debt securities, most of which are expected to
be convertible into common stocks. The portfolio may invest in initial public
offerings of equity securities. The portfolio may consider ETFs as income
producing equity securities for purposes of satisfying the portfolio's 80%
policy if the ETF invests at least 80% of its net assets in income producing
equity securities of U.S. issuers.

The portfolio will provide notice to shareholders at least 60 days prior to any
change to its policy to invest at least 80% of its assets in income producing
equity securities of U.S. issuers.


The portfolio may invest up to 20% of its total assets in equity and debt
securities of non-U.S. issuers, including depositary receipts. The portfolio
will not invest more than 5% of its total assets in the securities of emerging
markets issuers. The portfolio does not count securities of Canadian issuers
against the limit on investment in securities of non-U.S. issuers.


The portfolio may invest up to 20% of its net assets in REITs.


The portfolio may invest in securities of issuers in any industry or market
segment, and in securities of any market capitalization. The portfolio may
invest in debt securities of U.S. and non-U.S. issuers. The portfolio may
invest up to 10% of its net assets in below investment grade debt securities
(known as "junk bonds"), including below investment grade convertible debt
securities. The portfolio may invest in debt securities rated "C" or better, or
comparable unrated securities. The portfolio invests in debt securities when
the adviser believes they are consistent with the portfolio's investment
objectives of current income and long-term capital growth, to diversify the
portfolio's portfolio or for greater liquidity. The portfolio may invest in
Brady bonds, which are restructured debt of governmental issuers of emerging
market countries.


Pioneer Investment Management, Inc. (Pioneer), the portfolio's investment
adviser, uses a value approach to select the portfolio's investments. Using
this investment style, Pioneer seeks securities selling at 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. Pioneer also considers
a security's potential to provide a reasonable amount of income. In making
these assessments, Pioneer employs fundamental research and an evaluation of
the issuer based on its financial statements and operations, employing a
bottom-up analytic style, which focuses on specific securities rather than on
industries. Pioneer relies on the knowledge, experience and judgment of its
staff and the staff of its affiliates who have access to a wide variety of
research. Pioneer focuses on the quality and price of individual issuers and
securities, not on economic sector or market-timing strategies. Factors Pioneer
looks for in selecting investments include:
oFavorable expected returns relative to perceived risk
oManagement with demonstrated ability and commitment to the company
oLow market valuations relative to earnings forecast, book value, cash flow and
  sales
oGood prospects for dividend growth

                                       7
<PAGE>

More on the portfolio's investment objectives
and strategies

Pioneer generally sells a portfolio security when it believes that the
security's market value reflects its underlying value.


NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers emerging
market issuers to include issuers organized under the laws of an emerging
market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets, and emerging market governmental
issuers.


INVESTMENTS IN REITS
REITs are companies that invest primarily in income producing real estate or
real estate related loans or interests. Some REITs invest directly in real
estate and derive their income from the collection of rents and capital gains
on the sale of properties. Other REITs invest primarily in mortgages, including
"sub-prime" mortgages, secured by real estate and derive their income from
collection of interest.


DEBT SECURITIES
The portfolio may invest in debt securities of U.S. and non-U.S. issuers.
Generally the portfolio may acquire debt securities that are investment grade,
but the portfolio may invest in below investment grade debt securities (known
as "junk bonds"), including below investment grade convertible debt securities.
A debt security is investment grade if it is rated in one of the top four
categories by a nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the adviser.



BELOW INVESTMENT GRADE SECURITIES ("JUNK BONDS")

The portfolio may invest in debt securities rated below investment grade or, if
unrated, of equivalent quality as determined by Pioneer. A debt security is
below investment grade if it is rated BB or lower by Standard & Poor's
Financial Services LLC or the equivalent rating by another nationally
recognized statistical rating organization or determined to be of equivalent
credit quality by Pioneer. Debt securities rated below investment grade are
commonly referred to as "junk bonds" and are considered speculative. Below
investment grade debt securities involve greater risk of loss, are subject to
greater price volatility and are less liquid, especially during periods of
economic uncertainty or change, than higher quality debt securities. Below
investment grade securities also may be more difficult to value.


DERIVATIVES
The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. A derivative is a security or
instrument whose value is determined by reference to the value or the change in
value of one or more securities, currencies, indices or other financial
instruments. The portfolio may use derivatives for a variety of purposes,
including:

oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative

oTo manage portfolio characteristics (for example, exposure to various market
  segments)


The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.


                                       8
<PAGE>

CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objectives. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the adviser believes
securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       9
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. The stock market may perform poorly relative to other investments
(this risk may be greater in the short term). High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities; in particular, the
values of some sovereign debt and of securities of issuers that invest in
sovereign debt and related investments have fallen, credit has become more
scarce worldwide and there has been significant uncertainty in the markets.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts; and many other issuers have faced difficulties
refinancing existing obligations. These market conditions may continue, worsen
or spread, including in the U.S., Europe and beyond. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that such efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. This environment could make identifying investment risks and
opportunities especially difficult for the adviser, and whether or not the
portfolio invests in securities of issuers located in or with significant
exposure to countries experiencing economic and financial difficulties, the
value and liquidity of the portfolio's investments may be negatively affected.
In addition, policy and legislative changes in the U.S. and in other countries
are affecting many aspects of financial regulation. The impact of these changes
on the markets, and the practical implications for market participants, may not
be fully known for some time. The portfolio may experience a substantial or
complete loss on any individual security or derivative position. Particularly
during periods of declining or illiquid markets, the portfolio may experience
periods of heavy redemptions that could cause the portfolio to liquidate its
assets at inopportune times or at a loss or depressed value, and could cause
the remaining shareholders in the portfolio to lose money. Such redemption risk
is greater to the extent that the portfolio has investors with large
shareholdings, short investment horizons or unpredictable cash flow needs.

VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.


PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:
oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable


                                       10
<PAGE>

oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


RISKS OF INVESTMENTS IN REITS. The portfolio has risks associated with the real
estate industry. Although the portfolio does not invest directly in real
estate, it may invest in REITs and other equity securities of real estate
industry issuers. These risks may include:
oThe U.S. or a local real estate market declines due to adverse economic
  conditions, foreclosures, overbuilding and high vacancy rates, reduced or
  regulated rents or other causes
oInterest rates go up. Rising interest rates can adversely affect the
  availability and cost of financing for property acquisitions and other
  purposes and reduce the value of a REIT's fixed income investments
oThe values of properties owned by a REIT or the prospects of other real estate
  industry issuers may be hurt by property tax increases, zoning changes,
  other governmental actions, environmental liabilities, natural disasters or
  increased operating expenses
oA REIT in the portfolio's portfolio is, or is perceived by the market to be,
  poorly managed

oIf the portfolio's real estate related investments are concentrated in one
  geographic area or property type, the portfolio will be particularly subject
  to the risks associated with that area or property type

REITs can generally be classified as equity REITs, mortgage REITs or hybrid
REITs. Equity REITs invest primarily in real property and derive income mainly
from the collection of rents. They may also realize gains or losses from the
sale of properties. Equity REITs will be affected by conditions in the real
estate rental market and by changes in the value of the properties they own.
Mortgage REITs invest primarily in mortgages and similar real estate interests
and derive income primarily from interest payments. Mortgage REITs will be
affected by changes in creditworthiness of borrowers and changes in interest
rates. Mortgage REITs are subject to the risks of default of the mortgages or
mortgage-related securities in which they invest, and REITs that invest in
so-called "sub-prime" mortgages are particularly subject to this risk. Hybrid
REITs invest both in real property and in mortgages.


Investing in REITs involves certain unique risks. REITs are dependent on
management skills, are not diversified and are subject to the risks of
financing projects. REITs are typically invested in a limited number of
projects or in a particular market segment or geographic region, and therefore
are more susceptible to adverse developments affecting a single project, market
segment or geographic region than more broadly diversified investments. REITs
are subject to heavy cash flow dependency, defaults by mortgagors or other
borrowers and tenants, self-liquidation and the possibility of failing to
qualify for certain tax and regulatory exemptions. REITs may


                                       11
<PAGE>


More on the risks of investing in the portfolio

have limited financial resources and may experience sharper swings in market
values and trade less frequently and in a more limited volume than securities
of larger issuers. In addition to its own expenses, the portfolio will
indirectly bear its proportionate share of any management and other expenses
paid by REITs in which it invests. Such expenses are not shown in "Annual fund
operating expenses" above.

Many real estate companies, including REITs, utilize leverage (and some may be
highly leveraged), which increases investment risk and could adversely affect a
real estate company's operations and market value. Mortgage REITs tend to be
more leveraged than equity REITs. In addition, many mortgage REITs manage their
interest rate and credit risks through the use of derivatives and other hedging
techniques. In addition, capital to pay or refinance a REIT's debt may not be
available or reasonably priced. Financial covenants related to real estate
company leveraging may affect the company's ability to operate effectively.

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

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.


HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default.


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
subject to extensive government regulation.


                                       12
<PAGE>

Industries in the consumer staples segment, such as food and drug retailing,
beverages, food and tobacco products, household products and personal products,
are subject to government regulation affecting ingredients and production
methods. These industries also may be affected by competition, changes in
consumer tastes and other factors affecting supply and demand, and litigation.

Industries in the health care segment, such as health care supplies, health
care services, biotechnology and pharmaceuticals, may be significantly affected
by government regulation and reimbursement rates, approval of products by
government agencies, and patent expirations and litigation.


RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses. ETFs are bought
and sold based on market prices and can trade at a premium or a discount to the
ETF's net asset value.

DERIVATIVES RISK. Using stock index futures and options and other derivatives
exposes the portfolio to additional risks, may increase the volatility of the
portfolio's net asset value and may not provide the expected result.
Derivatives may have a leveraging effect on the portfolio, and they can
disproportionately increase losses and reduce opportunities for gain when
market prices, interest rates or currencies, or the derivative instruments
themselves, behave in a way not anticipated by the portfolio, especially in
abnormal market conditions. Some derivatives have the potential for unlimited
loss, regardless of the size of the portfolio's initial investment. If changes
in a derivative's value do not correspond to changes in the value of the
portfolio's other investments or do not correlate well with the underlying
assets, rate or index, the portfolio may not fully benefit from, or could lose
money on, or could experience unusually high expenses as a result of, the
derivative position. Derivatives involve the risk of loss if the counterparty
defaults on its obligation or if the clearing firm through which the derivative
has been traded becomes insolvent. Certain derivatives may be less liquid,
which may reduce the returns of the portfolio if it cannot sell or terminate
the derivative at an advantageous time or price. The portfolio also may have to
sell assets at inopportune times to satisfy its obligations. The portfolio may
be unable to terminate or sell its derivative positions. In fact, many
over-the-counter derivative instruments will not have liquidity beyond the
counterparty to the instrument. Some derivatives may involve the risk of
improper valuation. The portfolio's use of derivatives may also increase the
amount of taxes payable by shareholders. Suitable derivatives may not be
available in all circumstances or at reasonable prices and may not be used by
the portfolio for a variety of reasons. Risks associated with the use of
derivatives are magnified to the extent that a large portion of the portfolio's
assets are committed to derivatives in general or are invested in just one or a
few types of derivatives. New regulations are changing the derivatives markets.
The regulations may make using derivatives more costly, may limit their
availability, or may otherwise adversely affect their value or performance. For
derivatives that are required to be traded through a clearinghouse or exchange,
the portfolio also will be exposed to the credit risk of the clearinghouse and
the broker that submits trades for the portfolio. It is possible that certain
derivatives that are required to be cleared, such as certain swap contracts,
will not be accepted for clearing. In addition, regulated trading facilities
for swap contracts are relatively new; they may not function as intended, which
could impair the ability to enter into swap contracts. The extent and impact of
the regulations are not yet fully known and may not be for some time. The
portfolio's ability to use certain derivative instruments currently is limited
by Commodity Futures Trading Commission rules.

LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.



                                       13
<PAGE>


More on the risks of investing in the portfolio

RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs. Because of the price volatility of IPO shares, the portfolio
may choose to hold IPO shares for a very short period of time. This may
increase the turnover of the portfolio and may lead to increased expenses to
the portfolio, such as commissions and transaction costs. The market for IPO
shares can be speculative and/or inactive for extended periods of time. There
may be only a limited number of shares available for trading. The limited
number of shares available for trading in some IPOs may also make it more
difficult for the portfolio to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on days when
the portfolio is holding fair-valued securities may receive fewer or more
shares or lower or higher redemption proceeds than they would have received if
the portfolio had not fair-valued the security or had used a different
valuation methodology. The value of foreign securities, certain fixed income
securities and currencies, as applicable, may be materially affected by events
after the close of the market on which they are valued, but before the
portfolio determines its net asset value.

CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objectives.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       14
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, selects the portfolio's
investments and oversees the portfolio's operations.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio's portfolio is the responsibility of
John A. Carey, portfolio manager of the portfolio since 1995, and Walter
Hunnewell, Jr., assistant portfolio manager of the portfolio since 2001. Mr.
Carey and Mr. Hunnewell are supported by the domestic equity team. Members of
this team manage other Pioneer funds investing primarily in U.S. equity
securities. The portfolio managers and the team also may draw upon the research
and investment management expertise of the global research teams, which provide
fundamental and quantitative research on companies and include members from one
or more of Pioneer's affiliates. Mr. Carey, an executive vice president of
Pioneer, joined Pioneer as an analyst in 1979. Mr. Hunnewell, a vice president
of Pioneer, joined Pioneer as a portfolio manager in 2001 and has been an
investment professional since 1985.


The portfolio's 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
the portfolio.


MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.65% of the portfolio's average daily net assets up to $1 billion and
0.60% of the portfolio's average daily net assets over $1 billion. The fee is
normally accrued daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.65% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


                                       15
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated. The portfolio's most recent
net asset value is available on the portfolio's website,
www.pioneerinvestments.com.


The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
using a variety of techniques and methods.

The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.

The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily available or may be unreliable - the portfolio may
use fair value methods more frequently than funds that


                                       16
<PAGE>

primarily invest in securities that are more widely traded. Valuing securities
using fair value methods may cause the net asset value of the portfolio's
shares to differ from the net asset value that would be calculated only using
market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       17
<PAGE>

Shareholder information

PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       18
<PAGE>

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       19
<PAGE>

Shareholder information

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       20
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       21
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER EQUITY INCOME VCT PORTFOLIO


CLASS I



<TABLE>
<CAPTION>
                                                          YEAR        YEAR        YEAR        YEAR         YEAR
                                                          ENDED       ENDED       ENDED       ENDED       ENDED
                                                        12/31/13    12/31/12    12/31/11    12/31/10     12/31/09
                                                       ----------  ----------  ----------  ----------  -----------
<S>                                                    <C>         <C>         <C>         <C>         <C>
Net asset value, beginning of period                    $ 21.48     $ 20.26     $ 19.57     $ 16.75      $ 15.18
                                                        -------     -------     -------     -------      -------
Increase from investment operations:
 Net investment income                                  $  0.64     $  0.94     $  0.55     $  0.44      $  0.47
 Net realized and unrealized gain on investments           5.55        1.13        0.62        2.79         1.60
                                                        -------     -------     -------     -------      -------
  Net increase from investment operations               $  6.19     $  2.07     $  1.17     $  3.23      $  2.07
Distributions to shareowners:
 Net investment income                                  $ (0.63)    $ (0.85)    $ (0.48)    $ (0.41)     $ (0.50)
                                                        -------     -------     -------     -------      -------
Net increase in net asset value                         $  5.56     $  1.22     $  0.69     $  2.82      $  1.57
                                                        -------     -------     -------     -------      -------
Net asset value, end of period                          $ 27.04     $ 21.48     $ 20.26     $ 19.57      $ 16.75
                                                        -------     -------     -------     -------      -------
Total return*                                             29.10%      10.30%       6.03%      19.56%       14.14%
Ratio of net expenses to average net assets                0.72%       0.75%       0.75%       0.76%        0.77%
Ratio of net investment income to average net assets       2.47%       4.10%       2.58%       2.29%        3.02%
Portfolio turnover rate                                      22%         47%         34%         18%          33%
Net assets, end of period (in thousands)                $96,986     $85,168     $91,876     $95,224      $92,714
</TABLE>



*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.

NOTE: The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, separate account charges, and sales
    charges.


                                       22
<PAGE>


                                     Notes

                                       23

<PAGE>


                                     Notes

                                       24

<PAGE>


                                     Notes


                                       25
<PAGE>

Pioneer Variable Contracts Trust
PIONEER EQUITY INCOME VCT PORTFOLIO
CLASS I SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   19080-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>


<PAGE>

<PAGE>

PIONEER EQUITY INCOME VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class II Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objectives
and strategies.........................................  7
More on the risks of investing in the portfolio........ 10
Management............................................. 15
Pricing of shares...................................... 17
Shareholder information................................ 19
Distributions and taxes................................ 22
Financial highlights................................... 23
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVES

Current income and long-term growth of capital from a portfolio consisting
primarily of income producing equity securities of U.S. corporations.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)   CLASS II
----------------------------------------------------------------------------------- ---------
<S>                                                                                 <C>
Management Fees                                                                        0.65%
-----------------------------------------------------------------------------------     ----
Distribution and Service (12b-1) Fees                                                  0.25%
-----------------------------------------------------------------------------------     ----
Other Expenses                                                                         0.07%
-----------------------------------------------------------------------------------     ----
Total Annual Portfolio Operating Expenses                                              0.97%
-----------------------------------------------------------------------------------     ----
Acquired Fund Fees and Expenses /1/                                                    0.02%
-----------------------------------------------------------------------------------     ----
Total Annual Portfolio Operating Expenses Plus Acquired Fund Fees and Expenses         0.99%
-----------------------------------------------------------------------------------     ----
</TABLE>


1 Total annual portfolio operating expenses in the table, before and after fee
  waiver and expense reimbursement, may be higher than the corresponding
  ratios of expenses to average net assets shown in the "Financial Highlights"
  section, which do not include acquired fund fees and expenses.


EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same. This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
             NUMBER OF YEARS YOU OWN YOUR
                        SHARES
             (WITH OR WITHOUT REDEMPTION)
           ---------------------------------
              1       3       5        10
           ------- ------- ------- ---------
<S>        <C>     <C>     <C>     <C>
Class II   $101    $315    $547    $1,213
---------- ----    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 22% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES
Normally, the portfolio invests at least 80% of its total assets in income
producing equity securities of U.S. issuers. The income producing equity
securities in which the portfolio may invest include common stocks, preferred
stocks, exchange-traded funds (ETFs) that invest primarily in equity securities
and equity interests in real estate investment trusts (REITs). The remainder of
the portfolio may be invested in debt securities, most of which are expected to
be convertible into common stocks. The portfolio may invest in initial public
offerings of equity securities.


                                       1
<PAGE>


Portfolio summary

The portfolio may invest up to 20% of its total assets in equity and debt
securities of non-U.S. issuers, including depositary receipts. The portfolio
will not invest more than 5% of its total assets in the securities of emerging
markets issuers.


The portfolio may invest up to 20% of its net assets in REITs.


The portfolio also may invest in investment grade and below investment grade
debt securities (known as "junk bonds").

The portfolio may, but is not required to, use derivatives, such as stock index
futures and options. The portfolio may use derivatives for a variety of
purposes, including; in an attempt to hedge against adverse changes in the
market price of securities, interest rates or currency exchange rates; as a
substitute for purchasing or selling securities; to attempt to increase the
portfolio's return as a non-hedging strategy that may be considered
speculative; and to manage portfolio characteristics. The portfolio may choose
not to make use of derivatives for a variety of reasons, and any use may be
limited by applicable law and regulations. The portfolio may also hold cash or
other short-term investments.


The portfolio's investment adviser uses a value approach to select the
portfolio's investments to buy and sell. The adviser seeks securities that are
selling at substantial discounts to their underlying values and then holds
these securities until the market values reflect their intrinsic values. The
adviser evaluates a security's potential value, including the attractiveness of
its market valuation, based on the company's assets and prospects for earnings
growth. The adviser also considers a security's potential to provide a
reasonable amount of income. In making these assessments, the adviser employs
fundamental research and an evaluation of the issuer based on its financial
statements and operations, employing a bottom-up analytic style, which focuses
on specific securities rather than on industries. The adviser generally sells a
portfolio security when it believes that the security's market value reflects
its underlying value.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The stock market may perform
poorly relative to other investments (this risk may be greater in the short
term). High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities worldwide. Governmental and non-governmental issuers have
defaulted on, or been forced to restructure, their debts, and many other
issuers have faced difficulties obtaining credit. These market conditions may
continue, worsen or spread, including in the U.S., Europe and beyond. Further
defaults or restructurings by governments and others of their debt could have
additional adverse effects on economies, financial markets and asset valuations
around the world. In response to the crisis, the U.S. and other governments and
the Federal Reserve and certain foreign central banks have taken steps to
support financial markets, including by keeping interest rates at historically
low levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and



                                       2
<PAGE>


in other countries are affecting many aspects of financial regulation. The
impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.


VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.

PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.

RISKS OF INVESTMENTS IN REITS. Investments in real estate securities are
affected by economic conditions, interest rates, governmental actions and other
factors. In addition, 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. REITs may have lower trading volumes and may
be subject to more abrupt or erratic price movements than the overall
securities markets. Mortgage REITs are particularly subject to interest rate
and credit risks. In addition to its own expenses, the portfolio will
indirectly bear its proportionate share of any management and other expenses
paid by REITs in which it invests. Many real estate companies, including REITs,
utilize leverage.

RISKS OF CONVERTIBLE SECURITIES. The market values of convertible securities
tend to decline as interest rates increase and, conversely, to increase as
interest rates decline. A downturn in equity markets may cause the price of
convertible securities to decrease relative to other fixed income securities.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.


HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default.



                                       3
<PAGE>

Portfolio summary

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses.

DERIVATIVES RISK. Using stock index futures and options and other derivatives
can increase portfolio losses and reduce opportunities for gains when market
prices, interest rates or the derivative instruments themselves behave in a way
not anticipated by the portfolio. Using derivatives may increase the volatility
of the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


                                       4
<PAGE>

THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class II shares from
calendar year to calendar year. The table shows the average annual total
returns for Class II shares of the portfolio over time and compares these
returns to the returns of the Russell 1000 Value Index a broad-based measure of
market performance that has characteristics relevant to the portfolio's
investment strategies.


The performance shown for Class II shares for periods prior to the commencement
of operations of Class II shares on September 14, 1999 is the performance of
Class I shares of the portfolio, reduced to reflect the higher distribution fee
of Class II shares.


The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.


ANNUAL RETURN CLASS II SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04       '05    '06     '07    '08      '09     '10     '11    '12    '13
<S>       <C>    <C>     <C>    <C>      <C>     <C>     <C>    <C>    <C>
  16.04   5.52   22.12   0.54   -30.48   13.89   19.23   5.77   9.97   28.83
</TABLE>






For the period covered by the bar chart:

THE HIGHEST CALENDAR QUARTERLY RETURN WAS 13.13% (07/01/2009 TO 09/30/2009).

THE LOWEST CALENDAR QUARTERLY RETURN WAS -20.90% (10/01/2008 TO 12/31/2008).


AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                                                   SINCE
                                                                                                               INCEPTION
                                                                                 1 YEAR   5 YEARS   10 YEARS  (03/01/95)
                                                                               -------- --------- ---------- -----------
<S>                                                                            <C>      <C>       <C>        <C>
Class II                                                                        28.83     15.27       7.84       9.41
------------------------------------------------------------------------------  -----     -----       ----       ----
Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes)    32.53     16.67       7.58      10.09
------------------------------------------------------------------------------  -----     -----       ----      -----
</TABLE>


MANAGEMENT


<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   John A. Carey, portfolio manager of the portfolio since 1995, is an executive
                       vice president of Pioneer. Walter Hunnewell, Jr., assistant portfolio manager of
                       the portfolio since 2001, is a vice president of Pioneer.
</TABLE>

                                       5
<PAGE>

Portfolio summary

TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       6
<PAGE>

More on the portfolio's investment objectives
and strategies


INVESTMENT OBJECTIVES
Current income and long-term growth of capital from a portfolio consisting
primarily of income producing equity securities of U.S. corporations.

The portfolio's investment objectives may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objectives.


PRINCIPAL INVESTMENT STRATEGIES
Normally, the portfolio invests at least 80% of its total assets in income
producing equity securities of U.S. issuers. The income producing equity
securities in which the portfolio may invest include common stocks, preferred
stocks, exchange-traded funds (ETFs) that invest primarily in equity securities
and equity interests in real estate investment trusts (REITs). The remainder of
the portfolio may be invested in debt securities, most of which are expected to
be convertible into common stocks. The portfolio may invest in initial public
offerings of equity securities. The portfolio may consider ETFs as income
producing equity securities for purposes of satisfying the portfolio's 80%
policy if the ETF invests at least 80% of its net assets in income producing
equity securities of U.S. issuers.

The portfolio will provide notice to shareholders at least 60 days prior to any
change to its policy to invest at least 80% of its assets in income producing
equity securities of U.S. issuers.


The portfolio may invest up to 20% of its total assets in equity and debt
securities of non-U.S. issuers, including depositary receipts. The portfolio
will not invest more than 5% of its total assets in the securities of emerging
markets issuers. The portfolio does not count securities of Canadian issuers
against the limit on investment in securities of non-U.S. issuers.


The portfolio may invest up to 20% of its net assets in REITs.


The portfolio may invest in securities of issuers in any industry or market
segment, and in securities of any market capitalization. The portfolio may
invest in debt securities of U.S. and non-U.S. issuers. The portfolio may
invest up to 10% of its net assets in below investment grade debt securities
(known as "junk bonds"), including below investment grade convertible debt
securities. The portfolio may invest in debt securities rated "C" or better, or
comparable unrated securities. The portfolio invests in debt securities when
the adviser believes they are consistent with the portfolio's investment
objectives of current income and long-term capital growth, to diversify the
portfolio's portfolio or for greater liquidity. The portfolio may invest in
Brady bonds, which are restructured debt of governmental issuers of emerging
market countries.


Pioneer Investment Management, Inc. (Pioneer), the portfolio's investment
adviser, uses a value approach to select the portfolio's investments. Using
this investment style, Pioneer seeks securities selling at 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. Pioneer also considers
a security's potential to provide a reasonable amount of income. In making
these assessments, Pioneer employs fundamental research and an evaluation of
the issuer based on its financial statements and operations, employing a
bottom-up analytic style, which focuses on specific securities rather than on
industries. Pioneer relies on the knowledge, experience and judgment of its
staff and the staff of its affiliates who have access to a wide variety of
research. Pioneer focuses on the quality and price of individual issuers and
securities, not on economic sector or market-timing strategies. Factors Pioneer
looks for in selecting investments include:
oFavorable expected returns relative to perceived risk
oManagement with demonstrated ability and commitment to the company
oLow market valuations relative to earnings forecast, book value, cash flow and
  sales
oGood prospects for dividend growth

                                       7
<PAGE>

More on the portfolio's investment objectives
and strategies

Pioneer generally sells a portfolio security when it believes that the
security's market value reflects its underlying value.


NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers emerging
market issuers to include issuers organized under the laws of an emerging
market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets, and emerging market governmental
issuers.


INVESTMENTS IN REITS
REITs are companies that invest primarily in income producing real estate or
real estate related loans or interests. Some REITs invest directly in real
estate and derive their income from the collection of rents and capital gains
on the sale of properties. Other REITs invest primarily in mortgages, including
"sub-prime" mortgages, secured by real estate and derive their income from
collection of interest.


DEBT SECURITIES
The portfolio may invest in debt securities of U.S. and non-U.S. issuers.
Generally the portfolio may acquire debt securities that are investment grade,
but the portfolio may invest in below investment grade debt securities (known
as "junk bonds"), including below investment grade convertible debt securities.
A debt security is investment grade if it is rated in one of the top four
categories by a nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the adviser.



BELOW INVESTMENT GRADE SECURITIES ("JUNK BONDS")

The portfolio may invest in debt securities rated below investment grade or, if
unrated, of equivalent quality as determined by Pioneer. A debt security is
below investment grade if it is rated BB or lower by Standard & Poor's
Financial Services LLC or the equivalent rating by another nationally
recognized statistical rating organization or determined to be of equivalent
credit quality by Pioneer. Debt securities rated below investment grade are
commonly referred to as "junk bonds" and are considered speculative. Below
investment grade debt securities involve greater risk of loss, are subject to
greater price volatility and are less liquid, especially during periods of
economic uncertainty or change, than higher quality debt securities. Below
investment grade securities also may be more difficult to value.


DERIVATIVES
The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. A derivative is a security or
instrument whose value is determined by reference to the value or the change in
value of one or more securities, currencies, indices or other financial
instruments. The portfolio may use derivatives for a variety of purposes,
including:

oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative

oTo manage portfolio characteristics (for example, exposure to various market
  segments)


The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.


                                       8
<PAGE>

CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objectives. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the adviser believes
securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       9
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. The stock market may perform poorly relative to other investments
(this risk may be greater in the short term). High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities; in particular, the
values of some sovereign debt and of securities of issuers that invest in
sovereign debt and related investments have fallen, credit has become more
scarce worldwide and there has been significant uncertainty in the markets.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts; and many other issuers have faced difficulties
refinancing existing obligations. These market conditions may continue, worsen
or spread, including in the U.S., Europe and beyond. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that such efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. This environment could make identifying investment risks and
opportunities especially difficult for the adviser, and whether or not the
portfolio invests in securities of issuers located in or with significant
exposure to countries experiencing economic and financial difficulties, the
value and liquidity of the portfolio's investments may be negatively affected.
In addition, policy and legislative changes in the U.S. and in other countries
are affecting many aspects of financial regulation. The impact of these changes
on the markets, and the practical implications for market participants, may not
be fully known for some time. The portfolio may experience a substantial or
complete loss on any individual security or derivative position. Particularly
during periods of declining or illiquid markets, the portfolio may experience
periods of heavy redemptions that could cause the portfolio to liquidate its
assets at inopportune times or at a loss or depressed value, and could cause
the remaining shareholders in the portfolio to lose money. Such redemption risk
is greater to the extent that the portfolio has investors with large
shareholdings, short investment horizons or unpredictable cash flow needs.

VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.


PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:
oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable


                                       10
<PAGE>

oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


RISKS OF INVESTMENTS IN REITS. The portfolio has risks associated with the real
estate industry. Although the portfolio does not invest directly in real
estate, it may invest in REITs and other equity securities of real estate
industry issuers. These risks may include:
oThe U.S. or a local real estate market declines due to adverse economic
  conditions, foreclosures, overbuilding and high vacancy rates, reduced or
  regulated rents or other causes
oInterest rates go up. Rising interest rates can adversely affect the
  availability and cost of financing for property acquisitions and other
  purposes and reduce the value of a REIT's fixed income investments
oThe values of properties owned by a REIT or the prospects of other real estate
  industry issuers may be hurt by property tax increases, zoning changes,
  other governmental actions, environmental liabilities, natural disasters or
  increased operating expenses
oA REIT in the portfolio's portfolio is, or is perceived by the market to be,
  poorly managed

oIf the portfolio's real estate related investments are concentrated in one
  geographic area or property type, the portfolio will be particularly subject
  to the risks associated with that area or property type

REITs can generally be classified as equity REITs, mortgage REITs or hybrid
REITs. Equity REITs invest primarily in real property and derive income mainly
from the collection of rents. They may also realize gains or losses from the
sale of properties. Equity REITs will be affected by conditions in the real
estate rental market and by changes in the value of the properties they own.
Mortgage REITs invest primarily in mortgages and similar real estate interests
and derive income primarily from interest payments. Mortgage REITs will be
affected by changes in creditworthiness of borrowers and changes in interest
rates. Mortgage REITs are subject to the risks of default of the mortgages or
mortgage-related securities in which they invest, and REITs that invest in
so-called "sub-prime" mortgages are particularly subject to this risk. Hybrid
REITs invest both in real property and in mortgages.


Investing in REITs involves certain unique risks. REITs are dependent on
management skills, are not diversified and are subject to the risks of
financing projects. REITs are typically invested in a limited number of
projects or in a particular market segment or geographic region, and therefore
are more susceptible to adverse developments affecting a single project, market
segment or geographic region than more broadly diversified investments. REITs
are subject to heavy cash flow dependency, defaults by mortgagors or other
borrowers and tenants, self-liquidation and the possibility of failing to
qualify for certain tax and regulatory exemptions. REITs may


                                       11
<PAGE>


More on the risks of investing in the portfolio

have limited financial resources and may experience sharper swings in market
values and trade less frequently and in a more limited volume than securities
of larger issuers. In addition to its own expenses, the portfolio will
indirectly bear its proportionate share of any management and other expenses
paid by REITs in which it invests. Such expenses are not shown in "Annual fund
operating expenses" above.

Many real estate companies, including REITs, utilize leverage (and some may be
highly leveraged), which increases investment risk and could adversely affect a
real estate company's operations and market value. Mortgage REITs tend to be
more leveraged than equity REITs. In addition, many mortgage REITs manage their
interest rate and credit risks through the use of derivatives and other hedging
techniques. In addition, capital to pay or refinance a REIT's debt may not be
available or reasonably priced. Financial covenants related to real estate
company leveraging may affect the company's ability to operate effectively.

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

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.


HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default.


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
subject to extensive government regulation.


                                       12
<PAGE>

Industries in the consumer staples segment, such as food and drug retailing,
beverages, food and tobacco products, household products and personal products,
are subject to government regulation affecting ingredients and production
methods. These industries also may be affected by competition, changes in
consumer tastes and other factors affecting supply and demand, and litigation.

Industries in the health care segment, such as health care supplies, health
care services, biotechnology and pharmaceuticals, may be significantly affected
by government regulation and reimbursement rates, approval of products by
government agencies, and patent expirations and litigation.


RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses. ETFs are bought
and sold based on market prices and can trade at a premium or a discount to the
ETF's net asset value.

DERIVATIVES RISK. Using stock index futures and options and other derivatives
exposes the portfolio to additional risks, may increase the volatility of the
portfolio's net asset value and may not provide the expected result.
Derivatives may have a leveraging effect on the portfolio, and they can
disproportionately increase losses and reduce opportunities for gain when
market prices, interest rates or currencies, or the derivative instruments
themselves, behave in a way not anticipated by the portfolio, especially in
abnormal market conditions. Some derivatives have the potential for unlimited
loss, regardless of the size of the portfolio's initial investment. If changes
in a derivative's value do not correspond to changes in the value of the
portfolio's other investments or do not correlate well with the underlying
assets, rate or index, the portfolio may not fully benefit from, or could lose
money on, or could experience unusually high expenses as a result of, the
derivative position. Derivatives involve the risk of loss if the counterparty
defaults on its obligation or if the clearing firm through which the derivative
has been traded becomes insolvent. Certain derivatives may be less liquid,
which may reduce the returns of the portfolio if it cannot sell or terminate
the derivative at an advantageous time or price. The portfolio also may have to
sell assets at inopportune times to satisfy its obligations. The portfolio may
be unable to terminate or sell its derivative positions. In fact, many
over-the-counter derivative instruments will not have liquidity beyond the
counterparty to the instrument. Some derivatives may involve the risk of
improper valuation. The portfolio's use of derivatives may also increase the
amount of taxes payable by shareholders. Suitable derivatives may not be
available in all circumstances or at reasonable prices and may not be used by
the portfolio for a variety of reasons. Risks associated with the use of
derivatives are magnified to the extent that a large portion of the portfolio's
assets are committed to derivatives in general or are invested in just one or a
few types of derivatives. New regulations are changing the derivatives markets.
The regulations may make using derivatives more costly, may limit their
availability, or may otherwise adversely affect their value or performance. For
derivatives that are required to be traded through a clearinghouse or exchange,
the portfolio also will be exposed to the credit risk of the clearinghouse and
the broker that submits trades for the portfolio. It is possible that certain
derivatives that are required to be cleared, such as certain swap contracts,
will not be accepted for clearing. In addition, regulated trading facilities
for swap contracts are relatively new; they may not function as intended, which
could impair the ability to enter into swap contracts. The extent and impact of
the regulations are not yet fully known and may not be for some time. The
portfolio's ability to use certain derivative instruments currently is limited
by Commodity Futures Trading Commission rules.

LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.



                                       13
<PAGE>


More on the risks of investing in the portfolio

RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs. Because of the price volatility of IPO shares, the portfolio
may choose to hold IPO shares for a very short period of time. This may
increase the turnover of the portfolio and may lead to increased expenses to
the portfolio, such as commissions and transaction costs. The market for IPO
shares can be speculative and/or inactive for extended periods of time. There
may be only a limited number of shares available for trading. The limited
number of shares available for trading in some IPOs may also make it more
difficult for the portfolio to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on days when
the portfolio is holding fair-valued securities may receive fewer or more
shares or lower or higher redemption proceeds than they would have received if
the portfolio had not fair-valued the security or had used a different
valuation methodology. The value of foreign securities, certain fixed income
securities and currencies, as applicable, may be materially affected by events
after the close of the market on which they are valued, but before the
portfolio determines its net asset value.

CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objectives.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       14
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, selects the portfolio's
investments and oversees the portfolio's operations.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio's portfolio is the responsibility of
John A. Carey, portfolio manager of the portfolio since 1995, and Walter
Hunnewell, Jr., assistant portfolio manager of the portfolio since 2001. Mr.
Carey and Mr. Hunnewell are supported by the domestic equity team. Members of
this team manage other Pioneer funds investing primarily in U.S. equity
securities. The portfolio managers and the team also may draw upon the research
and investment management expertise of the global research teams, which provide
fundamental and quantitative research on companies and include members from one
or more of Pioneer's affiliates. Mr. Carey, an executive vice president of
Pioneer, joined Pioneer as an analyst in 1979. Mr. Hunnewell, a vice president
of Pioneer, joined Pioneer as a portfolio manager in 2001 and has been an
investment professional since 1985.


The portfolio's 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
the portfolio.


MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.65% of the portfolio's average daily net assets up to $1 billion and
0.60% of the portfolio's average daily net assets over $1 billion. The fee is
normally accrued daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.65% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


                                       15
<PAGE>

Management

DISTRIBUTION PLAN
The portfolio has adopted a distribution plan for Class II shares in accordance
with Rule 12b-1 under the Investment Company Act of 1940. Under the plan, the
portfolio pays to Pioneer Funds Distributor, Inc. a distribution fee of 0.25%
of the average daily net assets attributable to Class II shares. Because these
fees are an ongoing expense, over time they increase the cost of an investment
and the shares may cost more than shares that are subject to other types of
sales charges.


                                       16
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated. The portfolio's most recent
net asset value is available on the portfolio's website,
www.pioneerinvestments.com.


The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
using a variety of techniques and methods.

The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.

The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily available or may be unreliable - the portfolio may
use fair value methods more frequently than funds that


                                       17
<PAGE>

Pricing of shares

primarily invest in securities that are more widely traded. Valuing securities
using fair value methods may cause the net asset value of the portfolio's
shares to differ from the net asset value that would be calculated only using
market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       18
<PAGE>

Shareholder information

ADDITIONAL PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       19
<PAGE>

Shareholder information

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       20
<PAGE>

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       21
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       22
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER EQUITY INCOME VCT PORTFOLIO


CLASS II



<TABLE>
<CAPTION>
                                                           YEAR         YEAR        YEAR        YEAR         YEAR
                                                           ENDED        ENDED       ENDED       ENDED       ENDED
                                                         12/31/13     12/31/12    12/31/11    12/31/10     12/31/09
                                                       ------------  ----------  ----------  ----------  -----------
<S>                                                    <C>           <C>         <C>         <C>         <C>
Net asset value, beginning of period                     $  21.60     $ 20.39     $ 19.68     $ 16.85      $ 15.26
                                                         --------     -------     -------     -------      -------
Increase from investment operations:
 Net investment income                                   $   0.49     $  0.68     $  0.48     $  0.37      $  0.69
 Net realized and unrealized gain on investments             5.68        1.34        0.64        2.83         1.36
                                                         --------     -------     -------     -------      -------
  Net increase from investment operations                $   6.17     $  2.02     $  1.12     $  3.20      $  2.05
Distributions to shareowners:
 Net investment income                                   $  (0.57)    $ (0.81)    $ (0.41)    $ (0.37)     $ (0.46)
                                                         --------     -------     -------     -------      -------
Net increase in net asset value                          $   5.60     $  1.21     $  0.71     $  2.83      $  1.59
                                                         --------     -------     -------     -------      -------
Net asset value, end of period                           $  27.20     $ 21.60     $ 20.39     $ 19.68      $ 16.85
                                                         --------     -------     -------     -------      -------
Total return*                                               28.83%       9.97%       5.77%      19.23%       13.89%
Ratio of net expenses to average net assets                  0.97%       1.00%       1.00%       1.01%        1.01%
Ratio of net investment income to average net assets         2.23%       3.80%       2.34%       2.04%        2.75%
Portfolio turnover rate                                        22%         47%         34%         18%          33%
Net assets, end of period (in thousands)                 $134,979     $83,657     $57,460     $56,700      $50,249
</TABLE>



*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.

NOTE: The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, separate account charges, and sales
    charges.


                                       23
<PAGE>

                                     Notes
<PAGE>

                                     Notes
<PAGE>

Pioneer Variable Contracts Trust
PIONEER EQUITY INCOME VCT PORTFOLIO
CLASS II SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   19081-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>



<PAGE>

PIONEER HIGH YIELD VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class I Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objective
and strategies.........................................  9
More on the risks of investing in the portfolio........ 14
Management............................................. 23
Pricing of shares...................................... 24
Shareholder information................................ 26
Distributions and taxes................................ 29
Financial highlights................................... 30
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVE

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


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)   CLASS I
----------------------------------------------------------------------------------- --------
<S>                                                                                 <C>
Management Fees                                                                       0.65%
-----------------------------------------------------------------------------------    ----
Distribution and Service (12b-1) Fees                                                 0.00%
-----------------------------------------------------------------------------------    ----
Other Expenses                                                                        0.20%
-----------------------------------------------------------------------------------    ----
Total Annual Portfolio Operating Expenses                                             0.85%
-----------------------------------------------------------------------------------    ----
</TABLE>


EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same. This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
            NUMBER OF YEARS YOU OWN YOUR
                       SHARES
            (WITH OR WITHOUT REDEMPTION)
          --------------------------------
             1      3       5        10
          ------ ------- ------- ---------
<S>       <C>    <C>     <C>     <C>
Class I   $87    $271    $471    $1,049
--------- ---    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 39% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its total assets in below
investment grade (high yield) debt securities and preferred stocks. Derivative
instruments that provide exposure to such high yield debt securities and
preferred stock or have similar economic characteristics may be used to satisfy
the portfolio's 80% policy. Debt securities rated below investment grade are
commonly referred to as "junk bonds" and are considered speculative. The
portfolio may invest in high yield securities of any rating, including
securities where the issuer is in default or bankruptcy at the time of
purchase.


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


                                       1
<PAGE>

Portfolio summary

The portfolio may invest in investment grade and below investment grade
convertible bonds and preferred stocks that are convertible into the equity
securities of the issuer.

The portfolio may invest up to 20% of its net assets in inverse floating rate
obligations (a type of derivative instrument).

The portfolio may invest up to 20% of its net assets in common stock issued by
both U.S. and non-U.S. issuers and other equity investments, such as
exchange-traded funds (ETFs) that invest primarily in equity securities,
depositary receipts, warrants, rights and equity interests in real estate
investment trusts (REITs).

The portfolio may invest up to 15% of its total assets in equity and debt
securities of non-U.S. issuers.


The portfolio may invest a portion of its assets in mortgage-related
securities, including "sub-prime" mortgages, and asset-backed securities. The
portfolio also may invest a portion of its assets in subordinated debt
securities, event-linked bonds and other insurance-linked securities.

The portfolio may, but is not required to, use derivatives. The portfolio may
use derivatives, such as credit default swaps and bond and interest rate
futures, for a variety of purposes, including: in an attempt to hedge against
adverse changes in the market price of securities, interest rates or currency
exchange rates; as a substitute for purchasing or selling securities; to
attempt to increase the portfolio's return as a non-hedging strategy that may
be considered speculative; and to manage portfolio characteristics. The
portfolio may choose not to make use of derivatives for a variety of reasons,
and any use may be limited by applicable law and regulations. The portfolio may
hold cash or other short-term investments.


The portfolio's investment adviser uses a value approach to select investments
to buy and sell. The adviser seeks to identify securities that are selling at
reasonable prices or substantial discounts to their underlying values and then
holds these securities for their incremental yields or until the market values
reflect their intrinsic values. The adviser 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,
the adviser employs fundamental research and an evaluation of the issuer based
on its financial statements and operations. The adviser also considers a
security's potential to provide income.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities of issuers worldwide.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts, and many other issuers have faced difficulties
obtaining credit. These market conditions may continue, worsen or spread,
including in the U.S., Europe and beyond. Further defaults or restructurings by
governments and others of their debt could have additional adverse effects on
economies, financial markets and asset valuations around the world. In response
to the crisis, the U.S. and other governments and the Federal Reserve and
certain foreign central banks have taken steps to support financial markets,
including by keeping interest rates at historically low levels. More recently,
the Federal Reserve has reduced its market support activities. Further
reduction or withdrawal of this support, failure of efforts in response to the
crisis, or investor perception that these efforts are not succeeding could
negatively affect financial markets generally as well as increase market
volatility and reduce the value and



                                       2
<PAGE>


liquidity of certain securities. Whether or not the portfolio invests in
securities of issuers located in or with significant exposure to countries
experiencing economic and financial difficulties, the value and liquidity of
the portfolio's investments may be negatively affected. In addition, policy and
legislative changes in the U.S. and in other countries are affecting many
aspects of financial regulation. The impact of these changes on the markets,
and the practical implications for market participants, may not be fully known
for some time. The portfolio may experience a substantial or complete loss on
any individual security or derivative position.

HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default.

INTEREST RATE RISK. Interest rates may go up, causing the value of the
portfolio's investments to decline (this risk generally will be greater for
securities with longer maturities or durations). Interest rates in the U.S.
recently have been historically low and are expected to rise.

CREDIT RISK. If an issuer or guarantor of a security held by the portfolio or a
counterparty to a financial contract with the portfolio defaults on its
obligation to pay principal and/or interest, has its credit rating downgraded
or is perceived to be less creditworthy, or the credit quality or value of any
underlying assets declines, the value of your investment will decline. Credit
risk is broadly gauged by the credit ratings of the securities in which the
portfolio invests. However, ratings are only the opinions of the companies
issuing them and are not guarantees as to quality.


PREPAYMENT OR CALL RISK. Many issuers have a right to prepay their securities.
If interest rates fall, an issuer may exercise this right. If this happens, the
portfolio will be forced to reinvest prepayment proceeds at a time when yields
on securities available in the market are lower than the yield on the prepaid
security. The portfolio also may lose any premium it paid on the security.


EXTENSION RISK. During periods of rising interest rates, the average life of
certain types of securities may be extended because of slower than expected
principal payments. This may lock in a below market interest rate, increase the
security's duration and reduce the value of the security.

LIQUIDITY RISK. Some securities and derivatives held by the portfolio may be
impossible or difficult to sell or unwind, particularly during times of market
turmoil. Illiquid securities and derivatives also may be difficult to value. If
the portfolio is forced to sell an illiquid asset or unwind a derivatives
position to meet redemption requests or other cash needs, the portfolio may be
forced to sell at a loss.


PORTFOLIO SELECTION RISK. The adviser's judgment about the quality, relative
yield, relative value or market trends affecting a particular sector or region,
market segment, security or about interest rates generally may prove to be
incorrect.


MORTGAGE-RELATED AND ASSET-BACKED SECURITIES RISK. The value of
mortgage-related and asset-backed securities will be influenced by factors
affecting the housing market and the assets underlying such securities. As a
result, during periods of declining asset value, difficult or frozen credit
markets, swings in interest rates, or deteriorating economic conditions,
mortgage-related and asset-backed securities may decline in value, face
valuation difficulties, become more volatile and/or become illiquid. These
securities are also subject to prepayment and extension risks. Some of these
securities may receive little or no collateral protection from the underlying
assets and are thus subject to the risk of default. The risk of such defaults
is generally higher in the case of mortgage-backed investments that include
so-called "sub-prime" mortgages. The structure of some of these securities may
be complex and there may be less available information than for other types of
debt securities. Upon the occurrence of certain triggering events or defaults,
the portfolio may become the holder of underlying assets at a time when those
assets may be difficult to sell or may be sold only at a loss.



                                       3
<PAGE>


Portfolio summary

RISKS OF INSTRUMENTS THAT ALLOW FOR BALLOON PAYMENTS OR NEGATIVE AMORTIZATION
PAYMENTS. Certain debt instruments allow for balloon payments or negative
amortization payments. Such instruments permit the borrower to avoid paying
currently a portion of the interest accruing on the instrument. While these
features make the debt instrument more affordable to the borrower in the near
term, they increase the risk that the borrower will be unable to make the
resulting higher payment or payments that become due at the maturity of the
loan.


RISKS OF SUBORDINATED SECURITIES. A holder of securities that are subordinated
or "junior" to more senior securities of an issuer is entitled to payment after
holders of more senior securities of the issuer. Subordinated securities are
more likely to suffer a credit loss than non-subordinated securities of the
same issuer, any loss incurred by the subordinated securities is likely to be
proportionately greater, and any recovery of interest or principal may take
more time. As a result, even a perceived decline in creditworthiness of the
issuer is likely to have a greater impact on them.

RISKS OF CONVERTIBLE SECURITIES. The market values of convertible securities
tend to decline as interest rates increase and, conversely, to increase as
interest rates decline. A downturn in equity markets may cause the price of
convertible securities to decrease relative to other fixed income securities.


PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses.

RISKS OF INVESTING IN INVERSE FLOATING RATE OBLIGATIONS. The interest rate on
inverse floating rate obligations will generally decrease as short-term
interest rates increase, and increase as short-term rates decrease. Due to
their leveraged structure, the sensitivity of the market value of an inverse
floating rate obligation to changes in interest rates is generally greater than
a comparable long-term bond issued by the same issuer and with similar credit
quality, redemption and maturity provisions. Inverse floating rate obligations
may be volatile and involve leverage risk.

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.



                                       4
<PAGE>

EQUITY SECURITIES RISK. Equity securities represent an ownership interest in an
issuer, rank junior in a company's capital structure to debt securities and
consequently may entail greater risk of loss than debt securities. Equity
securities are subject to the risk that stock prices may rise and fall in
periodic cycles and may perform poorly relative to other investments. This risk
may be greater in the short term.

RISKS OF INVESTING IN FLOATING RATE LOANS. Floating rate loans and similar
investments may be illiquid or less liquid than other investments. The value of
collateral, if any, securing a floating rate loan can decline or may be
insufficient to meet the issuer's obligations or may be difficult to liquidate.
No active trading market may exist for many floating rate loans, and many loans
are subject to restrictions on resale. Market quotations for these securities
may be volatile and/or subject to large spreads between bid and ask prices. Any
secondary market may be subject to irregular trading activity and extended
trade settlement periods.


RISKS OF INVESTING IN EVENT-LINKED BONDS. The return of principal and the
payment of interest on "event-linked" bonds are contingent on the
non-occurrence of a pre-defined "trigger" event, such as a hurricane or an
earthquake of a specific magnitude or other event that leads to physical or
economic loss. If a trigger event, as defined within the terms of an
event-linked bond, involves losses or other metrics exceeding a specific
magnitude in the geographic region and time period specified, the portfolio may
lose a portion or all of its accrued interest and/or principal invested in the
event-linked bond. In addition to the specified trigger events, event-linked
bonds may expose the portfolio to other risks, including but not limited to
issuer (credit) default, adverse regulatory or jurisdictional interpretations
and adverse tax consequences.


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


DERIVATIVES RISK. Using swaps, futures and other derivatives can increase
portfolio losses and reduce opportunities for gains when market prices,
interest rates or the derivative instruments themselves behave in a way not
anticipated by the portfolio. Using derivatives may increase the volatility of
the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.

CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative
instrument, involve special risks and may result in losses to the portfolio.
Credit default swaps may in some cases be illiquid, and they increase credit
risk since the portfolio has exposure to the issuer of the referenced
obligation and either the counterparty to the credit default swap or, if it is
a cleared transaction, the brokerage firm through which the trade was cleared
and the clearing organization that is the counterparty to that trade. In
addition, for cleared trades, the brokerage firm would impose margin
requirements and would be able to require termination of those trades in
certain circumstances. Certain credit default swaps will be required to be
traded on a regulated execution facility or contract market that makes them
available for trading. The transition to trading these swaps on such a facility
or contract market may not result in swaps being easier to trade or value and
may present certain execution risks if such a facility or contract market does
not operate properly. Swaps may be



                                       5
<PAGE>


Portfolio summary

difficult to unwind or terminate. Certain index-based credit default swaps are
structured in tranches, whereby junior tranches assume greater default risk
than senior tranches. Once fully implemented, new regulations may make swaps
more costly, may limit their availability, or may otherwise adversely affect
the value or performance of these instruments. The extent and impact of these
regulations are not yet fully known and may not be for some time.

LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


FORWARD FOREIGN CURRENCY TRANSACTIONS RISK. To the extent that the portfolio
enters into forward foreign currency transactions, it may not fully benefit
from or may lose money on the transactions if changes in currency rates do not
occur as anticipated or do not correspond accurately to changes in the value of
the portfolio's holdings, or if the counterparty defaults. Such transactions
may also prevent the portfolio from realizing profits on favorable movements in
exchange rates. Risk of counterparty default is greater for counterparties
located in emerging markets. The portfolio's ability to use forward foreign
currency transactions successfully depends on a number of factors, including
the forward foreign currency transactions being available at prices that are
not too costly, the availability of liquid markets, and the adviser's judgment
regarding the direction of changes in currency exchange rates.


RISKS OF ZERO COUPON BONDS, PAYMENT IN KIND, DEFERRED AND CONTINGENT PAYMENT
SECURITIES. These securities may be more speculative and may fluctuate more in
value than securities which pay income periodically and in cash. In addition,
although the portfolio receives no periodic cash payments on such securities,
the portfolio is deemed for tax purposes to receive income from such
securities, which applicable tax rules require the portfolio to distribute to
shareholders. Such distributions may be taxable when distributed to taxable
shareholders.

REPURCHASE AGREEMENT RISK. In the event that the other party to a repurchase
agreement defaults on its obligations, the portfolio may encounter delay and
incur costs before being able to sell the security. Such a delay may involve
loss of interest or a decline in price of the security. In addition, if the
portfolio is characterized by a court as an unsecured creditor, it would be at
risk of losing some or all of the principal and interest involved in the
transaction.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets
or that are valued using a fair value methodology. Investors who purchase or
redeem portfolio shares on days when the portfolio is holding fair-valued
securities may receive fewer or more shares or lower or higher redemption
proceeds than they would have received if the portfolio had not fair-valued the
security or had used a different valuation methodology.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


                                       6
<PAGE>

THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class I shares from
calendar year to calendar year. The table shows the average annual total
returns for Class I shares of the portfolio over time and compares these
returns to the returns of the following indices: Bank of America (BofA) Merrill
Lynch High Yield Master II Index, the portfolio's primary benchmark, and BofA
Merrill Lynch All Convertibles Speculative Quality Index, an unmanaged index of
high yield U.S. convertible securities. The primary benchmark is a broad-based
measure of market performance that has characteristics relevant to the
portfolio's investment strategies.

The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.


ANNUAL RETURN CLASS I SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04      '05    '06    '07    '08      '09     '10     '11     '12     '13
<S>      <C>    <C>    <C>    <C>      <C>     <C>     <C>     <C>     <C>
  8.03   1.95   8.52   5.95   -35.43   60.49   18.04   -1.68   16.08   12.07
</TABLE>






For the period covered by the bar chart:
THE HIGHEST CALENDAR QUARTERLY RETURN WAS 25.53% (04/01/2009 TO 06/30/2009).
THE LOWEST CALENDAR QUARTERLY RETURN WAS -26.37% (10/01/2008 TO 12/31/2008).

                                       7
<PAGE>

Portfolio summary

AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                             1 YEAR   5 YEARS
                                                                                           -------- ---------
<S>                                                                                        <C>      <C>
Class I                                                                                     12.07     19.37
------------------------------------------------------------------------------------------  -----     -----
BofA Merrill Lynch High Yield Master II Index (reflects no deduction for fees, expenses or
taxes)                                                                                       7.42     18.65
------------------------------------------------------------------------------------------  -----     -----
BofA Merrill Lynch All Convertibles Speculative Quality Index (reflects no deduction for
fees, expenses or taxes)                                                                    22.90    10..19
------------------------------------------------------------------------------------------  -----    ------



<CAPTION>
                                                                                                            SINCE
                                                                                                        INCEPTION
                                                                                             10 YEARS  (05/01/00)
                                                                                           ---------- -----------
<S>                                                                                        <C>        <C>
Class I                                                                                        7.08         8.75
-------------------------------------------------------------------------------------------    ----         ----
BofA Merrill Lynch High Yield Master II Index (reflects no deduction for fees, expenses or
taxes)                                                                                         8.46         7.98
-------------------------------------------------------------------------------------------    ----         ----
BofA Merrill Lynch All Convertibles Speculative Quality Index (reflects no deduction for
fees, expenses or taxes)                                                                      24.05         5.79
-------------------------------------------------------------------------------------------   -----         ----
</TABLE>


MANAGEMENT



<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   Tracy Wright, (lead portfolio manager), senior vice president of Pioneer
                       (portfolio manager of the portfolio since 2007); Andrew Feltus, director of high
                       yield and senior vice president of Pioneer (portfolio manager of the portfolio
                       since 2007)
</TABLE>


TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       8
<PAGE>

More on the portfolio's investment objective
and strategies


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

The portfolio's investment objective may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objective.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its total assets in below
investment grade (high yield) debt securities and preferred stocks. Derivative
instruments that provide exposure to such high yield debt securities and
preferred stocks or have similar economic characteristics may be used to
satisfy the portfolio's 80% policy. Debt securities rated below investment
grade are commonly referred to as "junk bonds" and are considered speculative.
The portfolio may invest in high yield securities of any rating, including
securities where the issuer is in default or bankruptcy at the time of
purchase.


The portfolio will provide notice to shareholders at least 60 days prior to any
change to its policy to invest at least 80% of its assets in below investment
grade securities.

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

The portfolio may invest in investment grade and below investment grade
convertible bonds and preferred stocks that are convertible into the equity
securities of the issuer.

The portfolio may invest up to 20% of its net assets in inverse floating rate
obligations (a type of derivative instrument).

The portfolio may invest up to 20% of its net assets in common stock issued by
both U.S. and non-U.S. issuers and other equity investments, such as
exchange-traded funds (ETFs) that invest primarily in equity securities,
depositary receipts, warrants, rights and equity interests in real estate
investment trusts (REITs). The portfolio invests in equity securities, which
may or may not pay dividends, when Pioneer Investment Management, Inc.
(Pioneer), the portfolio's investment adviser, believes they are consistent
with the portfolio's investment objective of capital appreciation or to
diversify the portfolio.

The portfolio may invest up to 15% of its total assets in equity and debt
securities of non-U.S. issuers. The portfolio does not count securities of
Canadian issuers against the limit on investment in securities of non-U.S.
issuers.


The portfolio may invest a portion of its assets in mortgage-related
securities, including "sub-prime" mortgages, and asset-backed securities. The
portfolio also may invest a portion of its assets in subordinated debt
securities, event-linked bonds and other insurance-linked securities.


Pioneer uses a value approach to select the portfolio's investments. Using this
investment style, Pioneer seeks securities selling at reasonable prices or
substantial discounts to their underlying values and then holds these
securities for their incremental yields or until the market values reflect
their intrinsic values. Pioneer evaluates a security's potential value,
including the attractiveness of its market valuation, based on the company's
assets and prospects for earnings growth. In making that assessment, Pioneer
employs fundamental research and an evaluation of the issuer based on its
financial statements and operations. Pioneer also considers a security's
potential to provide income. In assessing the appropriate maturity, rating and
sector weighting of the portfolio, Pioneer considers a variety of factors that
are expected to influence economic activity and interest rates. These factors
include fundamental economic indicators, such as the


                                       9
<PAGE>

More on the portfolio's investment objective
and strategies

rates of economic growth and inflation, Federal Reserve monetary policy and the
relative value of the U.S. dollar compared to other currencies. Pioneer adjusts
sector weightings to reflect its outlook of the market for high yield
securities rather than using a fixed sector allocation. These adjustments occur
periodically as part of Pioneer's ongoing review of the portfolio. In making
these portfolio decisions, Pioneer relies on the knowledge, experience and
judgment of its staff and the staff of its affiliates who have access to a wide
variety of research.



BELOW INVESTMENT GRADE SECURITIES ("JUNK BONDS")

The portfolio may invest in debt securities rated below investment grade or, if
unrated, of equivalent quality as determined by Pioneer. A debt security is
below investment grade if it is rated BB or lower by Standard & Poor's
Financial Services LLC or the equivalent rating by another nationally
recognized statistical rating organization or determined to be of equivalent
credit quality by Pioneer. Debt securities rated below investment grade are
commonly referred to as "junk bonds" and are considered speculative. Below
investment grade debt securities involve greater risk of loss, are subject to
greater price volatility and are less liquid, especially during periods of
economic uncertainty or change, than higher quality debt securities. Below
investment grade securities also may be more difficult to value.


DEBT RATING CONSIDERATIONS
For purposes of the portfolio's credit quality policies, if a security receives
different ratings from nationally recognized statistical rating organizations,
the portfolio will use the rating chosen by the portfolio manager as most
representative of the security's credit quality. The ratings of nationally
recognized statistical rating organizations represent their opinions as to the
quality of the securities that they undertake to rate and may not accurately
describe the risks of the securities. A rating organization may have a conflict
of interest with respect to a security for which it assigns a quality rating.
In addition, there may be a delay between a change in the credit quality of a
security or other asset and a change in the quality rating assigned to the
security or other asset by a rating organization. If a rating organization
changes the quality rating assigned to one or more of the portfolio's
securities, Pioneer will consider if any action is appropriate in light of the
portfolio's investment objective and policies. An investor can still lose
significant amounts when investing in investment grade securities.


NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers emerging
market issuers to include issuers organized under the laws of an emerging
market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets, and emerging market governmental
issuers.


MORTGAGE-BACKED SECURITIES
The portfolio may invest in mortgage-backed securities. Mortgage-backed
securities may be issued by private issuers, by government-sponsored entities
such as the Federal National Mortgage Association (Fannie Mae) or Federal Home
Loan Mortgage Corporation (Freddie Mac) or by agencies of the U.S. government,
such as the Government National Mortgage Association (Ginnie Mae).
Mortgage-backed securities represent direct or indirect participation in, or
are collateralized by and payable from, mortgage loans secured by real
property. The portfolio's investments in mortgage-related securities may
include mortgage derivatives and structured securities.


The portfolio may invest in collateralized mortgage obligations (CMOs). A CMO
is a mortgage-backed bond that is issued in multiple classes, each with a
specified fixed or floating interest rate and a final scheduled distribution
date. The holder of an interest in a CMO is entitled to receive specified cash
flows from a pool of underlying mortgages or other mortgage-backed securities.
Depending upon the class of CMO purchased, the



                                       10
<PAGE>


holder may be entitled to payment before the cash flow from the pool is used to
pay holders of other classes of the CMO or, alternatively, the holder may be
paid only to the extent that there is cash remaining after the cash flow has
been used to pay other classes. A subordinated interest may serve as a credit
support for the senior securities purchased by other investors.



ASSET-BACKED SECURITIES
The portfolio may invest in asset-backed securities. Asset-backed securities
represent participations in, or are secured by and payable from, assets such as
installment sales or loan contracts, leases, credit card receivables and other
categories of receivables. The portfolio's investments in asset-backed
securities may include derivative and structured securities.


The portfolio may invest in asset-backed securities issued by special entities,
such as trusts, that are backed by a pool of financial assets. The portfolio
may invest in collateralized debt obligations (CDOs), which include
collateralized bond obligations (CBOs), collateralized loan obligations (CLOs)
and other similarly structured securities. A CDO is a trust backed by a pool of
fixed income securities. The trust typically is split into two or more
portions, called tranches, which vary in credit quality, yield, credit support
and right to repayment of principal and interest. Lower tranches pay higher
interest rates but represent lower degrees of credit quality and are more
sensitive to the rate of defaults in the pool of obligations. Certain CDOs may
use derivatives, such as credit default swaps, to create synthetic exposure to
assets rather than holding such assets directly.



SUBORDINATED SECURITIES
The portfolio may invest in securities that are subordinated or "junior" to
more senior securities of the issuer. The investor in a subordinated security
of an issuer is entitled to payment after other holders of debt in that issuer.



FLOATING RATE LOANS
Floating rate loans are provided by banks and other financial institutions to
large corporate customers. These loans are rated below investment grade, but
typically are secured with specific collateral and have a senior position in
the capital structure of the borrower. These loans typically have rates of
interest that are reset periodically by reference to a base lending rate, such
as the London Interbank Offered Rate (LIBOR), plus a premium.


INVERSE FLOATING RATE OBLIGATIONS
The portfolio may invest in inverse floating rate obligations (a type of
derivative instrument). The interest rate on inverse floating rate obligations
will generally decrease as short-term interest rates increase, and increase as
short-term rates decrease. Due to their leveraged structure, the sensitivity of
the market value of an inverse floating rate obligation to changes in interest
rates is generally greater than a comparable long-term bond issued by the same
issuer and with similar credit quality, redemption and maturity provisions.
Inverse floating rate obligations may be volatile and involve leverage risk.


EVENT-LINKED BONDS

The portfolio may invest in "event-linked" bonds, which sometimes are referred
to as "insurance-linked" or "catastrophe" bonds. Event-linked bonds are debt
obligations for which the return of principal and the payment of interest are
contingent on the non-occurrence of a pre-defined "trigger" event, such as a
hurricane or an earthquake of a specific magnitude or other event that leads to
physical or economic loss. For some event-linked bonds, the trigger event's
magnitude may be based on losses to a company or industry, industry indexes or
readings of scientific instruments rather than specified actual losses. The
portfolio is entitled to receive principal and interest payments so long as no
trigger event occurs of the description and magnitude specified by the
instrument.



                                       11
<PAGE>

More on the portfolio's investment objective
and strategies


Event-linked bonds may be issued by government agencies, insurance companies,
reinsurers, special purpose corporations or other on-shore or off-shore
entities. The portfolio may invest in interests in pooled entities that invest
primarily in event-linked bonds.


Event-linked bonds are typically rated by at least one nationally recognized
statistical rating agency, but also may be unrated. The rating for an
event-linked bond primarily reflects the rating agency's calculated probability
that a pre-defined trigger event will occur. This rating also assesses the
event-linked bond's credit risk and the model used to calculate the probability
of a trigger event.


DERIVATIVES

The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. The portfolio also may enter into
credit default swaps, which can be used to acquire or to transfer the credit
risk of a security or index of securities without buying or selling the
security or securities comprising the relevant index. A derivative is a
security or instrument whose value is determined by reference to the value or
the change in value of one or more securities, currencies, indices or other
financial instruments. The portfolio may use derivatives for a variety of
purposes, including:


oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative

oTo manage portfolio characteristics (for example, the duration or credit
  quality of the BAD CHARACTERportfolio)


The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.



REPURCHASE AGREEMENTS
In a repurchase agreement, the portfolio purchases securities from a
broker/dealer or a bank, called the counterparty, upon the agreement of the
counterparty to repurchase the securities from the portfolio at a later date,
and at a specified price, which is typically higher than the purchase price
paid by the portfolio. The securities purchased serve as the portfolio's
collateral for the obligation of the counterparty to repurchase the securities.
If the counterparty does not repurchase the securities, the portfolio is
entitled to sell the securities, but the portfolio may not be able to sell them
for the price at which they were purchased, thus causing a loss. Additionally,
if the counterparty becomes insolvent, there is some risk that the portfolio
will not have a right to the securities, or the immediate right to sell the
securities.



CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objective. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the adviser believes
securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


                                       12
<PAGE>

REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       13
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities; in particular, the values of some sovereign debt and of
securities of issuers that invest in sovereign debt and related investments
have fallen, credit has become more scarce worldwide and there has been
significant uncertainty in the markets. Governmental and non-governmental
issuers have defaulted on, or been forced to restructure, their debts; and many
other issuers have faced difficulties refinancing existing obligations. These
market conditions may continue, worsen or spread, including in the U.S., Europe
and beyond. Further defaults or restructurings by governments and others of
their debt could have additional adverse effects on economies, financial
markets and asset valuations around the world. In response to the crisis, the
U.S. and other governments and the Federal Reserve and certain foreign central
banks have taken steps to support financial markets, including by keeping
interest rates at historically low levels. More recently, the Federal Reserve
has reduced its market support activities. Further reduction or withdrawal of
this support, failure of efforts in response to the crisis, or investor
perception that such efforts are not succeeding could negatively affect
financial markets generally as well as increase market volatility and reduce
the value and liquidity of certain securities. This environment could make
identifying investment risks and opportunities especially difficult for the
adviser, and whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position. Particularly during periods of declining or illiquid
markets, the portfolio may experience periods of heavy redemptions that could
cause the portfolio to liquidate its assets at inopportune times or at a loss
or depressed value, and could cause the remaining shareholders in the portfolio
to lose money. Such redemption risk is greater to the extent that the portfolio
has investors with large shareholdings, short investment horizons or
unpredictable cash flow needs.

HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default.

INTEREST RATE RISK. When interest rates rise, the value of fixed income
securities generally falls. A change in interest rates will not have the same
impact on all fixed income securities. Generally, the longer the maturity or
duration of a fixed income security, the greater the impact of a rise in
interest rates on the security's value. Calculations of duration and maturity
may be based on estimates and may not reliably predict a security's price
sensitivity to changes in interest rates. Moreover, securities can change in
value in response to other factors, such as credit risk. In addition, different
interest rate measures (such as short- and long-term interest rates and U.S.
and foreign interest rates), or interest rates on different types of securities
or securities of



                                       14
<PAGE>


different issuers, may not necessarily change in the same amount or in the same
direction. When interest rates go down, the income received by the portfolio,
and the portfolio's yield, may decline. Interest rates in the U.S. recently
have been historically low, and are expected to rise.

Certain fixed income securities pay interest at variable or floating rates.
Variable rate securities tend to reset at specified intervals, while floating
rate securities may reset whenever there is a change in a specified index rate.
In most cases, these reset provisions reduce the impact of changes in market
interest rates on the value of the security. However, some securities do not
track the underlying index directly, but reset based on formulas that may
produce a leveraging effect; others may also provide for interest payments that
vary inversely with market rates. The market prices of these securities may
fluctuate significantly when interest rates change. Yield generated by the
portfolio may decline due to a decrease in market interest rates.

CREDIT RISK. If an obligor (such as the issuer itself or a party offering
credit enhancement) for a security held by the portfolio fails to pay,
otherwise defaults, is perceived to be less creditworthy, becomes insolvent or
files for bankruptcy, a security's credit rating is downgraded or the credit
quality or value of an underlying asset declines, the value of your investment
could decline. In addition, the portfolio may incur expenses to protect the
portfolio's interest in securities experiencing these events. Credit risk is
broadly gauged by the credit ratings of the securities in which the portfolio
invests. However, ratings are only the opinions of the companies issuing them
and are not guarantees as to quality.

PREPAYMENT OR CALL RISK. Many fixed income securities give the issuer the
option to prepay or call the security prior to its maturity date. Issuers often
exercise this right when interest rates fall. Accordingly, if the portfolio
holds a fixed income security that can be prepaid or called prior to its
maturity date, it will not benefit fully from the increase in value that other
fixed income securities generally experience when interest rates fall. Upon
prepayment of the security, the portfolio also would be forced to reinvest the
proceeds at then current yields, which would be lower than the yield of the
security that was prepaid or called. In addition, if the portfolio purchases a
fixed income security at a premium (at a price that exceeds its stated par or
principal value), the portfolio may lose the amount of the premium paid in the
event of prepayment.


EXTENSION RISK. During periods of rising interest rates, the average life of
certain types of securities may be extended because of slower than expected
principal payments. This may lock in a below market interest rate, increase the
security's duration (the estimated period until the security is paid in full)
and reduce the value of the security.

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


LIQUIDITY RISK. Liquidity risk exists when particular investments are
impossible or difficult to sell. Although most of the portfolio's securities
and other investments must be liquid at the time of investment, securities and
other investments may become illiquid after purchase by the portfolio,
particularly during periods of market turmoil. Markets may become illiquid
when, for instance, there are few, if any, interested buyers and sellers or
when dealers are unwilling to make a market for certain securities. When the
portfolio holds illiquid investments, its portfolio may be harder to value,
especially in changing markets. If the portfolio is forced to sell or unwind
these investments to meet redemptions or for other cash needs, the portfolio
may suffer a loss. In addition, when there is illiquidity in the market for
certain securities or other investments, the portfolio, due to limitations on
investments in illiquid securities, may be unable to achieve its desired level
of exposure to a certain sector. If an auction fails for an auction rate
security, there may be no secondary market for the security and the portfolio
may be forced to hold the security until the security is refinanced by the
issuer or a secondary market develops. To the extent the portfolio holds a
material percentage of the outstanding debt securities of an issuer, this
practice may impact adversely the liquidity and market value of those
investments.



                                       15
<PAGE>

More on the risks of investing in the portfolio

PORTFOLIO SELECTION RISK. The adviser's judgment about the quality, relative
yield, relative value or market trends affecting a particular sector or region,
market segment, security or about interest rates generally may prove to be
incorrect.


MORTGAGE-RELATED AND ASSET-BACKED SECURITIES RISK. The repayment of certain
mortgage-backed and asset-backed securities depends primarily on the cash
collections received from the issuer's underlying asset portfolio and, in
certain cases, the issuer's ability to issue replacement securities. As a
result, there could be losses to the portfolio in the event of credit or market
value deterioration in the issuer's underlying portfolio, mismatches in the
timing of the cash flows of the underlying asset interests and the repayment
obligations of maturing securities, or the issuer's inability to issue new or
replacement securities. These securities are also subject to prepayment and
extension risks. Upon the occurrence of certain triggering events or defaults,
the portfolio may become the holder of underlying assets at a time when those
assets may be difficult to sell or may be sold only at a loss. In the event of
a default, the value of the underlying collateral may be insufficient to pay
certain expenses, such as litigation and foreclosure expenses, and inadequate
to pay any principal or unpaid interest. Privately issued mortgage-backed and
asset-backed securities are not traded on an exchange and may have a limited
market. Without an active trading market, these securities may be particularly
difficult to value given the complexities in valuing the underlying collateral.


Certain mortgage-backed and asset-backed securities may pay principal only at
maturity or may represent only the right to receive payments of principal or
interest on the underlying obligations, but not both. The value of these types
of instruments may change more drastically than debt securities that pay both
principal and interest during periods of changing interest rates. Principal
only instruments generally increase in value if interest rates decline, but are
also subject to the risk of prepayment. Interest only instruments generally
increase in value in a rising interest rate environment when fewer of the
underlying obligations are prepaid. Interest only instruments could lose their
entire value in a declining interest rate environment if the underlying
obligations are prepaid.

Unlike mortgage-related securities issued or guaranteed by the U.S. government
or its agencies and instrumentalities, mortgage-related securities issued by
private issuers do not have a government or government-sponsored entity
guarantee (but may have other credit enhancement), and may, and frequently do,
have less favorable collateral, credit risk or other characteristics. The
portfolio may invest in other mortgage-related securities, including mortgage
derivatives and structured securities. These securities typically are not
secured by real property. Because these securities have embedded leverage
features, small changes in interest or prepayment rates may cause large and
sudden price movements. These securities also can become illiquid and difficult
to value in volatile or declining markets.

Mortgage-backed securities are particularly susceptible to prepayment and
extension risks, because prepayments on the underlying mortgages tend to
increase when interest rates fall and decrease when interest rates rise.

The value of mortgage-backed and asset-backed securities may be affected by
changes in credit quality or value of the mortgage loans or other assets that
support the securities. In addition, for mortgage-backed securities, when
market conditions result in an increase in the default rates on the underlying
mortgages and the foreclosure values of the underlying real estate are below
the outstanding amount of the underlying mortgages, collection of the full
amount of accrued interest and principal on these investments may be less
likely.


The portfolio may invest in CMOs. Principal prepayments on the underlying
mortgage loans may cause a CMO to be retired substantially earlier than its
stated maturity or final distribution date. If there are defaults on the
underlying mortgage loans, the portfolio will be less likely to receive
payments of principal and interest, and will be more likely to suffer a loss.
This risk may be increased to the extent the underlying mortgages include
sub-prime mortgages. As market conditions change, and particularly during
periods of rapid or unanticipated


                                       16
<PAGE>

changes in market interest rates, the attractiveness of a CMO class and the
ability of the structure to provide the anticipated investment characteristics
may be significantly reduced. Such changes can result in volatility in the
market value, and in some instances reduced liquidity, of a CMO class.


In response to the financial crisis that began in 2008, the Federal Reserve has
attempted to keep mortgage rates low by acting as a buyer of mortgage-backed
assets. It is anticipated that this support will end, and mortgage rates may
rise and prices of mortgage-backed securities may fall when that happens. To
the extent the portfolio's assets are invested in mortgage-backed securities,
returns to portfolio investors may decline.

Asset-backed securities are structured like mortgage-backed securities and are
subject to many of the same risks. The ability of an issuer of asset-backed
securities to enforce its security interest in the underlying asset or to
otherwise recover from the underlying obligor may be limited. Certain
asset-backed securities present a heightened level of risk because, in the
event of default, the liquidation value of the underlying assets may be
inadequate to pay any unpaid principal or interest.

RISKS OF INSTRUMENTS THAT ALLOW FOR BALLOON PAYMENTS OR NEGATIVE AMORTIZATION
PAYMENTS. Certain debt instruments allow for balloon payments or negative
amortization payments. Such instruments permit the borrower to avoid paying
currently a portion of the interest accruing on the instrument. While these
features make the debt instrument more affordable to the borrower in the near
term, they increase the risk that the borrower will be unable to make the
resulting higher payment or payments that become due at the maturity of the
loan.


RISKS OF SUBORDINATED SECURITIES. A holder of securities that are subordinated
or "junior" to more senior securities of an issuer is entitled to payment after
holders of more senior securities of the issuer. Subordinated securities are
more likely to suffer a credit loss than non-subordinated securities of the
same issuer, any loss incurred by the subordinated securities is likely to be
proportionately greater, and any recovery of interest or principal may take
more time. As a result, even a perceived decline in creditworthiness of the
issuer is likely to have a greater impact on them.

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


PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses. ETFs are bought
and sold based on market prices and can trade at a premium or a discount to the
ETF's net asset value.



                                       17
<PAGE>


More on the risks of investing in the portfolio

RISKS OF INVESTING IN INVERSE FLOATING RATE OBLIGATIONS. The interest rate on
inverse floating rate obligations will generally decrease as short-term
interest rates increase, and increase as short-term rates decrease. Due to
their leveraged structure, the sensitivity of the market value of an inverse
floating rate obligation to changes in interest rates is generally greater than
a comparable long-term bond issued by the same issuer and with similar credit
quality, redemption and maturity provisions. Inverse floating rate obligations
may be volatile and involve leverage risk.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:
oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable
oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


Additional risks of investing in emerging markets include:
oThe extent of economic development, political stability, market depth,
  infrastructure, capitalization and regulatory oversight can be less than in
  more developed markets
oEmerging market countries may experience rising interest rates, or, more
  significantly, rapid inflation or hyperinflation
oThe portfolio could experience a loss from settlement and custody practices in
  some emerging markets
oThe possibility that a counterparty may not complete a currency or securities
  transaction
oLow trading volumes may result in a lack of liquidity and in extreme price
  volatility

EQUITY SECURITIES RISK. Equity securities are subject to the risk that stock
prices may rise and fall in periodic cycles and may perform poorly relative to
other investments. This risk may be greater in the short term. Equity
securities represent an ownership interest in an issuer, rank junior in a
company's capital structure to debt securities and consequently may entail
greater risk of loss than fixed income securities.


                                       18
<PAGE>


RISKS OF INVESTING IN FLOATING RATE LOANS. Floating rate loans and similar
investments may be illiquid or less liquid than other investments. The value of
collateral, if any, securing a floating rate loan can decline or may be
insufficient to meet the issuer's obligations or may be difficult to liquidate.
No active trading market may exist for many floating rate loans, and many loans
are subject to restrictions on resale. Market quotations for these securities
may be volatile and/or subject to large spreads between bid and ask prices. Any
secondary market may be subject to irregular trading activity and extended
trade settlement periods. An economic downturn generally leads to a higher
non-payment rate, and a loan may lose significant value before a default
occurs.

RISKS OF INVESTING IN EVENT-LINKED BONDS. The return of principal and the
payment of interest on "event-linked" bonds are contingent on the
non-occurrence of a pre-defined "trigger" event, such as a hurricane or an
earthquake of a specific magnitude or other event that leads to physical or
economic loss. If a trigger event, as defined within the terms of an
event-linked bond, involves losses or other metrics exceeding a specific
magnitude in the geographic region and time period specified, the portfolio may
lose a portion or all of its accrued interest and/or principal invested in the
event-linked bond. In addition to the specified trigger events, event-linked
bonds may expose the portfolio to other risks, including but not limited to
issuer (credit) default, adverse regulatory or jurisdictional interpretations
and adverse tax consequences. Event-linked bonds are also subject to the risk
that the model used to calculate the probability of a trigger event was not
accurate and underestimated the likelihood of a trigger event. Upon the
occurrence or possible occurrence of a trigger event, and until the completion
of the processing and auditing of applicable loss claims, the portfolio's
investment in an event-linked bond may be priced using fair value methods. As a
relatively new type of financial instrument, there is limited trading history
for these securities, and there can be no assurance that a liquid market in
these instruments will develop. Lack of a liquid market may impose the risk of
higher transaction costs and the possibility that the portfolio may be forced
to liquidate positions when it would not be advantageous to do so.


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
subject to extensive government regulation.

Industries in the materials segment, such as chemicals, construction materials,
containers and packaging, metals and mining and paper and forest products, may
be significantly affected by the level and volatility of commodity prices,
currency rates, import controls and other regulations, labor relations, global
competition and resource depletion.

Industries in the industrials segment, such as companies engaged in the
production, distribution or service of products or equipment for manufacturing,
agriculture, forestry, mining and construction, can be significantly affected
by general economic trends, including such factors as employment and economic
growth, interest rate changes, changes in consumer spending, legislative and
governmental regulation and spending, import controls, commodity prices, and
worldwide competition.

Industries in the energy segment, such as those engaged in the development,
production and distribution of energy resources, can be significantly affected
by supply and demand both for their specific product or service and for energy
products in general. The price of oil, gas and other consumable fuels,
exploration and production spending, government regulation, world events and
economic conditions likewise will affect the performance of companies in these
industries.

Industries in the consumer discretionary segment, such as consumer durables,
hotels, restaurants, media, retailing and automobiles, may be significantly
affected by the performance of the overall economy, interest rates,
competition, consumer confidence and spending, and changes in demographics and
consumer tastes.


                                       19
<PAGE>

More on the risks of investing in the portfolio

Industries in the health care segment, such as health care supplies, health
care services, biotechnology and pharmaceuticals, may be significantly affected
by government regulation and reimbursement rates, approval of products by
government agencies, and patent expirations and litigation.


DERIVATIVES RISK. Using swaps, futures and other derivatives exposes the
portfolio to additional risks, may increase the volatility of the portfolio's
net asset value and may not provide the expected result. Derivatives may have a
leveraging effect on the portfolio, and they can disproportionately increase
losses and reduce opportunities for gain when market prices, interest rates or
currencies, or the derivative instruments themselves, behave in a way not
anticipated by the portfolio, especially in abnormal market conditions. Some
derivatives have the potential for unlimited loss, regardless of the size of
the portfolio's initial investment. If changes in a derivative's value do not
correspond to changes in the value of the portfolio's other investments or do
not correlate well with the underlying assets, rate or index, the portfolio may
not fully benefit from, or could lose money on, or could experience unusually
high expenses as a result of, the derivative position. Derivatives involve the
risk of loss if the counterparty defaults on its obligation or if the clearing
firm through which the derivative has been traded becomes insolvent. Certain
derivatives may be less liquid, which may reduce the returns of the portfolio
if it cannot sell or terminate the derivative at an advantageous time or price.
The portfolio also may have to sell assets at inopportune times to satisfy its
obligations. The portfolio may be unable to terminate or sell its derivative
positions. In fact, many over-the-counter derivative instruments will not have
liquidity beyond the counterparty to the instrument. Some derivatives may
involve the risk of improper valuation. The portfolio's use of derivatives may
also increase the amount of taxes payable by shareholders. Suitable derivatives
may not be available in all circumstances or at reasonable prices and may not
be used by the portfolio for a variety of reasons. Risks associated with the
use of derivatives are magnified to the extent that a large portion of the
portfolio's assets are committed to derivatives in general or are invested in
just one or a few types of derivatives. New regulations are changing the
derivatives markets. The regulations may make using derivatives more costly,
may limit their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the regulations are not yet fully known and
may not be for some time. The portfolio's ability to use certain derivative
instruments currently is limited by Commodity Futures Trading Commission rules.


CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative
instrument, involve special risks and may result in losses to the portfolio.
Credit default swaps may in some cases be illiquid, and they increase credit
risk since the portfolio has exposure to both the issuer of the referenced
obligation and the counterparty to the credit default swap. Swaps may be
difficult to unwind or terminate. Certain index-based credit default swaps are
structured in tranches, whereby junior tranches assume greater default risk
than senior tranches. The absence of a central exchange or market for swap
transactions has led, in some instances, to difficulties in trading and
valuation, especially in the event of market disruptions. New regulations
require many kinds of swaps to be executed through a regulated exchange or
market facility and cleared through a regulated clearinghouse. The
establishment of a centralized exchange or market for swap transactions may
disrupt or limit the swap market and may not result in swaps being easier to
trade or value. Market-traded swaps may become more standardized, and the
portfolio may not be able to enter into swaps that meet its investment needs.
The portfolio also may not be able to find a clearinghouse willing to accept
the swaps for clearing. The new regulations may make using swaps more costly,
may limit their availability, or may otherwise adversely affect their value or
performance. The portfolio will be required to trade many swaps through a
broker who is a member of the clearinghouse. The broker may require the
portfolio to post margin to the broker as a down payment on the portfolio's
obligations and may change the amount of margin required from time to time. The
fund may not be able to recover margin amounts if the broker has financial
difficulties. Also, the broker may require the portfolio to terminate a
derivatives position under certain circumstances. This



                                       20
<PAGE>


may cause the portfolio to lose money. The clearinghouse will be the
portfolio's counterparty for the derivatives trades. The portfolio will take
the risk that the counterparty defaults. The portfolio also may be exposed to
additional risks as a result of the new regulations. The extent and impact of
the new regulations are not yet fully known and may not be for some time.

LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.

FORWARD FOREIGN CURRENCY TRANSACTIONS RISK. To the extent that the portfolio
enters into forward foreign currency transactions, it may not fully benefit
from or may lose money on the transactions if changes in currency rates do not
occur as anticipated or do not correspond accurately to changes in the value of
the portfolio's holdings, or if the counterparty defaults. Such transactions
may also prevent the portfolio from realizing profits on favorable movements in
exchange rates. Risk of counterparty default is greater for counterparties
located in emerging markets. The portfolio's ability to use forward foreign
currency transactions successfully depends on a number of factors, including
the forward foreign currency transactions being available at prices that are
not too costly, the availability of liquid markets, and the adviser's judgment
regarding the direction of changes in currency exchange rates.

RISKS OF ZERO COUPON BONDS, PAYMENT IN KIND, DEFERRED AND CONTINGENT PAYMENT
SECURITIES. Zero coupon bonds (which do not pay interest until maturity) and
payment in kind securities (which pay interest in the form of additional
securities) may be more speculative and may fluctuate more in value than
securities which pay income periodically and in cash. These securities are more
likely to respond to changes in interest rates than interest-bearing securities
having similar maturities and credit quality. These securities are more
sensitive to the credit quality of the underlying issuer. Payment in kind
securities may be difficult to value because their continuing accruals require
judgments about the collectability of the deferred payments and the value of
any collateral. Deferred interest securities are obligations that generally
provide for a period of delay before the regular payment of interest begins and
are issued at a significant discount from face value. The interest rate on
contingent payment securities is determined by the outcome of an event, such as
the performance of a financial index. If the financial index does not increase
by a prescribed amount, the portfolio may receive no interest.

Unlike bonds that pay interest throughout the period to maturity, the portfolio
generally will realize no cash until maturity and, if the issuer defaults, the
portfolio may obtain no return at all on its investment. In addition, although
the portfolio receives no periodic cash payments on such securities, the
portfolio is deemed for tax purposes to receive income from such securities,
which applicable tax rules require the portfolio to distribute to shareholders.
Such distributions may be taxable when distributed to taxable shareholders and,
in addition, could reduce the portfolio's reserve position and require the
portfolio to sell securities and incur a gain or loss at a time it may not
otherwise want in order to provide the cash necessary for these distributions.

REPURCHASE AGREEMENT RISK. In the event that the other party to a repurchase
agreement defaults on its obligations, the portfolio may encounter delay and
incur costs before being able to sell the security. Such a delay may involve
loss of interest or a decline in price of the security. In addition, if the
portfolio is characterized by a court as an unsecured creditor, it would be at
risk of losing some or all of the principal and interest involved in the
transaction.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more



                                       21
<PAGE>


More on the risks of investing in the portfolio

subjective methods, such as fair value methodologies. Investors who purchase or
redeem portfolio shares on days when the portfolio is holding fair-valued
securities may receive fewer or more shares or lower or higher redemption
proceeds than they would have received if the portfolio had not fair-valued the
security or had used a different valuation methodology. The value of foreign
securities, certain fixed income securities and currencies, as applicable, may
be materially affected by events after the close of the market on which they
are valued, but before the portfolio determines its net asset value.

CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objective.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       22
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, selects the portfolio's
investments and oversees the portfolio's operations.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio is the responsibility of Tracy Wright
(lead portfolio manager) and Andrew Feltus. Ms. Wright and Mr. Feltus are
supported by the fixed income team. Members of this team manage other Pioneer
funds investing primarily in fixed income securities. The portfolio managers
and the team also may draw upon the research and investment management
expertise of the global research teams, which provide fundamental and
quantitative research on companies and include members from one or more of
Pioneer's affiliates. Ms. Wright, a senior vice president, joined Pioneer in
2004 as an analyst and has served as a portfolio manager of the portfolio since
2007. Mr. Feltus, director of high yield and a senior vice president, joined
Pioneer in 1994 and has served as a portfolio manager of the portfolio since
2007.


The portfolio's 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
the portfolio.


MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.65% of the portfolio's average daily net assets up to $1 billion and
0.60% of the portfolio's average daily net assets over $1 billion. The fee is
normally accrued daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.65% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


                                       23
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated.


The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.


Senior loans are valued at the mean between the last available bid and asked
prices for one or more brokers or dealers as obtained from an independent third
party pricing service. If no reliable prices are available from either the
primary or an alternative pricing service, broker quotes will be solicited.
Event linked bonds are valued at the bid price obtained from an independent
third party pricing service.


The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
approved by the Board of Trustees using a variety of techniques and methods.
The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily


                                       24
<PAGE>

available or may be unreliable - the portfolio may use fair value methods more
frequently than funds that primarily invest in securities that are more widely
traded. Valuing securities using fair value methods may cause the net asset
value of the portfolio's shares to differ from the net asset value that would
be calculated only using market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       25
<PAGE>

Shareholder information

PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       26
<PAGE>

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       27
<PAGE>

Shareholder information

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       28
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       29
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER HIGH YIELD VCT PORTFOLIO


CLASS I



<TABLE>
<CAPTION>
                                                                                        YEAR
                                                             YEAR        YEAR           ENDED          YEAR         YEAR
                                                             ENDED       ENDED        12/31/11         ENDED       ENDED
                                                           12/31/13    12/31/12    (CONSOLIDATED)    12/31/10     12/31/09
                                                          ----------  ----------  ----------------  ----------  -----------
<S>                                                       <C>         <C>         <C>               <C>         <C>
Net asset value, beginning of period                       $ 10.47     $  9.92        $ 10.64        $  9.53      $  6.46
                                                           -------     -------        -------        -------      -------
Increase (decrease) from investment operations:
 Net investment income                                     $  0.50     $  0.56        $  0.59        $  0.59      $  0.61
 Net realized and unrealized gain (loss) on investments       0.70        0.96          (0.75)          1.07         3.10
                                                           -------     -------        -------        -------      -------
  Net increase (decrease) from investment operations       $  1.20     $  1.52        $ (0.16)       $  1.66      $  3.71
Distributions to shareowners:
 Net investment income                                     $ (0.56)    $ (0.57)       $ (0.56)       $ (0.55)     $ (0.64)
 Net realized gain                                           (0.62)      (0.40)             -              -            -
                                                           -------     -------        -------        -------      -------
Total distributions                                        $ (1.18)    $ (0.97)       $ (0.56)       $ (0.55)     $ (0.64)
                                                           -------     -------        -------        -------      -------
Net increase (decrease) in net asset value                 $  0.02     $  0.55        $ (0.72)       $  1.11      $  3.07
                                                           -------     -------        -------        -------      -------
Net asset value, end of period                             $ 10.49     $ 10.47        $  9.92        $ 10.64      $  9.53
                                                           -------     -------        -------        -------      -------
Total return*                                                12.07%      16.08%         (1.68)%        18.04%       60.49%
Ratio of total expenses to average net assets                 0.85%       0.86%          0.82           0.81%        0.80%
Ratio of net investment income to average net assets          4.78%       5.39%          5.47%          5.98%        7.58%
Portfolio turnover rate                                         39%         44%            43%            33%          41%
Net assets, end of period (in thousands)                   $62,232     $59,937        $58,084        $71,180      $73,517
</TABLE>



*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.

NOTE: The above financial highlights do not reflect the deduction of
non-portfolio expenses associated with variable insurance products,
    such as mortality and expense risk charges, separate account charges, and
    sales charges.

                                       30
<PAGE>

                                     Notes

                                       31
<PAGE>

                                     Notes

                                       32
<PAGE>

                                     Notes

                                       33
<PAGE>

Pioneer Variable Contracts Trust
PIONEER HIGH YIELD VCT PORTFOLIO
CLASS I SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   19089-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>


<PAGE>

PIONEER HIGH YIELD VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class II Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objective
and strategies.........................................  9
More on the risks of investing in the portfolio........ 14
Management............................................. 23
Pricing of shares...................................... 25
Shareholder information................................ 27
Distributions and taxes................................ 30
Financial highlights................................... 31
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVE

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


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)   CLASS II
----------------------------------------------------------------------------------- ---------
<S>                                                                                 <C>
Management Fees                                                                        0.65%
-----------------------------------------------------------------------------------     ----
Distribution and Service (12b-1) Fees                                                  0.25%
-----------------------------------------------------------------------------------     ----
Other Expenses                                                                         0.21%
-----------------------------------------------------------------------------------     ----
Total Annual Portfolio Operating Expenses                                              1.11%
-----------------------------------------------------------------------------------     ----
</TABLE>


EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same. This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
             NUMBER OF YEARS YOU OWN YOUR
                        SHARES
             (WITH OR WITHOUT REDEMPTION)
           ---------------------------------
              1       3       5        10
           ------- ------- ------- ---------
<S>        <C>     <C>     <C>     <C>
Class II   $113    $353    $612    $1,352
---------- ----    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 39% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its total assets in below
investment grade (high yield) debt securities and preferred stocks. Derivative
instruments that provide exposure to such high yield debt securities and
preferred stock or have similar economic characteristics may be used to satisfy
the portfolio's 80% policy. Debt securities rated below investment grade are
commonly referred to as "junk bonds" and are considered speculative. The
portfolio may invest in high yield securities of any rating, including
securities where the issuer is in default or bankruptcy at the time of
purchase.


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


                                       1
<PAGE>

Portfolio summary

The portfolio may invest in investment grade and below investment grade
convertible bonds and preferred stocks that are convertible into the equity
securities of the issuer.

The portfolio may invest up to 20% of its net assets in inverse floating rate
obligations (a type of derivative instrument).

The portfolio may invest up to 20% of its net assets in common stock issued by
both U.S. and non-U.S. issuers and other equity investments, such as
exchange-traded funds (ETFs) that invest primarily in equity securities,
depositary receipts, warrants, rights and equity interests in real estate
investment trusts (REITs).

The portfolio may invest up to 15% of its total assets in equity and debt
securities of non-U.S. issuers.


The portfolio may invest a portion of its assets in mortgage-related
securities, including "sub-prime" mortgages, and asset-backed securities. The
portfolio also may invest a portion of its assets in subordinated debt
securities, event-linked bonds and other insurance-linked securities.

The portfolio may, but is not required to, use derivatives. The portfolio may
use derivatives, such as credit default swaps and bond and interest rate
futures, for a variety of purposes, including: in an attempt to hedge against
adverse changes in the market price of securities, interest rates or currency
exchange rates; as a substitute for purchasing or selling securities; to
attempt to increase the portfolio's return as a non-hedging strategy that may
be considered speculative; and to manage portfolio characteristics. The
portfolio may choose not to make use of derivatives for a variety of reasons,
and any use may be limited by applicable law and regulations. The portfolio may
hold cash or other short-term investments.


The portfolio's investment adviser uses a value approach to select investments
to buy and sell. The adviser seeks to identify securities that are selling at
reasonable prices or substantial discounts to their underlying values and then
holds these securities for their incremental yields or until the market values
reflect their intrinsic values. The adviser 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,
the adviser employs fundamental research and an evaluation of the issuer based
on its financial statements and operations. The adviser also considers a
security's potential to provide income.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities of issuers worldwide.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts, and many other issuers have faced difficulties
obtaining credit. These market conditions may continue, worsen or spread,
including in the U.S., Europe and beyond. Further defaults or restructurings by
governments and others of their debt could have additional adverse effects on
economies, financial markets and asset valuations around the world. In response
to the crisis, the U.S. and other governments and the Federal Reserve and
certain foreign central banks have taken steps to support financial markets,
including by keeping interest rates at historically low levels. More recently,
the Federal Reserve has reduced its market support activities. Further
reduction or withdrawal of this support, failure of efforts in response to the
crisis, or investor perception that these efforts are not succeeding could
negatively affect financial markets generally as well as increase market
volatility and reduce the value and liquidity of certain securities. Whether or
not the portfolio invests in securities of issuers located in or with



                                       2
<PAGE>


significant exposure to countries experiencing economic and financial
difficulties, the value and liquidity of the portfolio's investments may be
negatively affected. In addition, policy and legislative changes in the U.S.
and in other countries are affecting many aspects of financial regulation. The
impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.

HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default.

INTEREST RATE RISK. Interest rates may go up, causing the value of the
portfolio's investments to decline (this risk generally will be greater for
securities with longer maturities or durations). Interest rates in the U.S.
recently have been historically low and are expected to rise.

CREDIT RISK. If an issuer or guarantor of a security held by the portfolio or a
counterparty to a financial contract with the portfolio defaults on its
obligation to pay principal and/or interest, has its credit rating downgraded
or is perceived to be less creditworthy, or the credit quality or value of any
underlying assets declines, the value of your investment will decline. Credit
risk is broadly gauged by the credit ratings of the securities in which the
portfolio invests. However, ratings are only the opinions of the companies
issuing them and are not guarantees as to quality.


PREPAYMENT OR CALL RISK. Many issuers have a right to prepay their securities.
If interest rates fall, an issuer may exercise this right. If this happens, the
portfolio will be forced to reinvest prepayment proceeds at a time when yields
on securities available in the market are lower than the yield on the prepaid
security. The portfolio also may lose any premium it paid on the security.


EXTENSION RISK. During periods of rising interest rates, the average life of
certain types of securities may be extended because of slower than expected
principal payments. This may lock in a below market interest rate, increase the
security's duration and reduce the value of the security.

LIQUIDITY RISK. Some securities and derivatives held by the portfolio may be
impossible or difficult to sell or unwind, particularly during times of market
turmoil. Illiquid securities and derivatives also may be difficult to value. If
the portfolio is forced to sell an illiquid asset or unwind a derivatives
position to meet redemption requests or other cash needs, the portfolio may be
forced to sell at a loss.


PORTFOLIO SELECTION RISK. The adviser's judgment about the quality, relative
yield, relative value or market trends affecting a particular sector or region,
market segment, security or about interest rates generally may prove to be
incorrect.


MORTGAGE-RELATED AND ASSET-BACKED SECURITIES RISK. The value of
mortgage-related and asset-backed securities will be influenced by factors
affecting the housing market and the assets underlying such securities. As a
result, during periods of declining asset value, difficult or frozen credit
markets, swings in interest rates, or deteriorating economic conditions,
mortgage-related and asset-backed securities may decline in value, face
valuation difficulties, become more volatile and/or become illiquid. These
securities are also subject to prepayment and extension risks. Some of these
securities may receive little or no collateral protection from the underlying
assets and are thus subject to the risk of default. The risk of such defaults
is generally higher in the case of mortgage-backed investments that include
so-called "sub-prime" mortgages. The structure of some of these securities may
be complex and there may be less available information than for other types of
debt securities. Upon the occurrence of certain triggering events or defaults,
the portfolio may become the holder of underlying assets at a time when those
assets may be difficult to sell or may be sold only at a loss.



                                       3
<PAGE>


Portfolio summary

RISKS OF INSTRUMENTS THAT ALLOW FOR BALLOON PAYMENTS OR NEGATIVE AMORTIZATION
PAYMENTS. Certain debt instruments allow for balloon payments or negative
amortization payments. Such instruments permit the borrower to avoid paying
currently a portion of the interest accruing on the instrument. While these
features make the debt instrument more affordable to the borrower in the near
term, they increase the risk that the borrower will be unable to make the
resulting higher payment or payments that become due at the maturity of the
loan.


RISKS OF SUBORDINATED SECURITIES. A holder of securities that are subordinated
or "junior" to more senior securities of an issuer is entitled to payment after
holders of more senior securities of the issuer. Subordinated securities are
more likely to suffer a credit loss than non-subordinated securities of the
same issuer, any loss incurred by the subordinated securities is likely to be
proportionately greater, and any recovery of interest or principal may take
more time. As a result, even a perceived decline in creditworthiness of the
issuer is likely to have a greater impact on them.

RISKS OF CONVERTIBLE SECURITIES. The market values of convertible securities
tend to decline as interest rates increase and, conversely, to increase as
interest rates decline. A downturn in equity markets may cause the price of
convertible securities to decrease relative to other fixed income securities.


PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses.

RISKS OF INVESTING IN INVERSE FLOATING RATE OBLIGATIONS. The interest rate on
inverse floating rate obligations will generally decrease as short-term
interest rates increase, and increase as short-term rates decrease. Due to
their leveraged structure, the sensitivity of the market value of an inverse
floating rate obligation to changes in interest rates is generally greater than
a comparable long-term bond issued by the same issuer and with similar credit
quality, redemption and maturity provisions. Inverse floating rate obligations
may be volatile and involve leverage risk.

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.


EQUITY SECURITIES RISK. Equity securities represent an ownership interest in an
issuer, rank junior in a company's capital structure to debt securities and
consequently may entail greater risk of loss than debt securities. Equity
securities are subject to the risk that stock prices may rise and fall in
periodic cycles and may perform poorly relative to other investments. This risk
may be greater in the short term.


                                       4
<PAGE>

RISKS OF INVESTING IN FLOATING RATE LOANS. Floating rate loans and similar
investments may be illiquid or less liquid than other investments. The value of
collateral, if any, securing a floating rate loan can decline or may be
insufficient to meet the issuer's obligations or may be difficult to liquidate.
No active trading market may exist for many floating rate loans, and many loans
are subject to restrictions on resale. Market quotations for these securities
may be volatile and/or subject to large spreads between bid and ask prices. Any
secondary market may be subject to irregular trading activity and extended
trade settlement periods.


RISKS OF INVESTING IN EVENT-LINKED BONDS. The return of principal and the
payment of interest on "event-linked" bonds are contingent on the
non-occurrence of a pre-defined "trigger" event, such as a hurricane or an
earthquake of a specific magnitude or other event that leads to physical or
economic loss. If a trigger event, as defined within the terms of an
event-linked bond, involves losses or other metrics exceeding a specific
magnitude in the geographic region and time period specified, the portfolio may
lose a portion or all of its accrued interest and/or principal invested in the
event-linked bond. In addition to the specified trigger events, event-linked
bonds may expose the portfolio to other risks, including but not limited to
issuer (credit) default, adverse regulatory or jurisdictional interpretations
and adverse tax consequences.


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


DERIVATIVES RISK. Using swaps, futures and other derivatives can increase
portfolio losses and reduce opportunities for gains when market prices,
interest rates or the derivative instruments themselves behave in a way not
anticipated by the portfolio. Using derivatives may increase the volatility of
the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.

CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative
instrument, involve special risks and may result in losses to the portfolio.
Credit default swaps may in some cases be illiquid, and they increase credit
risk since the portfolio has exposure to the issuer of the referenced
obligation and either the counterparty to the credit default swap or, if it is
a cleared transaction, the brokerage firm through which the trade was cleared
and the clearing organization that is the counterparty to that trade. In
addition, for cleared trades, the brokerage firm would impose margin
requirements and would be able to require termination of those trades in
certain circumstances. Certain credit default swaps will be required to be
traded on a regulated execution facility or contract market that makes them
available for trading. The transition to trading these swaps on such a facility
or contract market may not result in swaps being easier to trade or value and
may present certain execution risks if such a facility or contract market does
not operate properly. Swaps may be difficult to unwind or terminate. Certain
index-based credit default swaps are structured in tranches, whereby junior
tranches assume greater default risk than senior tranches. Once fully
implemented, new regulations may make swaps more costly, may limit their
availability, or may otherwise adversely affect the value or performance of
these instruments. The extent and impact of these regulations are not yet fully
known and may not be for some time.



                                       5
<PAGE>


Portfolio summary

LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


FORWARD FOREIGN CURRENCY TRANSACTIONS RISK. To the extent that the portfolio
enters into forward foreign currency transactions, it may not fully benefit
from or may lose money on the transactions if changes in currency rates do not
occur as anticipated or do not correspond accurately to changes in the value of
the portfolio's holdings, or if the counterparty defaults. Such transactions
may also prevent the portfolio from realizing profits on favorable movements in
exchange rates. Risk of counterparty default is greater for counterparties
located in emerging markets. The portfolio's ability to use forward foreign
currency transactions successfully depends on a number of factors, including
the forward foreign currency transactions being available at prices that are
not too costly, the availability of liquid markets, and the adviser's judgment
regarding the direction of changes in currency exchange rates.


RISKS OF ZERO COUPON BONDS, PAYMENT IN KIND, DEFERRED AND CONTINGENT PAYMENT
SECURITIES. These securities may be more speculative and may fluctuate more in
value than securities which pay income periodically and in cash. In addition,
although the portfolio receives no periodic cash payments on such securities,
the portfolio is deemed for tax purposes to receive income from such
securities, which applicable tax rules require the portfolio to distribute to
shareholders. Such distributions may be taxable when distributed to taxable
shareholders.

REPURCHASE AGREEMENT RISK. In the event that the other party to a repurchase
agreement defaults on its obligations, the portfolio may encounter delay and
incur costs before being able to sell the security. Such a delay may involve
loss of interest or a decline in price of the security. In addition, if the
portfolio is characterized by a court as an unsecured creditor, it would be at
risk of losing some or all of the principal and interest involved in the
transaction.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets
or that are valued using a fair value methodology. Investors who purchase or
redeem portfolio shares on days when the portfolio is holding fair-valued
securities may receive fewer or more shares or lower or higher redemption
proceeds than they would have received if the portfolio had not fair-valued the
security or had used a different valuation methodology.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class II shares from
calendar year to calendar year. The table shows the average annual total
returns for Class II shares of the portfolio over time and compares these
returns to the returns of the following indices: Bank of


                                       6
<PAGE>

America (BofA) Merrill Lynch High Yield Master II Index, the portfolio's
primary benchmark, and BofA Merrill Lynch All Convertibles Speculative Quality
Index, an unmanaged index of high yield U.S. convertible securities. The
primary benchmark is a broad-based measure of market performance that has
characteristics relevant to the portfolio's investment strategies.


The performance shown for Class II shares for periods prior to the commencement
of operations of Class II shares on May 1, 2001 is the performance of Class I
shares of the portfolio, reduced to reflect the higher distribution fee of
Class II shares.


The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.


ANNUAL RETURN CLASS II SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04      '05    '06    '07    '08      '09     '10     '11     '12     '13
<S>      <C>    <C>    <C>    <C>      <C>     <C>     <C>     <C>     <C>
  7.76   1.70   8.25   5.59   -35.63   60.03   17.67   -2.04   15.73   11.82
</TABLE>






For the period covered by the bar chart:
THE HIGHEST CALENDAR QUARTERLY RETURN WAS 25.34% (04/01/2009 TO 06/30/2009).
THE LOWEST CALENDAR QUARTERLY RETURN WAS -26.53% (10/01/2008 TO 12/31/2008).


AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                             1 YEAR   5 YEARS
                                                                                           -------- ---------
<S>                                                                                        <C>      <C>
Class II                                                                                    11.82     19.01
------------------------------------------------------------------------------------------  -----     -----
BofA Merrill Lynch High Yield Master II Index (reflects no deduction for fees, expenses or
taxes)                                                                                       7.42     18.65
------------------------------------------------------------------------------------------  -----     -----
BofA Merrill Lynch All Convertibles Speculative Quality Index (reflects no deduction for
fees, expenses or taxes)                                                                    22.90     10.19
------------------------------------------------------------------------------------------  -----     -----



<CAPTION>
                                                                                                            SINCE
                                                                                                        INCEPTION
                                                                                             10 YEARS  (05/01/00)
                                                                                           ---------- -----------
<S>                                                                                        <C>        <C>
Class II                                                                                       6.77         8.44
-------------------------------------------------------------------------------------------    ----         ----
BofA Merrill Lynch High Yield Master II Index (reflects no deduction for fees, expenses or
taxes)                                                                                         8.46         7.98
-------------------------------------------------------------------------------------------    ----         ----
BofA Merrill Lynch All Convertibles Speculative Quality Index (reflects no deduction for
fees, expenses or taxes)                                                                      24.05         5.79
-------------------------------------------------------------------------------------------   -----         ----
</TABLE>



                                       7
<PAGE>

Portfolio summary

MANAGEMENT



<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   Tracy Wright, (lead portfolio manager), senior vice president of Pioneer
                       (portfolio manager of the portfolio since 2007); Andrew Feltus, director of high
                       yield and senior vice president of Pioneer (portfolio manager of the portfolio
                       since 2007)
</TABLE>


TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       8
<PAGE>

More on the portfolio's investment objective
and strategies


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

The portfolio's investment objective may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objective.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its total assets in below
investment grade (high yield) debt securities and preferred stocks. Derivative
instruments that provide exposure to such high yield debt securities and
preferred stocks or have similar economic characteristics may be used to
satisfy the portfolio's 80% policy. Debt securities rated below investment
grade are commonly referred to as "junk bonds" and are considered speculative.
The portfolio may invest in high yield securities of any rating, including
securities where the issuer is in default or bankruptcy at the time of
purchase.


The portfolio will provide notice to shareholders at least 60 days prior to any
change to its policy to invest at least 80% of its assets in below investment
grade securities.

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

The portfolio may invest in investment grade and below investment grade
convertible bonds and preferred stocks that are convertible into the equity
securities of the issuer.

The portfolio may invest up to 20% of its net assets in inverse floating rate
obligations (a type of derivative instrument).

The portfolio may invest up to 20% of its net assets in common stock issued by
both U.S. and non-U.S. issuers and other equity investments, such as
exchange-traded funds (ETFs) that invest primarily in equity securities,
depositary receipts, warrants, rights and equity interests in real estate
investment trusts (REITs). The portfolio invests in equity securities, which
may or may not pay dividends, when Pioneer Investment Management, Inc.
(Pioneer), the portfolio's investment adviser, believes they are consistent
with the portfolio's investment objective of capital appreciation or to
diversify the portfolio.

The portfolio may invest up to 15% of its total assets in equity and debt
securities of non-U.S. issuers. The portfolio does not count securities of
Canadian issuers against the limit on investment in securities of non-U.S.
issuers.


The portfolio may invest a portion of its assets in mortgage-related
securities, including "sub-prime" mortgages, and asset-backed securities. The
portfolio also may invest a portion of its assets in subordinated debt
securities, event-linked bonds and other insurance-linked securities.


Pioneer uses a value approach to select the portfolio's investments. Using this
investment style, Pioneer seeks securities selling at reasonable prices or
substantial discounts to their underlying values and then holds these
securities for their incremental yields or until the market values reflect
their intrinsic values. Pioneer evaluates a security's potential value,
including the attractiveness of its market valuation, based on the company's
assets and prospects for earnings growth. In making that assessment, Pioneer
employs fundamental research and an evaluation of the issuer based on its
financial statements and operations. Pioneer also considers a security's
potential to provide income. In assessing the appropriate maturity, rating and
sector weighting of the portfolio, Pioneer considers a variety of factors that
are expected to influence economic activity and interest rates. These factors
include fundamental economic indicators, such as the


                                       9
<PAGE>

More on the portfolio's investment objective
and strategies

rates of economic growth and inflation, Federal Reserve monetary policy and the
relative value of the U.S. dollar compared to other currencies. Pioneer adjusts
sector weightings to reflect its outlook of the market for high yield
securities rather than using a fixed sector allocation. These adjustments occur
periodically as part of Pioneer's ongoing review of the portfolio. In making
these portfolio decisions, Pioneer relies on the knowledge, experience and
judgment of its staff and the staff of its affiliates who have access to a wide
variety of research.



BELOW INVESTMENT GRADE SECURITIES ("JUNK BONDS")

The portfolio may invest in debt securities rated below investment grade or, if
unrated, of equivalent quality as determined by Pioneer. A debt security is
below investment grade if it is rated BB or lower by Standard & Poor's
Financial Services LLC or the equivalent rating by another nationally
recognized statistical rating organization or determined to be of equivalent
credit quality by Pioneer. Debt securities rated below investment grade are
commonly referred to as "junk bonds" and are considered speculative. Below
investment grade debt securities involve greater risk of loss, are subject to
greater price volatility and are less liquid, especially during periods of
economic uncertainty or change, than higher quality debt securities. Below
investment grade securities also may be more difficult to value.


DEBT RATING CONSIDERATIONS
For purposes of the portfolio's credit quality policies, if a security receives
different ratings from nationally recognized statistical rating organizations,
the portfolio will use the rating chosen by the portfolio manager as most
representative of the security's credit quality. The ratings of nationally
recognized statistical rating organizations represent their opinions as to the
quality of the securities that they undertake to rate and may not accurately
describe the risks of the securities. A rating organization may have a conflict
of interest with respect to a security for which it assigns a quality rating.
In addition, there may be a delay between a change in the credit quality of a
security or other asset and a change in the quality rating assigned to the
security or other asset by a rating organization. If a rating organization
changes the quality rating assigned to one or more of the portfolio's
securities, Pioneer will consider if any action is appropriate in light of the
portfolio's investment objective and policies. An investor can still lose
significant amounts when investing in investment grade securities.


NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers emerging
market issuers to include issuers organized under the laws of an emerging
market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets, and emerging market governmental
issuers.


MORTGAGE-BACKED SECURITIES
The portfolio may invest in mortgage-backed securities. Mortgage-backed
securities may be issued by private issuers, by government-sponsored entities
such as the Federal National Mortgage Association (Fannie Mae) or Federal Home
Loan Mortgage Corporation (Freddie Mac) or by agencies of the U.S. government,
such as the Government National Mortgage Association (Ginnie Mae).
Mortgage-backed securities represent direct or indirect participation in, or
are collateralized by and payable from, mortgage loans secured by real
property. The portfolio's investments in mortgage-related securities may
include mortgage derivatives and structured securities.


The portfolio may invest in collateralized mortgage obligations (CMOs). A CMO
is a mortgage-backed bond that is issued in multiple classes, each with a
specified fixed or floating interest rate and a final scheduled distribution
date. The holder of an interest in a CMO is entitled to receive specified cash
flows from a pool of underlying mortgages or other mortgage-backed securities.
Depending upon the class of CMO purchased, the



                                       10
<PAGE>


holder may be entitled to payment before the cash flow from the pool is used to
pay holders of other classes of the CMO or, alternatively, the holder may be
paid only to the extent that there is cash remaining after the cash flow has
been used to pay other classes. A subordinated interest may serve as a credit
support for the senior securities purchased by other investors.



ASSET-BACKED SECURITIES
The portfolio may invest in asset-backed securities. Asset-backed securities
represent participations in, or are secured by and payable from, assets such as
installment sales or loan contracts, leases, credit card receivables and other
categories of receivables. The portfolio's investments in asset-backed
securities may include derivative and structured securities.


The portfolio may invest in asset-backed securities issued by special entities,
such as trusts, that are backed by a pool of financial assets. The portfolio
may invest in collateralized debt obligations (CDOs), which include
collateralized bond obligations (CBOs), collateralized loan obligations (CLOs)
and other similarly structured securities. A CDO is a trust backed by a pool of
fixed income securities. The trust typically is split into two or more
portions, called tranches, which vary in credit quality, yield, credit support
and right to repayment of principal and interest. Lower tranches pay higher
interest rates but represent lower degrees of credit quality and are more
sensitive to the rate of defaults in the pool of obligations. Certain CDOs may
use derivatives, such as credit default swaps, to create synthetic exposure to
assets rather than holding such assets directly.



SUBORDINATED SECURITIES
The portfolio may invest in securities that are subordinated or "junior" to
more senior securities of the issuer. The investor in a subordinated security
of an issuer is entitled to payment after other holders of debt in that issuer.



FLOATING RATE LOANS
Floating rate loans are provided by banks and other financial institutions to
large corporate customers. These loans are rated below investment grade, but
typically are secured with specific collateral and have a senior position in
the capital structure of the borrower. These loans typically have rates of
interest that are reset periodically by reference to a base lending rate, such
as the London Interbank Offered Rate (LIBOR), plus a premium.


INVERSE FLOATING RATE OBLIGATIONS
The portfolio may invest in inverse floating rate obligations (a type of
derivative instrument). The interest rate on inverse floating rate obligations
will generally decrease as short-term interest rates increase, and increase as
short-term rates decrease. Due to their leveraged structure, the sensitivity of
the market value of an inverse floating rate obligation to changes in interest
rates is generally greater than a comparable long-term bond issued by the same
issuer and with similar credit quality, redemption and maturity provisions.
Inverse floating rate obligations may be volatile and involve leverage risk.


EVENT-LINKED BONDS

The portfolio may invest in "event-linked" bonds, which sometimes are referred
to as "insurance-linked" or "catastrophe" bonds. Event-linked bonds are debt
obligations for which the return of principal and the payment of interest are
contingent on the non-occurrence of a pre-defined "trigger" event, such as a
hurricane or an earthquake of a specific magnitude or other event that leads to
physical or economic loss. For some event-linked bonds, the trigger event's
magnitude may be based on losses to a company or industry, industry indexes or
readings of scientific instruments rather than specified actual losses. The
portfolio is entitled to receive principal and interest payments so long as no
trigger event occurs of the description and magnitude specified by the
instrument.



                                       11
<PAGE>

More on the portfolio's investment objective
and strategies


Event-linked bonds may be issued by government agencies, insurance companies,
reinsurers, special purpose corporations or other on-shore or off-shore
entities. The portfolio may invest in interests in pooled entities that invest
primarily in event-linked bonds.


Event-linked bonds are typically rated by at least one nationally recognized
statistical rating agency, but also may be unrated. The rating for an
event-linked bond primarily reflects the rating agency's calculated probability
that a pre-defined trigger event will occur. This rating also assesses the
event-linked bond's credit risk and the model used to calculate the probability
of a trigger event.


DERIVATIVES

The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. The portfolio also may enter into
credit default swaps, which can be used to acquire or to transfer the credit
risk of a security or index of securities without buying or selling the
security or securities comprising the relevant index. A derivative is a
security or instrument whose value is determined by reference to the value or
the change in value of one or more securities, currencies, indices or other
financial instruments. The portfolio may use derivatives for a variety of
purposes, including:


oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative

oTo manage portfolio characteristics (for example, the duration or credit
  quality of the BAD CHARACTERportfolio)


The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.



REPURCHASE AGREEMENTS
In a repurchase agreement, the portfolio purchases securities from a
broker/dealer or a bank, called the counterparty, upon the agreement of the
counterparty to repurchase the securities from the portfolio at a later date,
and at a specified price, which is typically higher than the purchase price
paid by the portfolio. The securities purchased serve as the portfolio's
collateral for the obligation of the counterparty to repurchase the securities.
If the counterparty does not repurchase the securities, the portfolio is
entitled to sell the securities, but the portfolio may not be able to sell them
for the price at which they were purchased, thus causing a loss. Additionally,
if the counterparty becomes insolvent, there is some risk that the portfolio
will not have a right to the securities, or the immediate right to sell the
securities.


The portfolio also may enter into credit default swaps, which can be used to
acquire or to transfer the credit risk of a security without buying or selling
the security.


CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objective. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the adviser believes
securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


                                       12
<PAGE>

REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       13
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities; in particular, the values of some sovereign debt and of
securities of issuers that invest in sovereign debt and related investments
have fallen, credit has become more scarce worldwide and there has been
significant uncertainty in the markets. Governmental and non-governmental
issuers have defaulted on, or been forced to restructure, their debts; and many
other issuers have faced difficulties refinancing existing obligations. These
market conditions may continue, worsen or spread, including in the U.S., Europe
and beyond. Further defaults or restructurings by governments and others of
their debt could have additional adverse effects on economies, financial
markets and asset valuations around the world. In response to the crisis, the
U.S. and other governments and the Federal Reserve and certain foreign central
banks have taken steps to support financial markets, including by keeping
interest rates at historically low levels. More recently, the Federal Reserve
has reduced its market support activities. Further reduction or withdrawal of
this support, failure of efforts in response to the crisis, or investor
perception that such efforts are not succeeding could negatively affect
financial markets generally as well as increase market volatility and reduce
the value and liquidity of certain securities. This environment could make
identifying investment risks and opportunities especially difficult for the
adviser, and whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position. Particularly during periods of declining or illiquid
markets, the portfolio may experience periods of heavy redemptions that could
cause the portfolio to liquidate its assets at inopportune times or at a loss
or depressed value, and could cause the remaining shareholders in the portfolio
to lose money. Such redemption risk is greater to the extent that the portfolio
has investors with large shareholdings, short investment horizons or
unpredictable cash flow needs.

HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default.

INTEREST RATE RISK. When interest rates rise, the value of fixed income
securities generally falls. A change in interest rates will not have the same
impact on all fixed income securities. Generally, the longer the maturity or
duration of a fixed income security, the greater the impact of a rise in
interest rates on the security's value. Calculations of duration and maturity
may be based on estimates and may not reliably predict a security's price
sensitivity to changes in interest rates. Moreover, securities can change in
value in response to other factors, such as credit risk. In addition, different
interest rate measures (such as short- and long-term interest rates and U.S.
and foreign interest rates), or interest rates on different types of securities
or securities of



                                       14
<PAGE>


different issuers, may not necessarily change in the same amount or in the same
direction. When interest rates go down, the income received by the portfolio,
and the portfolio's yield, may decline. Interest rates in the U.S. recently
have been historically low, and are expected to rise.

Certain fixed income securities pay interest at variable or floating rates.
Variable rate securities tend to reset at specified intervals, while floating
rate securities may reset whenever there is a change in a specified index rate.
In most cases, these reset provisions reduce the impact of changes in market
interest rates on the value of the security. However, some securities do not
track the underlying index directly, but reset based on formulas that may
produce a leveraging effect; others may also provide for interest payments that
vary inversely with market rates. The market prices of these securities may
fluctuate significantly when interest rates change. Yield generated by the
portfolio may decline due to a decrease in market interest rates.

CREDIT RISK. If an obligor (such as the issuer itself or a party offering
credit enhancement) for a security held by the portfolio fails to pay,
otherwise defaults, is perceived to be less creditworthy, becomes insolvent or
files for bankruptcy, a security's credit rating is downgraded or the credit
quality or value of an underlying asset declines, the value of your investment
could decline. In addition, the portfolio may incur expenses to protect the
portfolio's interest in securities experiencing these events. Credit risk is
broadly gauged by the credit ratings of the securities in which the portfolio
invests. However, ratings are only the opinions of the companies issuing them
and are not guarantees as to quality.

PREPAYMENT OR CALL RISK. Many fixed income securities give the issuer the
option to prepay or call the security prior to its maturity date. Issuers often
exercise this right when interest rates fall. Accordingly, if the portfolio
holds a fixed income security that can be prepaid or called prior to its
maturity date, it will not benefit fully from the increase in value that other
fixed income securities generally experience when interest rates fall. Upon
prepayment of the security, the portfolio also would be forced to reinvest the
proceeds at then current yields, which would be lower than the yield of the
security that was prepaid or called. In addition, if the portfolio purchases a
fixed income security at a premium (at a price that exceeds its stated par or
principal value), the portfolio may lose the amount of the premium paid in the
event of prepayment.


EXTENSION RISK. During periods of rising interest rates, the average life of
certain types of securities may be extended because of slower than expected
principal payments. This may lock in a below market interest rate, increase the
security's duration (the estimated period until the security is paid in full)
and reduce the value of the security.

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


LIQUIDITY RISK. Liquidity risk exists when particular investments are
impossible or difficult to sell. Although most of the portfolio's securities
and other investments must be liquid at the time of investment, securities and
other investments may become illiquid after purchase by the portfolio,
particularly during periods of market turmoil. Markets may become illiquid
when, for instance, there are few, if any, interested buyers and sellers or
when dealers are unwilling to make a market for certain securities. When the
portfolio holds illiquid investments, its portfolio may be harder to value,
especially in changing markets. If the portfolio is forced to sell or unwind
these investments to meet redemptions or for other cash needs, the portfolio
may suffer a loss. In addition, when there is illiquidity in the market for
certain securities or other investments, the portfolio, due to limitations on
investments in illiquid securities, may be unable to achieve its desired level
of exposure to a certain sector. If an auction fails for an auction rate
security, there may be no secondary market for the security and the portfolio
may be forced to hold the security until the security is refinanced by the
issuer or a secondary market develops. To the extent the portfolio holds a
material percentage of the outstanding debt securities of an issuer, this
practice may impact adversely the liquidity and market value of those
investments.



                                       15
<PAGE>

More on the risks of investing in the portfolio

PORTFOLIO SELECTION RISK. The adviser's judgment about the quality, relative
yield, relative value or market trends affecting a particular sector or region,
market segment, security or about interest rates generally may prove to be
incorrect.


MORTGAGE-RELATED AND ASSET-BACKED SECURITIES RISK. The repayment of certain
mortgage-backed and asset-backed securities depends primarily on the cash
collections received from the issuer's underlying asset portfolio and, in
certain cases, the issuer's ability to issue replacement securities. As a
result, there could be losses to the portfolio in the event of credit or market
value deterioration in the issuer's underlying portfolio, mismatches in the
timing of the cash flows of the underlying asset interests and the repayment
obligations of maturing securities, or the issuer's inability to issue new or
replacement securities. These securities are also subject to prepayment and
extension risks. Upon the occurrence of certain triggering events or defaults,
the portfolio may become the holder of underlying assets at a time when those
assets may be difficult to sell or may be sold only at a loss. In the event of
a default, the value of the underlying collateral may be insufficient to pay
certain expenses, such as litigation and foreclosure expenses, and inadequate
to pay any principal or unpaid interest. Privately issued mortgage-backed and
asset-backed securities are not traded on an exchange and may have a limited
market. Without an active trading market, these securities may be particularly
difficult to value given the complexities in valuing the underlying collateral.


Certain mortgage-backed and asset-backed securities may pay principal only at
maturity or may represent only the right to receive payments of principal or
interest on the underlying obligations, but not both. The value of these types
of instruments may change more drastically than debt securities that pay both
principal and interest during periods of changing interest rates. Principal
only instruments generally increase in value if interest rates decline, but are
also subject to the risk of prepayment. Interest only instruments generally
increase in value in a rising interest rate environment when fewer of the
underlying obligations are prepaid. Interest only instruments could lose their
entire value in a declining interest rate environment if the underlying
obligations are prepaid.

Unlike mortgage-related securities issued or guaranteed by the U.S. government
or its agencies and instrumentalities, mortgage-related securities issued by
private issuers do not have a government or government-sponsored entity
guarantee (but may have other credit enhancement), and may, and frequently do,
have less favorable collateral, credit risk or other characteristics. The
portfolio may invest in other mortgage-related securities, including mortgage
derivatives and structured securities. These securities typically are not
secured by real property. Because these securities have embedded leverage
features, small changes in interest or prepayment rates may cause large and
sudden price movements. These securities also can become illiquid and difficult
to value in volatile or declining markets.

Mortgage-backed securities are particularly susceptible to prepayment and
extension risks, because prepayments on the underlying mortgages tend to
increase when interest rates fall and decrease when interest rates rise.

The value of mortgage-backed and asset-backed securities may be affected by
changes in credit quality or value of the mortgage loans or other assets that
support the securities. In addition, for mortgage-backed securities, when
market conditions result in an increase in the default rates on the underlying
mortgages and the foreclosure values of the underlying real estate are below
the outstanding amount of the underlying mortgages, collection of the full
amount of accrued interest and principal on these investments may be less
likely.


The portfolio may invest in CMOs. Principal prepayments on the underlying
mortgage loans may cause a CMO to be retired substantially earlier than its
stated maturity or final distribution date. If there are defaults on the
underlying mortgage loans, the portfolio will be less likely to receive
payments of principal and interest, and will be more likely to suffer a loss.
This risk may be increased to the extent the underlying mortgages include
sub-prime mortgages. As market conditions change, and particularly during
periods of rapid or unanticipated


                                       16
<PAGE>

changes in market interest rates, the attractiveness of a CMO class and the
ability of the structure to provide the anticipated investment characteristics
may be significantly reduced. Such changes can result in volatility in the
market value, and in some instances reduced liquidity, of a CMO class.


In response to the financial crisis that began in 2008, the Federal Reserve has
attempted to keep mortgage rates low by acting as a buyer of mortgage-backed
assets. It is anticipated that this support will end, and mortgage rates may
rise and prices of mortgage-backed securities may fall when that happens. To
the extent the portfolio's assets are invested in mortgage-backed securities,
returns to portfolio investors may decline.

Asset-backed securities are structured like mortgage-backed securities and are
subject to many of the same risks. The ability of an issuer of asset-backed
securities to enforce its security interest in the underlying asset or to
otherwise recover from the underlying obligor may be limited. Certain
asset-backed securities present a heightened level of risk because, in the
event of default, the liquidation value of the underlying assets may be
inadequate to pay any unpaid principal or interest.

RISKS OF INSTRUMENTS THAT ALLOW FOR BALLOON PAYMENTS OR NEGATIVE AMORTIZATION
PAYMENTS. Certain debt instruments allow for balloon payments or negative
amortization payments. Such instruments permit the borrower to avoid paying
currently a portion of the interest accruing on the instrument. While these
features make the debt instrument more affordable to the borrower in the near
term, they increase the risk that the borrower will be unable to make the
resulting higher payment or payments that become due at the maturity of the
loan.


RISKS OF SUBORDINATED SECURITIES. A holder of securities that are subordinated
or "junior" to more senior securities of an issuer is entitled to payment after
holders of more senior securities of the issuer. Subordinated securities are
more likely to suffer a credit loss than non-subordinated securities of the
same issuer, any loss incurred by the subordinated securities is likely to be
proportionately greater, and any recovery of interest or principal may take
more time. As a result, even a perceived decline in creditworthiness of the
issuer is likely to have a greater impact on them.

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


PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses. ETFs are bought
and sold based on market prices and can trade at a premium or a discount to the
ETF's net asset value.



                                       17
<PAGE>


More on the risks of investing in the portfolio

RISKS OF INVESTING IN INVERSE FLOATING RATE OBLIGATIONS. The interest rate on
inverse floating rate obligations will generally decrease as short-term
interest rates increase, and increase as short-term rates decrease. Due to
their leveraged structure, the sensitivity of the market value of an inverse
floating rate obligation to changes in interest rates is generally greater than
a comparable long-term bond issued by the same issuer and with similar credit
quality, redemption and maturity provisions. Inverse floating rate obligations
may be volatile and involve leverage risk.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:
oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable
oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


Additional risks of investing in emerging markets include:
oThe extent of economic development, political stability, market depth,
  infrastructure, capitalization and regulatory oversight can be less than in
  more developed markets
oEmerging market countries may experience rising interest rates, or, more
  significantly, rapid inflation or hyperinflation
oThe portfolio could experience a loss from settlement and custody practices in
  some emerging markets
oThe possibility that a counterparty may not complete a currency or securities
  transaction
oLow trading volumes may result in a lack of liquidity and in extreme price
  volatility

EQUITY SECURITIES RISK. Equity securities are subject to the risk that stock
prices may rise and fall in periodic cycles and may perform poorly relative to
other investments. This risk may be greater in the short term. Equity
securities represent an ownership interest in an issuer, rank junior in a
company's capital structure to debt securities and consequently may entail
greater risk of loss than fixed income securities.


                                       18
<PAGE>


RISKS OF INVESTING IN FLOATING RATE LOANS. Floating rate loans and similar
investments may be illiquid or less liquid than other investments. The value of
collateral, if any, securing a floating rate loan can decline or may be
insufficient to meet the issuer's obligations or may be difficult to liquidate.
No active trading market may exist for many floating rate loans, and many loans
are subject to restrictions on resale. Market quotations for these securities
may be volatile and/or subject to large spreads between bid and ask prices. Any
secondary market may be subject to irregular trading activity and extended
trade settlement periods. An economic downturn generally leads to a higher
non-payment rate, and a loan may lose significant value before a default
occurs.

RISKS OF INVESTING IN EVENT-LINKED BONDS. The return of principal and the
payment of interest on "event-linked" bonds are contingent on the
non-occurrence of a pre-defined "trigger" event, such as a hurricane or an
earthquake of a specific magnitude or other event that leads to physical or
economic loss. If a trigger event, as defined within the terms of an
event-linked bond, involves losses or other metrics exceeding a specific
magnitude in the geographic region and time period specified, the portfolio may
lose a portion or all of its accrued interest and/or principal invested in the
event-linked bond. In addition to the specified trigger events, event-linked
bonds may expose the portfolio to other risks, including but not limited to
issuer (credit) default, adverse regulatory or jurisdictional interpretations
and adverse tax consequences. Event-linked bonds are also subject to the risk
that the model used to calculate the probability of a trigger event was not
accurate and underestimated the likelihood of a trigger event. Upon the
occurrence or possible occurrence of a trigger event, and until the completion
of the processing and auditing of applicable loss claims, the portfolio's
investment in an event-linked bond may be priced using fair value methods. As a
relatively new type of financial instrument, there is limited trading history
for these securities, and there can be no assurance that a liquid market in
these instruments will develop. Lack of a liquid market may impose the risk of
higher transaction costs and the possibility that the portfolio may be forced
to liquidate positions when it would not be advantageous to do so.


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
subject to extensive government regulation.

Industries in the materials segment, such as chemicals, construction materials,
containers and packaging, metals and mining and paper and forest products, may
be significantly affected by the level and volatility of commodity prices,
currency rates, import controls and other regulations, labor relations, global
competition and resource depletion.

Industries in the industrials segment, such as companies engaged in the
production, distribution or service of products or equipment for manufacturing,
agriculture, forestry, mining and construction, can be significantly affected
by general economic trends, including such factors as employment and economic
growth, interest rate changes, changes in consumer spending, legislative and
governmental regulation and spending, import controls, commodity prices, and
worldwide competition.

Industries in the energy segment, such as those engaged in the development,
production and distribution of energy resources, can be significantly affected
by supply and demand both for their specific product or service and for energy
products in general. The price of oil, gas and other consumable fuels,
exploration and production spending, government regulation, world events and
economic conditions likewise will affect the performance of companies in these
industries.

Industries in the consumer discretionary segment, such as consumer durables,
hotels, restaurants, media, retailing and automobiles, may be significantly
affected by the performance of the overall economy, interest rates,
competition, consumer confidence and spending, and changes in demographics and
consumer tastes.


                                       19
<PAGE>

More on the risks of investing in the portfolio

Industries in the health care segment, such as health care supplies, health
care services, biotechnology and pharmaceuticals, may be significantly affected
by government regulation and reimbursement rates, approval of products by
government agencies, and patent expirations and litigation.


DERIVATIVES RISK. Using swaps, futures and other derivatives exposes the
portfolio to additional risks, may increase the volatility of the portfolio's
net asset value and may not provide the expected result. Derivatives may have a
leveraging effect on the portfolio, and they can disproportionately increase
losses and reduce opportunities for gain when market prices, interest rates or
currencies, or the derivative instruments themselves, behave in a way not
anticipated by the portfolio, especially in abnormal market conditions. Some
derivatives have the potential for unlimited loss, regardless of the size of
the portfolio's initial investment. If changes in a derivative's value do not
correspond to changes in the value of the portfolio's other investments or do
not correlate well with the underlying assets, rate or index, the portfolio may
not fully benefit from, or could lose money on, or could experience unusually
high expenses as a result of, the derivative position. Derivatives involve the
risk of loss if the counterparty defaults on its obligation or if the clearing
firm through which the derivative has been traded becomes insolvent. Certain
derivatives may be less liquid, which may reduce the returns of the portfolio
if it cannot sell or terminate the derivative at an advantageous time or price.
The portfolio also may have to sell assets at inopportune times to satisfy its
obligations. The portfolio may be unable to terminate or sell its derivative
positions. In fact, many over-the-counter derivative instruments will not have
liquidity beyond the counterparty to the instrument. Some derivatives may
involve the risk of improper valuation. The portfolio's use of derivatives may
also increase the amount of taxes payable by shareholders. Suitable derivatives
may not be available in all circumstances or at reasonable prices and may not
be used by the portfolio for a variety of reasons. Risks associated with the
use of derivatives are magnified to the extent that a large portion of the
portfolio's assets are committed to derivatives in general or are invested in
just one or a few types of derivatives. New regulations are changing the
derivatives markets. The regulations may make using derivatives more costly,
may limit their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the regulations are not yet fully known and
may not be for some time. The portfolio's ability to use certain derivative
instruments currently is limited by Commodity Futures Trading Commission rules.


CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative
instrument, involve special risks and may result in losses to the portfolio.
Credit default swaps may in some cases be illiquid, and they increase credit
risk since the portfolio has exposure to both the issuer of the referenced
obligation and the counterparty to the credit default swap. Swaps may be
difficult to unwind or terminate. Certain index-based credit default swaps are
structured in tranches, whereby junior tranches assume greater default risk
than senior tranches. The absence of a central exchange or market for swap
transactions has led, in some instances, to difficulties in trading and
valuation, especially in the event of market disruptions. New regulations
require many kinds of swaps to be executed through a regulated exchange or
market facility and cleared through a regulated clearinghouse. The
establishment of a centralized exchange or market for swap transactions may
disrupt or limit the swap market and may not result in swaps being easier to
trade or value. Market-traded swaps may become more standardized, and the
portfolio may not be able to enter into swaps that meet its investment needs.
The portfolio also may not be able to find a clearinghouse willing to accept
the swaps for clearing. The new regulations may make using swaps more costly,
may limit their availability, or may otherwise adversely affect their value or
performance. The portfolio will be required to trade many swaps through a
broker who is a member of the clearinghouse. The broker may require the
portfolio to post margin to the broker as a down payment on the portfolio's
obligations and may change the amount of margin required from time to time. The
fund may not be able to recover margin amounts if the broker has financial
difficulties. Also, the broker may require the portfolio to terminate a
derivatives position under certain circumstances. This



                                       20
<PAGE>


may cause the portfolio to lose money. The clearinghouse will be the
portfolio's counterparty for the derivatives trades. The portfolio will take
the risk that the counterparty defaults. The portfolio also may be exposed to
additional risks as a result of the new regulations. The extent and impact of
the new regulations are not yet fully known and may not be for some time.

LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.

FORWARD FOREIGN CURRENCY TRANSACTIONS RISK. To the extent that the portfolio
enters into forward foreign currency transactions, it may not fully benefit
from or may lose money on the transactions if changes in currency rates do not
occur as anticipated or do not correspond accurately to changes in the value of
the portfolio's holdings, or if the counterparty defaults. Such transactions
may also prevent the portfolio from realizing profits on favorable movements in
exchange rates. Risk of counterparty default is greater for counterparties
located in emerging markets. The portfolio's ability to use forward foreign
currency transactions successfully depends on a number of factors, including
the forward foreign currency transactions being available at prices that are
not too costly, the availability of liquid markets, and the adviser's judgment
regarding the direction of changes in currency exchange rates.

RISKS OF ZERO COUPON BONDS, PAYMENT IN KIND, DEFERRED AND CONTINGENT PAYMENT
SECURITIES. Zero coupon bonds (which do not pay interest until maturity) and
payment in kind securities (which pay interest in the form of additional
securities) may be more speculative and may fluctuate more in value than
securities which pay income periodically and in cash. These securities are more
likely to respond to changes in interest rates than interest-bearing securities
having similar maturities and credit quality. These securities are more
sensitive to the credit quality of the underlying issuer. Payment in kind
securities may be difficult to value because their continuing accruals require
judgments about the collectability of the deferred payments and the value of
any collateral. Deferred interest securities are obligations that generally
provide for a period of delay before the regular payment of interest begins and
are issued at a significant discount from face value. The interest rate on
contingent payment securities is determined by the outcome of an event, such as
the performance of a financial index. If the financial index does not increase
by a prescribed amount, the portfolio may receive no interest.

Unlike bonds that pay interest throughout the period to maturity, the portfolio
generally will realize no cash until maturity and, if the issuer defaults, the
portfolio may obtain no return at all on its investment. In addition, although
the portfolio receives no periodic cash payments on such securities, the
portfolio is deemed for tax purposes to receive income from such securities,
which applicable tax rules require the portfolio to distribute to shareholders.
Such distributions may be taxable when distributed to taxable shareholders and,
in addition, could reduce the portfolio's reserve position and require the
portfolio to sell securities and incur a gain or loss at a time it may not
otherwise want in order to provide the cash necessary for these distributions.

REPURCHASE AGREEMENT RISK. In the event that the other party to a repurchase
agreement defaults on its obligations, the portfolio may encounter delay and
incur costs before being able to sell the security. Such a delay may involve
loss of interest or a decline in price of the security. In addition, if the
portfolio is characterized by a court as an unsecured creditor, it would be at
risk of losing some or all of the principal and interest involved in the
transaction.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more



                                       21
<PAGE>


More on the risks of investing in the portfolio

subjective methods, such as fair value methodologies. Investors who purchase or
redeem portfolio shares on days when the portfolio is holding fair-valued
securities may receive fewer or more shares or lower or higher redemption
proceeds than they would have received if the portfolio had not fair-valued the
security or had used a different valuation methodology. The value of foreign
securities, certain fixed income securities and currencies, as applicable, may
be materially affected by events after the close of the market on which they
are valued, but before the portfolio determines its net asset value.

CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objective.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       22
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, selects the portfolio's
investments and oversees the portfolio's operations.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio is the responsibility of Tracy Wright
(lead portfolio manager) and Andrew Feltus. Ms. Wright and Mr. Feltus are
supported by the fixed income team. Members of this team manage other Pioneer
funds investing primarily in fixed income securities. The portfolio managers
and the team also may draw upon the research and investment management
expertise of the global research teams, which provide fundamental and
quantitative research on companies and include members from one or more of
Pioneer's affiliates. Ms. Wright, a senior vice president, joined Pioneer in
2004 as an analyst and has served as a portfolio manager of the portfolio since
2007. Mr. Feltus, director of high yield and a senior vice president, joined
Pioneer in 1994 and has served as a portfolio manager of the portfolio since
2007.


The portfolio's 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
the portfolio.


MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.65% of the portfolio's average daily net assets up to $1 billion and
0.60% of the portfolio's average daily net assets over $1 billion. The fee is
normally accrued daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.65% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


                                       23
<PAGE>

Management

DISTRIBUTION PLAN
The portfolio has adopted a distribution plan for Class II shares in accordance
with Rule 12b-1 under the Investment Company Act of 1940. Under the plan, the
portfolio pays to Pioneer Funds Distributor, Inc. a distribution fee of 0.25%
of the average daily net assets attributable to Class II shares. Because these
fees are an ongoing expense, over time they increase the cost of an investment
and the shares may cost more than shares that are subject to other types of
sales charges.


                                       24
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated.


The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.


Senior loans are valued at the mean between the last available bid and asked
prices for one or more brokers or dealers as obtained from an independent third
party pricing service. If no reliable prices are available from either the
primary or an alternative pricing service, broker quotes will be solicited.
Event linked bonds are valued at the bid price obtained from an independent
third party pricing service.


The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
approved by the Board of Trustees using a variety of techniques and methods.
The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily


                                       25
<PAGE>

Pricing of shares

available or may be unreliable - the portfolio may use fair value methods more
frequently than funds that primarily invest in securities that are more widely
traded. Valuing securities using fair value methods may cause the net asset
value of the portfolio's shares to differ from the net asset value that would
be calculated only using market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       26
<PAGE>

Shareholder information

ADDITIONAL PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       27
<PAGE>

Shareholder information

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       28
<PAGE>

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       29
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       30
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER HIGH YIELD VCT PORTFOLIO


CLASS II



<TABLE>
<CAPTION>
                                                                                        YEAR
                                                             YEAR        YEAR           ENDED           YEAR          YEAR
                                                             ENDED       ENDED        12/31/11          ENDED         ENDED
                                                           12/31/13    12/31/12    (CONSOLIDATED)     12/31/10      12/31/09
                                                          ----------  ----------  ----------------  ------------  ------------
<S>                                                       <C>         <C>         <C>               <C>           <C>
Net asset value, beginning of period                       $ 10.42     $  9.88        $ 10.61         $   9.51      $   6.45
                                                           -------     -------        -------         --------      --------
Increase (decrease) from investment operations:
 Net investment income                                     $  0.47     $  0.54        $  0.55         $   0.54      $   0.61
 Net realized and unrealized gain (loss) on investments       0.70        0.94          (0.75)            1.08          3.07
                                                           -------     -------        -------         --------      --------
  Net increase (decrease) from investment operations       $  1.17     $  1.48        $ (0.20)        $   1.62      $   3.68
Distributions to shareowners:
 Net investment income                                     $ (0.53)    $ (0.54)       $ (0.53)        $  (0.52)     $  (0.62)
 Net realized gain                                           (0.62)      (0.40)             -                -             -
                                                           -------     -------        -------         --------      --------
Total distributions                                        $ (1.15)    $ (0.94)       $ (0.53)        $  (0.52)     $  (0.62)
                                                           -------     -------        -------         --------      --------
Net increase (decrease) in net asset value                 $  0.02     $  0.54        $ (0.73)        $   1.10      $   3.06
                                                           -------     -------        -------         --------      --------
Net asset value, end of period                             $ 10.44     $ 10.42        $  9.88         $  10.61      $   9.51
                                                           -------     -------        -------         --------      --------
Total return*                                                11.82%      15.73%         (2.04)%          17.67%        60.03%
Ratio of total expenses to average net assets                 1.11%       1.12%          1.07%            1.04%         1.05%
Ratio of net investment income to average net assets          4.54%       5.10%          5.18%            5.67%         7.24%
Portfolio turnover rate                                         39%         44%            43%              33%           41%
Net assets, end of period (in thousands)                   $18,240     $13,124        $14,696         $ 15,582      $ 65,631
</TABLE>



*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.

NOTE: The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, separate account charges, and sales
    charges.


                                       31
<PAGE>

                                     Notes

                                       32
<PAGE>

                                     Notes

                                       33
<PAGE>

Pioneer Variable Contracts Trust
PIONEER HIGH YIELD VCT PORTFOLIO
CLASS II SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   19090-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>


<PAGE>

PIONEER IBBOTSON MODERATE ALLOCATION VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class I Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objectives
and strategies......................................... 12
More on the risks of investing in the portfolio........ 19
Management............................................. 32
Pricing of shares...................................... 34
Shareholder information................................ 36
Distributions and taxes................................ 39
Financial highlights................................... 40
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVES

Long-term capital growth and current income.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES PAID
(expenses that you pay each year as a percentage of the value of your investment)          CLASS I
------------------------------------------------------------------------------------------ --------
<S>                                                                                        <C>
Management Fees                                                                              0.14%
------------------------------------------------------------------------------------------   -----
Distribution and Service (12b-1) Fees                                                        0.00%
------------------------------------------------------------------------------------------   -----
Other Expenses                                                                               0.11%
------------------------------------------------------------------------------------------   -----
Acquired Fund Fees and Expenses /1/                                                          0.81%
------------------------------------------------------------------------------------------   -----
Total Annual Portfolio Operating Expenses Plus Acquired Fund Fees and Expenses /1/           1.06%
------------------------------------------------------------------------------------------   -----
Fee Waiver and Expense Reimbursement /2/                                                    -0.01%
------------------------------------------------------------------------------------------   -----
Total Annual Portfolio Operating Expenses After Fee Waiver and Expense Reimbursement Plus    1.05%
------------------------------------------------------------------------------------------   -----
  Acquired Fund Fees and Expenses1,2
------------------------------------------------------------------------------------------
</TABLE>


1 Total annual portfolio operating expenses in the table, before and after fee
  waiver and expense reimbursement, may be higher than the corresponding
  ratios of expenses to average net assets shown in the "Financial Highlights"
  section, which do not include acquired fund fees and expenses.


2 The portfolio's investment adviser has contractually agreed to limit ordinary
  operating expenses (ordinary operating expenses means all portfolio expenses
  other than extraordinary expenses, such as litigation, taxes, brokerage
  commissions and acquired fund fees and expenses) of Class I shares, based on
  the amount such expenses are reduced for another class of shares of the
  portfolio (0.01% for the fiscal year ended December 31, 2013). This expense
  limitation is in effect through May 1, 2015. There can be no assurance that
  the adviser will extend the expense limitation beyond such time. Net
  expenses for a Class may exceed the applicable expense limitation to the
  extent that the portfolio incurs excluded expenses. While in effect, the
  arrangement may be terminated only by agreement of the adviser and the Board
  of Trustees. The expense limitation does not limit the expenses of the
  underlying funds indirectly incurred by a shareholder.



EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same except for year one (which considers the
effect of the expense limitation). This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.


                                       1
<PAGE>

Portfolio summary

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



<TABLE>
<CAPTION>
            NUMBER OF YEARS YOU OWN YOUR
                       SHARES
            (WITH OR WITHOUT REDEMPTION)
          ---------------------------------
             1       3       5        10
          ------- ------- ------- ---------
<S>       <C>     <C>     <C>     <C>
Class I   $107    $336    $584    $1,293
--------- ----    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 10% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES
The portfolio is a "fund of funds." The portfolio seeks to achieve its
investment objective by investing in other funds ("underlying funds" or
"acquired funds") rather than direct positions in securities. The underlying
funds have their own investment objectives and principal investment strategies
and invest in a variety of U.S. and foreign equity, debt and money market
securities. Equity securities in which underlying funds invest include common
stocks, preferred stocks and equity securities with common stock
characteristics such as real estate investment trusts, and exchange-traded
funds that invest primarily in equity securities. Debt securities in which
underlying funds may invest include U.S. government securities, debt securities
of corporate and other issuers, mortgage- and asset backed securities and short
term debt securities. Underlying funds also may use derivatives, such as credit
default swaps.

Because this is a moderate allocation portfolio, the portfolio's assets will be
invested in equity and fixed income funds, although a portion of its assets
will be invested in cash, cash equivalents, or in money market funds. Under
normal circumstances, the portfolio expects to invest its assets among asset
classes in the following ranges. The portfolio's investment adviser may change
these allocation ranges from time to time without the approval of or notice to
shareholders. The fixed income fund allocation includes the portfolio's
investments in cash, cash equivalents and money market funds.


INVESTMENT STRATEGIES/ASSET CLASS TARGETS


<TABLE>
<CAPTION>
                                                       EQUITY FUND   FIXED INCOME FUND  ALTERNATIVES/COMMODITIES
                                                        ALLOCATION          ALLOCATION                ALLOCATION
                                                     ------------- ------------------- -------------------------
<S>                                                  <C>           <C>                 <C>
Pioneer Ibbotson Moderate Allocation VCT Portfolio        50-70%              30-50%                       0-4%
----------------------------------------------------       -----               -----                        ---
</TABLE>

The intended benefit of asset allocation is that the diversification provided
by allocating assets among asset classes, such as equity and debt securities,
reduces volatility over the long-term. The subadviser, subject to the
investment adviser's supervision, allocates the portfolio's assets among the
underlying funds using a two-step process. First, the subadviser seeks to
develop an optimal model allocation among underlying funds in different asset
classes using an analysis that looks at forecast returns, standard deviations
in historical returns and the correlation of the performance of different asset
classes. The subadviser then invests the assets in underlying funds that invest
in those asset classes. The subadviser's analysis in selecting and weighting
the underlying funds is based on quantitative and qualitative measures.
Periodically, the subadviser may recommend the rebalancing of the portfolio's
assets among asset classes and underlying funds. Decisions to sell shares of
the underlying funds are made for cash flow purposes, as a result of periodic
rebalancing of the portfolio's portfolio holdings, or as an adjustment to the
portfolio's target allocation.

From time to time the portfolio's investment adviser may select new or
different underlying funds other than those listed in the prospectus without
prior approval or notice to shareholders.


                                       2
<PAGE>

PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.

For purposes of this section, "the portfolio" means the portfolio or, where
applicable, an underlying fund.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The stock market may perform
poorly relative to other investments (this risk may be greater in the short
term). High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities worldwide. Governmental and non-governmental issuers have
defaulted on, or been forced to restructure, their debts, and many other
issuers have faced difficulties obtaining credit. These market conditions may
continue, worsen or spread, including in the U.S., Europe and beyond. Further
defaults or restructurings by governments and others of their debt could have
additional adverse effects on economies, financial markets and asset valuations
around the world. In response to the crisis, the U.S. and other governments and
the Federal Reserve and certain foreign central banks have taken steps to
support financial markets, including by keeping interest rates at historically
low levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and in other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.

FUND OF FUNDS STRUCTURE AND LAYERING OF FEES. The portfolio invests in the
underlying funds, which may themselves invest in other investment companies,
including exchange-traded funds (ETFs). Each underlying fund has its own
investment risks that can affect the value of the underlying funds' shares and
therefore the net asset value of the portfolio. In addition to the portfolio's
operating expenses, the portfolio indirectly pays a portion of the expenses
incurred by the underlying funds. Consequently, an investment in the portfolio
entails more direct and indirect expenses than a direct investment in the
underlying funds. Also, one underlying fund may buy the same security that
another underlying fund is selling. You would indirectly bear the costs of both
trades without achieving any investment purpose. These transactions may also
generate taxable gains. You may receive taxable distributions consisting of
gains from transactions by the underlying funds as well as gains from the
portfolio's transactions in shares of the underlying funds.


ALLOCATION RISK. The subadviser's evaluation of asset classes and market
sectors in developing an allocation model, and its selection and weighting of
underlying funds within the allocation model, may prove to be incorrect. To the
extent that the portfolio invests a significant percentage of its assets in any
one underlying fund, the portfolio will be subject to a greater degree to the
risks particular to that underlying fund, and may experience greater volatility
as a result.

ASSET CLASS VARIATION RISK. The underlying funds invest principally in the
securities constituting their asset class (i.e., equity or fixed income).
However, under normal market conditions, an underlying fund may vary the
percentage of its assets in these securities (subject to any applicable
regulatory requirements). Depending


                                       3
<PAGE>

Portfolio summary

upon the percentage of securities in a particular asset class held by the
underlying funds at any given time, and the percentage of the portfolio's
assets invested in various underlying funds, the portfolio's actual exposure to
the securities in a particular asset class may vary substantially from its
target asset allocation for that asset class.

EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.



PRINCIPAL RISKS OF INVESTING IN THE UNDERLYING FUNDS
 RISKS OF EQUITY INVESTMENTS. Equity securities are more volatile and carry
 more risks than some other forms of investment. Risks of investing in
 underlying equity funds may include:

   VALUE STYLE RISK. The prices of securities the adviser believes are
   undervalued may not appreciate as expected or may go down. Value stocks may
   fall out of favor with investors and underperform the overall equity
   market.

   GROWTH STYLE RISK. The portfolio's investments may not have the growth
   potential originally expected. Growth stocks may fall out of favor with
   investors and underperform the overall equity market.

   SMALL AND MID-SIZE COMPANIES RISK. Compared to large companies, small- and
   mid-size companies, and the market for their equity securities, may be more
   sensitive to changes in earnings results and investor expectations, have
   more limited product lines and capital resources, experience sharper swings
   in market values, have limited liquidity, be harder to value or to sell at
   the times and prices the adviser thinks appropriate, and offer greater
   potential for gain and loss.


   RISKS OF INVESTMENTS IN REITS. Investments in real estate securities are
   affected by economic conditions, interest rates, governmental actions and
   other factors. In addition, 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. REITs may have lower trading volumes
   and may be subject to more abrupt or erratic price movements than the
   overall securities markets. Mortgage REITs are particularly subject to
   interest rate and credit risks. In addition to its own expenses, the
   portfolio will indirectly bear its proportionate share of any management
   and other expenses paid by REITs in which it invests. Many real estate
   companies, including REITs, utilize leverage.

   PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates
   of return. Preferred stocks are subject to issuer-specific and market risks
   applicable generally to equity securities. In addition, a company's
   preferred stocks generally pay dividends only after the company makes
   required payments to holders of its bonds and other debt. Thus, the value
   of preferred stocks will usually react more strongly than bonds and other
   debt to actual or perceived changes in the company's financial condition or
   prospects. The market value of preferred stocks generally decreases when
   interest rates rise. Preferred stocks of smaller companies may be more
   vulnerable to adverse developments than preferred stock of larger
   companies.

   RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
   offerings (IPOs) generally have limited operating histories, and prospects
   for future profitability are uncertain. The market for IPO issuers has been
   volatile, and share prices of newly public companies have fluctuated
   significantly over short periods of time. Further, stocks of newly-public
   companies may decline shortly after the IPO. There is no assurance that the
   portfolio will have access to IPOs. The purchase of IPO shares may involve
   high transaction costs.



                                       4
<PAGE>


   RISKS OF WARRANTS AND RIGHTS. If the price of the underlying stock does not
   rise above the exercise price before the warrant expires, the warrant
   generally expires without any value and the portfolio loses any amount it
   paid for the warrant. The failure to exercise subscription rights to
   purchase common shares would result in the dilution of the portfolio's
   interest in the issuing company.


     RISKS OF FIXED INCOME INVESTMENTS. Risks of investing in underlying fixed
   income funds may include:


   INTEREST RATE RISK. Interest rates may go up, causing the value of the
   portfolio's investments to decline (this risk generally will be greater for
   securities with longer maturities). Interest rates in the U.S. recently
   have been historically low and may be expected to go back up.

   CREDIT RISK. If an issuer or guarantor of a security held by the portfolio
   or a counterparty to a financial contract with the portfolio defaults on
   its obligation to pay principal and/or interest, has its credit rating
   downgraded or is perceived to be less creditworthy, or the credit quality
   or value of any underlying assets declines, the value of your investment
   will decline. Credit risk is broadly gauged by the credit ratings of the
   securities in which the portfolio invests. However, ratings are only the
   opinions of the companies issuing them and are not guarantees as to
   quality.


   PREPAYMENT OR CALL RISK. Many issuers have a right to prepay their
   securities. If interest rates fall, an issuer may exercise this right. If
   this happens, the portfolio will be forced to reinvest prepayment proceeds
   at a time when yields on securities available in the market are lower than
   the yield on the prepaid security. The portfolio also may lose any premium
   it paid on the security.


   EXTENSION RISK. During periods of rising interest rates, the average life
   of certain types of securities may be extended because of slower than
   expected principal payments. This may lock in a below market interest rate,
   increase the security's duration and reduce the value of the security.


   U.S. GOVERNMENT AGENCY OBLIGATIONS RISK. The portfolio invests in
   obligations issued by agencies and instrumentalities of the U.S.
   government. Government-sponsored entities such as Federal National Mortgage
   Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie
   Mac) and the Federal Home Loan Banks (FHLBs), although chartered or
   sponsored by Congress, are not funded by congressional appropriations and
   the debt and mortgage-backed securities issued by them are neither
   guaranteed nor issued by the U.S. government. Such debt and mortgage-backed
   securities are subject to the risk of default on the payment of interest
   and/or principal, similar to debt of private issuers. Although the U.S.
   government has provided financial support to Fannie Mae and Freddie Mac in
   the past, there can be no assurance that it will support these or other
   government-sponsored entities in the future.


   MORTGAGE-RELATED AND ASSET-BACKED SECURITIES RISK. The value of
   mortgage-related and asset-backed securities will be influenced by factors
   affecting the housing market and the assets underlying such securities. As
   a result, during periods of declining asset value, difficult or frozen
   credit markets, swings in interest rates, or deteriorating economic
   conditions, mortgage-related and asset-backed securities may decline in
   value, face valuation difficulties, become more volatile and/or become
   illiquid. These securities are also subject to prepayment and extension
   risks. Some of these securities may receive little or no collateral
   protection from the underlying assets and are thus subject to the risk of
   default. The risk of such defaults is generally higher in the case of
   mortgage-backed investments that include so-called "sub-prime" mortgages.
   The structure of some of these securities may be complex and there may be
   less available information than for other types of debt securities. Upon
   the occurrence of certain triggering events or defaults, the portfolio may
   become the holder of underlying assets at a time when those assets may be
   difficult to sell or may be sold only at a loss.

   RISKS OF INSTRUMENTS THAT ALLOW FOR BALLOON PAYMENTS OR NEGATIVE
   AMORTIZATION PAYMENTS. Certain debt instruments allow for balloon payments
   or negative amortization payments. Such instruments permit the borrower to
   avoid paying currently a portion of the interest accruing on the
   instrument. While these



                                       5
<PAGE>


Portfolio summary

   features make the debt instrument more affordable to the borrower in the
   near term, they increase the risk that the borrower will be unable to make
   the resulting higher payment or payments that become due at the maturity of
   the loan.


   RISKS OF SUBORDINATED SECURITIES. A holder of securities that are
   subordinated or "junior" to more senior securities of an issuer is entitled
   to payment after holders of more senior securities of the issuer.
   Subordinated securities are more likely to suffer a credit loss than
   non-subordinated securities of the same issuer, any loss incurred by the
   subordinated securities is likely to be proportionately greater, and any
   recovery of interest or principal may take more time. As a result, even a
   perceived decline in creditworthiness of the issuer is likely to have a
   greater impact on them.


   HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
   grade, called "junk bonds," are speculative, have a higher risk of default
   or are already in default, tend to be less liquid and are more difficult to
   value than higher grade securities. Junk bonds tend to be volatile and more
   susceptible to adverse events and negative sentiments. These risks are more
   pronounced for securities that are already in default.

   RISKS OF INVESTING IN EVENT-LINKED BONDS. The return of principal and the
   payment of interest on "event-linked" bonds are contingent on the
   non-occurrence of a pre-defined "trigger" event, such as a hurricane or an
   earthquake of a specific magnitude or other event that leads to physical or
   economic loss. If a trigger event, as defined within the terms of an
   event-linked bond, involves losses or other metrics exceeding a specific
   magnitude in the geographic region and time period specified, the portfolio
   may lose a portion or all of its accrued interest and/or principal invested
   in the event-linked bond. In addition to the specified trigger events,
   event-linked bonds may expose the portfolio to other risks, including but
   not limited to issuer (credit) default, adverse regulatory or
   jurisdictional interpretations and adverse tax consequences.


   RISKS OF INVESTING IN FLOATING RATE LOANS. Floating rate loans and similar
   investments may be illiquid or less liquid than other investments. The
   value of collateral, if any, securing a floating rate loan can decline or
   may be insufficient to meet the issuer's obligations or may be difficult to
   liquidate. No active trading market may exist for many floating rate loans,
   and many loans are subject to restrictions on resale. Market quotations for
   these securities may be volatile and/or subject to large spreads between
   bid and ask prices. Any secondary market may be subject to irregular
   trading activity and extended trade settlement periods.


   RISKS OF INVESTING IN INVERSE FLOATING RATE OBLIGATIONS. The interest rate
   on inverse floating rate obligations will generally decrease as short-term
   interest rates increase, and increase as short-term rates decrease. Due to
   their leveraged structure, the sensitivity of the market value of an
   inverse floating rate obligation to changes in interest rates is generally
   greater than a comparable long-term bond issued by the same issuer and with
   similar credit quality, redemption and maturity provisions. Inverse
   floating rate obligations may be volatile and involve leverage risk.

   INFLATION-LINKED SECURITY RISK. The principal or interest of
   inflation-linked securities such as TIPS is adjusted periodically to a
   specified rate of inflation. The inflation index used may not accurately
   measure the real rate of inflation. Inflation-linked securities may lose
   value or interest payments on such securities may decline in the event that
   the actual rate of inflation is different than the rate of the inflation
   index, and losses may exceed those experienced by other debt securities
   with similar durations. The value of inflation-linked securities may not be
   directly correlated to changes in interest rates, for example if interest
   rates rise for reasons other than inflation.

   RISKS OF ZERO COUPON BONDS, PAYMENT IN KIND, DEFERRED AND CONTINGENT
   PAYMENT SECURITIES. These securities may be more speculative and may
   fluctuate more in value than securities which pay income periodically and
   in cash. In addition, although the portfolio receives no periodic cash
   payments



                                       6
<PAGE>


   on such securities, the portfolio is deemed for tax purposes to receive
   income from such securities, which applicable tax rules require the
   portfolio to distribute to shareholders. Such distributions may be taxable
   when distributed to taxable shareholders.

   REPURCHASE AGREEMENT RISK. In the event that the other party to a
   repurchase agreement defaults on its obligations, the portfolio may
   encounter delay and incur costs before being able to sell the security.
   Such a delay may involve loss of interest or a decline in price of the
   security. In addition, if the portfolio is characterized by a court as an
   unsecured creditor, it would be at risk of losing some or all of the
   principal and interest involved in the transaction.


 RISKS OF EQUITY AND FIXED INCOME INVESTMENTS. Risks of investing in underlying
 equity and fixed income funds may include:


   RISKS OF CONVERTIBLE SECURITIES. The market values of convertible
   securities tend to decline as interest rates increase and, conversely, to
   increase as interest rates decline. A downturn in equity markets may cause
   the price of convertible securities to decrease relative to other fixed
   income securities.


   PORTFOLIO SELECTION RISK. The adviser or subadviser's judgment about the
   attractiveness, relative value or potential appreciation of an equity
   security, or about the quality, relative yield or relative value of a fixed
   income security, or about a particular sector, region or market segment, or
   about an investment strategy, or about interest rates, may prove to be
   incorrect.


   LIQUIDITY RISK. Some securities and derivatives held by the portfolio may
   be impossible or difficult to sell or unwind particularly during times of
   market turmoil. Illiquid securities and derivatives also may be difficult
   to value. If the portfolio is forced to sell an illiquid asset or unwind a
   derivative position to meet redemption requests or other cash needs, the
   portfolio may be forced to sell at a loss.


   MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to
   time, investments in a market segment, the portfolio will be subject to a
   greater degree to the risks particular to that segment, and may experience
   greater market fluctuation than a portfolio without the same focus.


   RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
   issuers that have significant exposure to foreign markets, may involve
   unique risks compared to investing in securities of U.S. issuers. These
   risks are more pronounced for issuers in emerging markets or to the extent
   that the portfolio invests significantly in one region or country. These
   risks may include different financial reporting practices and regulatory
   standards, less liquid trading markets, extreme price volatility, currency
   risks, changes in economic, political, regulatory and social conditions,
   sustained economic downturns, financial instability, tax burdens, and
   investment and repatriation restrictions. Lack of information and less
   market regulation also may affect the value of these securities.
   Withholding and other non-U.S. taxes may decrease the portfolio's return.
   Non-U.S. issuers may be located in parts of the world that have
   historically been prone to natural disasters. Investing in depositary
   receipts is subject to many of the same risks as investing directly in
   non-U.S. issuers. Depositary receipts may involve higher expenses and may
   trade at a discount (or premium) to the underlying security.

   CURRENCY RISK. Because the portfolio may invest in non-U.S. currencies,
   securities denominated in non-U.S. currencies, and other currency-related
   investments, the portfolio is subject to currency risk, meaning that the
   portfolio could experience losses based on changes in the exchange rate
   between non-U.S. currencies and the U.S. dollar or as a result of currency
   conversion costs. Currency exchange rates can be volatile, and are affected
   by factors such as general economic conditions, the actions of the U.S. and
   foreign governments or central banks, the imposition of currency controls
   and speculation.

   FORWARD FOREIGN CURRENCY TRANSACTION RISK. To the extent that the portfolio
   enters into forward foreign currency transactions, it may not fully benefit
   from or may lose money on the transactions if changes in currency rates do
   not occur as anticipated or do not correspond accurately to changes in the
   value of the



                                       7
<PAGE>


Portfolio summary

   portfolio's holdings, or if the counterparty defaults. Such transactions
   may also prevent the portfolio from realizing profits on favorable
   movements in exchange rates. Risk of counterparty default is greater for
   counterparties located in emerging markets. The portfolio's ability to use
   forward foreign currency transactions successfully depends on a number of
   factors, including the forward foreign currency transactions being
   available at prices that are not too costly, the availability of liquid
   markets, and the adviser's judgment regarding the direction of changes in
   currency exchange rates.

   DERIVATIVES RISK. Using options, swaps, futures and other derivatives can
   increase portfolio losses and reduce opportunities for gains when market
   prices, interest rates or the derivative instruments themselves behave in a
   way not anticipated by the portfolio. Using derivatives may increase the
   volatility of the portfolio's net asset value and may not provide the
   result intended. Derivatives may have a leveraging effect on the portfolio.
   Some derivatives have the potential for unlimited loss, regardless of the
   size of the portfolio's initial investment. Changes in a derivative's value
   may not correlate well with the referenced asset or metric. The portfolio
   also may have to sell assets at inopportune times to satisfy its
   obligations. Derivatives may be difficult to sell, unwind or value, and the
   counterparty may default on its obligations to the portfolio. New
   regulations are changing the derivatives markets. The regulations may make
   using derivatives more costly, may limit their availability, or may
   otherwise adversely affect their value or performance. For derivatives that
   are required to be traded through a clearinghouse or exchange, the
   portfolio also will be exposed to the credit risk of the clearinghouse and
   the broker that submits trades for the portfolio. It is possible that
   certain derivatives that are required to be cleared, such as certain swap
   contracts, will not be accepted for clearing. In addition, regulated
   trading facilities for swap contracts are relatively new; they may not
   function as intended, which could impair the ability to enter into swap
   contracts. The extent and impact of the new regulations are not yet fully
   known and may not be for some time.

   CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of
   derivative instrument, involve special risks and may result in losses to
   the portfolio. Credit default swaps may in some cases be illiquid, and they
   increase credit risk since the portfolio has exposure to the issuer of the
   referenced obligation and either the counterparty to the credit default
   swap or, if it is a cleared transaction, the brokerage firm through which
   the trade was cleared and the clearing organization that is the
   counterparty to that trade. In addition, for cleared trades, the brokerage
   firm would impose margin requirements and would be able to require
   termination of those trades in certain circumstances. Certain credit
   default swaps will be required to be traded on a regulated execution
   facility or contract market that makes them available for trading. The
   transition to trading these swaps on such a facility or contract market may
   not result in swaps being easier to trade or value and may present certain
   execution risks if such a facility or contract market does not operate
   properly. Swaps may be difficult to unwind or terminate. Certain
   index-based credit default swaps are structured in tranches, whereby junior
   tranches assume greater default risk than senior tranches. Once fully
   implemented, new regulations may make swaps more costly, may limit their
   availability, or may otherwise adversely affect the value or performance of
   these instruments. The extent and impact of these regulations are not yet
   fully known and may not be for some time.


   LEVERAGING RISK. The value of your investment may be more volatile and
   other risks tend to be compounded if the portfolio borrows or uses
   derivatives or other investments, such as ETFs, that have embedded
   leverage. Leverage generally magnifies the effect of any increase or
   decrease in the value of the portfolio's underlying assets or creates
   investment risk with respect to a larger pool of assets than the portfolio
   would otherwise have, potentially resulting in the loss of all assets.
   Engaging in such transactions may cause the portfolio to liquidate
   positions when it may not be advantageous to do so to satisfy its
   obligations or meet segregation requirements.


   COMMODITY INVESTMENTS RISK. Certain underlying funds may invest directly or
   indirectly in commodities. Exposure to the commodities markets may subject
   the portfolio to greater volatility than investments in other securities.
   The value of commodity-linked notes and other commodity-linked derivatives
   may be



                                       8
<PAGE>


   affected by changes in overall market movements, commodity index
   volatility, changes in interest rates, or factors affecting a particular
   industry or commodity, such as drought, floods, weather, livestock disease,
   embargoes, tariffs and international economic, political and regulatory
   developments. The prices of energy, industrial metals, precious metals,
   agriculture and livestock sector commodities may fluctuate widely and
   rapidly due to factors such as changes in value, supply and demand and
   governmental regulatory policies. Commodity-related investments may be more
   volatile and less liquid than the underlying commodities, instruments or
   measures, which may make it difficult for such investments to be sold at a
   price acceptable to the adviser or to accurately value them.
   Commodity-related investments are subject to the credit risks associated
   with the issuer, and their values may decline substantially if the issuer's
   creditworthiness deteriorates. As a result, returns of commodity-linked
   investments may deviate significantly from the return of the underlying
   commodity, instruments or measures.


   NON-DIVERSIFICATION RISK. To the extent an underlying fund is not
   diversified, the underlying fund can invest a higher percentage of its
   assets in the securities of any one or more issuers than a diversified
   fund. Being non-diversified may magnify the portfolio's and the underlying
   fund's losses from adverse events affecting a particular issuer.

   PORTFOLIO TURNOVER RISK. If the portfolio does a lot of trading, it may
   incur additional operating expenses, which would reduce performance. A
   higher level of portfolio turnover may also cause taxable shareowners to
   incur a higher level of taxable income or capital gains.

Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class I shares from
calendar year to calendar year. The table shows the average annual total
returns for Class I shares of the portfolio over time and compares these
returns to the returns of the Standard & Poor's 500 Index and the Barclays
Capital Aggregate Bond Index, each a broad-based measure of market performance
that has characteristics relevant to the portfolio's investment strategies.

The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.

                                       9
<PAGE>

Portfolio summary

ANNUAL RETURN CLASS I SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]










<TABLE>
<CAPTION>
'06       '07    '08      '09     '10     '11     '12     '13
<S>       <C>    <C>      <C>     <C>     <C>     <C>     <C>
  10.71   5.95   -30.81   31.29   14.24   -1.95   11.77   16.52
</TABLE>






For the period covered by the bar chart:
THE HIGHEST CALENDAR QUARTERLY RETURN WAS 16.41% (04/01/2009 TO 06/30/2009).
THE LOWEST CALENDAR QUARTERLY RETURN WAS -18.17% (10/01/2008 TO 12/31/2008).


AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                                                   SINCE
                                                                                                               INCEPTION
                                                                                             1 YEAR   5 YEARS  (3/18/05)
                                                                                           -------- --------- ----------
<S>                                                                                        <C>      <C>       <C>

------------------------------------------------------------------------------------------ -----    -----     ----
Class I                                                                                     16.52     13.88      5.88
------------------------------------------------------------------------------------------ ------   -------   -------
Standard & Poor's 500 Index (reflects no deduction for fees, expenses or taxes)             32.39     17.94      7.38
------------------------------------------------------------------------------------------ ------   -------   -------
Barclays Capital Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)   -2.02      4.44      4.74
------------------------------------------------------------------------------------------ ------   -------   -------
</TABLE>


MANAGEMENT



<TABLE>
<S>                     <C>
INVESTMENT ADVISER      Pioneer Investment Management, Inc.
INVESTMENT SUBADVISER   Ibbotson Associates, Inc.
PORTFOLIO MANAGEMENT    Scott Wentsel, chief investment officer, Americas at Ibbotson (portfolio
                        manager of the portfolio since 2005); Brian Huckstep, portfolio manager at
                        Ibbotson (portfolio manager of the portfolio since 2005); Paul Arnold, senior
                        consultant at Ibbotson (portfolio manager of the portfolio since 2012)
</TABLE>


TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


                                       10
<PAGE>

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       11
<PAGE>

More on the portfolio's investment objectives
and strategies


INVESTMENT OBJECTIVES
Long-term capital growth and current income.

The portfolio's investment objectives may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objectives.


PRINCIPAL INVESTMENT STRATEGIES
The portfolio seeks to achieve its investment objectives by investing in other
funds ("underlying funds") and using asset allocation strategies to allocate
its assets among the underlying funds rather than direct positions in
securities.


ASSET ALLOCATION PROCESS
Pioneer Investment Management, Inc, (Pioneer) the portfolio's investment
adviser, allocates the portfolio's assets among the broad asset classes of
equity, fixed income and short-term (money market) investments by investing in
a distinctly weighted combination of underlying funds. These underlying funds,
in turn, invest in a variety of U.S. and foreign equity, fixed income and money
market securities. The intended benefit of asset allocation is that the
diversification provided by allocating assets among asset classes, such as
equity and debt securities, reduces volatility over the long-term.

Pioneer has engaged Ibbotson Associates, Inc. (Ibbotson) to act as subadviser
to the portfolio and allocate, subject to Pioneer's supervision, the
portfolio's assets among the underlying funds. Ibbotson uses a two-step asset
allocation process:

First, Ibbotson seeks to develop an optimal model allocation among underlying
funds in different asset classes using an analysis that looks at forecast
returns, standard deviations in historical returns and the correlation of the
performance of different asset classes. The goal of this process is to identify
a combination of investments in different asset classes that is expected to
maximize return for a given level of risk or minimize risk for a given level of
return.

Having determined the allocation of the portfolio's assets among the asset
classes, Ibbotson then invests the assets in underlying funds that invest in
those asset classes. Pioneer and Ibbotson agree from time to time upon the
universe of mutual funds that Ibbotson may consider when making allocation
decisions. Ibbotson's analysis in selecting and weighting the underlying funds
from that universe includes historical returns-based style analysis, asset
performance, regression and attribution analyses, manager interviews, relative
and absolute performance, including correlations with other underlying funds as
well as corresponding benchmarks, and historical volatility (the variability of
returns from one period to the next). Ibbotson seeks a combination of
underlying funds that it believes will optimize returns, given the portfolio's
risk profile. When considering equity funds, Ibbotson focuses on the underlying
funds' foreign and domestic exposure, market capitalization ranges, and
investment style (growth vs. value). When considering bond funds, Ibbotson's
primary focus is the overall level of risk in the type of fixed income
securities in which the underlying funds invest and on maximizing current
income and long-term capital growth.

Based on the target allocations, the portfolio will invest the proceeds from
the sale of its shares, reinvested dividends from the underlying funds and
other income, and redeem investments in the underlying funds to provide the
cash necessary to satisfy redemption requests for fund shares. However, the
portion of the portfolio's net assets represented by an underlying fund or
asset class could differ substantially over time from the target allocation as
the underlying funds' asset values change due to market movements and portfolio
management decisions.


                                       12
<PAGE>

Periodically, Ibbotson will re-evaluate the portfolio's target asset allocation
and may recommend the rebalancing of the portfolio's assets among asset classes
and underlying funds to reflect changes in the target allocations or to
reallocate the portfolio's holdings to match the target allocation. The
portfolio may change its target allocation to each asset class, the underlying
funds in each asset class (including adding or deleting funds) or target
allocations to each underlying fund without prior approval from or notice to
shareholders.

Decisions to sell shares of the underlying funds are made for cash flow
purposes, such as redemptions or expenses, as a result of periodic rebalancing
of the portfolio's portfolio holdings, or as an adjustment to an underlying
fund's target allocation based on Ibbotson's view of the portfolio's
characteristics and other allocation criteria.

The following is a general guide regarding the anticipated allocation of assets
of the portfolio among broad asset classes. Pioneer may change these allocation
ranges from time to time without the approval of or notice to shareholders.

The fixed income allocation includes the portfolio's investments in cash, cash
equivalents, or money market funds.


INVESTMENT STRATEGIES/ASSET CLASS TARGETS


<TABLE>
<CAPTION>
                                                       EQUITY FUND   FIXED INCOME FUND  ALTERNATIVES/COMMODITIES
                                                        ALLOCATION          ALLOCATION                ALLOCATION
                                                     ------------- ------------------- -------------------------
<S>                                                  <C>           <C>                 <C>
Pioneer Ibbotson Moderate Allocation VCT Portfolio        50-70%              30-50%                       0-4%
----------------------------------------------------       -----               -----                        ---
</TABLE>

Based upon the analysis described above under "Asset allocation process," the
portfolio expects to invest its assets in underlying mutual funds within the
ranges set forth below. The underlying funds in which the portfolio intends to
invest may change from time to time and the portfolio may invest in underlying
funds in addition to those described in this prospectus at the discretion of
Pioneer without prior notice to or approval of shareholders. The investment
policies of the various underlying funds are described in the section called
"Information about the underlying funds," which is attached as Appendix A at
the end of, and is considered part of, this prospectus.

Under an exemptive order issued to Pioneer by the Securities and Exchange
Commission and recently adopted rules, the portfolio may invest in underlying
funds that are either managed by Pioneer or managed by an adviser not
associated with Pioneer. Pioneer and Ibbotson may add other funds that are not
managed by Pioneer to the list of potential underlying funds in the future. It
is anticipated that underlying funds managed by Pioneer will at all times
represent a significant portion of the portfolio's investments.



<TABLE>
<CAPTION>
                                              PIONEER IBBOTSON
                                           MODERATE ALLOCATION
UNDERLYING FUND NAME                             VCT PORTFOLIO
----------------------------------------- --------------------
<S>                                       <C>
Pioneer Fund                                            0-30%
-----------------------------------------                ----
Pioneer Oak Ridge Large Cap Growth Fund                 0-30%
-----------------------------------------                ----
Pioneer Fundamental Growth Fund                         0-30%
-----------------------------------------                ----
Pioneer Disciplined Growth Fund                         0-30%
-----------------------------------------                ----
Pioneer Disciplined Value Fund                          0-30%
-----------------------------------------                ----
Pioneer Core Equity Fund                                0-30%
-----------------------------------------                ----
Pioneer Select Mid Cap Growth Fund                      0-30%
-----------------------------------------                ----
Pioneer Mid Cap Value Fund                              0-30%
-----------------------------------------                ----
Pioneer Oak Ridge Small Cap Growth Fund                 0-30%
-----------------------------------------                ----
Pioneer Global Equity Fund                              0-30%
-----------------------------------------                ----
Pioneer International Value Fund                        0-30%
-----------------------------------------                ----
Pioneer Emerging Markets Fund                           0-30%
-----------------------------------------                ----
</TABLE>


                                       13
<PAGE>

More on the portfolio's investment objectives
and strategies



<TABLE>
<CAPTION>
                                                       PIONEER IBBOTSON
                                                    MODERATE ALLOCATION
UNDERLYING FUND NAME                                      VCT PORTFOLIO
-------------------------------------------------- --------------------
<S>                                                <C>
Pioneer Real Estate Shares                                  0-30%
--------------------------------------------------          ----
Pioneer Equity Income Fund                                  0-30%
--------------------------------------------------          ----
Pioneer Government Income Fund                              0-30%
--------------------------------------------------          ----
Pioneer High Yield Fund                                     0-30%
--------------------------------------------------          ----
Pioneer Global Multisector Income Fund                      0-30%
--------------------------------------------------          ----
Pioneer Global High Yield Fund                              0-30%
--------------------------------------------------          ----
Pioneer Bond Fund                                           0-30%
--------------------------------------------------          ----
Pioneer Strategic Income Fund                               0-30%
--------------------------------------------------          ----
Pioneer Dynamic Credit Fund                                 0-30%
--------------------------------------------------          ----
Pioneer Multi-Asset Ultrashort Income Fund                  0-30%
--------------------------------------------------          ----
Pioneer Floating Rate Fund                                  0-30%
--------------------------------------------------          ----
Pioneer Short Term Income Fund                              0-30%
--------------------------------------------------          ----
Pioneer Cash Reserves Fund                                  0-30%
--------------------------------------------------          ----
Invesco International Growth Fund                           0-30%
--------------------------------------------------          ----
Invesco Global Small & Mid Cap Growth Fund                  0-30%
--------------------------------------------------          ----
Invesco Global Real Estate Fund                             0-30%
--------------------------------------------------          ----
Invesco Select Companies Fund                               0-30%
--------------------------------------------------          ----
BlackRock Capital Appreciation Fund, Inc.                   0-30%
--------------------------------------------------          ----
BlackRock International Index Fund                          0-30%
--------------------------------------------------          ----
BlackRock Value Opportunities Fund, Inc.                    0-30%
--------------------------------------------------          ----
Oppenheimer Main Street Small- & Mid-Cap Fund               0-30%
--------------------------------------------------          ----
Oppenheimer Commodity Strategy Total Return Fund             0-4%
--------------------------------------------------          ----
</TABLE>


PRINCIPAL INVESTMENTS BY UNDERLYING FUNDS
The underlying funds may invest in some or all of the following securities.
Certain equity underlying funds may invest a limited portion of their assets in
fixed income securities. Fixed income underlying funds primarily invest in debt
securities. For purposes of this section, "the portfolio" means the portfolio
and, where applicable, an underlying fund.


INVESTMENTS IN EQUITY SECURITIES
     EQUITY SECURITIES
 The portfolio may invest in equity securities. Equity securities in which the
 portfolio invests include common stocks and securities with common stock
 characteristics, such as exchange-traded funds (ETFs) that invest primarily in
 equity securities, depositary receipts, warrants, rights, equity interests in
 real estate investment trusts (REITs) and preferred stocks.

     INVESTMENTS IN REITS
 REITs are companies that invest primarily in income producing real estate or
 real estate related loans or interests. Some REITs invest directly in real
 estate and derive their income from the collection of rents and capital gains
 on the sale of properties. Other REITs invest primarily in mortgages,
 including "sub-prime" mortgages, secured by real estate and derive their
 income from collection of interest.


                                       14
<PAGE>

INVESTMENTS IN FIXED INCOME SECURITIES
     DEBT SECURITIES
 The portfolio may invest in debt securities. Debt securities in which the
 portfolio invests include U.S. government securities, debt securities of
 corporate and other issuers, mortgage- and asset-backed securities and
 short-term debt securities. The portfolio may acquire debt securities that are
 investment grade and may invest in below investment grade debt securities
 (known as "junk bonds") including below investment grade convertible debt
 securities. A debt security is investment grade if it is rated in one of the
 top four categories by a nationally recognized statistical rating organization
 or determined to be of equivalent credit quality by the adviser.

     U.S. GOVERNMENT AGENCY SECURITIES
 The portfolio may invest in U.S. government securities. U.S. government
 securities include obligations: directly issued by or supported by the full
 faith and credit of the U.S. government, like Treasury bills, notes and bonds
 and Government National Mortgage Association certificates; supported by the
 right of the issuer to borrow from the U.S. Treasury, like those of the
 Federal Home Loan Banks; supported by the discretionary authority of the U.S.
 government to purchase the agency's securities like those of the Federal
 National Mortgage Association; or supported only by the credit of the issuer
 itself, like the Tennessee Valley Authority.

     MORTGAGE-BACKED SECURITIES
 The portfolio may invest in mortgage-backed securities. Mortgage-backed
 securities may be issued by private issuers, by government-sponsored entities
 such as the Federal National Mortgage Association (Fannie Mae) or Federal Home
 Loan Mortgage Corporation (Freddie Mac) or by agencies of the U.S. government,
 such as the Government National Mortgage Association (Ginnie Mae).
 Mortgage-backed securities represent direct or indirect participation in, or
 are collateralized by and payable from, mortgage loans secured by real
 property. The portfolio's investments in mortgage-related securities may
 include mortgage derivatives and structured securities.


 The portfolio may invest in collateralized mortgage obligations (CMOs). A CMO
 is a mortgage-backed bond that is issued in multiple classes, each with a
 specified fixed or floating interest rate and a final scheduled distribution
 date. The holder of an interest in a CMO is entitled to receive specified cash
 flows from a pool of underlying mortgages or other mortgage-backed securities.
 Depending upon the class of CMO purchased, the holder may be entitled to
 payment before the cash flow from the pool is used to pay holders of other
 classes of the CMO or, alternatively, the holder may be paid only to the
 extent that there is cash remaining after the cash flow has been used to pay
 other classes. A subordinated interest may serve as a credit support for the
 senior securities purchased by other investors.


     ASSET-BACKED SECURITIES
 The portfolio may invest in asset-backed securities. Asset-backed securities
 represent participations in, or are secured by and payable from, assets such
 as installment sales or loan contracts, leases, credit card receivables and
 other categories of receivables. The portfolio's investments in asset-backed
 securities may include derivative and structured securities.


 The portfolio may invest in asset-backed securities issued by special
 entities, such as trusts, that are backed by a pool of financial assets. The
 portfolio may invest in collateralized debt obligations (CDOs), which include
 collateralized bond obligations (CBOs), collateralized loan obligations (CLOs)
 and other similarly structured securities. A CDO is a trust backed by a pool
 of fixed income securities. The trust typically is split into two or more
 portions, called tranches, which vary in credit quality, yield, credit support
 and right to repayment of principal and interest. Lower tranches pay higher
 interest rates but represent lower degrees of credit quality and are more
 sensitive to the rate of defaults in the pool of obligations. Certain CDOs may
 use derivatives, such as credit default swaps, to create synthetic exposure to
 assets rather than holding such assets directly.



                                       15
<PAGE>

More on the portfolio's investment objectives
and strategies

     SUBORDINATED SECURITIES
 The portfolio may invest in securities that are subordinated or "junior" to
 more senior securities of the issuer. The investor in a subordinated security
 of an issuer is entitled to payment after other holders of debt in that
 issuer.


     BELOW INVESTMENT GRADE SECURITIES ("JUNK BONDS")

 The portfolio may invest in debt securities rated below investment grade or,
 if unrated, of equivalent quality as determined by Pioneer. A debt security is
 below investment grade if it is rated BB or lower by Standard & Poor's
 Financial Services LLC or the equivalent rating by another nationally
 recognized statistical rating organization or determined to be of equivalent
 credit quality by Pioneer. Debt securities rated below investment grade are
 commonly referred to as "junk bonds" and are considered speculative. Below
 investment grade debt securities involve greater risk of loss, are subject to
 greater price volatility and are less liquid, especially during periods of
 economic uncertainty or change, than higher quality debt securities. Below
 investment grade securities also may be more difficult to value.

     DEBT RATING CONSIDERATIONS
 For purposes of the portfolio's credit quality policies, if a security
 receives different ratings from nationally recognized statistical rating
 organizations, the portfolio will use the rating chosen by the portfolio
 manager as most representative of the security's credit quality. The ratings
 of nationally recognized statistical rating organizations represent their
 opinions as to the quality of the securities that they undertake to rate and
 may not accurately describe the risks of the securities. A rating organization
 may have a conflict of interest with respect to a security for which it
 assigns a quality rating. In addition, there may be a delay between a change
 in the credit quality of a security or other asset and a change in the quality
 rating assigned to the security or other asset by a rating organization. If a
 rating organization changes the quality rating assigned to one or more of the
 portfolio's portfolio securities, Pioneer will consider if any action is
 appropriate in light of the portfolio's investment objectives and policies. An
 investor can still lose significant amounts when investing in investment grade
 securities.

     EVENT-LINKED BONDS

 The portfolio may invest in "event-linked" bonds, which sometimes are referred
 to as "insurance-linked" or "catastrophe" bonds. Event-linked bonds are debt
 obligations for which the return of principal and the payment of interest are
 contingent on the non-occurrence of a pre-defined "trigger" event, such as a
 hurricane or an earthquake of a specific magnitude or other event that leads
 to physical or economic loss. For some event-linked bonds, the trigger event's
 magnitude may be based on losses to a company or industry, industry indexes or
 readings of scientific instruments rather than specified actual losses. The
 portfolio is entitled to receive principal and interest payments so long as no
 trigger event occurs of the description and magnitude specified by the
 instrument.

 Event-linked bonds may be issued by government agencies, insurance companies,
 reinsurers, special purpose corporations or other on-shore or off-shore
 entities. The portfolio may invest in interests in pooled entities that invest
 primarily in event-linked bonds.


 Event-linked bonds are typically rated by at least one nationally recognized
 statistical rating agency, but also may be unrated. The rating for an
 event-linked bond primarily reflects the rating agency's calculated
 probability that a pre-defined trigger event will occur. This rating also
 assesses the event-linked bond's credit risk and the model used to calculate
 the probability of a trigger event.

     FLOATING RATE LOANS
 Floating rate loans are provided by banks and other financial institutions to
 large corporate customers. These loans are rated below investment grade, but
 typically are secured with specific collateral and have a senior position in
 the capital structure of the borrower. These loans typically have rates of
 interest that are reset periodically by reference to a base lending rate, such
 as the London Interbank Offered Rate (LIBOR), plus a premium.


                                       16
<PAGE>

     INVERSE FLOATING RATE OBLIGATIONS
 The portfolio may invest in inverse floating rate obligations (a type of
 derivative instrument). The interest rate on inverse floating rate obligations
 will generally decrease as short-term interest rates increase, and increase as
 short-term rates decrease. Due to their leveraged structure, the sensitivity
 of the market value of an inverse floating rate obligation to changes in
 interest rates is generally greater than a comparable long-term bond issued by
 the same issuer and with similar credit quality, redemption and maturity
 provisions. Inverse floating rate obligations may be volatile and involve
 leverage risk.


EQUITY AND FIXED INCOME INVESTMENTS
     NON-U.S. INVESTMENTS

 The portfolio may invest in securities of non-U.S. issuers, including
 securities of emerging markets issuers. Non-U.S. issuers are issuers that are
 organized and have their principal offices outside of the United States.
 Non-U.S. securities may be issued by non-U.S. governments, banks or
 corporations, or private issuers, and certain supranational organizations,
 such as the World Bank and the European Union. The fund considers emerging
 market issuers to include issuers organized under the laws of an emerging
 market country, issuers with a principal office in an emerging market country,
 issuers that derive at least 50% of their gross revenues or profits from goods
 or services produced in emerging markets, and emerging market governmental
 issuers.


     DERIVATIVES

 The portfolio may, but is not required to, use futures and options on
 securities, indices and currencies, forward foreign currency exchange
 contracts, swaps and other derivatives. The portfolio also may enter into
 credit default swaps, which can be used to acquire or to transfer the credit
 risk of a security or index of securities without buying or selling the
 security or securities comprising the relevant index. A derivative is a
 security or instrument whose value is determined by reference to the value or
 the change in value of one or more securities, currencies, indices or other
 financial instruments. The portfolio may use derivatives for a variety of
 purposes, including:


  - In an attempt to hedge against adverse changes in the market prices of
    securities, interest rates or currency exchange rates

  - As a substitute for purchasing or selling securities

  - To attempt to increase the portfolio's return as a non-hedging strategy
    that may be considered speculative


  - To manage portfolio characteristics (for example, exposure to various
    market segments or the duration or credit quality of the portfolio)


 The portfolio may choose not to make use of derivatives for a variety of
 reasons, and any use may be limited by applicable law and regulations.

     CASH MANAGEMENT AND TEMPORARY INVESTMENTS
 Normally, the portfolio invests substantially all of its assets to meet its
 investment objectives. The portfolio may invest the remainder of its assets in
 securities with remaining maturities of less than one year or cash
 equivalents, or may hold cash. For temporary defensive purposes, including
 during periods of unusual cash flows, the portfolio may depart from its
 principal investment strategies and invest part or all of its assets in these
 securities or may hold cash. The portfolio may adopt a defensive strategy when
 the adviser or subadviser believes securities in which the portfolio normally
 invests have special or unusual risks or are less attractive due to adverse
 market, economic, political or other conditions. During such periods, it may
 be more difficult for the portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio and each underlying fund may also use other techniques, including the
following non-principal investment strategies.


                                       17
<PAGE>

More on the portfolio's investment objectives
and strategies

REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance. A higher level of portfolio turnover may also cause taxable
shareowners to incur a higher level of taxable income or capital gains.


                                       18
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.

For purposes of this section, "the portfolio" means the portfolio or, where
applicable, an underlying fund.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. The stock market may perform poorly relative to other investments
(this risk may be greater in the short term). High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities; in particular, the
values of some sovereign debt and of securities of issuers that invest in
sovereign debt and related investments have fallen, credit has become more
scarce worldwide and there has been significant uncertainty in the markets.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts; and many other issuers have faced difficulties
refinancing existing obligations. These market conditions may continue, worsen
or spread, including in the U.S., Europe and beyond. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that such efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. This environment could make identifying investment risks and
opportunities especially difficult for the adviser, and whether or not the
portfolio invests in securities of issuers located in or with significant
exposure to countries experiencing economic and financial difficulties, the
value and liquidity of the portfolio's investments may be negatively affected.
In addition, policy and legislative changes in the U.S. and in other countries
are affecting many aspects of financial regulation. The impact of these changes
on the markets, and the practical implications for market participants, may not
be fully known for some time. The portfolio may experience a substantial or
complete loss on any individual security or derivative position. Particularly
during periods of declining or illiquid markets, the portfolio may experience
periods of heavy redemptions that could cause the portfolio to liquidate its
assets at inopportune times or at a loss or depressed value, and could cause
the remaining shareholders in the portfolio to lose money. Such redemption risk
is greater to the extent that the portfolio has investors with large
shareholdings, short investment horizons or unpredictable cash flow needs.

FUND OF FUNDS STRUCTURE AND LAYERING OF FEES. The portfolio is structured as a
fund of funds. The portfolio's investments are focused in the underlying funds,
so the portfolio's investment performance is directly related to the
performance of the underlying funds. The portfolio's net asset value will be
affected by the performance of the equity and bond markets and the value of the
mutual funds in which the portfolio invests. In addition, the underlying funds
may invest in other investment companies, including exchange-traded funds
(ETFs). Since the portfolio mainly invests in the underlying funds, as opposed
to other types of securities, the portfolio does not have the same flexibility
in its portfolio holdings as many mutual funds. In addition, the portfolio
indirectly pays a portion of the expenses incurred by the underlying funds.
Consequently, an investment in the portfolio entails more direct and indirect
expenses than a direct investment in the underlying funds. For



                                       19
<PAGE>

More on the risks of investing in the portfolio

instance, you will pay management fees and operating expenses of both the
portfolio and the underlying funds. The management fees paid by some underlying
funds to Pioneer are higher than the management fees paid by other underlying
funds.

The underlying funds will not necessarily make consistent investment decisions,
which may also increase your costs. One underlying fund may buy the same
security that another underlying fund is selling. You would indirectly bear the
costs of both trades without achieving any investment purpose. These
transactions may also generate taxable gains. If you are a taxable shareholder,
you may receive taxable distributions consisting of gains from transactions by
the underlying funds as well as gains from the portfolio's transactions in
shares of the underlying funds.

Currently, Pioneer manages many of the underlying funds. Because the portfolio
management teams of each of the underlying Pioneer funds may draw upon the
resources of the same equity and fixed income analyst team or may share common
investment management styles or approaches, the underlying funds may hold many
common portfolio positions, reducing the diversification benefits of an asset
allocation style.

ALLOCATION RISK. The subadviser's evaluation of asset classes and market
sectors in developing an allocation model, and its selection and weighting of
underlying funds within the allocation model, may prove to be incorrect. To the
extent that the portfolio invests a significant percentage of its assets in any
one underlying fund, the portfolio will be subject to a greater degree to the
risks particular to that underlying fund, and may experience greater volatility
as a result.

ASSET CLASS VARIATION RISK. The underlying funds invest principally in the
securities constituting their asset class (i.e., equity or fixed income).
However, under normal market conditions, an underlying fund may vary the
percentage of its assets in these securities (subject to any applicable
regulatory requirements). Depending upon the percentage of securities in a
particular asset class held by the underlying funds at any given time, and the
percentage of the portfolio's assets invested in various underlying funds, the
portfolio's actual exposure to the securities in a particular asset class may
vary substantially from its target asset allocation for that asset class.

EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.



PRINCIPAL RISKS OF INVESTING IN THE UNDERLYING FUNDS


RISKS OF EQUITY INVESTMENTS
Equity funds invest primarily in equity securities (such as stocks), which are
more volatile and carry more risks than some other forms of investment. Risks
of investing in underlying equity funds may include:

   VALUE STYLE RISK. The prices of securities the adviser believes are
   undervalued may not appreciate as expected or may go down. Value stocks may
   fall out of favor with investors and underperform the overall equity
   market.

   GROWTH STYLE RISK. The portfolio's investments may not have the growth
   potential originally expected. Growth stocks may fall out of favor with
   investors and underperform the overall equity market.

   SMALL AND MID-SIZE COMPANIES RISK. Compared to large companies, small- and
   mid-size companies, and the market for their equity securities, may be more
   sensitive to changes in earnings results and investor expectations, have
   more limited product lines and capital resources, experience sharper swings
   in market values, have limited liquidity, be harder to value or to sell at
   the times and prices the adviser thinks appropriate, and offer greater
   potential for gain and loss.


                                       20
<PAGE>

   RISKS OF INVESTMENTS IN REITS. The portfolio has risks associated with the
   real estate industry. Although the portfolio does not invest directly in
   real estate, it may invest in REITs and other equity securities of real
   estate industry issuers. These risks may include:
    -The U.S. or a local real estate market declines due to adverse economic
      conditions, foreclosures, overbuilding and high vacancy rates, reduced or
      regulated rents or other causes
    -Interest rates go up. Rising interest rates can adversely affect the
      availability and cost of financing for property acquisitions and other
      purposes and reduce the value of a REIT's fixed income investments
    -The values of properties owned by a REIT or the prospects of other real
      estate industry issuers may be hurt by property tax increases, zoning
      changes, other governmental actions, environmental liabilities, natural
      disasters or increased operating expenses
    -A REIT in the portfolio's portfolio is, or is perceived by the market to
      be, poorly managed

    -If the portfolio's real estate related investments are concentrated in
      one geographic area or property type, the portfolio will be particularly
      subject to the risks associated with that area or property type

   REITs can generally be classified as equity REITs, mortgage REITs or hybrid
   REITs. Equity REITs invest primarily in real property and derive income
   mainly from the collection of rents. They may also realize gains or losses
   from the sale of properties. Equity REITs will be affected by conditions in
   the real estate rental market and by changes in the value of the properties
   they own. Mortgage REITs invest primarily in mortgages and similar real
   estate interests and derive income primarily from interest payments.
   Mortgage REITs will be affected by changes in creditworthiness of borrowers
   and changes in interest rates. Mortgage REITs are subject to the risks of
   default of the mortgages or mortgage-related securities in which they
   invest, and REITs that invest in so-called "sub-prime" mortgages are
   particularly subject to this risk. Hybrid REITs invest both in real
   property and in mortgages.

   Investing in REITs involves certain unique risks. REITs are dependent on
   management skills, are not diversified and are subject to the risks of
   financing projects. REITs are typically invested in a limited number of
   projects or in a particular market segment or geographic region, and
   therefore are more susceptible to adverse developments affecting a single
   project, market segment or geographic region than more broadly diversified
   investments. REITs are subject to heavy cash flow dependency, defaults by
   mortgagors or other borrowers and tenants, self-liquidation and the
   possibility of failing to qualify for certain tax and regulatory
   exemptions. REITs may have limited financial resources and may experience
   sharper swings in market values and trade less frequently and in a more
   limited volume than securities of larger issuers. In addition to its own
   expenses, the portfolio will indirectly bear its proportionate share of any
   management and other expenses paid by REITs in which it invests. Such
   expenses are not shown in "Annual fund operating expenses" above.

   Many real estate companies, including REITs, utilize leverage (and some may
   be highly leveraged), which increases investment risk and could adversely
   affect a real estate company's operations and market value. Mortgage REITs
   tend to be more leveraged than equity REITs. In addition, many mortgage
   REITs manage their interest rate and credit risks through the use of
   derivatives and other hedging techniques. In addition, capital to pay or
   refinance a REIT's debt may not be available or reasonably priced.
   Financial covenants related to real estate company leveraging may affect
   the company's ability to operate effectively.

   PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates
   of return. Preferred stocks are subject to issuer-specific and market risks
   applicable generally to equity securities. In addition, a company's
   preferred stocks generally pay dividends only after the company makes
   required payments to holders of its bonds and other debt. Thus, the value
   of preferred stocks will usually react more strongly than bonds and other
   debt to actual or perceived changes in the company's financial condition or
   prospects. The market value of preferred stocks generally decreases when
   interest rates rise. Preferred stocks of smaller companies may be more
   vulnerable to adverse developments than preferred stock of larger
   companies.



                                       21
<PAGE>


More on the risks of investing in the portfolio

   RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
   offerings (IPOs) generally have limited operating histories, and prospects
   for future profitability are uncertain. The market for IPO issuers has been
   volatile, and share prices of newly public companies have fluctuated
   significantly over short periods of time. Further, stocks of newly-public
   companies may decline shortly after the IPO. There is no assurance that the
   portfolio will have access to IPOs. The purchase of IPO shares may involve
   high transaction costs. Because of the price volatility of IPO shares, the
   portfolio may choose to hold IPO shares for a very short period of time.
   This may increase the turnover of the portfolio's portfolio and may lead to
   increased expenses to the portfolio, such as commissions and transaction
   costs. The market for IPO shares can be speculative and/or inactive for
   extended periods of time. There may be only a limited number of shares
   available for trading. The limited number of shares available for trading
   in some IPOs may also make it more difficult for the portfolio to buy or
   sell significant amounts of shares without an unfavorable impact on
   prevailing prices.

   RISKS OF WARRANTS AND RIGHTS. Warrants and rights gives the portfolio the
   right to buy stock. A warrant specifies the amount of underlying stock, the
   purchase (or "exercise") price, and the date the warrant expires. The
   portfolio has no obligation to exercise the warrant and buy the stock. A
   warrant has value only if the portfolio is able to exercise it or sell it
   before it expires. If the price of the underlying stock does not rise above
   the exercise price before the warrant expires, the warrant generally
   expires without any value and the portfolio loses any amount it paid for
   the warrant. Thus, investments in warrants may involve substantially more
   risk than investments in common stock. Warrants may trade in the same
   markets as their underlying stock; however, the price of the warrant does
   not necessarily move with the price of the underlying stock.

   The portfolio may purchase securities pursuant to the exercise of
   subscription rights, which allow an issuer's existing shareholders to
   purchase additional common stock at a price substantially below the market
   price of the shares. The failure to exercise subscription rights to
   purchase common stock would result in the dilution of the portfolio's
   interest in the issuing company. The market for such rights is not well
   developed and, accordingly, the portfolio may not always realize full value
   on the sale of rights.



RISKS OF FIXED INCOME INVESTMENTS
Fixed income funds primarily invest in debt securities, such as government
securities, investment grade corporate securities, junk bonds, mortgage-backed
securities, asset-backed securities, and money market securities. The value of
your investment in the portfolio will change as the value of investments of the
underlying funds increases and decreases. Risks of investing in underlying
fixed income funds may include:


   INTEREST RATE RISK. When interest rates rise, the value of fixed income
   securities generally falls. A change in interest rates will not have the
   same impact on all fixed income securities. Generally, the longer the
   maturity or duration of a fixed income security, the greater the impact of
   a rise in interest rates on the security's value. Calculations of duration
   and maturity may be based on estimates and may not reliably predict a
   security's price sensitivity to changes in interest rates. Moreover,
   securities can change in value in response to other factors, such as credit
   risk. In addition, different interest rate measures (such as short- and
   long-term interest rates and U.S. and foreign interest rates), or interest
   rates on different types of securities or securities of different issuers,
   may not necessarily change in the same amount or in the same direction.
   When interest rates go down, the income received by the fund, and the
   fund's yield, may decline. Interest rates in the U.S. recently have been
   historically low, and may be expected to go back up.


   Certain fixed income securities pay interest at variable or floating rates.
   Variable rate securities tend to reset at specified intervals, while
   floating rate securities may reset whenever there is a change in a
   specified index rate. In most cases, these reset provisions reduce the
   impact of changes in market interest rates on the value of the security.
   However, some securities do not track the underlying index directly, but
   reset based on formulas that may produce a leveraging effect; others may
   also provide for


                                       22
<PAGE>


   interest payments that vary inversely with market rates. The market prices
   of these securities may fluctuate significantly when interest rates change.
   Yield generated by the fund may decline due to a decrease in market
   interest rates.

   CREDIT RISK. If an obligor (such as the issuer itself or a party offering
   credit enhancement) for a security held by the portfolio fails to pay,
   otherwise defaults, is perceived to be less creditworthy, becomes insolvent
   or files for bankruptcy, a security's credit rating is downgraded or the
   credit quality or value of an underlying asset declines, the value of your
   investment could decline. In addition, the portfolio may incur expenses to
   protect the portfolio's interest in securities experiencing these events.
   Credit risk is broadly gauged by the credit ratings of the securities in
   which the portfolio invests. However, ratings are only the opinions of the
   companies issuing them and are not guarantees as to quality.

   PREPAYMENT OR CALL RISK. Many fixed income securities give the issuer the
   option to prepay or call the security prior to its maturity date. Issuers
   often exercise this right when interest rates fall. Accordingly, if the
   portfolio holds a fixed income security that can be prepaid or called prior
   to its maturity date, it will not benefit fully from the increase in value
   that other fixed income securities generally experience when interest rates
   fall. Upon prepayment of the security, the portfolio also would be forced
   to reinvest the proceeds at then current yields, which would be lower than
   the yield of the security that was prepaid or called. In addition, if the
   portfolio purchases a fixed income security at a premium (at a price that
   exceeds its stated par or principal value), the portfolio may lose the
   amount of the premium paid in the event of prepayment.


   EXTENSION RISK. During periods of rising interest rates, the average life
   of certain types of securities may be extended because of slower than
   expected principal payments. This may lock in a below market interest rate,
   increase the security's duration (the estimated period until the security
   is paid in full) and reduce the value of the security. To the extent the
   portfolio invests significantly in mortgage-related and asset-backed
   securities, its exposure to extension risks may be greater than if it
   invested in other fixed income securities.

   U.S. GOVERNMENT AGENCY OBLIGATIONS RISK. The portfolio invests in
   obligations issued by agencies and instrumentalities of the U.S.
   government. Government-sponsored entities such as Fannie Mae, Freddie Mac
   and the Federal Home Loan Banks (FHLBs), although chartered or sponsored by
   Congress, are not funded by congressional appropriations and the debt and
   mortgage-backed securities issued by them are neither guaranteed nor issued
   by the U.S. government. Such debt and mortgage-backed securities are
   subject to the risk of default on the payment of interest and/or principal,
   similar to debt of private issuers. Although the U.S. government has
   provided financial support to Fannie Mae and Freddie Mac in the past, there
   can be no assurance that it will support these or other
   government-sponsored entities in the future.


   MORTGAGE-RELATED AND ASSET-BACKED SECURITIES RISK. The repayment of certain
   mortgage-backed and asset-backed securities depends primarily on the cash
   collections received from the issuer's underlying asset portfolio and, in
   certain cases, the issuer's ability to issue replacement securities. As a
   result, there could be losses to the portfolio in the event of credit or
   market value deterioration in the issuer's underlying portfolio, mismatches
   in the timing of the cash flows of the underlying asset interests and the
   repayment obligations of maturing securities, or the issuer's inability to
   issue new or replacement securities. These securities are also subject to
   prepayment and extension risks. Upon the occurrence of certain triggering
   events or defaults, the portfolio may become the holder of underlying
   assets at a time when those assets may be difficult to sell or may be sold
   only at a loss. In the event of a default, the value of the underlying
   collateral may be insufficient to pay certain expenses, such as litigation
   and foreclosure expenses, and inadequate to pay any principal or unpaid
   interest. Privately issued mortgage-backed and asset-backed securities are
   not traded on an exchange and may have a limited market. Without an active
   trading market, these securities may be particularly difficult to value
   given the complexities in valuing the underlying collateral.



                                       23
<PAGE>


More on the risks of investing in the portfolio

   Certain mortgage-backed and asset-backed securities may pay principal only
   at maturity or may represent only the right to receive payments of
   principal or interest on the underlying obligations, but not both. The
   value of these types of instruments may change more drastically than debt
   securities that pay both principal and interest during periods of changing
   interest rates. Principal only instruments generally increase in value if
   interest rates decline, but are also subject to the risk of prepayment.
   Interest only instruments generally increase in value in a rising interest
   rate environment when fewer of the underlying obligations are prepaid.
   Interest only instruments could lose their entire value in a declining
   interest rate environment if the underlying obligations are prepaid.

   Unlike mortgage-related securities issued or guaranteed by the U.S.
   government or its agencies and instrumentalities, mortgage-related
   securities issued by private issuers do not have a government or
   government-sponsored entity guarantee (but may have other credit
   enhancement), and may, and frequently do, have less favorable collateral,
   credit risk or other characteristics. The portfolio may invest in other
   mortgage-related securities, including mortgage derivatives and structured
   securities. These securities typically are not secured by real property.
   Because these securities have embedded leverage features, small changes in
   interest or prepayment rates may cause large and sudden price movements.
   These securities also can become illiquid and difficult to value in
   volatile or declining markets.


   Mortgage-backed securities are particularly susceptible to prepayment and
   extension risk, because prepayments on the underlying mortgages tend to
   increase when interest rates fall and decrease when interest rates rise.


   The value of mortgage-backed and asset-backed securities may be affected by
   changes in credit quality or value of the mortgage loans or other assets
   that support the securities. In addition, for mortgage-backed securities,
   when market conditions result in an increase in the default rates on the
   underlying mortgages and the foreclosure values of the underlying real
   estate are below the outstanding amount of the underlying mortgages,
   collection of the full amount of accrued interest and principal on these
   investments may be less likely.


   The portfolio may invest in CMOs. Principal prepayments on the underlying
   mortgage loans may cause a CMO to be retired substantially earlier than its
   stated maturity or final distribution date. If there are defaults on the
   underlying mortgage loans, the portfolio will be less likely to receive
   payments of principal and interest, and will be more likely to suffer a
   loss. This risk may be increased to the extent the underlying mortgages
   include sub-prime mortgages. As market conditions change, and particularly
   during periods of rapid or unanticipated changes in market interest rates,
   the attractiveness of a CMO class and the ability of the structure to
   provide the anticipated investment characteristics may be significantly
   reduced. Such changes can result in volatility in the market value, and in
   some instances reduced liquidity, of a CMO class.

   The portfolio may invest in CDOs. The risks of an investment in a CDO
   depend largely on the type of the underlying obligations (e.g., an
   underlying obligation may decline in quality or default) and the tranche of
   the CDO in which the portfolio invests (e.g., the portfolio may invest in a
   tranche of CDO that is subordinate to other tranches). Investments in CDOs
   may be characterized by the portfolio as illiquid securities, which may be
   hard to value and difficult to sell at an advantageous time or price.
   Although certain CDOs may receive credit enhancement in the form of a
   senior-subordinate structure, over-collateralization or bond insurance,
   such enhancement may not always be present, and may fail to protect a
   portfolio against the risk of loss on default of the collateral.


   In response to the financial crisis that began in 2008, the Federal Reserve
   has attempted to keep mortgage rates low by acting as a buyer of
   mortgage-backed assets. It is anticipated that this support will end, and
   mortgage rates may rise and prices of mortgage-backed securities may fall
   when that happens. To the extent the portfolio's assets are invested in
   mortgage-backed securities, returns to portfolio investors may decline.



                                       24
<PAGE>


   Asset-backed securities are structured like mortgage-backed securities and
   are subject to many of the same risks. The ability of an issuer of
   asset-backed securities to enforce its security interest in the underlying
   asset or to otherwise recover from the underlying obligor may be limited.
   Certain asset-backed securities present a heightened level of risk because,
   in the event of default, the liquidation value of the underlying assets may
   be inadequate to pay any unpaid principal or interest.

   RISKS OF INSTRUMENTS THAT ALLOW FOR BALLOON PAYMENTS OR NEGATIVE
   AMORTIZATION PAYMENTS. Certain debt instruments allow for balloon payments
   or negative amortization payments. Such instruments permit the borrower to
   avoid paying currently a portion of the interest accruing on the
   instrument. While these features make the debt instrument more affordable
   to the borrower in the near term, they increase the risk that the borrower
   will be unable to make the resulting higher payment or payments that become
   due at the maturity of the loan.


   RISKS OF SUBORDINATED SECURITIES. A holder of securities that are
   subordinated or "junior" to more senior securities of an issuer is entitled
   to payment after holders of more senior securities of the issuer.
   Subordinated securities are more likely to suffer a credit loss than
   non-subordinated securities of the same issuer, any loss incurred by the
   subordinated securities is likely to be proportionately greater, and any
   recovery of interest or principal may take more time. As a result, even a
   perceived decline in creditworthiness of the issuer is likely to have a
   greater impact on them.


   HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
   grade, called "junk bonds," are speculative, have a higher risk of default
   or are already in default, tend to be less liquid and are more difficult to
   value than higher grade securities. Junk bonds tend to be volatile and more
   susceptible to adverse events and negative sentiments. These risks are more
   pronounced for securities that are already in default.

   RISKS OF INVESTING IN EVENT-LINKED BONDS. The return of principal and the
   payment of interest on "event-linked" bonds are contingent on the
   non-occurrence of a pre-defined "trigger" event, such as a hurricane or an
   earthquake of a specific magnitude or other event that leads to physical or
   economic loss. If a trigger event, as defined within the terms of an
   event-linked bond, involves losses or other metrics exceeding a specific
   magnitude in the geographic region and time period specified, the portfolio
   may lose a portion or all of its accrued interest and/or principal invested
   in the event-linked bond. In addition to the specified trigger events,
   event-linked bonds may expose the portfolio to other risks, including but
   not limited to issuer (credit) default, adverse regulatory or
   jurisdictional interpretations and adverse tax consequences. Event-linked
   bonds are also subject to the risk that the model used to calculate the
   probability of a trigger event was not accurate and underestimated the
   likelihood of a trigger event. Upon the occurrence or possible occurrence
   of a trigger event, and until the completion of the processing and auditing
   of applicable loss claims, the portfolio's investment in an event-linked
   bond may be priced using fair value methods. As a relatively new type of
   financial instrument, there is limited trading history for these
   securities, and there can be no assurance that a liquid market in these
   instruments will develop.


   RISKS OF INVESTING IN FLOATING RATE LOANS. Floating rate loans and similar
   investments may be illiquid or less liquid than other investments. The
   value of collateral, if any, securing a floating rate loan can decline or
   may be insufficient to meet the issuer's obligations or may be difficult to
   liquidate. No active trading market may exist for many floating rate loans,
   and many loans are subject to restrictions on resale. Market quotations for
   these securities may be volatile and/or subject to large spreads between
   bid and ask prices. Any secondary market may be subject to irregular
   trading activity and extended trade settlement periods.


   RISKS OF INVESTING IN INVERSE FLOATING RATE OBLIGATIONS. The interest rate
   on inverse floating rate obligations will generally decrease as short-term
   interest rates increase, and increase as short-term rates decrease. Due to
   their leveraged structure, the sensitivity of the market value of an
   inverse floating



                                       25
<PAGE>

More on the risks of investing in the portfolio

   rate obligation to changes in interest rates is generally greater than a
   comparable long-term bond issued by the same issuer and with similar credit
   quality, redemption and maturity provisions. Inverse floating rate
   obligations may be volatile and involve leverage risk.


   INFLATION-LINKED SECURITY RISK. Unlike a conventional bond, whose issuer
   makes regular fixed interest payments and repays the face value of the bond
   at maturity, an inflation-indexed security provides principal payments and
   interest payments, both of which are adjusted over time to reflect a rise
   (inflation) or a drop (deflation) in the general price level. The inflation
   index generally used is the non-seasonally adjusted index, which is not
   statistically smoothed to overcome highs and lows observed at different
   points each year. The use of the non-seasonally adjusted index can cause
   the portfolio's income level to fluctuate. As inflationary expectations
   increase, inflation-linked securities will become more attractive, because
   they protect future interest payments against inflation. Conversely, as
   inflationary concerns decrease, inflation-linked securities will become
   less attractive and less valuable. The non-seasonally adjusted index used
   may not accurately measure the real rate of inflation. Inflation-linked
   securities may lose value or interest payments on such securities may
   decline in the event that the actual rate of inflation is different than
   the rate of the non-seasonally adjusted index, and losses may exceed those
   experienced by other debt securities with similar duration. The value of
   inflation-linked securities may not be directly correlated to changes in
   interest rates, for example if interest rates rise for reasons other than
   inflation.

   RISKS OF ZERO COUPON BONDS, PAYMENT IN KIND, DEFERRED AND CONTINGENT
   PAYMENT SECURITIES. Zero coupon bonds (which do not pay interest until
   maturity) and payment in kind securities (which pay interest in the form of
   additional securities) may be more speculative and may fluctuate more in
   value than securities which pay income periodically and in cash. These
   securities are more likely to respond to changes in interest rates than
   interest-bearing securities having similar maturities and credit quality.
   These securities are more sensitive to the credit quality of the underlying
   issuer. Payment in kind securities may be difficult to value because their
   continuing accruals require judgments about the collectability of the
   deferred payments and the value of any collateral. Deferred interest
   securities are obligations that generally provide for a period of delay
   before the regular payment of interest begins and are issued at a
   significant discount from face value. The interest rate on contingent
   payment securities is determined by the outcome of an event, such as the
   performance of a financial index. If the financial index does not increase
   by a prescribed amount, the portfolio may receive no interest.

   Unlike bonds that pay interest throughout the period to maturity, the
   portfolio generally will realize no cash until maturity and, if the issuer
   defaults, the portfolio may obtain no return at all on its investment. In
   addition, although the portfolio receives no periodic cash payments on such
   securities, the portfolio is deemed for tax purposes to receive income from
   such securities, which applicable tax rules require the portfolio to
   distribute to shareholders. Such distributions may be taxable when
   distributed to taxable shareholders and, in addition, could reduce the
   portfolio's reserve position and require the portfolio to sell securities
   and incur a gain or loss at a time it may not otherwise want in order to
   provide the cash necessary for these distributions.

   REPURCHASE AGREEMENT RISK. In the event that the other party to a
   repurchase agreement defaults on its obligations, the portfolio may
   encounter delay and incur costs before being able to sell the security.
   Such a delay may involve loss of interest or a decline in price of the
   security. In addition, if the portfolio is characterized by a court as an
   unsecured creditor, it would be at risk of losing some or all of the
   principal and interest involved in the transaction.



RISKS OF EQUITY AND FIXED INCOME INVESTMENTS
Risks of investing in underlying equity and fixed income funds may include:


   RISKS OF CONVERTIBLE SECURITIES. Convertible securities generally offer
   lower interest or dividend yields than non-convertible securities of
   similar quality. As with all fixed income securities, the market values of
   convertible securities tend to decline as interest rates increase and,
   conversely, to increase as interest



                                       26
<PAGE>


   rates decline. However, when the market price of the common stock
   underlying a convertible security exceeds the conversion price, the
   convertible security tends to reflect the market price of the underlying
   common stock. As the market price of the underlying common stock declines,
   the convertible security tends to trade increasingly on a yield basis and
   thus may not decline in price to the same extent as the underlying common
   stock. Convertible securities rank senior to common stocks in an issuer's
   capital structure and consequently entail less risk than the issuer's
   common stock.


   PORTFOLIO SELECTION RISK. The adviser or subadviser's judgment about the
   attractiveness, relative value or potential appreciation of an equity
   security, or about the quality, relative yield or relative value of a fixed
   income security, or about a particular sector, region or market segment, or
   about an investment strategy, or about interest rates, may prove to be
   incorrect.


   LIQUIDITY RISK. Liquidity risk exists when particular investments are
   impossible or difficult to sell. Although most of the portfolio's
   securities and other investments must be liquid at the time of investment,
   securities and other investments may become illiquid after purchase by the
   portfolio, particularly during periods of market turmoil. Markets may
   become illiquid when, for instance, there are few, if any, interested
   buyers or sellers or when dealers are unwilling to make a market for
   certain securities. When the portfolio holds illiquid investments, its
   portfolio may be harder to value, especially in changing markets. If the
   portfolio is forced to sell or unwind these investments to meet redemptions
   or for other cash needs, the portfolio may suffer a loss. In addition, when
   there is illiquidity in the market for certain securities or other
   investments, the portfolio, due to limitations on investments in illiquid
   securities, may be unable to achieve its desired level of exposure to a
   certain sector. If an auction fails for an auction rate security, there may
   be no secondary market for the security and the portfolio may be forced to
   hold the security until the security is refinanced by the issuer or a
   secondary market develops. To the extent the portfolio holds a material
   percentage of the outstanding debt securities of an issuer, this practice
   may impact adversely the liquidity and market value of those investments.


   MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to
   time, investments in a market segment, the portfolio will be subject to a
   greater degree to the risks particular to 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 real estate investment trusts (REITs), may be
   sensitive to changes in interest rates and general economic activity and
   are generally subject to extensive government regulation.


   RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
   issuers that have significant exposure to foreign markets may involve
   unique risks compared to investing in securities of U.S. issuers. These
   risks are more pronounced for issuers in emerging markets or to the extent
   that the portfolio invests significantly in one region or country. These
   risks may include:

    -Less information about non-U.S. issuers or markets may be available due
      to less rigorous disclosure or accounting standards or regulatory
      practices
    -Many non-U.S. markets are smaller, less liquid and more volatile. In a
      changing market, the adviser may not be able to sell the portfolio's
      securities at times, in amounts and at prices it considers reasonable
    -Adverse effect of currency exchange rates or controls on the value of the
      portfolio's investments, or its ability to convert non-U.S. currencies to
      U.S. dollars
    -The economies of non-U.S. countries may grow at slower rates than
      expected or may experience a downturn or recession
    -Economic, political, regulatory and social developments may adversely
      affect the securities markets

    -It may be difficult for the portfolio to pursue claims or enforce
      judgments against a foreign bank, depository or issuer of a security, or
      any of their agents, in the courts of a foreign country

    -Withholding and other non-U.S. taxes may decrease the portfolio's return

                                       27
<PAGE>

More on the risks of investing in the portfolio

    -Some markets in which the portfolio may invest are located in parts of
      the world that have historically been prone to natural disasters that
      could result in a significant adverse impact on the economies of those
      countries and investments made in those countries

    -It is often more expensive for the portfolio to buy, sell and hold
      securities in certain foreign markets than in the United States

    -A governmental entity may delay, or refuse or be unable to pay, interest
      or principal on its sovereign debt due to cash flow problems,
      insufficient foreign currency reserves, political considerations, the
      relative size of the governmental entity's debt position in relation to
      the economy or the failure to put in place economic reforms

    -Investing in depositary receipts is subject to many of the same risks as
      investing directly in non-U.S. issuers. Depositary receipts may involve
      higher expenses and may trade at a discount (or premium) to the
      underlying security. In addition, depositary receipts may not pass
      through voting and other shareholder rights, and may be less liquid than
      the underlying securities listed on an exchange


     Additional risks of investing in emerging markets include:
    -The extent of economic development, political stability, market depth,
      infrastructure, capitalization and regulatory oversight can be less than
      in more developed markets
    -Emerging market countries may experience rising interest rates, or, more
      significantly, rapid inflation or hyperinflation
    -The portfolio could experience a loss from settlement and custody
      practices in some emerging markets
    -The possibility that a counterparty may not complete a currency or
      securities transaction
    -Low trading volumes may result in a lack of liquidity, and in extreme
      price volatility


   CURRENCY RISK. Because the portfolio may invest in non-U.S. currencies,
   securities denominated in non-U.S. currencies, and other currency-related
   investments, the portfolio is subject to currency risk, meaning that the
   portfolio could experience losses based on changes in the exchange rate
   between non-U.S. currencies and the U.S. dollar or as a result of currency
   conversion costs. Currency exchange rates can be volatile, and are affected
   by factors such as general economic conditions, the actions of the U.S. and
   foreign governments or central banks, the imposition of currency controls
   and speculation.

   FORWARD FOREIGN CURRENCY TRANSACTIONS RISK. To the extent that the
   portfolio enters into forward foreign currency transactions, it may not
   fully benefit from or may lose money on the transactions if changes in
   currency rates do not occur as anticipated or do not correspond accurately
   to changes in the value of the portfolio's holdings, or if the counterparty
   defaults. Such transactions may also prevent the portfolio from realizing
   profits on favorable movements in exchange rates. Risk of counterparty
   default is greater for counterparties located in emerging markets. The
   portfolio's ability to use forward foreign currency transactions
   successfully depends on a number of factors, including the forward foreign
   currency transactions being available at prices that are not too costly,
   the availability of liquid markets, and Pioneer's judgment regarding the
   direction of changes in currency exchange rates.

   DERIVATIVES RISK. Using options, swaps, futures and other derivatives
   exposes the portfolio to additional risks, may increase the volatility of
   the portfolio's net asset value and may not provide the expected result.
   Derivatives may have a leveraging effect on the portfolio, and they can
   disproportionately increase losses and reduce opportunities for gain when
   market prices, interest rates or currencies, or the derivative instruments
   themselves, behave in a way not anticipated by the portfolio, especially in
   abnormal market conditions. Some derivatives have the potential for
   unlimited loss, regardless of the size of the portfolio's initial
   investment. If changes in a derivative's value do not correspond to changes
   in the value of the portfolio's other investments or do not correlate well
   with the underlying assets, rate or index, the portfolio may not fully
   benefit from, or could lose money on, or could experience unusually high
   expenses as a result of, the derivative position. Derivatives involve the
   risk of loss if the counterparty defaults on its obligation or if the
   clearing firm through which the derivative has been traded becomes
   insolvent. Certain derivatives may be less liquid, which may reduce the
   returns of the portfolio if it cannot sell or terminate



                                       28
<PAGE>


   the derivative at an advantageous time or price. The portfolio also may
   have to sell assets at inopportune times to satisfy its obligations. The
   portfolio may be unable to terminate or sell its derivative positions. In
   fact, many over-the-counter derivative instruments will not have liquidity
   beyond the counterparty to the instrument. Some derivatives may involve the
   risk of improper valuation. The portfolio's use of derivatives may also
   increase the amount of taxes payable by shareholders. Suitable derivatives
   may not be available in all circumstances or at reasonable prices and may
   not be used by the portfolio for a variety of reasons. Risks associated
   with the use of derivatives are magnified to the extent that a large
   portion of the portfolio's assets are committed to derivatives in general
   or are invested in just one or a few types of derivatives. New regulations
   are changing the derivatives markets. The regulations may make using
   derivatives more costly, may limit their availability, or may otherwise
   adversely affect their value or performance. For derivatives that are
   required to be traded through a clearinghouse or exchange, the portfolio
   also will be exposed to the credit risk of the clearinghouse and the broker
   that submits trades for the portfolio. It is possible that certain
   derivatives that are required to be cleared, such as certain swap
   contracts, will not be accepted for clearing. In addition, regulated
   trading facilities for swap contracts are relatively new; they may not
   function as intended, which could impair the ability to enter into swap
   contracts. The extent and impact of the regulations are not yet fully known
   and may not be for some time.

   CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of
   derivative instrument, involve special risks and may result in losses to
   the portfolio. Credit default swaps may in some cases be illiquid, and they
   increase credit risk since the portfolio has exposure to both the issuer of
   the referenced obligation and the counterparty to the credit default swap.
   Swaps may be difficult to unwind or terminate. Certain index-based credit
   default swaps are structured in tranches, whereby junior tranches assume
   greater default risk than senior tranches. The absence of a central
   exchange or market for swap transactions has led, in some instances, to
   difficulties in trading and valuation, especially in the event of market
   disruptions. New regulations require many kinds of swaps to be executed
   through a regulated exchange or market facility and cleared through a
   regulated clearinghouse. The establishment of a centralized exchange or
   market for swap transactions may disrupt or limit the swap market and may
   not result in swaps being easier to trade or value. Market-traded swaps may
   become more standardized, and the portfolio may not be able to enter into
   swaps that meet its investment needs. The portfolio also may not be able to
   find a clearinghouse willing to accept the swaps for clearing. The new
   regulations may make using swaps more costly, may limit their availability,
   or may otherwise adversely affect their value or performance. The portfolio
   will be required to trade many swaps through a broker who is a member of
   the clearinghouse. The broker may require the portfolio to post margin to
   the broker as a down payment on the portfolio's obligations and may change
   the amount of margin required from time to time. The portfolio may not be
   able to recover margin amounts if the broker has financial difficulties.
   Also, the broker may require the portfolio to terminate a derivatives
   position under certain circumstances. This may cause the portfolio to lose
   money. The clearinghouse will be the portfolio's counterparty for the
   derivatives trades. The portfolio will take the risk that the counterparty
   defaults. The portfolio also may be exposed to additional risks as a result
   of the new regulations. The extent and impact of the new regulations are
   not yet fully known and may not be for some time.


   LEVERAGING RISK. The value of your investment may be more volatile and
   other risks tend to be compounded if the portfolio borrows or uses
   derivatives or other investments, such as ETFs, that have embedded
   leverage. Leverage generally magnifies the effect of any increase or
   decrease in the value of the portfolio's underlying assets or creates
   investment risk with respect to a larger pool of assets than the portfolio
   would otherwise have, potentially resulting in the loss of all assets.
   Engaging in such transactions may cause the portfolio to liquidate
   positions when it may not be advantageous to do so to satisfy its
   obligations or meet segregation requirements.


                                       29
<PAGE>


More on the risks of investing in the portfolio

   COMMODITY INVESTMENTS RISK. Certain underlying funds may invest directly or
   indirectly in commodities. Exposure to the commodities markets may subject
   the fund to greater volatility than investments in other securities. The
   value of commodity-linked notes and other commodity-linked derivatives may
   be affected by changes in overall market movements, commodity index
   volatility, changes in interest rates, or factors affecting a particular
   industry or commodity, such as drought, floods, weather, livestock disease,
   embargoes, tariffs and international economic, political and regulatory
   developments. The prices of energy, industrial metals, precious metals,
   agriculture and livestock sector commodities may fluctuate widely and
   rapidly due to factors such as changes in value, supply and demand and
   governmental regulatory policies. Commodity-related investments may be more
   volatile and less liquid than the underlying commodities, instruments or
   measures, which may make it difficult for such investments to be sold at a
   price acceptable to the adviser or to accurately value them.
   Commodity-related investments are subject to the credit risks associated
   with the issuer, and their values may decline substantially if the issuer's
   creditworthiness deteriorates. As a result, returns of commodity-linked
   investments may deviate significantly from the return of the underlying
   commodity, instruments or measures. The portfolio may receive lower
   interest payments (or not receive any of the interest due) on an investment
   in a commodity-linked note if there is a loss of value of the underlying
   investment. Further, to the extent that the amount of principal to be
   repaid upon maturity is limited to the value of a particular commodity,
   commodity index or other economic variable, the portfolio might not receive
   a portion (or any) of the principal at maturity of the investment or upon
   earlier exchange.


   NON-DIVERSIFICATION RISK. To the extent an underlying fund is not
   diversified, the underlying fund can invest a higher percentage of its
   assets in the securities of any one or more issuers than a diversified
   fund. Being non-diversified may magnify the portfolio's and the underlying
   fund's losses from adverse events affecting a particular issuer.


   VALUATION RISK. The sales price the portfolio could receive for any
   particular portfolio investment may differ from the portfolio's valuation
   of the investment, particularly for securities that trade in thin or
   volatile markets. If markets make it difficult to value some investments,
   the portfolio may value these investments using more subjective methods,
   such as fair value methodologies. Investors who purchase or redeem
   portfolio shares on days when the portfolio is holding fair-valued
   securities may receive fewer or more shares or lower or higher redemption
   proceeds than they would have received if the portfolio had not fair-valued
   the security or had used a different valuation methodology. The value of
   foreign securities, certain fixed income securities and currencies, as
   applicable, may be materially affected by events after the close of the
   market on which they are valued, but before the portfolio determines its
   net asset value.


   PORTFOLIO TURNOVER RISK. If the portfolio does a lot of trading, it may
   incur additional operating expenses, which would reduce performance. A
   higher level of portfolio turnover may also cause taxable shareowners to
   incur a higher level of taxable income or capital gains.


   CASH MANAGEMENT RISK. The value of the investments held by the portfolio
   for cash management or temporary defensive purposes may be affected by
   market risks, changing interest rates and by changes in credit ratings of
   the investments. To the extent that the portfolio has any uninvested cash,
   the portfolio would be subject to credit risk with respect to the
   depository institution holding the cash. If the portfolio holds cash
   uninvested, the portfolio will not earn income on the cash and the
   portfolio's yield will go down. During such periods, it may be more
   difficult for the portfolio to achieve its investment objectives.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


                                       30
<PAGE>

DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       31
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, oversees the portfolio's
operations and supervises the portfolio's subadviser, which is responsible for
the day-to-day management of the portfolio's portfolio.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


INVESTMENT SUBADVISER

Ibbotson Associates, Inc. is the subadviser to the portfolio and allocates,
subject to Pioneer's supervision, the portfolio's assets among asset classes
and among the underlying funds. Ibbotson Associates, Inc., is a registered
investment adviser and wholly owned subsidiary of Morningstar, Inc. As of
December 31, 2013, Ibbotson Associates, Inc. had approximately $35.7 billion in
assets under management. Ibbotson is located at 22 West Washington Street,
Chicago, Illinois 60602.



PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio is the responsibility of a team of
portfolio managers. Scott Wentsel, chief investment officer, Americas, manages
the investment management team and has served as a portfolio manager of the
portfolio since 2005. Mr. Wentsel is also responsible for directing the firm's
investment management services, which includes oversight of its consulting and
fund-of-funds business lines. Prior to joining Ibbotson in 2005, Mr. Wentsel
was an executive director with Morgan Stanley where he worked primarily on Van
Kampen Investments' asset management business. Mr. Wentsel has over 20 years of
investment industry experience. Brian Huckstep, portfolio manager, is
responsible for managing the delivery of fund-of-funds programs for
institutional and retail clients, which includes asset allocation modeling,
portfolio construction, fund classification, and manager due diligence. Prior
to joining Ibbotson in 2005, Mr. Huckstep was Director of Data Acquisition at
Morningstar for two years. Mr. Huckstep also spent nine years at Northern Trust
in product manager and analyst roles for institutional custody clients. Mr.
Huckstep has served as a portfolio manager of the portfolio since 2005. Paul
Arnold, senior consultant, is responsible for developing and implementing asset
class models in addition to fund-of-funds portfolio construction, manager due
diligence and fund classification. Prior to joining Ibbotson in 2007, Mr.
Arnold worked for two years at Bank of America in its Principal Investing
Group. Mr. Arnold has served as a portfolio manager of the portfolio since
2012.


The portfolio's 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
the portfolio.

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.13% on investments in underlying funds managed by Pioneer (and cash)
and 0.17% on other investments for net assets up to $2.5 billion; 0.11% on
investments in underlying funds managed by Pioneer (and cash) and 0.14% on
other investments for net assets over $2.5 billion and


                                       32
<PAGE>


up to $4 billion; 0.10% on investments in underlying funds managed by Pioneer
(and cash) and 0.12% on other investments for net assets over $4 billion and up
to $5.5 billion; 0.08% on investments in underlying funds managed by Pioneer
(and cash) and 0.10% on other investments for net assets over $5.5 billion and
up to $7 billion; and 0.08% on investments in underlying funds managed by
Pioneer (and cash) and 0.09% on other investments for net assets over $7
billion. For the fiscal year ended December 31, 2013, the portfolio paid
management fees to Pioneer, after waivers and expense reimbursements, equal to
0.14% of the portfolio's average daily net assets. The fee is accrued daily and
paid monthly. Pioneer, and not the portfolio, pays a portion of the fee it
receives from the portfolio to Ibbotson as compensation for Ibbotson's services
to the portfolio.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.

A discussion regarding the basis for the Board of Trustees' approval of the
subadvisory contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


                                       33
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated. The portfolio's most recent
net asset value is available on the portfolio's website,
www.pioneerinvestments.com.


The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
using a variety of techniques and methods.

The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

The portfolio invests in shares of other mutual funds that are not traded on an
exchange. Such shares of other mutual funds are valued at their net asset
values as provided by those funds. The prospectuses for those funds explain the
circumstances under which those funds will use fair value pricing methods and
the effects of using fair value pricing methods.

The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors.

The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily available or may be unreliable - the portfolio may
use fair value methods more frequently than funds that


                                       34
<PAGE>

primarily invest in securities that are more widely traded. Valuing securities
using fair value methods may cause the net asset value of the portfolio's
shares to differ from the net asset value that would be calculated only using
market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       35
<PAGE>

Shareholder information

PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       36
<PAGE>

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       37
<PAGE>

Shareholder information

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       38
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       39
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER IBBOTSON MODERATE ALLOCATION VCT PORTFOLIO


CLASS I



<TABLE>
<CAPTION>
                                                                                 YEAR        YEAR
                                                                                ENDED       ENDED
                                                                               12/31/13    12/31/12
                                                                             ----------- -----------
<S>                                                                          <C>         <C>
Net asset value, beginning of year                                             $ 11.07     $ 10.19
                                                                               -------     -------
Increase (decrease) from investment operations:
 Net investment income (a)                                                     $  0.25     $  0.27
 Net realized and unrealized gain (loss) on investments (a)                       1.54        0.90
                                                                               -------     -------
  Net increase (decrease) from investment operations                           $  1.79     $  1.17
Distributions to shareowners:
 Net investment income                                                         $ (0.30)    $ (0.29)
                                                                               -------     -------
Net increase (decrease) in net asset value                                     $  1.49     $  0.88
                                                                               -------     -------
Net asset value, end of year                                                   $ 12.56     $ 11.07
                                                                               -------     -------
Total return*                                                                    16.52%      11.77%
Ratio of net expenses to average net assets+                                      0.24%       0.24%
Ratio of net investment income to average net assets+                             2.15%       2.53%
Portfolio turnover rate                                                             10%          9%
Net assets, end of period (in thousands)                                       $13,082     $10,955
Ratios with no waiver of fees and assumption of expenses by the Adviser and
 no reduction for fees paid indirectly:
Total expenses                                                                    0.25%       0.26%
 Net investment income                                                            2.14%       2.50%



<CAPTION>
                                                                                 YEAR         YEAR        YEAR
                                                                                 ENDED       ENDED       ENDED
                                                                               12/31/11     12/31/10    12/31/09
                                                                             ------------ ----------- -----------
<S>                                                                          <C>          <C>         <C>
Net asset value, beginning of year                                             $ 10.68      $  9.62     $  7.61
                                                                               -------      -------     -------
Increase (decrease) from investment operations:
 Net investment income (a)                                                     $  0.23      $  0.24     $  0.25
 Net realized and unrealized gain (loss) on investments (a)                      (0.43)        1.09        2.07
                                                                               -------      -------     -------
  Net increase (decrease) from investment operations                           $ (0.20)     $  1.33     $  2.32
Distributions to shareowners:
 Net investment income                                                         $ (0.29)     $ (0.27)    $ (0.31)
                                                                               -------      -------     -------
Net increase (decrease) in net asset value                                     $ (0.49)     $  1.06     $  2.01
                                                                               -------      -------     -------
Net asset value, end of year                                                   $ 10.19      $ 10.68     $  9.62
                                                                               -------      -------     -------
Total return*                                                                    (1.95)%      14.24%      31.29%
Ratio of net expenses to average net assets+                                      0.24%        0.21%       0.16%
Ratio of net investment income to average net assets+                             2.14%        2.44%       3.07%
Portfolio turnover rate                                                             13%          10%         38%
Net assets, end of period (in thousands)                                       $11,339      $15,542     $13,450
Ratios with no waiver of fees and assumption of expenses by the Adviser and
 no reduction for fees paid indirectly:
Total expenses                                                                    0.26%        0.27%       0.29%
 Net investment income                                                            2.13%        2.38%       2.94%
</TABLE>


(a) Calculated using average shares outstanding for the period.
*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.
+     In addition to the expenses which the Portfolio bears directly, the
      Portfolio indirectly bears pro rata shares of the expenses of the funds
      in which the Portfolio invests. Because each of the underlying funds
      bears its own varying expense levels and because the Portfolio may own
      differing proportions of each fund at different times, the amount of
      expenses incurred indirectly by the Portfolio will vary from time to
      time.

Note: The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, separate account charges and sales
    charges.



                                       40
<PAGE>

Appendix A

INFORMATION ABOUT THE UNDERLYING FUNDS
The following is intended to summarize the investment objectives and primary
strategies of, and to provide you with certain other information about, the
underlying funds. These summaries do not reflect all of the investment policies
and strategies that are disclosed in each underlying fund's prospectus, and are
not an offer of the underlying funds' shares. The underlying funds in which the
portfolio intends to invest may change from time to time and the portfolio may
invest in underlying funds in addition to those described below at the
discretion of Pioneer without prior notice to or approval of shareholders. The
prospectus and statement of additional information for each underlying fund is
available on the Securities and Exchange Commission's website. The prospectus
and statement of additional information for each Pioneer underlying fund is
available as well on our website at www.pioneerinvestments.com.

Each underlying fund normally will be invested according to its investment
strategy. However, an underlying fund also may have the ability to invest
without limitation in money market instruments or other investments for
temporary, defensive purposes.

                                      A-1
<PAGE>

Appendix A

The underlying funds that invest primarily in equity securities are:


PIONEER FUND


INVESTMENT OBJECTIVES
Reasonable income and capital growth.


PRINCIPAL INVESTMENT STRATEGIES
The fund invests in a broad group of carefully selected securities that the
fund's adviser believes are reasonably priced, rather than in securities whose
prices reflect a premium resulting from their current market popularity. The
fund invests predominantly in equity securities. For purposes of the fund's
investment policies, equity securities include common stocks and other equity
instruments, such as exchange-traded funds (ETFs) that invest primarily in
equity securities, equity interests in real estate investment trusts (REITs),
depositary receipts, warrants, rights and preferred stocks.

The fund primarily invests in securities of U.S. issuers. The fund may invest
up to 15% of its total assets in equity and debt securities of non-U.S.
issuers. The fund will not invest more than 5% of its total assets in the
securities of emerging markets issuers.

The fund may invest up to 15% of its net assets in REITs.


The fund may invest in initial public offerings of equity securities. The fund
may also invest in investment grade and below investment grade debt securities
(known as "junk bonds").

The fund may, but is not required to, use derivatives. The fund may use
derivatives, such as stock index futures and options, for a variety of
purposes, including: in an attempt to hedge against adverse changes in the
market price of securities, interest rates or currency exchange rates; as a
substitute for purchasing or selling securities; to attempt to increase the
fund's return as a non-hedging strategy that may be considered speculative; and
to manage portfolio characteristics. The fund may choose not to make use of
derivatives for a variety of reasons, and any use may be limited by applicable
law and regulations. The fund may also hold cash or other short-term
investments.


The fund's investment adviser uses a value approach to select the fund's
investments to buy and sell. The adviser seeks securities selling at reasonable
prices or substantial discounts to their underlying values and then holds these
securities until the market values reflect their intrinsic values. The adviser
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, the adviser employs fundamental research and
an evaluation of the issuer based on its financial statements and operations.
In selecting securities, the adviser considers a security's potential to
provide a reasonable amount of income. The adviser focuses on the quality and
price of individual issuers.


INVESTMENT ADVISER

Pioneer


                                      A-2
<PAGE>

Appendix A

PIONEER OAK RIDGE LARGE CAP GROWTH FUND


INVESTMENT OBJECTIVE
Capital appreciation.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, for investment purposes) in equity securities of large
capitalization companies. Large capitalization companies have market
capitalizations at the time of acquisition of $3 billion or more. The fund
anticipates that the average weighted market capitalization of the companies in
the fund's portfolio will be significantly higher than $3 billion. The equity
securities in which the fund principally invests are common stocks, preferred
stocks and depositary receipts, but the fund may invest in other types of
equity securities to a lesser extent, such as exchange-traded funds (ETFs) that
invest primarily in equity securities, equity interests in real estate
investment trusts (REITs), warrants and rights. The fund may invest in initial
public offerings of equity securities.


The fund may invest up to 20% of its total assets in equity and debt securities
of non-U.S. issuers. The fund will not invest more than 10% of its total assets
in the securities of emerging markets issuers.


The fund may invest in debt securities. The fund may invest up to 5% of its net
assets in below investment grade debt securities (known as "junk bonds"),
including below investment grade convertible debt securities and securities of
issuers that are in default.

The fund may, but is not required to, use derivatives, such as stock index
futures and options. The fund may use derivatives for a variety of purposes,
including; in an attempt to hedge against adverse changes in the market prices
of securities, interest rates or currency exchange rates; as a substitute for
purchasing or selling securities; to attempt to increase the fund's return as a
non-hedging strategy that may be considered speculative; and to manage
portfolio characteristics. The fund may choose not to make use of derivatives
for a variety of reasons, and any use may be limited by applicable law and
regulations. The fund may also hold cash or other short-term instruments.


The fund uses a "growth" style of management and seeks to invest in issuers
with above average potential for earnings growth.

When making purchase decisions for the fund, the subadviser uses a disciplined
approach that involves three primary components:
oResearch - The subadviser analyzes research on potential investments from a
  wide variety of sources, including internally generated analysis and
  research provided by institutions and the brokerage community.
oFundamentals - Once a potential investment is identified, the subadviser
  considers whether the issuer possesses certain attributes that the
  subadviser believes a "buy" candidate should possess.
oValuation - Finally, the subadviser values companies by considering price-to
  sales ratios and price-to-earnings ratios within a peer group.

From this process, the subadviser constructs a list of securities for the fund
to purchase.

The subadviser makes sell decisions for the fund based on a number of factors,
including deterioration in a company's underlying fundamentals and better
relative value in other securities.


INVESTMENT ADVISER
Pioneer (adviser); Oak Ridge Investments, LLC (subadviser)

                                      A-3
<PAGE>

Appendix A

PIONEER FUNDAMENTAL GROWTH FUND


INVESTMENT OBJECTIVE
Long-term capital growth.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, for investment purposes) in equity securities of large
companies, that is, companies similar in size to issuers included in the
Russell 1000 Growth Index. The Russell 1000 Growth Index (the "index") is a
large capitalization index that measures the performance of those companies in
the Russell 1000 Index with higher price-to-book ratios and higher forecasted
growth values. On June 30, 2013, securities in the index had market
capitalizations of approximately $0.52 billion or greater. The size of the
companies in the index changes constantly as a result of market conditions and
the composition of the index. The fund's investments will not be confined to
securities issued by companies included in the index.


For purposes of the fund's investment policies, equity securities include
common stocks and other equity instruments, such as exchange-traded funds
(ETFs) that invest primarily in equity securities, depositary receipts,
warrants, rights, equity interests in real estate investment trusts (REITs) and
preferred stocks.


The fund primarily invests in securities of U.S. issuers. The fund may invest
in securities of issuers in any industry or market sector. The fund may invest
in initial public offerings of equity securities. The fund may invest up to 20%
of its total assets in equity and debt securities of non-U.S. issuers. The fund
will not invest more than 10% of its total assets in the securities of emerging
markets issuers.


The fund may also invest in investment grade and below investment grade debt
securities (known as "junk bonds"), including below investment grade
convertible debt securities and securities of issuers that are in default.


The fund may, but is not required to, use derivatives. The fund may use
derivatives for a variety of purposes, including: in an attempt to hedge
against adverse changes in the market price of securities, interest rates or
currency exchange rates; as a substitute for purchasing or selling securities;
and to attempt to increase the fund's return as a non-hedging strategy that may
be considered speculative. The fund may choose not to make use of derivatives
for a variety of reasons, and any use may be limited by applicable law and
regulations. The fund may also hold cash or other short-term investments.


The fund's investment adviser uses a "growth" style of management and seeks to
invest in securities of issuers with above average potential for earnings and
revenue growth. To select growth stocks, the adviser employs quantitative
analysis, fundamental research, and an evaluation of the issuer based on its
financial statements and operations, utilizing a bottom-up analytic style. The
adviser relies on the knowledge, experience and judgment of its staff and the
staff of its affiliates who have access to a wide variety of research. The
adviser focuses on the quality and price of individual issuers, not on economic
sector or market-timing strategies.

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


INVESTMENT ADVISER
Pioneer

                                      A-4
<PAGE>


Appendix A

PIONEER DISCIPLINED GROWTH FUND
(FORMERLY, PIONEER INDEPENDENCE FUND)



INVESTMENT OBJECTIVE
Long-term capital growth.


PRINCIPAL INVESTMENT STRATEGIES
The fund invests primarily in equity securities of U.S. issuers.

For purposes of the fund's investment policies, equity securities include
common stocks and other equity instruments, such as exchange-traded funds
(ETFs) that invest primarily in equity securities, depositary receipts,
warrants, rights, equity interests in real estate investment trusts (REITs) and
preferred stocks.

The fund may invest in issuers of any market capitalization. The fund may
invest in securities in any industry or market sector. The fund may invest in
fewer than 40 securities. The fund may invest in initial public offerings of
equity securities. In addition, the fund may invest up to 10% of its total
assets in securities of non-U.S. issuers. The fund will not invest more than 5%
of its total assets in the securities of emerging market issuers. The fund may
invest in debt securities. Generally, the fund may acquire investment grade
debt securities, but the fund may invest up to 5% of its net assets in below
investment grade debt securities (known as "junk bonds"), including below
investment grade convertible debt securities. The fund also may hold cash or
other short-term investments.


The fund may, but is not required to, use derivatives. The fund may use
derivatives for a variety of purposes, including: in an attempt to hedge
against adverse changes in the market price of securities, interest rates or
currency exchange rates; as a substitute for purchasing or selling securities;
to attempt to increase the fund's return as a non-hedging strategy that may be
considered speculative; and to manage portfolio characteristics. The fund may
choose not to make use of derivatives for a variety of reasons, and any use may
be limited by applicable law and regulations.

The fund's investment adviser uses a valuation-conscious approach to select the
fund's investments based upon the recommendations of the adviser's research
teams. The research teams use a two-step process in selecting securities that
combines fundamental and quantitative research. First, the teams assess whether
a company's fundamentals - financial condition, management, and position in its
industry - indicate strong prospects for growth and attractive valuations.
Second, the teams employ a quantitative, value-oriented approach to construct
the fund's portfolio, emphasizing those securities believed to be selling at
reasonable prices versus the underlying values. A security may be sold if its
ranking by the research team is reduced or the security price reaches a
reasonable valuation.



INVESTMENT ADVISER
Pioneer

                                      A-5
<PAGE>


Appendix A

PIONEER DISCIPLINED VALUE FUND
(FORMERLY, PIONEER FUNDAMENTAL VALUE FUND)



INVESTMENT OBJECTIVE
Long-term capital growth.


PRINCIPAL INVESTMENT STRATEGIES
The fund invests primarily in equity securities of U.S. issuers.

For purposes of the fund's investment policies, equity securities include
common stocks and other equity instruments, such as exchange-traded funds
(ETFs) that invest primarily in equity securities, depositary receipts,
warrants, rights, equity interests in real estate investment trusts (REITs) and
preferred stocks.

The fund may invest in issuers of any market capitalization. The fund may
invest in securities in any industry or market sector. The fund may invest in
fewer than 40 securities. The fund may invest in initial public offerings of
equity securities. In addition, the fund may invest up to 10% of its total
assets in securities of non-U.S. issuers. The fund will not invest more than 5%
of its total assets in the securities of emerging market issuers. The fund may
invest in debt securities. Generally, the fund may acquire investment grade
debt securities, but the fund may invest up to 5% of its net assets in below
investment grade debt securities (known as "junk bonds"), including below
investment grade convertible debt securities. The fund also may hold cash or
other short-term investments.


The fund may, but is not required to, use derivatives. The fund may use
derivatives for a variety of purposes, including: in an attempt to hedge
against adverse changes in the market price of securities, interest rates or
currency exchange rates; as a substitute for purchasing or selling securities;
to attempt to increase the fund's return as a non-hedging strategy that may be
considered speculative; and to manage portfolio characteristics. The fund may
choose not to make use of derivatives for a variety of reasons, and any use may
be limited by applicable law and regulations.

The fund's investment adviser uses a valuation-conscious approach to select the
fund's investments based upon the recommendations of the adviser's research
teams. The research teams use a two-step process in selecting securities that
combines fundamental and quantitative research. First, the teams assess whether
a company's fundamentals - financial condition, management, and position in its
industry - indicate strong prospects for growth and attractive valuations.
Second, the teams employ a quantitative, value-oriented approach to construct
the fund's portfolio, emphasizing those securities believed to be selling at
reasonable prices versus the underlying values. A security may be sold if its
ranking by the research team is reduced or the security price reaches a
reasonable valuation.



INVESTMENT ADVISER

Pioneer


                                      A-6
<PAGE>


Appendix A

PIONEER CORE EQUITY FUND
(FORMERLY, PIONEER VALUE FUND)


INVESTMENT OBJECTIVE
Long-term capital growth.


PRINCIPAL INVESTMENT STRATEGIES
Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, from investment purposes) in equity securities, primarily
of U.S. issuers. For purposes of the fund's investment policies, equity
securities include common stocks and other equity instruments, such as
exchange-traded funds (ETFs) that invest primarily in equity securities, equity
interests in real estate investment trusts (REITs), preferred stocks,
depositary receipts, rights and warrants. The fund may invest in initial public
offerings of equity securities.

The fund may invest up to 10% of its total assets in equity and debt securities
of non-U.S. issuers, including up to 5% of its total assets in the securities
of emerging markets issuers.

The fund may invest in debt securities of U.S. and non-U.S. issuers. Generally,
the fund acquires investment grade debt securities, but the fund may invest up
to 5% of its net assets in below investment grade debt securities (known as
"junk bonds"), including below investment grade convertible debt securities.

The fund may, but is not required to, use derivatives. The fund may use
derivatives, such as futures and options, for a variety of purposes, including
in an attempt to hedge against adverse changes in the market price of
securities, interest rates or currency exchange rates; as a substitute for
purchasing or selling securities; to increase the fund's return as a
non-hedging strategy that may be considered speculative; and to manage
portfolio characteristics. The fund may choose not to make use of derivatives
for a variety of reasons, and any use may be limited by applicable law and
regulations. The fund may also hold cash and other short-term investments.

The fund's investment adviser uses a valuation-conscious approach to select the
fund's investments based upon the recommendations of the adviser's research
team. The adviser selects securities that are highly ranked by the research
team and selling at reasonable prices or substantial discounts to their
underlying values. From the universe of highly ranked securities, the research
team constructs a portfolio that is reflective of overall sector weightings in
the fund's benchmark index. A security will not be included in the portfolio
simply because it is highly ranked by the research team. A security may be sold
if its ranking by the research team is reduced or the security price reaches a
reasonable valuation.

The adviser's research team evaluates a security's potential value based on the
company's assets and prospects for earning growth. In making that assessment,
the adviser employs fundamental research and an evaluation of the issuer based
on its financial statements and operations. The research team focuses on the
quality and price of individual issuers. The fund's portfolio includes
securities from a broad range of market sectors that have received favorable
rankings from the research team.



INVESTMENT ADVISER
Pioneer

                                      A-7
<PAGE>


Appendix A

PIONEER SELECT MID CAP GROWTH FUND
(FORMERLY, PIONEER GROWTH OPPORTUNITIES FUND)



INVESTMENT OBJECTIVE
Long-term capital growth.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, for investment purposes) in equity securities of mid-size
companies. Mid-size 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 Midcap Growth Index ($29.14 billion as of
December 31, 2013) or the 3-year rolling average of the market capitalization
of the largest company within the Russell Midcap Growth Index ($24.85 billion
as of December 31, 2013) as measured at the end of the preceding month, and are
not less than the smallest company within the index. The Russell Midcap Growth
Index measures the performance of U.S. mid-cap growth stocks. The size of the
companies in the index changes constantly as a result of market conditions and
the composition of the index. The fund's investments will not be confined to
securities issued by companies included in the index. For purposes of the
fund's investment policies, equity securities include common stocks and other
equity instruments, such as exchange-traded funds (ETFs) that invest primarily
in equity securities, depositary receipts, warrants, rights, equity interests
in real estate investment trusts (REITs) and preferred stocks. The fund may
invest in initial public offerings of equity securities.


The fund may invest up to 20% of its total assets in debt securities. The fund
may invest up to 5% of its net assets in below investment grade debt securities
(known as "junk bonds"), including below investment grade convertible debt
securities, issued by both U.S. and non-U.S. issuers, and securities in
default.

The fund may invest up to 20% of its net assets in REITs.

The fund may invest up to 20% of its total assets in equity and debt securities
of non-U.S. issuers. The fund will not invest more than 5% of its total assets
in the securities of emerging markets issuers.


The fund may, but is not required to, use derivatives, such as stock index
futures and options. The fund may use derivatives for a variety of purposes,
including: in an attempt to hedge against adverse changes in the market prices
of securities, interest rates or currency exchange rates; as a substitute for
purchasing or selling securities; to attempt to increase the fund's return as a
non-hedging strategy that may be considered speculative; and to manage
portfolio characteristics. The fund may choose not to make use of derivatives
for a variety of reasons, and any use may be limited by applicable law and
regulations. The fund also may hold cash or other short-term instruments.


The fund uses a "growth" style of management and seeks to invest in companies
with above average potential for earnings and revenue growth that are also
trading at attractive market valuations. To select growth stocks the fund's
investment adviser employs quantitative analysis, fundamental research and an
evaluation of the issuer based on its financial statements and operations. The
adviser relies on the knowledge, experience and judgment of its staff and the
staff of its affiliates who have access to a wide variety of research. The
adviser focuses on the quality and price of individual issuers and economic
sector analysis, not on market-timing strategies.

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


INVESTMENT ADVISER
Pioneer

                                      A-8
<PAGE>

Appendix A

PIONEER MID CAP VALUE FUND


INVESTMENT OBJECTIVE
Capital appreciation by investing in a diversified portfolio of securities
consisting primarily of common stocks.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the fund invests at least 80% of its total assets in equity
securities of mid-size companies. Mid-size 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 Midcap Value Index
($26.94 billion as of December 31, 2013) or the 3-year rolling average of the
market capitalization of the largest company within the Russell Midcap Value
Index ($24.12 billion as of December 31, 2013), as measured at the end of the
preceding month, and are not less than the smallest company within the index.
The Russell Midcap Value Index measures the performance of U.S. mid-cap value
stocks. The size of the companies in the index changes constantly with market
conditions and the composition of the index. The equity securities in which the
fund principally invests are common stocks, preferred stocks and depositary
receipts, but the fund may invest in other types of equity securities to a
lesser extent, such as exchange-traded funds (ETFs), that invest primarily in
equity securities, equity interests in real estate investment trusts (REITs),
warrants and rights. The fund may invest in initial public offerings of equity
securities.


The fund may invest up to 25% of its total assets in equity and debt securities
of non-U.S. issuers. The fund will not invest more than 5% of its total assets
in the securities of emerging markets issuers.

The fund may invest up to 20% of its net assets in REITs.

The fund may invest up to 20% of its total assets in debt securities of U.S.
and non-U.S. issuers. The fund may invest up to 5% of its net assets in below
investment grade debt securities (known as "junk bonds"), including below
investment grade convertible debt securities.


The fund may, but is not required to, use derivatives, such as stock index
futures and options. The fund may use derivatives for a variety of purposes,
including; in an attempt to hedge against adverse changes in the market price
of securities, interest rates or currency exchange rates; as a substitute for
purchasing or selling securities; to attempt to increase the fund's return as a
non-hedging strategy that may be considered speculative; and to manage
portfolio characteristics. The fund may choose not to make use of derivatives
for a variety of reasons, and any use may be limited by applicable law and
regulations. The fund may also hold cash or other short-term investments.


The fund uses a "value" style of management. The adviser seeks to identify
securities that are selling at reasonable prices or at substantial discounts to
their underlying values and then holds these securities until the market values
reflect their intrinsic values. The adviser 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,
the adviser employs fundamental research and an evaluation of the issuer based
on its financial statements and operations, employing a bottom-up analytic
style, which focuses on specific securities rather than on industries. The
adviser focuses on the quality and price of individual issuers and securities.
The adviser generally sells a portfolio security when it believes that the
security's market value reflects its underlying value.


INVESTMENT ADVISER
Pioneer

                                      A-9
<PAGE>

Appendix A

PIONEER OAK RIDGE SMALL CAP GROWTH FUND


INVESTMENT OBJECTIVE
Capital appreciation.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, for investment purposes) in equity securities of small
capitalization companies. Small capitalization 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 ($5.27
billion as of December 31, 2013) or the 3-year rolling average of the market
capitalization of the largest company within the Russell 2000 Index ($4.54
billion as of December 31, 2013) as measured at the end of the preceding month.
The Russell 2000 Index is comprised of the 2,000 smallest U.S. domiciled,
publicly traded stocks that are included in the Russell 3000 Index. The size of
the companies in the Index changes constantly as a result of market conditions
and the composition of the Index. The fund's investments will not be confined
to securities issued by companies included in the Index. For purposes of the
fund's investment policies, equity securities include common stocks and other
equity instruments, such as exchange-traded funds (ETFs) that invest primarily
in equity securities, depositary receipts, warrants, rights, equity investments
in real estate investment trusts (REITs) and preferred stocks. The fund may
invest in initial public offerings of equity securities.


The fund may invest up to 20% of its total assets in equity and debt securities
of non-U.S. issuers. The fund will not invest more than 10% of its total assets
in the securities of emerging markets issuers.


The fund may invest in debt securities. The fund may invest up to 5% of its net
assets in below investment grade debt securities (known as "junk bonds"),
including below investment grade convertible debt securities and securities of
issuers that are in default.

The fund may, but is not required to, use derivatives, such as stock index
futures and options. The fund may use derivatives for a variety of purposes,
including: in an attempt to hedge against adverse changes in the market prices
of securities, interest rates or currency exchange rates; as a substitute for
purchasing or selling securities; to attempt to increase the fund's return as a
non-hedging strategy that may be considered speculative; and to manage
portfolio characteristics. The fund may choose not to make use of derivatives
for a variety of reasons, and any use may be limited by applicable law and
regulations. The fund may also hold cash or other short-term instruments.


The fund uses a "growth" style of management and seeks to invest in issuers
with above average potential for earnings growth.

When making purchase decisions for the fund, the subadviser uses a disciplined
approach that involves three primary components:
oResearch - The subadviser analyzes research on potential investments from a
  wide variety of sources, including internally generated analysis and
  research provided by institutions and the brokerage community.
oFundamentals - Once a potential investment is identified, the subadviser
  considers whether the issuer possesses certain attributes that the
  subadviser believes a "buy" candidate should possess.
oValuation - Finally, the subadviser values companies by considering price-to
  sales ratios and price-to-earnings ratios within a peer group.

From this process, the subadviser constructs a list of securities for the fund
to purchase.

The subadviser makes sell decisions for the fund based on a number of factors,
including deterioration in a company's underlying fundamentals and better
relative value in other securities.


                                      A-10
<PAGE>

Appendix A

INVESTMENT ADVISER
Pioneer (adviser); Oak Ridge Investments, LLC (subadviser)

                                      A-11
<PAGE>

Appendix A

PIONEER GLOBAL EQUITY FUND


INVESTMENT OBJECTIVE
Long-term capital growth.


PRINCIPAL INVESTMENT STRATEGIES
Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, for investment purposes) in equity securities of issuers
located throughout the world. The fund's principal focus is on companies that
exhibit solid fundamental characteristics and are underappreciated by the
market. The fund may invest in securities of any market capitalization, and in
securities in any industry or market sector. The fund may invest in both
developed and emerging markets without limit. Normally, the fund invests at
least 40% of its net assets in issuers located outside of the United States.


For purposes of the fund's investment policies, equity securities include
common stocks and other equity instruments, such as exchange-traded funds
(ETFs) that invest primarily in equity securities, depositary receipts,
warrants, rights and preferred stocks. The fund may also purchase and sell
forward foreign currency exchange contracts in non-U.S. currencies in
connection with its investments, including as a means of managing relative
currency exposure.


The fund may invest up to 20% of its total assets in debt securities of
corporate and government issuers, including up to 5% of its net assets in below
investment grade debt securities (known as "junk bonds"), and cash and cash
equivalents.


The fund may, but is not required to, use derivatives, including forward
foreign currency exchange contracts and equity-based volatility indices. The
fund may use derivatives for a variety of purposes, including: in an attempt to
hedge against adverse changes in the market price of securities, interest rates
or currency exchange rates; as a substitute for purchasing or selling
securities; to attempt to increase the fund's return as a non-hedging strategy
that may be considered speculative; and to manage portfolio characteristics.
The fund may choose not to make use of derivatives for a variety of reasons,
and any use may be limited by applicable law and regulations.

The fund integrates a top-down view of the global macro-economic landscape with
fundamental, bottom up, equity analysis. The investment process combines the
skill of the adviser's macroeconomic analyst and fundamental equity research
teams in a rigorous risk adjusted portfolio construction process. The fund
seeks to invest in those issuers that have above average potential for sales
and earnings growth that are also trading at attractive market valuations. In
selecting stocks, the adviser employs fundamental research and an evaluation of
the issuer based on its financial statements and operations. The adviser relies
on the knowledge, experience and judgment of its staff and the staff of its
affiliates who have access to a wide variety of research. The adviser focuses
on the quality and valuation of issuers and securities. The adviser generally
sells a portfolio security when it believes that the issuer no longer offers
the potential for above average earnings and sales growth. The adviser makes
that determination based upon the same criteria it uses to select portfolio
securities.



INVESTMENT ADVISER
Pioneer

                                      A-12
<PAGE>

Appendix A

PIONEER INTERNATIONAL VALUE FUND


INVESTMENT OBJECTIVE
Long-term capital growth.


PRINCIPAL INVESTMENT STRATEGIES
Normally, the fund invests at least 80% of its total assets in equity
securities of non-U.S. issuers. These issuers may be located in both developed
and emerging markets. Under normal circumstances, the fund's assets will be
invested in securities of companies domiciled in at least three different
foreign countries. Generally, the fund's investments in any country are limited
to 25% or less of its total assets. However, from time to time, the fund may
invest more than 25% of its assets in issuers organized in Japan or the United
Kingdom or in securities quoted or denominated in the Japanese yen, the British
pound and the euro.

The fund may invest without limitation in securities of issuers located in
countries with emerging economies or securities markets, but will not invest
more than 25% of its total assets in securities of issuers located in any one
such country. Emerging economies or securities markets generally will include,
but not be limited to, countries included in the Morgan Stanley Capital
International (MSCI) Emerging & Frontier Markets Index.


For purposes of the fund's investment policies, equity securities include
common stocks and other equity instruments, such as exchange-traded funds
(ETFs) that invest primarily in equity securities, depositary receipts, equity
interests in real estate investment trusts (REITs), warrants, rights and
preferred shares. The fund may invest in initial public offerings of equity
securities. The fund may also purchase and sell forward foreign currency
exchange contracts in non-U.S. currencies in connection with its investments,
including as a means of managing relative currency exposure.

The fund may invest up to 20% of its total assets in debt securities of U.S.
and non-U.S. issuers. The fund may invest up to 5% of its net assets in below
investment grade debt securities (known as "junk bonds"), including below
investment grade convertible debt securities and securities of issuers that are
in default.

The fund may, but is not required to, use derivatives. The fund may use
derivatives, including forward foreign currency exchange contracts, for a
variety of purposes, including; in an attempt to hedge against adverse changes
in the market prices of securities, interest rates or currency exchange rates;
as a substitute for purchasing or selling securities; to attempt to increase
the fund's return as a non-hedging strategy that may be considered speculative;
and to manage portfolio characteristics. The fund may choose not to make use of
derivatives for a variety of reasons, and any use may be limited by applicable
law and regulations. The fund also may hold cash or other short-term
instruments.


The fund's investment adviser uses a value approach to select the fund's
investments. The adviser seeks to identify securities that are selling at
reasonable prices or substantial discounts to their underlying values. The
adviser evaluates a security's potential value, including the attractiveness of
its market valuation, based on the company's assets and prospects for earnings
and revenue growth, employing a bottom-up analytical style. In making that
assessment, the adviser employs fundamental research and an evaluation of the
issuer based on its financial statements and operations. The adviser focuses on
the quality and price of individual issuers and securities.

The adviser generally sells a portfolio security when it believes that the
security's market value reflects its intrinsic value. The adviser makes that
determination based upon the same criteria it uses to select portfolio
securities.


INVESTMENT ADVISER
Pioneer

                                      A-13
<PAGE>

Appendix A

PIONEER EMERGING MARKETS FUND


INVESTMENT OBJECTIVE
Long-term growth of capital.


PRINCIPAL INVESTMENT STRATEGIES
The fund invests primarily in securities of emerging market issuers. Although
the fund invests in both equity and debt securities, it normally emphasizes
equity securities in its portfolio. Normally, the fund invests at least 80% of
its total assets in the securities of emerging market corporate and government
issuers. The fund considers emerging market issuers to include: issuers
organized under the laws of an emerging market country, issuers with a
principal office in an emerging market country, issuers that derive at least
50% of their gross revenues or profits from goods or services produced in
emerging markets or sales made in emerging markets, and emerging market
governmental issuers.

The fund invests in at least six emerging markets. The fund considers any
market that is not developed to be an emerging market. Emerging markets
generally will include, but not be limited to, countries included in the Morgan
Stanley Capital International (MSCI) Emerging & Frontier Markets Index. The
fund's investments will not be confined to securities issued by companies
included in the index. At the investment adviser's discretion, the fund may
invest in other emerging markets. The fund does not allocate more than 25% of
its total assets to any one country but can invest more than 25% of its total
assets in a particular region.

The fund may invest up to 20% of its total assets in securities of issuers in
any developed country (other than the U.S.).

For purposes of the fund's investment policies, equity securities include
common stocks and securities with common stock characteristics, such as
exchange-traded funds (ETFs) that invest primarily in equity securities, equity
interests in real estate investment trusts (REITs), preferred stocks,
depositary receipts, warrants and rights. The fund may invest in initial public
offerings of equity securities. The fund may also purchase and sell forward
foreign currency exchange contracts in non-U.S. currencies in connection with
its investments, including as a means of managing relative currency exposure.


The fund may invest in debt securities of any quality or maturity. The fund may
not invest more than 10% of its net assets in debt securities rated below
investment grade (known as "junk bonds") or in unrated securities of comparable
quality, including securities of issuers in default. The fund may invest in
Brady bonds, which are restructured debt of governmental issuers of emerging
market countries.

The fund may, but is not required to, use derivatives. The fund may use
derivatives, including forward foreign currency exchange contracts and stock
index futures, for a variety of purposes, including: in an attempt to hedge
against adverse changes in the market prices of securities, interest rates or
currency exchange rates; as a substitute for purchasing or selling securities;
to attempt to increase the fund's return as a non-hedging strategy that may be
considered speculative; and to manage portfolio characteristics. The fund may
choose not to make use of derivatives for a variety of reasons, and any use may
be limited by applicable law and regulations. The fund also may hold cash or
other short-term instruments.


The fund's investment adviser uses a value approach to select the fund's
investments. The adviser seeks to identify securities that are selling at
reasonable prices or substantial discounts to their underlying values. The
adviser evaluates a security's potential value, including the attractiveness of
its market valuation, based on the company's assets and prospects for long-term
revenue, earnings and cash flow growth. In making that assessment, the adviser
employs qualitative analysis, quantitative techniques, fundamental research and
an evaluation of the issuer based on its financial statements and operations.
In addition to analyzing specific


                                      A-14
<PAGE>

Appendix A

securities, the adviser determines the relative attractiveness of investing in
different emerging markets. In assessing the investment potential of each
country, the adviser considers economic growth prospects, monetary conditions,
political risks, currency risk, capital flows and other factors.

The adviser generally sells a portfolio security when it believes that the
security's market value reflects its intrinsic value. The adviser makes that
determination based upon the same criteria it uses to select portfolio
securities.


INVESTMENT ADVISER
Pioneer

                                      A-15
<PAGE>

Appendix A

PIONEER REAL ESTATE SHARES


INVESTMENT OBJECTIVES
Long-term growth of capital. Current income is a secondary objective.


PRINCIPAL INVESTMENT STRATEGIES
Normally, the fund invests at least 80% of its total assets in equity
securities of real estate investment trusts (REITs) and other real estate
industry issuers. The fund may at times emphasize particular sub-sectors of the
real estate industry. For purposes of the fund's investment policies, equity
securities include common stocks and other equity instruments, such as
exchange-traded funds (ETFs) that invest primarily in equity securities,
warrants, rights, and preferred stocks.

The fund may invest up to 20% of its total assets in debt securities of real
estate industry issuers, mortgage-backed securities and short-term investments.
The fund may invest up to 5% of its net assets in below investment grade debt
securities (known as "junk bonds"), including below investment grade
convertible debt securities.

The fund may invest up to 10% of its total assets in securities of non-U.S.
issuers. Up to 5% of the fund's total assets may be invested in the securities
of emerging markets issuers.


The fund may, but is not required to, use derivatives. The fund may use
derivatives, such as options and futures, for a variety of purposes, including;
in an attempt to hedge against adverse changes in the market price of
securities, interest rates or currency exchange rates; as a substitute for
purchasing or selling securities; to attempt to increase the fund's return as a
non-hedging strategy that may be considered speculative; and to manage
portfolio characteristics. The fund may choose not to make use of derivatives
for a variety of reasons, and any use may be limited by applicable law and
regulations. The fund also may hold cash or other short-term investments.


The fund may invest in fewer than 40 securities. The fund may invest in initial
public offerings of equity securities.

The fund uses a "growth at a reasonable price" style of management. The
subadviser seeks to invest in companies with above average potential for
earnings and revenue growth that are also trading at attractive market
valuations. To select stocks, the subadviser employs fundamental and
qualitative research and an evaluation of the issuer based on its financial
statements and operations. The subadviser focuses on the quality and price of
individual issuers and securities. The subadviser generally sells a portfolio
security when it believes that the issuer no longer offers the potential for
above average earnings and revenue growth.


INVESTMENT ADVISER

Pioneer (adviser); AEW Capital Management, L.P. (subadviser)


                                      A-16
<PAGE>

Appendix A

PIONEER EQUITY INCOME FUND


INVESTMENT OBJECTIVE
Current income and long-term growth of capital from a portfolio consisting
primarily of income producing equity securities of U.S. corporations.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the fund invests at least 80% of its total assets in income producing
equity securities of U.S. issuers. The income producing equity securities in
which the fund may invest include common stocks, preferred stocks,
exchange-traded funds (ETFs) that invest primarily in equity securities and
equity interests in real estate investment trusts (REITs). The remainder of the
fund may be invested in debt securities, most of which are expected to be
convertible into common stocks. The fund may invest in initial public offerings
of equity securities.

The fund may invest up to 20% of its total assets in equity and debt securities
of non-U.S. issuers, including depositary receipts. The fund will not invest
more than 5% of its total assets in the securities of emerging markets issuers.



The fund may invest up to 20% of its net assets in REITs.


The fund also may invest in investment grade and below investment grade debt
securities (known as "junk bonds").

The fund may, but is not required to, use derivatives, such as stock index
futures and options. The fund may use derivatives for a variety of purposes,
including; in an attempt to hedge against adverse changes in the market price
of securities, interest rates or currency exchange rates; as a substitute for
purchasing or selling securities; to attempt to increase the fund's return as a
non-hedging strategy that may be considered speculative; and to manage
portfolio characteristics. The fund may choose not to make use of derivatives
for a variety of reasons, and any use may be limited by applicable law and
regulations. The fund may also hold cash or other short-term investments.


The fund's investment adviser uses a value approach to select the fund's
investments to buy and sell. The adviser seeks securities that are selling at
substantial discounts to their underlying values and then holds these
securities until the market values reflect their intrinsic values. The adviser
evaluates a security's potential value, including the attractiveness of its
market valuation, based on the company's assets and prospects for earnings
growth. The adviser also considers a security's potential to provide a
reasonable amount of income. In making these assessments, the adviser employs
fundamental research and an evaluation of the issuer based on its financial
statements and operations, employing a bottom-up analytic style, which focuses
on specific securities rather than on industries. The adviser generally sells a
portfolio security when it believes that the security's market value reflects
its underlying value.


INVESTMENT ADVISER
Pioneer

The underlying funds that invest primarily in debt securities are:

                                      A-17
<PAGE>

Appendix A

PIONEER GOVERNMENT INCOME FUND


INVESTMENT OBJECTIVE
Current income.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, for investment purposes) in U.S. government securities, and
repurchase agreements and "when-issued" commitments with respect to these
securities. For purposes of satisfying the 80% requirement, the fund also may
invest in derivative instruments that provide exposure to U.S. government
securities or have similar economic characteristics. U.S. government securities
include U.S. Treasury obligations, such as bills, bonds and notes; obligations
issued or guaranteed as to principal and interest by the U.S. Treasury and
certain U.S. government agencies or instrumentalities, such as Government
National Mortgage Association (Ginnie Mae); obligations of issuers that are
supported by the ability of the issuer to borrow from the U.S. Treasury; and
obligations of U.S. government-sponsored entities that are neither issued nor
guaranteed by the U.S. government, such as the Federal Home Loan Mortgage
Corporation (Freddie Mac) and Federal National Mortgage Association (Fannie
Mae). The fund may invest in mortgage-backed securities issued by agencies or
instrumentalities of the U.S. government. The fund's investments in
mortgage-backed securities may include collateralized mortgage obligations
(CMOs). The fund also may invest in asset-backed securities, subordinated debt
securities and municipal securities, and may enter into mortgage dollar roll
transactions.


The fund may invest in securities with a broad range of maturities, and
maintains an average portfolio maturity which varies based upon the judgment of
the fund's investment adviser. The fund's investments may have fixed or
variable principal payments and all types of interest rate payment and reset
terms, including fixed rate, floating rate, inverse floating rate, zero coupon,
contingent, deferred and payment in kind and auction rate features.


The fund may, but is not required to, use derivatives, such as futures. The
fund may use derivatives for a variety of purposes, including: in an attempt to
hedge against adverse changes in the market price of securities, interest rates
or currency exchange rates; as a substitute for purchasing or selling
securities; to attempt to increase the fund's return as a non-hedging strategy
that may be considered speculative; and to manage portfolio characteristics.
The fund may choose not to make use of derivatives for a variety of reasons,
and any use may be limited by applicable law and regulations.


The adviser considers both broad economic and issuer specific factors in
selecting investments. In assessing the appropriate maturity and sector
weighting of the fund's portfolio, the adviser considers a variety of factors
that are expected to influence economic activity and interest rates. The
adviser selects individual securities to buy and sell based upon such factors
as a security's yield and sector diversification.


INVESTMENT ADVISER
Pioneer

                                      A-18
<PAGE>

Appendix A

PIONEER HIGH YIELD FUND


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


PRINCIPAL INVESTMENT STRATEGIES

Normally, the fund invests at least 80% of its total assets in below investment
grade (high yield) debt securities and preferred stocks. Derivative instruments
that provide exposure to such high yield debt securities and preferred stock or
have similar economic characteristics may be used to satisfy the fund's 80%
policy. Debt securities rated below investment grade are commonly referred to
as "junk bonds" and are considered speculative. The fund may invest in high
yield securities of any rating, including securities where the issuer is in
default or bankruptcy at the time of purchase.


The fund invests in securities with a broad range of maturities. The fund's
investments may have fixed or variable principal payments and all types of
interest rate and dividend payment and reset terms, including fixed rate,
adjustable rate, floating rate, zero coupon, contingent, deferred, payment in
kind and auction rate features. The fund's investments may include instruments
that allow for balloon payments or negative amortization payments.

The fund may invest in investment grade and below investment grade convertible
bonds and preferred stocks that are convertible into the equity securities of
the issuer.

The fund may invest up to 20% of its net assets in inverse floating rate
obligations (a type of derivative instrument).

The fund may invest up to 20% of its net assets in common stock issued by both
U.S. and non-U.S. issuers and other equity investments, such as exchange-traded
funds (ETFs) that invest primarily in equity securities, depositary receipts,
warrants, rights and equity interests in real estate investment trusts (REITs).


The fund may invest up to 15% of its total assets in equity and debt securities
of non-U.S. issuers.


The fund may invest a portion of its assets in mortgage-related securities,
including "sub-prime" mortgages, and asset-backed securities. The fund also may
invest a portion of its assets in subordinated debt securities, event-linked
bonds and other insurance-linked securities.

The fund may, but is not required to, use derivatives. The fund may use
derivatives, such as credit default swaps and bond and interest rate futures,
for a variety of purposes, including: in an attempt to hedge against adverse
changes in the market price of securities, interest rates or currency exchange
rates; as a substitute for purchasing or selling securities; to attempt to
increase the fund's return as a non-hedging strategy that may be considered
speculative; and to manage portfolio characteristics. The fund may choose not
to make use of derivatives for a variety of reasons, and any use may be limited
by applicable law and regulations. The fund may hold cash or other short-term
investments.


The fund's investment adviser uses a value approach to select investments to
buy and sell. The adviser seeks to identify securities that are selling at
reasonable prices or substantial discounts to their underlying values and then
holds these securities for their incremental yields or until the market values
reflect their intrinsic values. The adviser 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,
the adviser employs fundamental research and an evaluation of the issuer based
on its financial statements and operations. The adviser also considers a
security's potential to provide income.


INVESTMENT ADVISER
Pioneer

                                      A-19
<PAGE>


Appendix A

PIONEER GLOBAL MULTISECTOR INCOME FUND
(FORMERLY, PIONEER GLOBAL AGGREGATE BOND FUND)



INVESTMENT OBJECTIVE

A high level of current income.



PRINCIPAL INVESTMENT STRATEGIES

Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, for investment purposes) in debt securities of issuers
located throughout the world, including corporate and government issuers.
Derivative instruments that provide exposure to such securities or have similar
economic characteristics may be used to satisfy the fund's 80% policy. The fund
will allocate its assets among various regions and countries, including the
United States (but in no less than three different countries). Normally, the
fund invests at least 40% of its net assets (plus the amount of borrowings, if
any, for investment purposes) in issuers located outside of the United States,
including emerging market issuers. The fund has the flexibility to invest in a
broad range of issuers and segments of the debt securities markets, including:
oBelow investment grade (high yield or "junk bond") securities of U.S. and
  non-U.S. issuers
oInvestment grade securities of U.S. and non-U.S. issuers

The adviser's allocations among the segments of the debt markets depend upon
its outlook for economic, interest rate and political trends. At any given
time, the fund may have a substantial amount of its assets in any one of such
segments.

The fund may invest up to 70% of its net assets in debt securities rated below
investment grade or, if unrated, of equivalent credit quality as determined by
the adviser. Up to 20% of the fund's net assets may be invested in debt
securities rated below CCC by Standard & Poor's Financial Services LLC or the
equivalent by another nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the adviser. The fund's
investment in debt securities rated below investment grade may include debt
securities rated "D" or better, or comparable unrated securities. Debt
securities rated "D" are in default.

The fund may invest a portion of its assets in mortgage-related securities,
including "sub-prime" mortgages, and asset-backed securities. Mortgage-backed
securities represent interests in pools of mortgage loans assembled for sale to
investors by various U.S. governmental agencies, government-related
organizations and private issuers. The fund also may invest a portion of its
assets in subordinated debt securities, event-linked bonds, municipal
securities, and convertible and preferred equity securities.

The fund may invest in securities with a broad range of maturities and
maintains an average portfolio maturity which varies based upon the judgment of
the adviser. The fund's investments may have fixed or variable principal
payments and all types of interest rate payment and reset terms, including
fixed rate, floating rate, inverse floating rate, zero coupon, contingent,
deferred and payment in kind and auction rate features. The fund's investments
may include instruments that allow for balloon payments or negative
amortization payments.

In addition to investing in securities denominated in non-U.S. currencies, the
fund may hold non-U.S. currencies and may take long or short positions with
respect to a particular currency through a derivative position, such as a
forward currency exchange contract in a non-U.S. security. The fund may
purchase and sell forward currency exchange contracts in non-U.S. currencies.
The fund's currency and currency-related investments may be used to adjust
overall currency exposures, including as a means of seeking incremental return,
which may be considered a speculative technique.

The adviser considers both broad economic and issuer specific factors in
selecting a portfolio designed to achieve the fund's investment objective. In
assessing the appropriate maturity, rating, sector and country weighting of the
fund's portfolio, the adviser considers a variety of factors that are expected
to influence economic activity and interest rates. These factors include
fundamental economic indicators, such as the



                                      A-20
<PAGE>


Appendix A

rates of economic growth and inflation, global monetary policy and the relative
value of global currencies. Once the adviser determines the preferable
portfolio characteristics, the adviser selects individual securities based upon
the terms of the securities (such as yields compared to U.S. Treasuries or
comparable issues), liquidity and rating, country, sector and issuer
diversification. The adviser also employs fundamental research and due
diligence to assess an issuer's credit quality, taking into account financial
condition and profitability, future capital needs, potential for change in
rating, industry outlook, the competitive environment and management
capabilities. The adviser actively manages the fund's currency exposures based
on its analysis of the relative value of currencies, considering such factors
as the global macroeconomic environment, global monetary policy and
geopolitical factors. In making these portfolio decisions, the adviser relies
on the knowledge, experience and judgment of its staff and the staff of its
affiliates who have access to a wide variety of research.

The fund may, but is not required to, use derivatives. The fund may enter into
credit default swaps, which can be used to acquire or to transfer the credit
risk of a security without buying or selling the security. The fund also may
use other derivatives, such as futures and options on securities, indices and
currencies, forward foreign currency exchange contracts, swaps, and bond and
interest rate futures. The fund may use derivatives for a variety of purposes,
including: in an attempt to hedge against adverse changes in the market prices
of securities, interest rates or currency exchange rates; as a substitute for
purchasing or selling securities; to attempt to increase the fund's return as a
non-hedging strategy that may be considered speculative; and to manage
portfolio characteristics. The fund may choose not to make use of derivatives
for a variety of reasons, and any use may be limited by applicable law and
regulations. The fund also may hold cash or other short-term investments.



INVESTMENT ADVISER
Pioneer

                                      A-21
<PAGE>

Appendix A

PIONEER GLOBAL HIGH YIELD FUND


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


PRINCIPAL INVESTMENT STRATEGIES

Normally, the fund invests at least 80% of its total assets in below investment
grade (high yield) debt securities and preferred stocks of U.S. and non-U.S.
issuers, including governmental and corporate issuers in emerging markets.
Derivative instruments that provide exposure to such high yield debt securities
and preferred stocks or have similar economic characteristics may be used to
satisfy the fund's 80% policy. Debt securities rated below investment grade are
commonly referred to as "junk bonds" and are considered speculative. The fund
may invest in high yield securities of any rating, including securities that
are in default at the time of purchase.


The fund's portfolio consists of securities of corporate or government issuers
located in at least three countries, one of which may be the United States. The
fund may purchase and sell forward foreign currency exchange contracts in
non-U.S. currencies in connection with its investments.

The fund may invest in securities with a broad range of maturities. The fund's
investments may have fixed or variable principal payments and all types of
interest rate and dividend payment and reset terms, including fixed rate,
adjustable rate, floating rate, zero coupon, contingent, deferred, payment in
kind and auction rate features. The fund's investments may include instruments
that allow for balloon payments or negative amortization payments.

The fund may invest in investment grade and below investment grade convertible
bonds and preferred stocks that are convertible into the equity securities of
the issuer.

The fund may invest up to 20% of its net assets in inverse floating rate
obligations (a type of derivative instrument).

The fund may invest up to 10% of its total assets in equity securities,
including common stocks, exchange-traded funds (ETFs) that invest primarily in
equity securities, depositary receipts, warrants, rights and equity interests
in real estate investment trusts (REITs).


The fund may invest a portion of its assets in mortgage-related securities,
including "sub-prime" mortgages, and asset-backed securities. The fund also may
invest a portion of its assets in subordinated debt securities, event-linked
bonds and other insurance-linked securities.

The fund may, but is not required to, use derivatives. The fund may use
derivatives, such as credit default swaps, forward foreign currency exchange
contracts and bond and interest rate futures, for a variety of purposes,
including: in an attempt to hedge against adverse changes in the market price
of securities, interest rates or currency exchange rates; as a substitute for
purchasing or selling securities; to attempt to increase the fund's return as a
non-hedging strategy that may be considered speculative; and to manage
portfolio characteristics. The fund may choose not to make use of derivatives
for a variety of reasons, and any use may be limited by applicable law and
regulations. The fund also may hold cash or other short-term investments.


The fund's investment adviser uses a value approach to select investments to
buy and sell. The adviser seeks to identify securities that are selling at
reasonable prices or substantial discounts to their underlying values and then
holds these securities for their incremental yields or until the market values
reflect their intrinsic values. The adviser evaluates a security's potential
value, including the attractiveness of its market valuation, based on the
company's assets and prospects for earnings growth or the government's fiscal
policies and outlook for economic growth, inflation, unemployment and other
macroeconomic indicators. In making that assessment, the adviser employs
fundamental research and an evaluation of the issuer based on its financial
statements and operations, in the case of a corporate issuer, and the factors
referred to above in the case of a governmental issuer. The adviser also
considers a security's potential to provide income.


                                      A-22
<PAGE>

Appendix A

INVESTMENT ADVISER
Pioneer

                                      A-23
<PAGE>

Appendix A

PIONEER BOND FUND


INVESTMENT OBJECTIVE
To provide current income from an investment grade portfolio with due regard to
preservation of capital and prudent investment risk. The fund also seeks a
relatively stable level of dividends; however, the level of dividends will be
maintained only if consistent with preserving the investment grade quality of
the portfolio.


PRINCIPAL INVESTMENT STRATEGIES
Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, for investment purposes) in debt securities issued or
guaranteed by the U.S. government, its agencies and instrumentalities,
investment grade debt securities (including convertible debt) of corporate or
other issuers and cash, cash equivalents and other short-term holdings.


The fund may invest a substantial portion of its assets in mortgage-related
securities, including "sub-prime" mortgages, and asset-backed securities. The
fund also may invest a portion of its assets in subordinated debt securities,
below investment grade debt securities (known as "junk bonds"), securities that
are in default, securities of non-U.S. issuers, and event-linked bonds and
other insurance-linked securities.


The fund may invest up to 20% of its net assets in debt securities rated below
investment grade or, if unrated, of equivalent credit quality as determined by
the adviser. The fund may invest up to 15% of its total assets in securities of
non-U.S. issuers, including up to 5% of its total assets in securities of
emerging market issuers.

The fund may invest in securities with a broad range of maturities, and
maintains an average portfolio maturity which varies based upon the judgment of
the fund's investment adviser. The fund's investments may have fixed or
variable principal payments and all types of interest rate payment and reset
terms, including fixed rate, floating rate, inverse floating rate, zero coupon,
contingent, deferred and payment in kind and auction rate features. The fund's
investments may include instruments that allow for balloon payments or negative
amortization payments.


The fund may, but is not required to, use derivatives, such as credit default
swaps. The fund may use derivatives for a variety of purposes, including: in an
attempt to hedge against adverse changes in the market price of securities,
interest rates or currency exchange rates; as a substitute for purchasing or
selling securities; to attempt to increase the fund's return as a non-hedging
strategy that may be considered speculative; and to manage portfolio
characteristics. The fund may choose not to make use of derivatives for a
variety of reasons, and any use may be limited by applicable law and
regulations. The fund may also hold cash or other short-term investments.


The adviser considers both broad economic and issuer specific factors in
selecting investments. In assessing the appropriate maturity, credit quality
and sector weighting of the fund's portfolio, the adviser considers a variety
of factors that are expected to influence economic activity and interest rates.
The adviser selects individual securities to buy and sell based upon such
factors as a security's yield, liquidity and rating, an assessment of credit
quality, and sector and issuer diversification.


INVESTMENT ADVISER
Pioneer

                                      A-24
<PAGE>

Appendix A

PIONEER STRATEGIC INCOME FUND


INVESTMENT OBJECTIVE
A high level of current income.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, for investment purposes) in debt securities. Derivative
investments that provide exposure to debt securities or have similar economic
characteristics may be used to satisfy the fund's 80% policy. The fund has the
flexibility to invest in a broad range of issuers and segments of the debt
securities markets. The fund's investment adviser allocates the fund's
investments among the following three segments of the debt markets:

oBelow investment grade (high yield or "junk bond") securities of U.S. and
  non-U.S. issuers
oInvestment grade securities of U.S. issuers
oInvestment grade securities of non-U.S. issuers


The adviser's allocations among the segments of the debt markets depend upon
its outlook for economic, interest rate and political trends. At any given
time, the fund may have a substantial amount of its assets in any one of such
segments. The fund may invest in securities of issuers in any market
capitalization range, industry or market sector.


The fund invests primarily in debt securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities or non-U.S. governmental
entities; debt securities of U.S. and non-U.S. corporate issuers (including
convertible debt); and mortgage-related securities, including "sub-prime"
mortgages, and asset-backed securities.


The fund invests in securities with a broad range of maturities and maintains
an average portfolio maturity which varies based upon the judgment of the
fund's investment adviser. The fund's investments may have fixed or variable
principal payments and all types of interest rate payment and reset terms,
including fixed rate, adjustable rate, floating rate, zero coupon, contingent,
deferred, payment in kind and auction rate features. The fund's investments may
include instruments that allow for balloon payments or negative amortization
payments.

Depending upon the adviser's allocation among market segments, up to 70% of the
fund's total assets may be in debt securities rated below investment grade at
the time of purchase or determined to be of equivalent quality by the adviser.
Up to 20% of the fund's total assets may be invested in debt securities rated
below CCC by Standard & Poor's Financial Services LLC or the equivalent by
another nationally recognized statistical rating organization or determined to
be of equivalent credit quality by the adviser. The fund's investments in debt
securities rated below investment grade may include securities that are in
default. The fund may invest in subordinated debt securities, event-linked
bonds and other insurance-linked securities, and municipal securities. The fund
may also invest in Treasury Inflation Protected Securities ("TIPS") and other
inflation-linked debt securities.


Up to 85% of the fund's total assets may be in debt securities of non-U.S.
corporate and governmental issuers, including debt securities of corporate and
governmental issuers in emerging markets.

The fund may invest up to 20% of its total assets in equity securities,
including common stocks, preferred stocks, rights, warrants, depositary
receipts, exchange-traded funds (ETFs) that invest primarily in equity
securities and equity interests in real estate trusts (REITs).


The fund may, but is not required to, use derivatives, such as credit default
swaps, forward foreign currency exchange contracts, and bond and interest rate
futures. The fund may use derivatives for a variety of purposes, including: in
an attempt to hedge against adverse changes in the market price of securities,
interest rates or currency exchange rates; as a substitute for purchasing or
selling securities; to attempt to increase the fund's



                                      A-25
<PAGE>


Appendix A

return as a non-hedging strategy that may be considered speculative; and to
manage portfolio characteristics. The fund may choose not to make use of
derivatives for a variety of reasons, and any use may be limited by applicable
law and regulations. The fund also may hold cash or other short-term
investments.


The adviser considers both broad economic and issuer specific factors in
selecting investments. In assessing the appropriate maturity, rating, sector
and country weightings of the portfolio, the adviser considers a variety of
factors that are expected to influence economic activity and interest rates.
The adviser selects individual securities to buy and sell based upon such
factors as a security's yield, liquidity and rating, an assessment of credit
quality, and sector and issuer diversification.


INVESTMENT ADVISER
Pioneer

                                      A-26
<PAGE>


Appendix A

PIONEER DYNAMIC CREDIT FUND
(FORMERLY, PIONEER ABSOLUTE RETURN CREDIT FUND)



INVESTMENT OBJECTIVES
A high level of current income. Capital appreciation is a secondary objective.


PRINCIPAL INVESTMENT STRATEGIES

The fund selects investments from a broad spectrum of debt securities. The fund
is managed using a benchmark unconstrained approach, which means that it is not
managed relative to an index. Accordingly, the fund does not seek to generate
returns consistent with broader financial market movements, instead seeking to
generate positive total returns over the course of different market
environments. Total return is a combination of current income and capital
appreciation. As part of its overall strategy, the fund uses derivatives in an
effort to limit the effect of market volatility on its portfolio of securities.
The fund also may use derivatives for a variety of other hedging and
non-hedging purposes.


Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, for investment purposes) in debt securities. For purposes
of satisfying the 80% requirement, the fund may invest in derivative
instruments that have economic characteristics similar to such debt securities.
The fund has the flexibility to invest in a broad range of issuers and segments
of the debt securities markets. The adviser allocates the fund's debt
securities among different instruments and segments of the debt markets, based
on its outlook for economic, interest rate and political trends. Debt
securities may include instruments and obligations of U.S. and non-U.S.
corporate and other non-governmental entities, those of U.S. and non-U.S.
governmental entities, mortgage-related or mortgage-backed securities
(including "sub-prime" mortgages), asset-backed securities, floating rate
loans, convertible securities, preferred securities, Treasury Inflation
Protected Securities ("TIPS") and other inflation-linked debt securities,
subordinated debt securities, event-linked bonds, and funds that invest
primarily in debt securities. The fund may invest without limit in debt
securities of any credit quality, including those rated below investment grade
(known as "junk bonds") or, if unrated, of equivalent credit quality as
determined by the fund's investment adviser. The fund's investments in debt
securities rated below investment grade may include securities that are in
default. The fund may invest in securities of issuers located in emerging
markets.

The fund invests in securities with a broad range of maturities and maintains
an average portfolio maturity that varies based upon the judgment of the
adviser. The fund's investments may have fixed or variable principal payments
and all types of interest rate payment and reset terms, including fixed rate,
adjustable rate, floating rate, zero coupon, contingent, deferred, payment in
kind and auction rate features.

The fund may invest in equity securities, including common stocks, rights,
warrants, depositary receipts, exchange-traded funds (ETFs) that invest
primarily in equity securities and equity interests in real estate trusts
(REITs). The fund may invest in equity securities as a consequence of holding
debt of the same issuer or when the adviser believes the securities offer the
potential for capital gains or other portfolio management purposes, although
equity securities may not pay dividends or contribute to achieving the fund's
investment objective of a high level of current income.


The adviser considers both broad economic and issuer specific factors in
selecting a portfolio designed to achieve the fund's investment objectives. In
assessing the appropriate maturity, rating, sector and country weightings of
the fund's portfolio, the adviser considers a variety of factors that are
expected to influence economic activity and interest rates. These factors
include fundamental economic indicators, such as the rates of economic growth
and inflation, Federal Reserve and other global monetary policies and the
relative value of the U.S. dollar compared to other currencies. Once the
adviser determines the preferable portfolio characteristics, the adviser
selects individual securities based upon the terms of the securities (such as
yields compared to U.S. Treasuries or comparable issuers), liquidity and
rating, country, sector and issuer



                                      A-27
<PAGE>


Appendix A

diversification. The adviser also employs fundamental quantitative and
qualitative research to assess an issuer's credit quality, taking into account
financial condition and profitability, future capital needs, potential for
change in rating, industry outlook, the competitive environment and management
capabilities. In selecting among market segments and instruments, the adviser
considers the relative value of particular investments. The adviser may sell a
portfolio security when it believes the security no longer will contribute to
meeting the fund's investment objectives. The adviser makes that determination
based on the same criteria it uses to select portfolio securities. In making
these portfolio decisions, the adviser relies on the knowledge, experience and
judgment of its staff and the staff of its affiliates who have access to a wide
variety of research.

In addition to seeking to manage portfolio risk through conventional means,
including through in-depth credit analysis and diversification, the adviser
employs a disciplined, two-fold derivatives strategy designed to limit the
effects of near-term volatility and severe market events. This strategy, which
relies on proprietary, quantitative techniques, incorporates the adviser's
macroeconomic views as well as its view of quantitative market indicators of
financial disruption, such as the volatility of the S&P 500 Index and credit
spreads. Credit spreads measure the difference in the yield of higher yielding
bond sectors relative to U.S. Treasury bonds. Widening credit spreads can
indicate higher levels of uncertainty or distress in financial markets. Over
time, the adviser uses derivatives to seek to maintain a "dynamic" hedge
against near-term market volatility through exposure to market-, volatility-
and/or credit-oriented derivatives, which it may adjust as credit spreads widen
and narrow or as other indicators of market volatility change. As a second
measure, when indicators signal severe market distress, the investment adviser
may employ derivatives techniques designed to help limit the effects of that
distress. Derivatives in which the fund may invest for these purposes include
equity index futures, futures or swaps based on the Chicago Board of Exchange
Volatility Index (VIX), credit default swaps and Treasury futures. The VIX is
an index of market sentiment derived from S&P 500 Index option prices that is
designed to reflect investors' consensus view of expected stock market
volatility over future periods. In combination, the two elements of this
strategy are intended to help limit the effect of market volatility on the
fund's returns and generate positive returns over time. However, there can be
no guarantee that such results will be achieved.

The fund also may use derivatives for a variety of other purposes, including:
in an attempt to hedge against adverse changes in the market price of
securities, interest rates or currency exchange rates; as a substitute for
purchasing or selling securities; and to attempt to increase the fund's return
as a non-hedging strategy that may be considered speculative. The fund may
establish, through derivatives, net short positions for individual sectors,
markets, currencies or securities, or as a means of adjusting the fund's
portfolio duration or other portfolio characteristics. The fund may invest
without limit in derivative instruments. The fund may choose not to make use of
derivatives for a variety of reasons, and any use may be limited by applicable
law and regulations. The fund also may hold cash or other short-term
investments.



INVESTMENT ADVISER
Pioneer

                                      A-28
<PAGE>

Appendix A

PIONEER MULTI-ASSET ULTRASHORT INCOME FUND



INVESTMENT OBJECTIVE
A high level of current income to the extent consistent with a relatively high
level of stability of principal.



PRINCIPAL INVESTMENT STRATEGIES

Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, for investment purposes) in floating rate instruments of
U.S. and non-U.S. issuers, including: senior secured loans ("senior loans") and
second lien or other subordinated or unsecured loans; debt issued by banks and
other corporate, governmental and non-governmental entities; corporate bonds;
mortgage-backed and asset-backed securities; event-linked bonds (also known as
"catastrophe bonds"); and preferred stock. The fund may invest in floating rate
instruments of issuers in any industry or market sector. The fund also
considers as floating rate instruments, and the fund may invest without limit
in, adjustable rate securities, fixed rate securities with durations of less
than or equal to one year, funds that invest primarily in floating rate
instruments, and fixed rate securities with respect to which the fund has
entered into derivative instruments to effectively convert the fixed rate
interest payments into floating rate interest payments. The fund considers
these investments as economic equivalents of floating rate instruments. The
fund also may invest in other derivative instruments that have economic
characteristics similar to floating rate instruments for purposes of satisfying
the 80% requirement.

Under normal circumstances, the fund's average portfolio duration will be less
than two years. Duration seeks to measure the price sensitivity of a fixed
income security to changes in interest rates. If the fund's average portfolio
duration exceeds two years, the fund will take action to bring it within its
expected range within a reasonable period of time. The assumptions that are
made about a security's features and options when calculating duration may
prove to be incorrect. Duration is calculated by the adviser, is not an exact
measurement and may not reliably predict the fund's or a particular security's
price sensitivity to changes in yield or interest rates.

The fund does not have a targeted maturity range for its portfolio. The fund
may invest in securities with a broad range of maturities. The maturity of a
fixed income security is a measure of the time remaining until final payment on
the security is due.


The fund may invest up to 20% of its net assets in debt securities that are
rated below investment grade (debt securities rated below investment grade are
commonly referred to as "junk bonds") or are unrated but determined by the
fund's investment adviser to be of equivalent credit quality, and those that
are in default or in bankruptcy. The fund does not have a policy of maintaining
a specific average credit quality of its portfolio.

The fund may invest up to 35% of its total assets in debt securities of
non-U.S. issuers, including emerging market issuers. The fund does not
currently intend to invest more than 25% of its total assets in any one
non-U.S. country.

In addition to its investments in floating rate instruments, the fund also may
invest in other securities, including debt of U.S. and non-U.S. governmental,
corporate and other non-governmental issuers; mortgage-backed and asset-backed
securities; convertible securities; bonds not paying current income; bonds that
do not make regular interest payments; zero coupon securities; money market
instruments; and other short-term investments, including cash and cash
equivalents, certificates of deposit, repurchase agreements maturing in one
week or less and bankers' acceptances. The fund may receive debt securities or
equity securities as a result of the general restructuring of the debt of an
issuer, the restructuring of a floating rate loan, or as part of a package of
securities acquired with a loan.


The fund may, but is not required to, use derivatives, such as credit default
swaps. The fund may use derivatives for a variety of purposes, including: in an
attempt to hedge against adverse changes in the market price of securities,
interest rates or currency exchange rates; as a substitute for purchasing or
selling securities; and to attempt to increase the fund's return as a
non-hedging strategy that may be considered speculative. The



                                      A-29
<PAGE>

Appendix A

fund may invest without limit in derivative instruments. However, the fund may
choose not to make use of derivatives for a variety of reasons, and any use may
be limited by applicable law and regulations. The fund may hold cash or other
short-term investments.

The fund's investments may have fixed or variable principal payments and all
types of interest rate and dividend payment and reset terms, including fixed
rate, adjustable rate, floating rate, contingent, deferred, payment in kind and
auction rate features. The fund's investments may include instruments that
allow for balloon payments or negative amortization payments.

The fund may invest in equity securities, including common stocks, rights,
warrants, depositary receipts, exchange-traded funds (ETFs) that invest
primarily in equity securities and equity interests in real estate investment
trusts (REITs). The fund may invest in equity securities as a consequence of
holding debt of the same issuer, when the adviser believes they offer the
potential for capital gains or for other portfolio management purposes,
although equity securities may not pay dividends or contribute to achieving the
fund's investment objective of a high level of current income.

The adviser considers both broad economic and issuer specific factors in
selecting a portfolio designed to achieve the fund's investment objectives. In
assessing the appropriate duration, rating, sector and country weightings of
the fund's portfolio, the adviser considers a variety of factors that are
expected to influence economic activity and interest rates. These factors
include fundamental economic indicators, such as the rates of economic growth
and inflation, Federal Reserve monetary policy, and the relative value of the
U.S. dollar compared to other currencies. Once the adviser determines the
preferable portfolio characteristics, the adviser selects individual securities
based upon the terms of the securities (such as yields compared to U.S.
Treasuries or comparable issues), liquidity, credit quality, and sector and
issuer diversification. The adviser also employs fundamental quantitative and
qualitative research to assess an issuer's credit quality, taking into account
financial condition and profitability, future capital needs, potential for
change in rating, industry outlook, the competitive environment and management
capabilities. The adviser may sell a portfolio security when it believes the
security no longer will contribute to meeting the fund's investment objectives.
The adviser makes that determination based on the same criteria it uses to
select portfolio securities.


INVESTMENT ADVISER
Pioneer

                                      A-30
<PAGE>

Appendix A

PIONEER FLOATING RATE FUND


INVESTMENT OBJECTIVE
A high level of current income.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the fund invests at least 80% of its net assets (plus the amount of
borrowings, if any, for investment purposes) in floating rate loans and other
floating rate investments. Derivative investments that provide exposure to such
floating rate securities or have similar economic characteristics may be used
to satisfy the fund's 80% policy. Floating rate investments are securities and
other instruments with interest rates that adjust or "float" periodically based
on a specified interest rate or other reference and include floating rate
loans, repurchase agreements, money market securities and shares of money
market and short term bond funds. The fund also considers as floating rate
instruments, and the fund may invest without limit in, adjustable rate
securities, fixed rate securities with durations of less than or equal to one
year, funds that invest primarily in floating rate instruments, and fixed rate
securities with respect to which the fund has entered into derivative
instruments to effectively convert the fixed rate interest payments into
floating rate interest payments. The fund considers these investments as
economic equivalents of floating rate instruments.

Floating rate loans typically are rated below investment grade (debt securities
rated below investment grade are commonly referred to as "junk bonds"). The
fund's investments in floating rate loans typically hold a senior position in
the borrower's capital structure, but may also include unsecured or
subordinated loans.

The fund's investments also may include revolving credit facility loans, high
yield corporate bonds (also known as "junk bonds"), investment grade fixed
income debt securities, preferred stocks and convertible securities. The fund
may receive debt securities or equity securities as a result of the general
restructuring of the debt of an issuer, the restructuring of a floating rate
loan, or as part of a package of securities acquired with a loan.


The fund may invest up to 35% of its total assets in debt securities of
non-U.S. issuers, including emerging market issuers. The fund does not
currently intend to invest more than 25% of its total assets in any one
non-U.S. country.


The fund may invest without limit in securities of any rating, including those
that are in default. The fund does not have a targeted maturity range for its
portfolio. The fund invests in securities with a broad range of maturities. The
fund's investments may have fixed or variable principal payments and all types
of interest rate and dividend payment and reset terms, including fixed rate,
adjustable rate, floating rate, contingent, deferred, payment in kind and
auction rate features. The fund's investments may include instruments that
allow for balloon payments or negative amortization payments. The fund has the
ability to invest in a broad range of issuers and segments of the debt
securities market. The fund may invest in securities of issuers in any market
capitalization range, industry or market sector.

The fund may invest in mortgage-related securities, including "sub-prime"
mortgages and asset-backed securities. The fund also may invest in U.S.
government securities, zero coupon securities, subordinated debt securities,
event-linked bonds and other insurance-linked securities.

The fund may, but is not required to, use derivatives, such as credit default
swaps, forward foreign currency exchange contracts and bond and interest rate
futures. The fund may use derivatives for a variety of purposes, including: in
an attempt to hedge against adverse changes in the market price of securities,
interest rates or currency exchange rates; as a substitute for purchasing or
selling securities; to attempt to increase the fund's return as a non-hedging
strategy that may be considered speculative; and to manage portfolio
characteristics. The fund may choose not to make use of derivatives for a
variety of reasons, and any use may be limited by applicable law and
regulations. The fund also may hold cash and other short-term investments.



                                      A-31
<PAGE>

Appendix A

The investment adviser considers both broad economic and issuer specific
factors in selecting a portfolio designed to achieve the fund's investment
objective. The adviser selects individual securities based upon the terms of
the securities (such as yields compared to U.S. Treasuries or comparable
issues), liquidity and rating, sector and exposure to particular issuers and
sectors. The adviser also employs fundamental research to assess an issuer's
credit quality, taking into account financial condition and profitability,
future capital needs, potential for change in rating, industry outlook, the
competitive environment and management ability. The adviser may sell a
portfolio security when it believes the security no longer will contribute to
meeting the fund's investment objective. The adviser makes that determination
based on the same criteria it uses to select portfolio securities.


INVESTMENT ADVISER
Pioneer

                                      A-32
<PAGE>

Appendix A

PIONEER SHORT TERM INCOME FUND


INVESTMENT OBJECTIVE
A high level of current income to the extent consistent with a relatively high
level of stability of principal.


PRINCIPAL INVESTMENT STRATEGIES
Normally, the fund invests primarily in debt securities issued or guaranteed by
the U.S. government, its agencies or instrumentalities, investment grade debt
securities (including convertible debt) of U.S. and non-U.S. corporate and
other issuers, mortgage-related securities, including "sub-prime" mortgages,
and asset-backed securities of U.S. and non-U.S. issuers and short-term money
market instruments of U.S. and non-U.S. issuers.


Normally, at least 80% of the fund's net assets (plus the amount of borrowings,
if any, for investment purposes) are invested in debt securities that are rated
investment grade at the time of purchase or cash and cash equivalents. The fund
may invest in debt securities of issuers in any industry or market sector.
Derivative instruments that provide exposure to investment grade debt
securities or have similar economic characteristics may be used to satisfy the
fund's 80% policy. The fund may invest up to 20% of its net assets in below
investment grade debt securities (known as "junk bonds") including securities
that are in default. The fund may invest in subordinated debt securities and
event-linked bonds.

The fund will normally maintain a dollar-weighted average portfolio maturity of
no more than 3 years. The fund's investments may have fixed or variable
principal payments and all types of interest rate payment and reset terms,
including fixed rate, adjustable rate, floating rate, inverse floating rate,
zero coupon, contingent, deferred, payment in kind and auction rate features.
The fund's investments may include instruments that allow for balloon payments
or negative amortization payments.


The fund may invest up to 20% of its total assets in securities of non-U.S.
issuers, including up to 5% of its total assets in debt securities of emerging
market issuers.

The fund may invest a substantial portion of its assets in mortgage-related
securities, including mortgage-related securities issued by private issuers.


The fund may, but is not required to, use derivatives, such as credit default
swaps. The fund may use derivatives for a variety of purposes, including: in an
attempt to hedge against adverse changes in the market price of securities,
interest rates or currency exchange rates; as a substitute for purchasing or
selling securities; to attempt to increase the fund's return as a non-hedging
strategy that may be considered speculative; and to manage portfolio
characteristics. The fund may choose not to make use of derivatives for a
variety of reasons, and any use may be limited by applicable law and
regulations.


The adviser considers both broad economic and issuer specific factors in
selecting investments. In assessing the appropriate maturity, credit quality
and sector weighting of the fund's portfolio, the adviser considers a variety
of factors that are expected to influence economic activity and interest rates.
The adviser selects individual securities to buy and sell based upon such
factors as a security's yield, liquidity and rating, an assessment of credit
quality, and sector and issuer diversification.


INVESTMENT ADVISER
Pioneer

                                      A-33
<PAGE>

Appendix A

PIONEER CASH RESERVES FUND


INVESTMENT OBJECTIVE
High current income, preservation of capital and liquidity through investments
in high-quality short-term securities.


PRINCIPAL INVESTMENT STRATEGIES
The fund is a money market fund. The fund seeks to maintain a constant net
asset value of $1.00 per share by investing in high-quality, U.S. dollar
denominated money market securities of U.S. and non-U.S. issuers, including
those issued by:
oU.S. and non-U.S. banks
oU.S. and non-U.S. corporate or private issuers
oThe U.S. government and its agencies and instrumentalities
oNon-U.S. governments
oMultinational organizations such as the World Bank

The fund may invest more than 25% of its total assets in U.S. government
securities and obligations of U.S. banks. The fund may invest in any money
market instrument that is a permissible investment for a money market fund
under the rules of the Securities and Exchange Commission, including commercial
paper, certificates of deposit, time deposits, banker's acceptances,
mortgage-backed and asset-backed securities, repurchase agreements, municipal
obligations and other short-term debt securities. These investments may include
instruments specifically structured so that they are eligible for purchase by
money market funds, including securities that have demand, tender or put
features, auction features or interest rate reset features. The fund's
investments also may include U.S. dollar denominated securities issued by
non-U.S. governments and multinational issuers, such as the World Bank. These
securities may pay interest at fixed, floating or adjustable rates, or may be
purchased at a discount.

The fund invests in accordance with the credit quality, maturity, liquidity and
diversification requirements applicable to money market funds. Within these
standards, the adviser's assessment of broad economic factors that are expected
to affect economic activity and interest rates influences securities selection.
The adviser also employs fundamental research and an evaluation of the issuer
based on its financial statements and operations, to assess an issuer's credit
quality.

The fund invests in U.S. government obligations and money market securities
that at the time of purchase are rated in one of the two highest rating
categories for short-term debt by a nationally recognized statistical rating
organization or, if unrated, determined to be of equivalent credit quality by
the fund's investment adviser. If rating organizations differ in the rating
assigned to a security, the fund will only treat the security as having the
higher rating if at least two rating organizations assigned that rating. If,
after purchase, the quality rating assigned to one or more of the fund's
securities is downgraded, or the credit quality deteriorates, or if the
maturity on a security is extended, the adviser or the Board (where required by
applicable regulations) will decide whether the security should be held or
sold.

The fund invests exclusively in securities with a maximum remaining maturity of
397 days and maintains a dollar-weighted average portfolio maturity of 60 days
or less.


INVESTMENT ADVISER
Pioneer

                                      A-34
<PAGE>

Appendix A

INVESCO INTERNATIONAL GROWTH FUND


INVESTMENT OBJECTIVE
Long-term growth of capital.


PRINCIPAL INVESTMENT STRATEGIES
The Fund invests primarily in equity securities and depositary receipts of
foreign issuers. The principal types of equity securities in which the Fund
invests are common and preferred stock.


Under normal circumstances, the Fund will provide exposure to investments that
are economically tied to at least three different countries outside of the U.S.
The Fund may also invest up to 1.25 times the amount of the exposure to
emerging markets countries in the MSCI ACWI ex USA Growth Index. Emerging
markets countries are those countries that are in the initial stages of their
industrial cycles.


The Fund invests primarily in securities of issuers that are considered by the
Fund's portfolio managers to have potential for earnings or revenue growth.

The Fund invests primarily in the securities of large-capitalization issuers;
however, the Fund may invest a significant amount of its net assets in the
securities of mid-capitalization issuers.


The Fund can invest in derivative instruments including forward foreign
currency contracts and futures contracts.


The Fund can use forward foreign currency contracts to hedge against adverse
movements in the foreign currencies in which portfolio securities are
denominated.

The Fund can use futures contracts to gain exposure to the broad market in
connection with managing cash balances or to hedge against downside risk.

The portfolio managers employ a disciplined investment strategy that emphasizes
fundamental research to identify quality growth companies and is supported by
quantitative analysis, portfolio construction and risk management techniques.
Investments for the portfolio are selected bottom-up on a security-by-security
basis. The focus is on the strengths of individual issuers, rather than sector
or country trends. The portfolio managers' strategy primarily focuses on
identifying issuers that they believe have sustainable above-average earnings
growth, efficient capital allocation, and attractive prices.

The Fund's portfolio managers may consider selling a security for several
reasons, including when (1) its price changes such that they believe it has
become too expensive, (2) the original investment thesis for the company is no
longer valid, or (3) a more compelling investment opportunity is identified.


INVESTMENT ADVISER
Invesco Advisers, Inc.

                                      A-35
<PAGE>

Appendix A

INVESCO GLOBAL SMALL & MID CAP GROWTH FUND


INVESTMENT OBJECTIVE
Long-term growth of capital.


PRINCIPAL INVESTMENT STRATEGIES
The Fund invests, under normal circumstances, at least 80% of its net assets
(plus any borrowings for investment purposes) in securities of small- and/or
mid-capitalization issuers, and in derivatives and other instruments that have
economic characteristics similar to such securities.

The Fund invests primarily in equity securities and depositary receipts of
domestic and foreign issuers. The principal types of equity securities in which
the Fund invests are common and preferred stock.

The Fund invests primarily in securities of issuers that are considered by the
Fund's portfolio managers to have potential for earnings or revenue growth.


The Fund considers an issuer to be a small-capitalization issuer if it has a
market capitalization, at the time of purchase, no larger than the largest
capitalized issuer included in the Russell 2000(Reg. TM) Index during the most
recent 11-month period (based on month end data) plus the most recent data
during the current month. As of October 31, 2013, the capitalization of
companies in the Russell 2000(Reg. TM) Index ranged from $34 million to $5
billion.

The Fund considers an issuer to be a mid-capitalization issuer if it has a
market capitalization, at the time of purchase, within the range of the largest
and smallest capitalized issuers included in the Russell Midcap(Reg. TM) Index
during the most recent 11-month period (based on the month-end data) plus the
most recent data during the current month. As of October 31, 2013, the
capitalization of companies in the Russell Midcap(Reg. TM) Index ranged from
$364.3 million to $28.4 billion.

Under normal circumstances, the Fund will provide exposure to investments that
are economically tied to at least three different countries, including the U.S.
The Fund may also invest up to 35% of its net assets in securities of issuers
located in emerging markets countries, i.e., those that are in the initial
stages of their industrial cycles.


The Fund can invest in derivative instruments, including forward foreign
currency contracts and futures contracts.

The Fund can use forward foreign currency contracts to hedge against adverse
movements in the foreign currencies in which portfolio securities are
denominated.

The Fund can use futures contracts to gain exposure to the broad market in
connection with managing cash balances or to hedge against downside risk.

The portfolio managers employ a disciplined investment strategy that emphasizes
fundamental research to identify quality growth companies and is supported by
quantitative analysis, portfolio construction and risk management techniques.
Investments for the portfolio are selected bottom-up on a security-by-security
basis. The focus is on the strengths of individual issuers, rather than sector
or country trends. The portfolio managers' strategy primarily focuses on
identifying issuers that they believe have sustainable above-average earnings
growth, efficient capital allocation, and attractive prices.

The Fund's portfolio managers may consider selling a security for several
reasons, including when (1) its price changes such that they believe it has
become too expensive, (2) the original investment thesis for the company is no
longer valid, or (3) a more compelling investment opportunity is identified.


INVESTMENT ADVISER
Invesco Advisers, Inc.

                                      A-36
<PAGE>

Appendix A

INVESCO GLOBAL REAL ESTATE FUND


INVESTMENT OBJECTIVE
Total return through growth of capital and current income.


PRINCIPAL INVESTMENT STRATEGIES

The Fund invests, under normal circumstances, at least 80% of its net assets
(plus any borrowings for investment purposes) in securities of real estate and
real estate-related issuers, and in derivatives and other instruments that have
economic characteristics similar to such securities. The Fund invests primarily
in real estate investment trusts (REITs) and equity securities (including
common and preferred stock, and convertible securities) of domestic and foreign
issuers.

The Fund considers an issuer to be a real estate or real estate-related issuer
if at least 50% of its assets, gross income or net profits are attributable to
ownership, construction, management or sale of residential, commercial or
industrial real estate. These issuers include (i) REITs or other real estate
operating companies that (a) own property, (b) make or invest in short term
construction and development mortgage loans, or (c) invest in long-term
mortgages or mortgage pools, and (ii) companies whose products and services are
related to the real estate industry, such as manufacturers and distributors of
building supplies and financial institutions that issue or service mortgages.

The Fund may also invest in debt securities of domestic and foreign issuers
(including corporate debt obligations and commercial mortgage-backed
securities). The Fund may invest up to 10% of its net assets in non-investment
grade debt securities (commonly known as "junk bonds") of real estate and real
estate-related issuers.

The Fund invests, under normal circumstances, in securities of issuers located
in at least three different countries, including the U.S. The Fund may invest
up to 20% of its net assets in securities of issuers located in emerging
markets countries, i.e., those that are in the initial stages of their
industrial cycles.

The Fund may invest in securities of issuers of all capitalization sizes. Real
estate companies tend to have smaller asset bases compared with other market
sectors, therefore, the Fund may hold a significant amount of securities of
small- and mid-capitalization issuers.

The Fund may engage in short sales of securities. The Fund may engage in short
sales with respect to securities it owns or securities it does not own.
Generally, the Fund will sell a security short to (1) take advantage of an
expected decline in the security price in anticipation of purchasing the same
security at a later date at a lower price, or (2) to protect a profit in a
security that it owns. The Fund will not sell a security short if, as a result
of such short sale, the aggregate market value of all securities sold short
exceeds 15% of the Fund's net assets.

The Fund can invest in derivative instruments including forward foreign
currency contracts.

The Fund can use forward foreign currency contracts to hedge against adverse
movements in the foreign currencies in which portfolio securities are
denominated.

When constructing the portfolio, the portfolio managers use a
fundamentals-driven investment process, including an evaluation of factors such
as property market cycle analysis, property evaluation and management and
structure review to identify securities with characteristics including (i)
quality underlying properties, (ii) solid management teams with the ability to
effectively manage capital structure decisions and execute their stated
strategic plan, and (iii) attractive valuations relative to peer investment
alternatives.

The portfolio managers and investment team focus on equity REITs and real
estate operating issuers. Each qualified security in the investment universe is
analyzed using fundamental real estate analysis and valuation review to
identify securities that appear to have relatively favorable long-term
prospects and attractive values. Some of the fundamental real estate factors
that are considered include: forecasted occupancy and rental rates of the
various property markets in which a firm may operate, property locations,
physical attributes, management depth and skill, insider ownership, overall
debt levels, percentage of variable rate financing and



                                      A-37
<PAGE>


Appendix A

fixed charge coverage ratios. The issuers that are believed to have the most
attractive fundamental real estate attributes are then evaluated on the basis
of relative value. Some of the valuation factors that are considered include:
cash flow consistency and growth, dividend yield, dividend coverage and growth,
and cash flow and assets to price multiples.

The portfolio managers seek to construct a portfolio with risk characteristics
similar to the FTSE EPRA/NAREIT Developed Real Estate Index (the benchmark
index). The Fund uses the benchmark index as a guide in structuring the
portfolio, but the Fund is not an index fund.

The portfolio managers seek to limit risk through various controls, such as
diversifying the portfolio property types and geographic areas as well as by
considering the relative liquidity of each security and limiting the size of
any one holding.

The portfolio managers will consider selling a security if they conclude (1)
its relative valuation has fallen below desired levels, (2) its risk/return
profile has changed significantly, (3) its fundamentals have changed, or (4) a
more attractive investment opportunity is identified.



INVESTMENT ADVISER
Invesco Advisers, Inc. (adviser), Invesco Asset Management Limited
(sub-adviser)

                                      A-38
<PAGE>


Appendix A

INVESCO SELECT COMPANIES FUND



INVESTMENT OBJECTIVE
Long-term growth of capital.


PRINCIPAL INVESTMENT STRATEGIES
The Fund generally invests in equity securities of small-capitalization
issuers. The principal type of equity security in which the Fund invests is
common stock.

The Fund may invest up to 10% of its net assets in fixed-income securities such
as investment-grade debt securities and longer-term U.S. Government securities.


The Fund may invest up to 25% of its net assets in foreign securities.

The Fund invests in securities that the portfolio managers believe are
undervalued based on various valuation measures. In selecting securities, the
portfolio managers seek to identify issuers that are both attractively priced
relative to their prospective earnings and cash flow, and have strong long-term
growth prospects. In evaluating issuers, the portfolio managers emphasize
several factors such as the quality of the issuer's management team, their
commitment to securing a competitive advantage, and the issuer's sustainable
growth potential.

The portfolio managers typically consider whether to sell a security in any of
four circumstances: 1) a more attractive investment opportunity is identified,
2) the full value of the investment is deemed to have been realized, 3) there
has been a fundamental negative change in the management strategy of the
issuer, or 4) there has been a fundamental negative change in the competitive
environment.

The Fund may at times invest a significant amount of its assets in cash and
cash equivalents, including money market funds, if the portfolio managers are
not able to find equity securities that meet their investment criteria. As a
result, the Fund may not achieve its investment objective.


INVESTMENT ADVISER
Invesco Advisers, Inc. (adviser); Invesco Canada Ltd. (sub-adviser)

                                      A-39
<PAGE>

Appendix A

BLACKROCK CAPITAL APPRECIATION FUND, INC.


INVESTMENT OBJECTIVE
Long-term growth of capital.


PRINCIPAL INVESTMENT STRATEGIES
The Fund will seek to achieve its investment objective by investing primarily
in a diversified portfolio consisting primarily of common stock of U.S.
companies that Fund management believes have exhibited above-average growth
rates in earnings over the long term. In other words, Fund management tries to
choose investments that will increase in value over the long term.

The Fund will generally invest at least 65% of its total assets in the
following equity securities:
oCommon stock;
oConvertible preferred stock;
oSecurities convertible into common stock; and
oRights to subscribe to common stock.


Of these securities the Fund generally seeks to invest primarily in common
stock.


The Fund may invest in companies of any size but emphasizes investments in
companies that have medium to large stock market capitalizations (currently,
approximately $2 billion or more).

Convertible securities generally are debt securities or preferred stock that
may be converted into common stock. Convertible securities typically pay
current income as either interest (debt security convertibles) or dividends
(preferred stock). A convertible's value usually reflects both the stream of
current income payments and the market value of the underlying common stock.
The Fund may purchase securities pursuant to the exercise of subscription
rights, which allow an issuer's existing shareholders to purchase additional
common stock at a price substantially below the market price of the shares.


INVESTMENT ADVISER
BlackRock Advisors, LLC (adviser); BlackRock Investment Management, LLC
(sub-adviser)

                                      A-40
<PAGE>

Appendix A

BLACKROCK INTERNATIONAL INDEX FUND


INVESTMENT OBJECTIVE
The investment objective of BlackRock International Index Fund ("International
Index Fund" or the "Fund"), a series of BlackRock Index Funds, Inc., (the
"Corporation"), is to match the performance of the MSCI EAFE Index (Europe,
Australasia, Far East) (the "MSCI EAFE Index") in U.S. dollars with net
dividends as closely as possible before the deduction of Fund expenses.


PRINCIPAL INVESTMENT STRATEGIES
International Index Fund employs a "passive" management approach, attempting to
invest in a portfolio of assets whose performance is expected to match
approximately the performance of the MSCI EAFE Index. The Fund will be
substantially invested in securities in the MSCI EAFE Index, and will invest,
under normal circumstances, at least 80% of its assets in securities or other
financial instruments that are components of or have economic characteristics
similar to the securities included in the MSCI EAFE Index. The Fund may change
its target index if Fund management believes a different index would better
enable the Fund to match the performance of the market segment represented by
the current index.

International Index Fund invests in a statistically selected sample of equity
securities included in the MSCI EAFE Index and in derivative instruments linked
to the MSCI EAFE Index. Equity securities include common stock, preferred
stock, securities convertible into common stock and securities or other
instruments whose price is linked to the value of common stock. The Fund will,
under normal circumstances, invest in all of the countries represented in the
MSCI EAFE Index. The Fund may not, however, invest in all of the companies
within a country represented in the MSCI EAFE Index, or in the same weightings
as in the MSCI EAFE Index.

The Fund is a "feeder" fund that invests all of its assets in Master
International Index Series, a series of Quantitative Master Series LLC (the
"Master LLC"), which has the same investment objective and strategies as the
Fund. All investments are made at the Master International Index Series level.
This structure is sometimes called a "master/feeder" structure. The Fund's
investment results will correspond directly to the investment results of Master
International Index Series. For simplicity, this prospectus uses the terms
"International Index Fund" or "Fund" to include Master International Index
Series.


INVESTMENT ADVISER
BlackRock Advisors, LLC. (adviser); BlackRock Investment Management, LLC.
(subadviser)

                                      A-41
<PAGE>

Appendix A

BLACKROCK VALUE OPPORTUNITIES FUND, INC.


INVESTMENT OBJECTIVE
The investment objective of the BlackRock Value Opportunities Fund, Inc. (the
"Fund") is to seek long term growth of capital by investing in a diversified
portfolio of securities, primarily common stock, of relatively small companies
that management of the Fund believes have special investment value and emerging
growth companies regardless of size.

The Fund is a "feeder" fund that invests all of its assets in a "master"
portfolio, Master Value Opportunities LLC (the "Master LLC"), that has the same
investment objective and strategies as the Fund. All investments will be made
at the Master LLC level. This structure is sometimes called a "master/feeder"
structure. The Fund's investment results will correspond directly to the
investment results of the Master LLC. For simplicity, this prospectus uses the
term "Fund" to include the Master LLC.


PRINCIPAL INVESTMENT STRATEGIES
The Fund invests primarily in common stock of small companies and emerging
growth companies that Fund management believes have special investment value.
This means that the Fund seeks to invest in companies that Fund management
believes to be undervalued. A company's stock is undervalued when the stock's
current price is less than what the Fund believes a share of the company is
worth. A company's worth can be assessed by several factors, such as financial
resources, value of tangible assets, sales and earnings growth, rate of return
on capital, product development, quality of management, and overall business
prospects. A company's stock may become undervalued when most investors fail to
perceive the company's strengths in one or more of these areas. Fund management
may also determine a company is undervalued if its stock price is down because
of temporary factors from which Fund management believes the company will
recover.


For these purposes, small companies are defined as companies whose market
capitalization is similar to the market capitalization of companies in the
Russell 2000(Reg. TM) or the S&P SmallCap 600(Reg. TM) at the time of the
Fund's investment. Companies whose capitalization no longer meets this
definition after purchase continue to be considered small market capitalization
companies. As of March 31, 2013, the Russell 2000(Reg. TM) included companies
with capitalizations up to $3.2 billion and the S&P SmallCap 600(Reg. TM)
included companies with capitalizations up to $1.4 billion. The market
capitalizations of companies in the index change with market conditions and the
composition of the index. Emerging growth companies are defined as companies of
any market capitalization without a long or consistent history of earnings but
that Fund management believes have the potential for earnings growth over an
extended period of time.

Equity securities in which the Fund may invest include common stock, preferred
stock, securities convertible into common stock, and index securities that are
based on a group of common stocks. The Fund may invest in derivative
instruments, such as options and futures, the values of which are based on a
common stock or group of common stocks. The Fund may use derivatives to hedge
its investment portfolio against market and currency risks as well as to
increase the return on its portfolio investments. The derivatives that the Fund
may use include, but are not limited to, futures, forwards, options, and
indexed securities.


The Fund will invest primarily in U.S. companies that do most of their business
in the United States, but may invest a portion of its assets in foreign
companies. It is anticipated that in the immediate future, the Fund will invest
not more than 30% of its total assets in the securities of foreign issuers,
including issuers in emerging markets.


INVESTMENT ADVISER
BlackRock Advisors, LLC. (adviser); BlackRock Investment Management, LLC.
(subadviser)

                                      A-42
<PAGE>

Appendix A

OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND(Reg. TM)


INVESTMENT OBJECTIVE
The Fund seeks capital appreciation.


PRINCIPAL INVESTMENT STRATEGIES
Under normal market conditions, the Fund will invest at least 80% of its net
assets, including any borrowings for investment purposes, in securities of
"small-cap" and "mid-cap" companies. A company's "market capitalization" is the
value of its outstanding common stock. The Fund considers small-cap and mid-cap
companies to be those having a market capitalization in the range of the
Russell 2500(TM) Index and the Russell Midcap(Reg. TM) Index, measures of
small- to mid-cap issuers. The capitalization ranges of those indices are
subject to change at any time due to market activity or changes in the
composition of the indices. The ranges of the Russell 2500(TM) Index and the
Russell Midcap(Reg. TM) Index generally widen over time and are reconstituted
annually to preserve their small- and mid-cap characteristics. The Fund
measures a company's capitalization at the time the Fund buys a security and is
not required to sell a security if the company's capitalization moves outside
of the Fund's capitalization definition.

The portfolio managers use both fundamental research and quantitative models to
identify investment opportunities. While the process may change over time or
vary in particular cases, in general the selection process currently:
oaims to maintain broad diversification across all major economic sectors;
ouses quantitative models, including sector-specific factors, to rank
  securities within each economic sector;
ouses a fundamental approach to analyze issuers based on factors such as a
  company's financial performance, competitive strength, industry position,
  business practices and management; and
oconsiders market trends, current industry outlooks and general economic
  conditions.

In constructing the portfolio, the Fund seeks to limit exposure to so-called
"top-down" or "macro" risks, such as overall stock market movements, economic
cycles, and interest rate or currency fluctuations. Instead, the portfolio
managers seek to add value by selecting individual securities with superior
company-specific fundamental attributes or relative valuations that they expect
to outperform their industry and sector peers. This is commonly referred to as
a "bottom-up" approach to portfolio construction.

The portfolio managers consider stock rankings, benchmark weightings and
capitalization outlooks in determining security weightings for individual
issuers. Although the Fund mainly invests in U.S. companies, it can invest in
securities issued by companies or governments in any country. The Fund
primarily invests in common stock but may also invest in other types of
securities, such as units of master limited partnerships or other securities
that are consistent with its investment objective.

The portfolio managers might sell a security if the price is approaching their
price target, if the company's competitive position has deteriorated or the
company's management has performed poorly, or if they have identified more
attractive investment prospects.


INVESTMENT ADVISER
OFI Global Asset Management, Inc. (adviser); OppenheimerFunds, Inc.
(subadviser)

                                      A-43
<PAGE>

Appendix A

OPPENHEIMER COMMODITY STRATEGY TOTAL RETURN FUND


INVESTMENT OBJECTIVE
The Fund seeks total return.


PRINCIPAL INVESTMENT STRATEGIES
The Fund mainly invests in a combination of commodity-linked derivatives and
corporate and governmental fixed-income securities. Derivatives are investments
whose value depends on (or is "derived" from) the value of an underlying
security, asset, interest rate, index or currency. A commodity-linked
derivative's value is generally linked to the price movement of a particular
commodity, commodity index, or commodity option or futures contract. Some
commodity-linked derivatives may be based on a multiple of those price
movements.

Commodity-linked derivatives provide exposure to the commodities markets
without investing directly in physical commodities. They include
commodity-linked notes, swaps, futures and options that are linked to the price
movements of a physical commodity such as heating oil, livestock, or
agricultural products; a commodity index such as the Dow Jones-UBS Commodity
Index Total Return ("DJ-UBS Commodity Index"); a commodity option or futures
contract; or some other readily measurable variable that reflects changes in
the value of particular commodities or commodities markets.

The Fund's commodity-linked investments are generally allocated to five
different commodities "sectors" (energy, agriculture, precious metals,
industrial metals and livestock) based on those sector weightings in the DJ-UBS
Commodity Index. The DJ-UBS Commodity Index represents 22 commodities and five
commodity sectors, which are currently weighted annually for diversification
purposes so that no related group of commodities constitutes more than 33% of
the index and no single commodity constitutes more than 15% or less than 2% of
the index. The Fund is not an "index" fund, however, and its investment
allocations and performance will usually differ from the weightings and
performance of the DJ-UBS Commodity Index. Under normal circumstances, the Fund
will invest 25% or more of its total assets in investments linked to these
sectors as a group. At times the Fund may emphasize investments in some
industries or sectors more than others.

The Fund uses a team approach to construct a portfolio of fixed-income
securities for liquidity purposes, for collateral management or to seek income.
The Fund's fixed-income securities may be of any maturity and may include, but
are not limited to, U.S. Government securities, repurchase agreements, money
market securities and shares of affiliated money market funds. The Fund may
purchase investment-grade securities and can invest up to 10% of its total
assets in below investment-grade securities (also referred to as "junk bonds").


The Fund may invest in other types of derivative instruments to seek to
increase its investment returns or hedge against declines in the value of its
other investments. Some of the other derivatives the Fund may invest in are
forwards, options, futures and swaps relating to debt securities, interest
rates or currencies. The Fund may invest in U.S. or foreign instruments.

The portfolio managers use a model-driven approach and their own analysis and
judgment to try to identify differences in quality and value between two
commodities or contracts with the intent of identifying opportunities. The
portfolio managers incorporate both fundamental and technical factors intended
to identify mispricings for individual commodities or sectors and catalysts
that may potentially eliminate those particular mispricings.

The portfolio managers also consider which instrument or form of investment
seems best suited to provide the desired commodities exposure: investing in a
commodity-linked note, a commodity futures contract, a swap, or an option on a
futures contract. The Fund might enter into an investment directly or it can
also invest up to 25% of its total assets indirectly through its wholly-owned
and controlled subsidiary, as described below.

The Fund has established a Cayman Islands exempted company that is wholly-owned
and controlled by the Fund (the "Subsidiary"). The Fund may invest up to 25% of
its total assets in the Subsidiary. The Subsidiary invests primarily in
commodity-linked derivatives (including commodity futures, financial futures,
options and swap contracts) and exchange-traded funds related to gold or other
special minerals ("Gold ETFs"). The Subsidiary


                                      A-44
<PAGE>

Appendix A

may also invest in certain fixed-income securities and other investments that
may serve as margin or collateral for its derivatives positions. Investments in
the Subsidiary are intended to provide the Fund with exposure to commodities
market returns within the limitations of the federal tax requirements that
apply to the Fund. The Fund applies its investment restrictions and compliance
policies and procedures, on a look-through basis, to the Subsidiary. The Fund's
investment in the Subsidiary may vary based on the portfolio managers' use of
different types of commodity-linked derivatives, fixed-income securities, Gold
ETFs, and other investments. Since the Fund may invest a substantial portion of
its assets in the Subsidiary, which may hold certain of the investments
described in this prospectus, the Fund may be considered to be investing
indirectly in those investments through its Subsidiary.


INVESTMENT ADVISER
OFI Global Asset Management, Inc. (adviser); OppenheimerFunds, Inc.
(sub-adviser)

                                      A-45
<PAGE>

Pioneer Variable Contracts Trust
PIONEER IBBOTSON MODERATE ALLOCATION VCT PORTFOLIO
CLASS I SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   20540-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>



<PAGE>

PIONEER MID CAP VALUE VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class I Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objective
and strategies.........................................  7
More on the risks of investing in the portfolio........ 10
Management............................................. 16
Pricing of shares...................................... 17
Shareholder information................................ 19
Distributions and taxes................................ 22
Financial highlights................................... 23
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVE

Capital appreciation by investing in a diversified portfolio of securities
consisting primarily of common stocks.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)   CLASS I
----------------------------------------------------------------------------------- --------
<S>                                                                                 <C>
Management Fees                                                                       0.65%
-----------------------------------------------------------------------------------    ----
Distribution and Service (12b-1) Fees                                                 0.00%
-----------------------------------------------------------------------------------    ----
Other Expenses                                                                        0.06%
-----------------------------------------------------------------------------------    ----
Total Annual Portfolio Operating Expenses                                             0.71%
-----------------------------------------------------------------------------------    ----
</TABLE>


EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same. This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
           NUMBER OF YEARS YOU OWN YOUR
                      SHARES
           (WITH OR WITHOUT REDEMPTION)
          ------------------------------
             1      3       5       10
          ------ ------- ------- -------
<S>       <C>    <C>     <C>     <C>
Class I   $73    $227    $395    $883
--------- ---    ----    ----    ----
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 99% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its total assets in equity
securities of mid-size companies. Mid-size 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 Midcap Value Index
($26.94 billion as of December 31, 2013) or the 3-year rolling average of the
market capitalization of the largest company within the Russell Midcap Value
Index ($24.12 billion as of December 31, 2013), as measured at the end of the
preceding month, and are not less than the smallest company within the index.
The Russell Midcap Value Index measures the performance of U.S. mid-cap value
stocks. The size of the companies in the index changes constantly with market
conditions and the composition of the index. The equity securities in which the
portfolio principally invests are common stocks, preferred stocks and
depositary receipts, but the portfolio may invest in other types of equity
securities to a lesser extent, such as exchange-traded funds (ETFs), that
invest primarily in equity securities, equity interests in real estate
investment trusts (REITs), warrants and rights. The portfolio may invest in
initial public offerings of equity securities.



                                       1
<PAGE>

Portfolio summary

The portfolio may invest up to 25% of its total assets in equity and debt
securities of non-U.S. issuers. The portfolio will not invest more than 5% of
its total assets in the securities of emerging markets issuers.

The portfolio may invest up to 20% of its net assets in REITs.

The portfolio may invest up to 20% of its total assets in debt securities of
U.S. and non-U.S. issuers. The portfolio may invest up to 5% of its net assets
in below investment grade debt securities (known as "junk bonds"), including
below investment grade convertible debt securities.


The portfolio may, but is not required to, use derivatives, such as stock index
futures and options. The portfolio may use derivatives for a variety of
purposes, including; in an attempt to hedge against adverse changes in the
market price of securities, interest rates or currency exchange rates; as a
substitute for purchasing or selling securities; to attempt to increase the
portfolio's return as a non-hedging strategy that may be considered
speculative; and to manage portfolio characteristics. The portfolio may choose
not to make use of derivatives for a variety of reasons, and any use may be
limited by applicable law and regulations. The portfolio may also hold cash or
other short-term investments.


The portfolio uses a "value" style of management. The adviser seeks to identify
securities that are selling at reasonable prices or at substantial discounts to
their underlying values and then holds these securities until the market values
reflect their intrinsic values. The adviser 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,
the adviser employs fundamental research and an evaluation of the issuer based
on its financial statements and operations, employing a bottom-up analytic
style, which focuses on specific securities rather than on industries. The
adviser focuses on the quality and price of individual issuers and securities.
The adviser generally sells a portfolio security when it believes that the
security's market value reflects its underlying value.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The stock market may perform
poorly relative to other investments (this risk may be greater in the short
term). High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities worldwide. Governmental and non-governmental issuers have
defaulted on, or been forced to restructure, their debts, and many other
issuers have faced difficulties obtaining credit. These market conditions may
continue, worsen or spread, including in the U.S., Europe and beyond. Further
defaults or restructurings by governments and others of their debt could have
additional adverse effects on economies, financial markets and asset valuations
around the world. In response to the crisis, the U.S. and other governments and
the Federal Reserve and certain foreign central banks have taken steps to
support financial markets, including by keeping interest rates at historically
low levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and



                                       2
<PAGE>


in other countries are affecting many aspects of financial regulation. The
impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.


MID-SIZE COMPANIES RISK. Compared to large companies, mid-size companies, and
the market for their equity securities, may be more sensitive to changes in
earnings results and investor expectations, have more limited product lines and
capital resources, experience sharper swings in market values, be harder to
sell at the times and prices the adviser thinks appropriate, and offer greater
potential for gain and loss.

VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.

PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.

RISKS OF INVESTMENTS IN REITS. Investments in real estate securities are
affected by economic conditions, interest rates, governmental actions and other
factors. In addition, 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. REITs may have lower trading volumes and may
be subject to more abrupt or erratic price movements than the overall
securities markets. Mortgage REITs are particularly subject to interest rate
and credit risks. In addition to its own expenses, the portfolio will
indirectly bear its proportionate share of any management and other expenses
paid by REITs in which it invests. Many real estate companies, including REITs,
utilize leverage.

RISKS OF CONVERTIBLE SECURITIES. The market values of convertible securities
tend to decline as interest rates increase and, conversely, to increase as
interest rates decline. A downturn in equity markets may cause the price of
convertible securities to decrease relative to other fixed income securities.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF WARRANTS AND RIGHTS. If the price of the underlying stock does not
rise above the exercise price before the warrant expires, the warrant generally
expires without any value and the portfolio loses any amount it paid for the
warrant. The failure to exercise subscription rights to purchase common shares
would result in the dilution of the portfolio's interest in the issuing
company.



                                       3
<PAGE>

Portfolio summary

DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses.

DERIVATIVES RISK. Using stock index futures and options and other derivatives
can increase portfolio losses and reduce opportunities for gains when market
prices, interest rates or the derivative instruments themselves behave in a way
not anticipated by the portfolio. Using derivatives may increase the volatility
of the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs.


PORTFOLIO TURNOVER RISK. If the portfolio does a lot of trading, it may incur
additional operating expenses, which would reduce performance.


                                       4
<PAGE>

EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class I shares from
calendar year to calendar year. The table shows the average annual total
returns for Class I shares of the portfolio over time and compares these
returns to the returns of the Russell Midcap Value Index, a broad-based measure
of market performance that has characteristics relevant to the portfolio's
investment strategies.

The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.


ANNUAL RETURN CLASS I SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04       '05    '06     '07    '08      '09     '10     '11     '12     '13
<S>       <C>    <C>     <C>    <C>      <C>     <C>     <C>     <C>     <C>
  22.12   7.88   12.59   5.58   -33.58   25.58   18.22   -5.64   11.11   33.10
</TABLE>






For the period covered by the bar chart:

THE HIGHEST CALENDAR QUARTERLY RETURN WAS 16.83% (07/01/2009 TO 09/30/2009).

THE LOWEST CALENDAR QUARTERLY RETURN WAS -21.55% (10/01/2008 TO 12/31/2008).


AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                                                     SINCE
                                                                                                                 INCEPTION
                                                                                   1 YEAR   5 YEARS   10 YEARS  (03/01/95)
                                                                                 -------- --------- ---------- -----------
<S>                                                                              <C>      <C>       <C>        <C>
Class I                                                                           33.10     15.68       7.98        10.01
--------------------------------------------------------------------------------  -----     -----       ----        -----
Russell Midcap Value Index (reflects no deduction for fees, expenses or taxes)    33.46     21.16      10.25        12.07
--------------------------------------------------------------------------------  -----     -----      -----        -----
</TABLE>



                                       5
<PAGE>

Portfolio summary

MANAGEMENT


<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   Edward T. Shadek Jr., senior vice president of Pioneer (portfolio manager of the
                       portfolio since 2013), and Timothy Horan, portfolio manager at Pioneer
                       (portfolio manager of the portfolio since 2011, assistant portfolio manager of
                       the portfolio from 2007 - 2011).
</TABLE>

TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       6
<PAGE>

More on the portfolio's investment objective
and strategies


INVESTMENT OBJECTIVE
Capital appreciation by investing in a diversified portfolio of securities
consisting primarily of common stocks.

The portfolio's investment objective may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objective.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its total assets in equity
securities of mid-size companies. Mid-size 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 Midcap Value Index
($26.94 billion as of December 31, 2013) or the 3-year rolling average of the
market capitalization of the largest company within the Russell Midcap Value
Index ($24.12 billion as of December 31, 2013), as measured at the end of the
preceding month, and are not less than the smallest company within the index.
The Russell Midcap Value Index measures the performance of U.S. mid-cap value
stocks. The size of the companies in the index changes constantly with market
conditions and the composition of the index. The equity securities in which the
portfolio principally invests are common stocks, preferred stocks and
depositary receipts, but the portfolio may invest in other types of equity
securities to a lesser extent, such as exchange-traded funds (ETFs), that
invest primarily in equity securities, equity interests in real estate
investment trusts (REITs), warrants and rights. The portfolio may invest in
initial public offerings of equity securities. The portfolio may consider an
ETF as a mid-size company for purposes of satisfying the portfolio's 80% policy
if the ETF invests at least 80% of its net assets in the equity securities of
mid-size companies.


The portfolio will provide notice to shareholders at least 60 days prior to any
change to its policy to invest at least 80% of its assets in equity securities
of mid-size companies.

The portfolio may invest up to 25% of its total assets in equity and debt
securities of non-U.S. issuers. The portfolio will not invest more than 5% of
its total assets in the securities of emerging markets issuers. The portfolio
does not count securities of Canadian issuers against the limit on investment
in securities of non-U.S. issuers.

The portfolio may invest up to 20% of its net assets in REITs.

The portfolio may invest up to 20% of its total assets in debt securities of
U.S. and non-U.S. issuers. The portfolio may invest up to 5% of its net assets
in below investment grade debt securities (known as "junk bonds"), including
below investment grade convertible debt securities. The portfolio invests in
debt securities when the adviser believes they are consistent with the
portfolio's investment objective of capital appreciation, to diversify the
portfolio's portfolio or for greater liquidity. The portfolio also may hold
cash or other short-term investments.

Pioneer Investment Management, Inc. (Pioneer), the portfolio's investment
adviser, uses a value approach to select the portfolio's investments. Using
this investment style, Pioneer seeks securities selling at reasonable prices or
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 fundamental research and an
evaluation of the issuer based on its financial statements and operations,
employing a bottom-up analytic style which focuses on specific securities
rather than on industries. Pioneer relies on the knowledge, experience and
judgment of its staff and the staff of its affiliates who have access to a wide
variety of research. Pioneer focuses on the quality and price of individual
issuers and securities, not on economic sector or market-timing strategies.
Factors Pioneer looks for in selecting investments include:
oFavorable expected returns relative to perceived risk

                                       7
<PAGE>

More on the portfolio's investment objective
and strategies

oManagement with demonstrated ability and commitment to the company
oLow market valuations relative to earnings forecast, book value, cash flow and
  sales
oTurnaround potential for companies that have been through difficult periods
oEstimated private market value in excess of current stock price. Private
  market value is the price an independent investor would pay to own the
  entire company
oIssuer's industry has strong fundamentals, such as increasing or sustainable
  demand and barriers to entry

Pioneer generally sells a portfolio security when it believes that the
security's market value reflects its underlying value.


NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers emerging
market issuers to include issuers organized under the laws of an emerging
market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets, and emerging market governmental
issuers.


INVESTMENTS IN REITS
REITs are companies that invest primarily in income producing real estate or
real estate related loans or interests. Some REITs invest directly in real
estate and derive their income from the collection of rents and capital gains
on the sale of properties. Other REITs invest primarily in mortgages, including
"sub-prime" mortgages, secured by real estate and derive their income from
collection of interest.


DEBT SECURITIES
The portfolio may invest in debt securities of U.S. and non-U.S. issuers.
Generally the portfolio may acquire debt securities that are investment grade,
but the portfolio may invest in below investment grade debt securities (known
as "junk bonds") including below investment grade convertible debt securities.
A debt security is investment grade if it is rated in one of the top four
categories by a nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the adviser.


DERIVATIVES
The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. A derivative is a security or
instrument whose value is determined by reference to the value or the change in
value of one or more securities, currencies, indices or other financial
instruments. The portfolio may use derivatives for a variety of purposes,
including:

oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative
oTo manage portfolio characteristics (for example, exposure to various market
  segments)

The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.


CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objective. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the adviser believes


                                       8
<PAGE>

securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       9
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. The stock market may perform poorly relative to other investments
(this risk may be greater in the short term). High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities; in particular, the
values of some sovereign debt and of securities of issuers that invest in
sovereign debt and related investments have fallen, credit has become more
scarce worldwide and there has been significant uncertainty in the markets.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts; and many other issuers have faced difficulties
refinancing existing obligations. These market conditions may continue, worsen
or spread, including in the U.S., Europe and beyond. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that such efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. This environment could make identifying investment risks and
opportunities especially difficult for the adviser, and whether or not the
portfolio invests in securities of issuers located in or with significant
exposure to countries experiencing economic and financial difficulties, the
value and liquidity of the portfolio's investments may be negatively affected.
In addition, policy and legislative changes in the U.S. and in other countries
are affecting many aspects of financial regulation. The impact of these changes
on the markets, and the practical implications for market participants, may not
be fully known for some time. The portfolio may experience a substantial or
complete loss on any individual security or derivative position. Particularly
during periods of declining or illiquid markets, the portfolio may experience
periods of heavy redemptions that could cause the portfolio to liquidate its
assets at inopportune times or at a loss or depressed value, and could cause
the remaining shareholders in the portfolio to lose money. Such redemption risk
is greater to the extent that the portfolio has investors with large
shareholdings, short investment horizons or unpredictable cash flow needs.

MID-SIZE COMPANIES RISK. Compared to large companies, mid-size companies, and
the market for their equity securities, may be more sensitive to changes in
earnings results and investor expectations, have more limited product lines and
capital resources, experience sharper swings in market values, be harder to
sell at the times and prices the adviser thinks appropriate, and offer greater
potential for gain and loss.


VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.

PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.


                                       10
<PAGE>

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:
oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable
oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


RISKS OF INVESTMENTS IN REITS. The portfolio has risks associated with the real
estate industry. Although the portfolio does not invest directly in real
estate, it may invest in REITs and other equity securities of real estate
industry issuers. These risks may include:
oThe U.S. or a local real estate market declines due to adverse economic
  conditions, foreclosures, overbuilding and high vacancy rates, reduced or
  regulated rents or other causes
oInterest rates go up. Rising interest rates can adversely affect the
  availability and cost of financing for property acquisitions and other
  purposes and reduce the value of a REIT's fixed income investments
oThe values of properties owned by a REIT or the prospects of other real estate
  industry issuers may be hurt by property tax increases, zoning changes,
  other governmental actions, environmental liabilities, natural disasters or
  increased operating expenses
oA REIT in the portfolio's portfolio is, or is perceived by the market to be,
  poorly managed

oIf the portfolio's real estate related investments are concentrated in one
  geographic area or property type, the portfolio will be particularly subject
  to the risks associated with that area or property type

REITs can generally be classified as equity REITs, mortgage REITs or hybrid
REITs. Equity REITs invest primarily in real property and derive income mainly
from the collection of rents. They may also realize gains or losses from the
sale of properties. Equity REITs will be affected by conditions in the real
estate rental market and by changes in the value of the properties they own.
Mortgage REITs invest primarily in mortgages and similar real estate interests
and derive income primarily from interest payments. Mortgage REITs will be
affected by changes in creditworthiness of borrowers and changes in interest
rates. Mortgage REITs are subject to the



                                       11
<PAGE>


More on the risks of investing in the portfolio

risks of default of the mortgages or mortgage-related securities in which they
invest, and REITs that invest in so-called "sub-prime" mortgages are
particularly subject to this risk. Hybrid REITs invest both in real property
and in mortgages.

Investing in REITs involves certain unique risks. REITs are dependent on
management skills, are not diversified and are subject to the risks of
financing projects. REITs are typically invested in a limited number of
projects or in a particular market segment or geographic region, and therefore
are more susceptible to adverse developments affecting a single project, market
segment or geographic region than more broadly diversified investments. REITs
are subject to heavy cash flow dependency, defaults by mortgagors or other
borrowers and tenants, self-liquidation and the possibility of failing to
qualify for certain tax and regulatory exemptions. REITs may have limited
financial resources and may experience sharper swings in market values and
trade less frequently and in a more limited volume than securities of larger
issuers. In addition to its own expenses, the portfolio will indirectly bear
its proportionate share of any management and other expenses paid by REITs in
which it invests. Such expenses are not shown in "Annual fund operating
expenses" above.

Many real estate companies, including REITs, utilize leverage (and some may be
highly leveraged), which increases investment risk and could adversely affect a
real estate company's operations and market value. Mortgage REITs tend to be
more leveraged than equity REITs. In addition, many mortgage REITs manage their
interest rate and credit risks through the use of derivatives and other hedging
techniques. In addition, capital to pay or refinance a REIT's debt may not be
available or reasonably priced. Financial covenants related to real estate
company leveraging may affect the company's ability to operate effectively.

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

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF WARRANTS AND RIGHTS. Warrants and rights gives the portfolio the right
to buy stock. A warrant specifies the amount of underlying stock, the purchase
(or "exercise") price, and the date the warrant expires. The portfolio has no
obligation to exercise the warrant and buy the stock. A warrant has value only
if the portfolio is able to exercise it or sell it before it expires. If the
price of the underlying stock does not rise above the exercise price before the
warrant expires, the warrant generally expires without any value and the
portfolio loses any amount it paid for the warrant. Thus, investments in
warrants may involve substantially more risk than investments in common stock.
Warrants may trade in the same markets as their underlying stock; however, the
price of the warrant does not necessarily move with the price of the underlying
stock.



                                       12
<PAGE>


The portfolio may purchase securities pursuant to the exercise of subscription
rights, which allow an issuer's existing shareholders to purchase additional
common stock at a price substantially below the market price of the shares. The
failure to exercise subscription rights to purchase common stock would result
in the dilution of the portfolio's interest in the issuing company. The market
for such rights is not well developed and, accordingly, the portfolio may not
always realize full value on the sale of rights.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
subject to extensive government regulation.

Industries in the consumer discretionary segment, such as consumer durables,
hotels, restaurants, media, retailing and automobiles, may be significantly
affected by the performance of the overall economy, interest rates,
competition, consumer confidence and spending, and changes in demographics and
consumer tastes.

Industries in the health care segment, such as health care supplies, health
care services, biotechnology and pharmaceuticals, may be significantly affected
by government regulation and reimbursement rates, approval of products by
government agencies, and patent expirations and litigation.


RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses. ETFs are bought
and sold based on market prices and can trade at a premium or a discount to the
ETF's net asset value.

DERIVATIVES RISK. Using stock index futures and options and other derivatives
exposes the portfolio to additional risks, may increase the volatility of the
portfolio's net asset value and may not provide the expected result.
Derivatives may have a leveraging effect on the portfolio, and they can
disproportionately increase losses and reduce opportunities for gain when
market prices, interest rates or currencies, or the derivative instruments
themselves, behave in a way not anticipated by the portfolio, especially in
abnormal market conditions. Some derivatives have the potential for unlimited
loss, regardless of the size of the portfolio's initial investment. If changes
in a derivative's value do not correspond to changes in the value of the
portfolio's other investments or do not correlate well with the underlying
assets, rate or index, the portfolio may not fully benefit from, or could lose
money on, or could experience unusually high expenses as a result of, the
derivative position. Derivatives involve the risk of loss if the counterparty
defaults on its obligation or if the clearing firm through which the derivative
has been traded becomes insolvent. Certain derivatives may be less liquid,
which may reduce the returns of the portfolio if it cannot sell or terminate
the derivative at an advantageous time or price. The portfolio also may have to
sell assets at inopportune times to satisfy its obligations. The portfolio may
be unable to terminate or sell its derivative positions. In fact, many
over-the-counter derivative instruments will not have liquidity beyond the
counterparty to the instrument. Some derivatives may involve the risk of
improper valuation. The portfolio's use of derivatives may also increase the
amount of taxes payable by shareholders. Suitable derivatives may not be
available in all circumstances or at reasonable prices and may not be used by
the portfolio for a variety of reasons. Risks associated with the use of
derivatives are magnified



                                       13
<PAGE>


More on the risks of investing in the portfolio

to the extent that a large portion of the portfolio's assets are committed to
derivatives in general or are invested in just one or a few types of
derivatives. New regulations are changing the derivatives markets. The
regulations may make using derivatives more costly, may limit their
availability, or may otherwise adversely affect their value or performance. For
derivatives that are required to be traded through a clearinghouse or exchange,
the portfolio also will be exposed to the credit risk of the clearinghouse and
the broker that submits trades for the portfolio. It is possible that certain
derivatives that are required to be cleared, such as certain swap contracts,
will not be accepted for clearing. In addition, regulated trading facilities
for swap contracts are relatively new; they may not function as intended, which
could impair the ability to enter into swap contracts. The extent and impact of
the regulations are not yet fully known and may not be for some time. The
portfolio's ability to use certain derivative instruments currently is limited
by Commodity Futures Trading Commission rules.

LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.

RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs. Because of the price volatility of IPO shares, the portfolio
may choose to hold IPO shares for a very short period of time. This may
increase the turnover of the portfolio and may lead to increased expenses to
the portfolio, such as commissions and transaction costs. The market for IPO
shares can be speculative and/or inactive for extended periods of time. There
may be only a limited number of shares available for trading. The limited
number of shares available for trading in some IPOs may also make it more
difficult for the portfolio to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on days when
the portfolio is holding fair-valued securities may receive fewer or more
shares or lower or higher redemption proceeds than they would have received if
the portfolio had not fair-valued the security or had used a different
valuation methodology. The value of foreign securities, certain fixed income
securities and currencies, as applicable, may be materially affected by events
after the close of the market on which they are valued, but before the
portfolio determines its net asset value.


PORTFOLIO TURNOVER RISK. If the portfolio does a lot of trading, it may incur
additional operating expenses, which would reduce performance.


CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objective.



                                       14
<PAGE>

EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       15
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, selects the portfolio's
investments and oversees the portfolio's operations.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio is the responsibility of Edward T.
Shadek Jr., senior vice president of Pioneer (portfolio manager of the
portfolio since 2013), and Timothy Horan, vice president of Pioneer (portfolio
manager of the portfolio since 2011). Mr. Shadek and Mr. Horan are supported by
the domestic equity team. Members of this team manage other Pioneer funds
investing primarily in U.S. equity securities. The portfolio managers and the
team also may draw upon the research and investment management expertise of the
global research teams, which provide fundamental and quantitative research on
companies and include members from one or more of Pioneer's affiliates. Mr.
Shadek joined Pioneer in January 2012. Prior to joining Pioneer, he was
co-founder and portfolio manager at Shaylor Capital. From 1997 to 2009, Mr.
Shadek was senior managing director and deputy head of investments at Putnam
Investments. Mr. Horan joined Pioneer in 2005 as an assistant portfolio
manager. Prior to joining Pioneer, he was employed at Boston Partners from 2004
to 2005 and at State Street Research from 1998 to 2004. Mr. Horan served as
assistant portfolio manager of the portfolio from 2007 to 2011.


The portfolio's 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
the portfolio.


MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.65% of the portfolio's average daily net assets. The fee is normally
accrued daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.65% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


                                       16
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated. The portfolio's most recent
net asset value is available on the portfolio's website,
www.pioneerinvestments.com.


The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
using a variety of techniques and methods.

The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.

The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily available or may be unreliable - the portfolio may
use fair value methods more frequently than funds that


                                       17
<PAGE>

Pricing of shares

primarily invest in securities that are more widely traded. Valuing securities
using fair value methods may cause the net asset value of the portfolio's
shares to differ from the net asset value that would be calculated only using
market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       18
<PAGE>

Shareholder information

PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       19
<PAGE>

Shareholder information

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       20
<PAGE>

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       21
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       22
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER MID CAP VALUE VCT PORTFOLIO


CLASS I



<TABLE>
<CAPTION>
                                                             YEAR           YEAR            YEAR          YEAR          YEAR
                                                             ENDED          ENDED           ENDED         ENDED        ENDED
                                                           12/31/13       12/31/12        12/31/11      12/31/10      12/31/09
                                                          ----------  ----------------  ------------  ------------  -----------
<S>                                                       <C>         <C>               <C>           <C>           <C>
Net asset value, beginning of period                       $ 17.42       $  15.85         $ 16.93       $  14.48     $  11.72
                                                           -------       --------         -------       --------     --------
Increase (decrease) from investment operations:
 Net investment income                                     $  0.24       $   0.24         $  0.23       $   0.18     $   0.20
 Net realized and unrealized gain (loss) on investments       5.49           1.50           (1.17)          2.43         2.76
                                                           -------       --------         -------       --------     --------
  Net increase (decrease) from investment operations       $  5.73       $   1.74         $ (0.94)      $   2.61     $   2.96
Distributions to shareowners:
 Net investment income                                     $ (0.19)      $  (0.17)        $ (0.14)      $  (0.16)    $  (0.20)
Net increase (decrease) in net asset value                 $  5.54       $   1.57         $ (1.08)      $   2.45     $   2.76
                                                           -------       --------         -------       --------     --------
Net asset value, end of period                             $ 22.96       $  17.42         $ 15.85       $  16.93     $  14.48
                                                           -------       --------         -------       --------     --------
Total return*                                                33.10%         11.11%(a)       (5.64)%        18.22%       25.58%
Ratio of net expenses to average net assets                   0.71%          0.72%           0.72%          0.74%        0.75%
Ratio of net investment income to average net assets          1.04%          1.17%           1.23%          1.02%        1.39%
Portfolio turnover rate                                         99%           103%             88%            99%          88%
Net assets, end of period (in thousands)                   $90,706       $ 81,886         $92,100       $116,729     $113,962
</TABLE>



*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.

(a)        If the Portfolio had not recognized gains in settlement of class
           action lawsuits during the year ended December 31, 2012, the total
           return would have been 11.08%.

NOTE : The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, separate account charges, and sale
    charges.



                                       23
<PAGE>


                                     Notes

                                       24

<PAGE>


                                     Notes


                                       25
<PAGE>

Pioneer Variable Contracts Trust
PIONEER MID CAP VALUE VCT PORTFOLIO
CLASS I SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   19093-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>


<PAGE>

PIONEER MID CAP VALUE VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class II Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objective
and strategies.........................................  7
More on the risks of investing in the portfolio........ 10
Management............................................. 16
Pricing of shares...................................... 18
Shareholder information................................ 20
Distributions and taxes................................ 23
Financial highlights................................... 24
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVE

Capital appreciation by investing in a diversified portfolio of securities
consisting primarily of common stocks.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)   CLASS II
----------------------------------------------------------------------------------- ---------
<S>                                                                                 <C>
Management Fees                                                                        0.65%
-----------------------------------------------------------------------------------     ----
Distribution and Service (12b-1) Fees                                                  0.25%
-----------------------------------------------------------------------------------     ----
Other Expenses                                                                         0.06%
-----------------------------------------------------------------------------------     ----
Total Annual Portfolio Operating expenses                                              0.96%
-----------------------------------------------------------------------------------     ----
</TABLE>


EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same. This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
             NUMBER OF YEARS YOU OWN YOUR
                        SHARES
             (WITH OR WITHOUT REDEMPTION)
           --------------------------------
              1      3       5        10
           ------ ------- ------- ---------
<S>        <C>    <C>     <C>     <C>
Class II   $98    $306    $531    $1,178
---------- ---    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 99% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its total assets in equity
securities of mid-size companies. Mid-size 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 Midcap Value Index
($26.94 billion as of December 31, 2013) or the 3-year rolling average of the
market capitalization of the largest company within the Russell Midcap Value
Index ($24.12 billion as of December 31, 2013), as measured at the end of the
preceding month, and are not less than the smallest company within the index.
The Russell Midcap Value Index measures the performance of U.S. mid-cap value
stocks. The size of the companies in the index changes constantly with market
conditions and the composition of the index. The equity securities in which the
portfolio principally invests are common stocks, preferred stocks and
depositary receipts, but the portfolio may invest in other types of equity
securities to a lesser extent, such as exchange-traded funds (ETFs), that
invest primarily in equity securities, equity interests in real estate
investment trusts (REITs), warrants and rights. The portfolio may invest in
initial public offerings of equity securities.



                                       1
<PAGE>

Portfolio summary

The portfolio may invest up to 25% of its total assets in equity and debt
securities of non-U.S. issuers. The portfolio will not invest more than 5% of
its total assets in the securities of emerging markets issuers.

The portfolio may invest up to 20% of its net assets in REITs.

The portfolio may invest up to 20% of its total assets in debt securities of
U.S. and non-U.S. issuers. The portfolio may invest up to 5% of its net assets
in below investment grade debt securities (known as "junk bonds"), including
below investment grade convertible debt securities.


The portfolio may, but is not required to, use derivatives, such as stock index
futures and options. The portfolio may use derivatives for a variety of
purposes, including; in an attempt to hedge against adverse changes in the
market price of securities, interest rates or currency exchange rates; as a
substitute for purchasing or selling securities; to attempt to increase the
portfolio's return as a non-hedging strategy that may be considered
speculative; and to manage portfolio characteristics. The portfolio may choose
not to make use of derivatives for a variety of reasons, and any use may be
limited by applicable law and regulations. The portfolio may also hold cash or
other short-term investments.


The portfolio uses a "value" style of management. The adviser seeks to identify
securities that are selling at reasonable prices or at substantial discounts to
their underlying values and then holds these securities until the market values
reflect their intrinsic values. The adviser 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,
the adviser employs fundamental research and an evaluation of the issuer based
on its financial statements and operations, employing a bottom-up analytic
style, which focuses on specific securities rather than on industries. The
adviser focuses on the quality and price of individual issuers and securities.
The adviser generally sells a portfolio security when it believes that the
security's market value reflects its underlying value.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The stock market may perform
poorly relative to other investments (this risk may be greater in the short
term). High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities worldwide. Governmental and non-governmental issuers have
defaulted on, or been forced to restructure, their debts, and many other
issuers have faced difficulties obtaining credit. These market conditions may
continue, worsen or spread, including in the U.S., Europe and beyond. Further
defaults or restructurings by governments and others of their debt could have
additional adverse effects on economies, financial markets and asset valuations
around the world. In response to the crisis, the U.S. and other governments and
the Federal Reserve and certain foreign central banks have taken steps to
support financial markets, including by keeping interest rates at historically
low levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and



                                       2
<PAGE>


in other countries are affecting many aspects of financial regulation. The
impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.


MID-SIZE COMPANIES RISK. Compared to large companies, mid-size companies, and
the market for their equity securities, may be more sensitive to changes in
earnings results and investor expectations, have more limited product lines and
capital resources, experience sharper swings in market values, be harder to
sell at the times and prices the adviser thinks appropriate, and offer greater
potential for gain and loss.

VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.

PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.

RISKS OF INVESTMENTS IN REITS. Investments in real estate securities are
affected by economic conditions, interest rates, governmental actions and other
factors. In addition, 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. REITs may have lower trading volumes and may
be subject to more abrupt or erratic price movements than the overall
securities markets. Mortgage REITs are particularly subject to interest rate
and credit risks. In addition to its own expenses, the portfolio will
indirectly bear its proportionate share of any management and other expenses
paid by REITs in which it invests. Many real estate companies, including REITs,
utilize leverage.

RISKS OF CONVERTIBLE SECURITIES. The market values of convertible securities
tend to decline as interest rates increase and, conversely, to increase as
interest rates decline. A downturn in equity markets may cause the price of
convertible securities to decrease relative to other fixed income securities.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF WARRANTS AND RIGHTS. If the price of the underlying stock does not
rise above the exercise price before the warrant expires, the warrant generally
expires without any value and the portfolio loses any amount it paid for the
warrant. The failure to exercise subscription rights to purchase common shares
would result in the dilution of the portfolio's interest in the issuing
company.



                                       3
<PAGE>

Portfolio summary

DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses.

DERIVATIVES RISK. Using stock index futures and options and other derivatives
can increase portfolio losses and reduce opportunities for gains when market
prices, interest rates or the derivative instruments themselves behave in a way
not anticipated by the portfolio. Using derivatives may increase the volatility
of the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs.


PORTFOLIO TURNOVER RISK. If the portfolio does a lot of trading, it may incur
additional operating expenses, which would reduce performance.


                                       4
<PAGE>

EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class II shares from
calendar year to calendar year. The table shows the average annual total
returns for Class II shares of the portfolio over time and compares these
returns to the returns of the Russell Midcap Value Index a broad-based measure
of market performance that has characteristics relevant to the portfolio's
investment strategies.


The performance shown for Class II shares for periods prior to the commencement
of operations of Class II shares on May 1, 2000 is the performance of Class I
shares of the portfolio, reduced to reflect the higher distribution fee of
Class II shares.


The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.


ANNUAL RETURN CLASS II SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04       '05    '06     '07    '08      '09     '10     '11     '12     '13
<S>       <C>    <C>     <C>    <C>      <C>     <C>     <C>     <C>     <C>
  21.77   7.64   12.27   5.35   -33.76   25.26   17.89   -5.84   10.83   32.75
</TABLE>






For the period covered by the bar chart:

THE HIGHEST CALENDAR QUARTERLY RETURN WAS 16.82% (07/01/2009 TO 09/30/2009).

THE LOWEST CALENDAR QUARTERLY RETURN WAS -21.59% (10/01/2008 TO 12/31/2008).

                                       5
<PAGE>

Portfolio summary

AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                                                     SINCE
                                                                                                                 INCEPTION
                                                                                   1 YEAR   5 YEARS   10 YEARS  (03/01/95)
                                                                                 -------- --------- ---------- -----------
<S>                                                                              <C>      <C>       <C>        <C>
Class II                                                                          32.75     15.39       7.71       9.73
--------------------------------------------------------------------------------  -----     -----       ----       ----
Russell Midcap Value Index (reflects no deduction for fees, expenses or taxes)    33.46     21.16      10.25      12.07
--------------------------------------------------------------------------------  -----     -----      -----      -----
</TABLE>


MANAGEMENT


<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   Edward T. Shadek Jr., senior vice president of Pioneer (portfolio manager of the
                       portfolio since 1997), and Timothy Horan, portfolio manager at Pioneer
                       (portfolio manager of the portfolio since 2011, assistant portfolio manager of
                       the portfolio from 2007 - 2011).
</TABLE>

TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       6
<PAGE>

More on the portfolio's investment objective
and strategies


INVESTMENT OBJECTIVE
Capital appreciation by investing in a diversified portfolio of securities
consisting primarily of common stocks.

The portfolio's investment objective may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objective.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its total assets in equity
securities of mid-size companies. Mid-size 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 Midcap Value Index
($26.94 billion as of December 31, 2013) or the 3-year rolling average of the
market capitalization of the largest company within the Russell Midcap Value
Index ($24.12 billion as of December 31, 2013), as measured at the end of the
preceding month, and are not less than the smallest company within the index.
The Russell Midcap Value Index measures the performance of U.S. mid-cap value
stocks. The size of the companies in the index changes constantly with market
conditions and the composition of the index. The equity securities in which the
portfolio principally invests are common stocks, preferred stocks and
depositary receipts, but the portfolio may invest in other types of equity
securities to a lesser extent, such as exchange-traded funds (ETFs), that
invest primarily in equity securities, equity interests in real estate
investment trusts (REITs), warrants and rights. The portfolio may invest in
initial public offerings of equity securities. The portfolio may consider an
ETF as a mid-size company for purposes of satisfying the portfolio's 80% policy
if the ETF invests at least 80% of its net assets in the equity securities of
mid-size companies.


The portfolio will provide notice to shareholders at least 60 days prior to any
change to its policy to invest at least 80% of its assets in equity securities
of mid-size companies.

The portfolio may invest up to 25% of its total assets in equity and debt
securities of non-U.S. issuers. The portfolio will not invest more than 5% of
its total assets in the securities of emerging markets issuers. The portfolio
does not count securities of Canadian issuers against the limit on investment
in securities of non-U.S. issuers.

The portfolio may invest up to 20% of its net assets in REITs.

The portfolio may invest up to 20% of its total assets in debt securities of
U.S. and non-U.S. issuers. The portfolio may invest up to 5% of its net assets
in below investment grade debt securities (known as "junk bonds"), including
below investment grade convertible debt securities. The portfolio invests in
debt securities when the adviser believes they are consistent with the
portfolio's investment objective of capital appreciation, to diversify the
portfolio's portfolio or for greater liquidity. The portfolio also may hold
cash or other short-term investments.

Pioneer Investment Management, Inc. (Pioneer), the portfolio's investment
adviser, uses a value approach to select the portfolio's investments. Using
this investment style, Pioneer seeks securities selling at reasonable prices or
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 fundamental research and an
evaluation of the issuer based on its financial statements and operations,
employing a bottom-up analytic style which focuses on specific securities
rather than on industries. Pioneer relies on the knowledge, experience and
judgment of its staff and the staff of its affiliates who have access to a wide
variety of research. Pioneer focuses on the quality and price of individual
issuers and securities, not on economic sector or market-timing strategies.
Factors Pioneer looks for in selecting investments include:
oFavorable expected returns relative to perceived risk

                                       7
<PAGE>

More on the portfolio's investment objective
and strategies

oManagement with demonstrated ability and commitment to the company
oLow market valuations relative to earnings forecast, book value, cash flow and
  sales
oTurnaround potential for companies that have been through difficult periods
oEstimated private market value in excess of current stock price. Private
  market value is the price an independent investor would pay to own the
  entire company
oIssuer's industry has strong fundamentals, such as increasing or sustainable
  demand and barriers to entry

Pioneer generally sells a portfolio security when it believes that the
security's market value reflects its underlying value.


NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers emerging
market issuers to include issuers organized under the laws of an emerging
market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets, and emerging market governmental
issuers.


INVESTMENTS IN REITS
REITs are companies that invest primarily in income producing real estate or
real estate related loans or interests. Some REITs invest directly in real
estate and derive their income from the collection of rents and capital gains
on the sale of properties. Other REITs invest primarily in mortgages, including
"sub-prime" mortgages, secured by real estate and derive their income from
collection of interest.


DEBT SECURITIES
The portfolio may invest in debt securities of U.S. and non-U.S. issuers.
Generally the portfolio may acquire debt securities that are investment grade,
but the portfolio may invest in below investment grade debt securities (known
as "junk bonds") including below investment grade convertible debt securities.
A debt security is investment grade if it is rated in one of the top four
categories by a nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the adviser.


DERIVATIVES
The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. A derivative is a security or
instrument whose value is determined by reference to the value or the change in
value of one or more securities, currencies, indices or other financial
instruments. The portfolio may use derivatives for a variety of purposes,
including:

oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative
oTo manage portfolio characteristics (for example, exposure to various market
  segments)

The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.


CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objective. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the adviser believes


                                       8
<PAGE>

securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       9
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. The stock market may perform poorly relative to other investments
(this risk may be greater in the short term). High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities; in particular, the
values of some sovereign debt and of securities of issuers that invest in
sovereign debt and related investments have fallen, credit has become more
scarce worldwide and there has been significant uncertainty in the markets.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts; and many other issuers have faced difficulties
refinancing existing obligations. These market conditions may continue, worsen
or spread, including in the U.S., Europe and beyond. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that such efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. This environment could make identifying investment risks and
opportunities especially difficult for the adviser, and whether or not the
portfolio invests in securities of issuers located in or with significant
exposure to countries experiencing economic and financial difficulties, the
value and liquidity of the portfolio's investments may be negatively affected.
In addition, policy and legislative changes in the U.S. and in other countries
are affecting many aspects of financial regulation. The impact of these changes
on the markets, and the practical implications for market participants, may not
be fully known for some time. The portfolio may experience a substantial or
complete loss on any individual security or derivative position. Particularly
during periods of declining or illiquid markets, the portfolio may experience
periods of heavy redemptions that could cause the portfolio to liquidate its
assets at inopportune times or at a loss or depressed value, and could cause
the remaining shareholders in the portfolio to lose money. Such redemption risk
is greater to the extent that the portfolio has investors with large
shareholdings, short investment horizons or unpredictable cash flow needs.

MID-SIZE COMPANIES RISK. Compared to large companies, mid-size companies, and
the market for their equity securities, may be more sensitive to changes in
earnings results and investor expectations, have more limited product lines and
capital resources, experience sharper swings in market values, be harder to
sell at the times and prices the adviser thinks appropriate, and offer greater
potential for gain and loss.


VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.

PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.


                                       10
<PAGE>

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:
oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable
oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


RISKS OF INVESTMENTS IN REITS. The portfolio has risks associated with the real
estate industry. Although the portfolio does not invest directly in real
estate, it may invest in REITs and other equity securities of real estate
industry issuers. These risks may include:
oThe U.S. or a local real estate market declines due to adverse economic
  conditions, foreclosures, overbuilding and high vacancy rates, reduced or
  regulated rents or other causes
oInterest rates go up. Rising interest rates can adversely affect the
  availability and cost of financing for property acquisitions and other
  purposes and reduce the value of a REIT's fixed income investments
oThe values of properties owned by a REIT or the prospects of other real estate
  industry issuers may be hurt by property tax increases, zoning changes,
  other governmental actions, environmental liabilities, natural disasters or
  increased operating expenses
oA REIT in the portfolio's portfolio is, or is perceived by the market to be,
  poorly managed

oIf the portfolio's real estate related investments are concentrated in one
  geographic area or property type, the portfolio will be particularly subject
  to the risks associated with that area or property type

REITs can generally be classified as equity REITs, mortgage REITs or hybrid
REITs. Equity REITs invest primarily in real property and derive income mainly
from the collection of rents. They may also realize gains or losses from the
sale of properties. Equity REITs will be affected by conditions in the real
estate rental market and by changes in the value of the properties they own.
Mortgage REITs invest primarily in mortgages and similar real estate interests
and derive income primarily from interest payments. Mortgage REITs will be
affected by changes in creditworthiness of borrowers and changes in interest
rates. Mortgage REITs are subject to the



                                       11
<PAGE>


More on the risks of investing in the portfolio

risks of default of the mortgages or mortgage-related securities in which they
invest, and REITs that invest in so-called "sub-prime" mortgages are
particularly subject to this risk. Hybrid REITs invest both in real property
and in mortgages.

Investing in REITs involves certain unique risks. REITs are dependent on
management skills, are not diversified and are subject to the risks of
financing projects. REITs are typically invested in a limited number of
projects or in a particular market segment or geographic region, and therefore
are more susceptible to adverse developments affecting a single project, market
segment or geographic region than more broadly diversified investments. REITs
are subject to heavy cash flow dependency, defaults by mortgagors or other
borrowers and tenants, self-liquidation and the possibility of failing to
qualify for certain tax and regulatory exemptions. REITs may have limited
financial resources and may experience sharper swings in market values and
trade less frequently and in a more limited volume than securities of larger
issuers. In addition to its own expenses, the portfolio will indirectly bear
its proportionate share of any management and other expenses paid by REITs in
which it invests. Such expenses are not shown in "Annual fund operating
expenses" above.

Many real estate companies, including REITs, utilize leverage (and some may be
highly leveraged), which increases investment risk and could adversely affect a
real estate company's operations and market value. Mortgage REITs tend to be
more leveraged than equity REITs. In addition, many mortgage REITs manage their
interest rate and credit risks through the use of derivatives and other hedging
techniques. In addition, capital to pay or refinance a REIT's debt may not be
available or reasonably priced. Financial covenants related to real estate
company leveraging may affect the company's ability to operate effectively.

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

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF WARRANTS AND RIGHTS. Warrants and rights gives the portfolio the right
to buy stock. A warrant specifies the amount of underlying stock, the purchase
(or "exercise") price, and the date the warrant expires. The portfolio has no
obligation to exercise the warrant and buy the stock. A warrant has value only
if the portfolio is able to exercise it or sell it before it expires. If the
price of the underlying stock does not rise above the exercise price before the
warrant expires, the warrant generally expires without any value and the
portfolio loses any amount it paid for the warrant. Thus, investments in
warrants may involve substantially more risk than investments in common stock.
Warrants may trade in the same markets as their underlying stock; however, the
price of the warrant does not necessarily move with the price of the underlying
stock.



                                       12
<PAGE>


The portfolio may purchase securities pursuant to the exercise of subscription
rights, which allow an issuer's existing shareholders to purchase additional
common stock at a price substantially below the market price of the shares. The
failure to exercise subscription rights to purchase common stock would result
in the dilution of the portfolio's interest in the issuing company. The market
for such rights is not well developed and, accordingly, the portfolio may not
always realize full value on the sale of rights.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
subject to extensive government regulation.

Industries in the consumer discretionary segment, such as consumer durables,
hotels, restaurants, media, retailing and automobiles, may be significantly
affected by the performance of the overall economy, interest rates,
competition, consumer confidence and spending, and changes in demographics and
consumer tastes.

Industries in the health care segment, such as health care supplies, health
care services, biotechnology and pharmaceuticals, may be significantly affected
by government regulation and reimbursement rates, approval of products by
government agencies, and patent expirations and litigation.


RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses. ETFs are bought
and sold based on market prices and can trade at a premium or a discount to the
ETF's net asset value.

DERIVATIVES RISK. Using stock index futures and options and other derivatives
exposes the portfolio to additional risks, may increase the volatility of the
portfolio's net asset value and may not provide the expected result.
Derivatives may have a leveraging effect on the portfolio, and they can
disproportionately increase losses and reduce opportunities for gain when
market prices, interest rates or currencies, or the derivative instruments
themselves, behave in a way not anticipated by the portfolio, especially in
abnormal market conditions. Some derivatives have the potential for unlimited
loss, regardless of the size of the portfolio's initial investment. If changes
in a derivative's value do not correspond to changes in the value of the
portfolio's other investments or do not correlate well with the underlying
assets, rate or index, the portfolio may not fully benefit from, or could lose
money on, or could experience unusually high expenses as a result of, the
derivative position. Derivatives involve the risk of loss if the counterparty
defaults on its obligation or if the clearing firm through which the derivative
has been traded becomes insolvent. Certain derivatives may be less liquid,
which may reduce the returns of the portfolio if it cannot sell or terminate
the derivative at an advantageous time or price. The portfolio also may have to
sell assets at inopportune times to satisfy its obligations. The portfolio may
be unable to terminate or sell its derivative positions. In fact, many
over-the-counter derivative instruments will not have liquidity beyond the
counterparty to the instrument. Some derivatives may involve the risk of
improper valuation. The portfolio's use of derivatives may also increase the
amount of taxes payable by shareholders. Suitable derivatives may not be
available in all circumstances or at reasonable prices and may not be used by
the portfolio for a variety of reasons. Risks associated with the use of
derivatives are magnified



                                       13
<PAGE>


More on the risks of investing in the portfolio

to the extent that a large portion of the portfolio's assets are committed to
derivatives in general or are invested in just one or a few types of
derivatives. New regulations are changing the derivatives markets. The
regulations may make using derivatives more costly, may limit their
availability, or may otherwise adversely affect their value or performance. For
derivatives that are required to be traded through a clearinghouse or exchange,
the portfolio also will be exposed to the credit risk of the clearinghouse and
the broker that submits trades for the portfolio. It is possible that certain
derivatives that are required to be cleared, such as certain swap contracts,
will not be accepted for clearing. In addition, regulated trading facilities
for swap contracts are relatively new; they may not function as intended, which
could impair the ability to enter into swap contracts. The extent and impact of
the regulations are not yet fully known and may not be for some time. The
portfolio's ability to use certain derivative instruments currently is limited
by Commodity Futures Trading Commission rules.

LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.

RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs. Because of the price volatility of IPO shares, the portfolio
may choose to hold IPO shares for a very short period of time. This may
increase the turnover of the portfolio and may lead to increased expenses to
the portfolio, such as commissions and transaction costs. The market for IPO
shares can be speculative and/or inactive for extended periods of time. There
may be only a limited number of shares available for trading. The limited
number of shares available for trading in some IPOs may also make it more
difficult for the portfolio to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on days when
the portfolio is holding fair-valued securities may receive fewer or more
shares or lower or higher redemption proceeds than they would have received if
the portfolio had not fair-valued the security or had used a different
valuation methodology. The value of foreign securities, certain fixed income
securities and currencies, as applicable, may be materially affected by events
after the close of the market on which they are valued, but before the
portfolio determines its net asset value.


PORTFOLIO TURNOVER RISK. If the portfolio does a lot of trading, it may incur
additional operating expenses, which would reduce performance.


CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objective.



                                       14
<PAGE>

EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       15
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, selects the portfolio's
investments and oversees the portfolio's operations.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio is the responsibility of Edward T.
Shadek Jr., senior vice president of Pioneer (portfolio manager of the
portfolio since 2013), and Timothy Horan, vice president of Pioneer (portfolio
manager of the portfolio since 2011). Mr. Shadek and Mr. Horan are supported by
the domestic equity team. Members of this team manage other Pioneer funds
investing primarily in U.S. equity securities. The portfolio managers and the
team also may draw upon the research and investment management expertise of the
global research teams, which provide fundamental and quantitative research on
companies and include members from one or more of Pioneer's affiliates. Mr.
Shadek joined Pioneer in January 2012. Prior to joining Pioneer, he was
co-founder and portfolio manager at Shaylor Capital. From 1997 to 2009, Mr.
Shadek was senior managing director and deputy head of investments at Putnam
Investments. Mr. Horan joined Pioneer in 2005 as an assistant portfolio
manager. Prior to joining Pioneer, he was employed at Boston Partners from 2004
to 2005 and at State Street Research from 1998 to 2004. Mr. Horan served as
assistant portfolio manager of the portfolio from 2007 to 2011.


The portfolio's 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
the portfolio.


MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.65% of the portfolio's average daily net assets. The fee is normally
accrued daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.65% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


                                       16
<PAGE>

DISTRIBUTION PLAN
The portfolio has adopted a distribution plan for Class II shares in accordance
with Rule 12b-1 under the Investment Company Act of 1940. Under the plan, the
portfolio pays to Pioneer Funds Distributor, Inc. a distribution fee of 0.25%
of the average daily net assets attributable to Class II shares. Because these
fees are an ongoing expense, over time they increase the cost of an investment
and the shares may cost more than shares that are subject to other types of
sales charges.


                                       17
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated. The portfolio's most recent
net asset value is available on the portfolio's website,
www.pioneerinvestments.com.


The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
using a variety of techniques and methods.

The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.

The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily available or may be unreliable - the portfolio may
use fair value methods more frequently than funds that


                                       18
<PAGE>

primarily invest in securities that are more widely traded. Valuing securities
using fair value methods may cause the net asset value of the portfolio's
shares to differ from the net asset value that would be calculated only using
market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       19
<PAGE>

Shareholder information

ADDITIONAL PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       20
<PAGE>

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       21
<PAGE>

Shareholder information

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       22
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       23
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER MID CAP VALUE VCT PORTFOLIO


CLASS II



<TABLE>
<CAPTION>
                                                              YEAR            YEAR            YEAR          YEAR          YEAR
                                                              ENDED           ENDED           ENDED         ENDED        ENDED
                                                            12/31/13        12/31/12        12/31/11      12/31/10      12/31/09
                                                          ------------  ----------------  ------------  ------------  -----------
<S>                                                       <C>           <C>               <C>           <C>           <C>
Net asset value, beginning of period                        $  17.30       $  15.75         $ 16.83       $  14.41     $  11.66
                                                            --------       --------         -------       --------     --------
Increase (decrease) from investment operations:
 Net investment income                                      $   0.18       $   0.14         $  0.14       $   0.09     $   0.10
 Net realized and unrealized gain (loss) on investments         5.46           1.55           (1.11)          2.46         2.81
                                                            --------       --------         -------       --------     --------
  Net increase (decrease) from investment operations        $   5.64       $   1.69         $ (0.97)      $   2.55     $   2.91
Distributions to shareowners:
 Net investment income                                      $  (0.15)      $  (0.14)        $ (0.11)      $  (0.13)    $  (0.16)
Net increase (decrease) in net asset value                  $   5.49       $   1.55         $ (1.08)      $   2.42     $   2.75
                                                            --------       --------         -------       --------     --------
Net asset value, end of period                              $  22.79       $  17.30         $ 15.75       $  16.83     $  14.41
                                                            --------       --------         -------       --------     --------
Total return*                                                  32.75%         10.83%(a)       (5.84)%        17.89%       25.26%
Ratio of net expenses to average net assets                     0.96%          0.97%           0.97%          0.99%        1.00%
Ratio of net investment income to average net assets            0.79%          0.94%           1.03%          0.79%        1.14%
Portfolio turnover rate                                           99%           103%             88%            99%          88%
Net assets, end of period (in thousands)                    $306,189       $259,448         $207,057      $179,212     $125,589
</TABLE>



*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.

(a)        If the Portfolio had not recognized gains in settlement of class
           action lawsuits during the year ended December 31, 2012, the total
           return would have been 10.78%.

NOTE : The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, separate account charges, and sale
    charges.



                                       24
<PAGE>

                                     Notes
<PAGE>

Pioneer Variable Contracts Trust
PIONEER MID CAP VALUE VCT PORTFOLIO
CLASS II SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   19094-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>


<PAGE>

PIONEER FUND VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class I Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objectives
and strategies.........................................  7
More on the risks of investing in the portfolio........ 10
Management............................................. 16
Pricing of shares...................................... 17
Shareholder information................................ 19
Distributions and taxes................................ 22
Financial highlights................................... 23
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVES

Reasonable income and capital growth.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)   CLASS I
----------------------------------------------------------------------------------- --------
<S>                                                                                 <C>
Management Fees                                                                       0.65%
-----------------------------------------------------------------------------------    ----
Distribution and Service (12b-1) Fees                                                 0.00%
-----------------------------------------------------------------------------------    ----
Other Expenses                                                                        0.07%
-----------------------------------------------------------------------------------    ----
Total Annual Portfolio Operating Expenses                                             0.72%
-----------------------------------------------------------------------------------    ----
</TABLE>


EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same. This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
           NUMBER OF YEARS YOU OWN YOUR
                      SHARES
           (WITH OR WITHOUT REDEMPTION)
          ------------------------------
             1      3       5       10
          ------ ------- ------- -------
<S>       <C>    <C>     <C>     <C>
Class I   $74    $230    $401    $894
--------- ---    ----    ----    ----
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 7% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES
The portfolio invests in a broad group of carefully selected securities that
the portfolio's adviser believes are reasonably priced, rather than in
securities whose prices reflect a premium resulting from their current market
popularity. The portfolio invests predominantly in equity securities. For
purposes of the portfolio's investment policies, equity securities include
common stocks and other equity instruments, such as exchange-traded funds
(ETFs) that invest primarily in equity securities, equity interests in real
estate investment trusts (REITs), depositary receipts, warrants, rights and
preferred stocks.

The portfolio primarily invests in securities of U.S. issuers. The portfolio
may invest up to 15% of its total assets in equity and debt securities of
non-U.S. issuers. The portfolio will not invest more than 5% of its total
assets in the securities of emerging markets issuers.

The portfolio may invest up to 15% of its net assets in REITs.

                                       1
<PAGE>


Portfolio summary

The portfolio may invest in initial public offerings of equity securities. The
portfolio may also invest in investment grade and below investment grade debt
securities (known as "junk bonds").

The portfolio may, but is not required to, use derivatives. The portfolio may
use derivatives, such as stock index futures and options, for a variety of
purposes, including: in an attempt to hedge against adverse changes in the
market price of securities, interest rates or currency exchange rates; as a
substitute for purchasing or selling securities; to attempt to increase the
portfolio's return as a non-hedging strategy that may be considered
speculative; and to manage portfolio characteristics. The portfolio may choose
not to make use of derivatives for a variety of reasons, and any use may be
limited by applicable law and regulations. The portfolio may also hold cash or
other short-term investments.


The portfolio's investment adviser uses a value approach to select the
portfolio's investments to buy and sell. The adviser seeks securities selling
at reasonable prices or substantial discounts to their underlying values and
then holds these securities until the market values reflect their intrinsic
values. The adviser 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, the adviser employs
fundamental research and an evaluation of the issuer based on its financial
statements and operations. In selecting securities, the adviser considers a
security's potential to provide a reasonable amount of income. The adviser
focuses on the quality and price of individual issuers.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The stock market may perform
poorly relative to other investments (this risk may be greater in the short
term). High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities worldwide. Governmental and non-governmental issuers have
defaulted on, or been forced to restructure, their debts, and many other
issuers have faced difficulties obtaining credit. These market conditions may
continue, worsen or spread, including in the U.S., Europe and beyond. Further
defaults or restructurings by governments and others of their debt could have
additional adverse effects on economies, financial markets and asset valuations
around the world. In response to the crisis, the U.S. and other governments and
the Federal Reserve and certain foreign central banks have taken steps to
support financial markets, including by keeping interest rates at historically
low levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and in other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.

VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.



                                       2
<PAGE>

PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.

RISKS OF INVESTMENTS IN REITS. Investments in real estate securities are
affected by economic conditions, interest rates, governmental actions and other
factors. In addition, 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. REITs may have lower trading volumes and may
be subject to more abrupt or erratic price movements than the overall
securities markets. Mortgage REITs are particularly subject to interest rate
and credit risks. In addition to its own expenses, the portfolio will
indirectly bear its proportionate share of any management and other expenses
paid by REITs in which it invests. Many real estate companies, including REITs,
utilize leverage.

RISKS OF WARRANTS AND RIGHTS. If the price of the underlying stock does not
rise above the exercise price before the warrant expires, the warrant generally
expires without any value and the portfolio loses any amount it paid for the
warrant. The failure to exercise subscription rights to purchase common shares
would result in the dilution of the portfolio's interest in the issuing
company.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.


RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses.


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


                                       3
<PAGE>


Portfolio summary

DERIVATIVES RISK. Using stock index futures and options and other derivatives
can increase portfolio losses and reduce opportunities for gains when market
prices, interest rates or the derivative instruments themselves behave in a way
not anticipated by the portfolio. Using derivatives may increase the volatility
of the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class I shares from
calendar year to calendar year. The table shows the average annual total
returns for Class I shares of the portfolio over time and compares these
returns to the returns of the Standard & Poor's (S&P) 500 Index, a broad-based
measure of market performance that has characteristics relevant to the
portfolio's investment strategies.

The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.



                                       4
<PAGE>

The portfolio's past performance does not necessarily indicate how it will
perform in the future.


ANNUAL RETURN CLASS I SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04       '05    '06     '07    '08      '09     '10     '11     '12     '13
<S>       <C>    <C>     <C>    <C>      <C>     <C>     <C>     <C>     <C>
  11.25   6.17   16.63   4.99   -34.27   25.20   16.02   -4.30   10.24   33.28
</TABLE>






For the period covered by the bar chart:
THE HIGHEST CALENDAR QUARTERLY RETURN WAS 14.82% (04/01/2009 TO 06/30/2009).
THE LOWEST CALENDAR QUARTERLY RETURN WAS -21.98% (10/01/2008 TO 12/31/2008).


AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                                                      SINCE
                                                                                                                  INCEPTION
                                                                                    1 YEAR   5 YEARS   10 YEARS  (10/31/97)
                                                                                  -------- --------- ---------- -----------
<S>                                                                               <C>      <C>       <C>        <C>
Class I                                                                            33.28     15.35       6.86         6.35
---------------------------------------------------------------------------------  -----     -----       ----         ----
Standard & Poor's 500 Index (reflects no deduction for fees, expenses or taxes)    32.39     17.94       7.41         6.38
---------------------------------------------------------------------------------  -----     -----       ----         ----
</TABLE>


MANAGEMENT


<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   John A. Carey, portfolio manager of the portfolio since 1997, is an executive
                       vice president of Pioneer. Walter Hunnewell, Jr., assistant portfolio manager of
                       the portfolio since 2001, is a vice president of Pioneer.
</TABLE>

TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


                                       5
<PAGE>

Portfolio summary

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       6
<PAGE>

More on the portfolio's investment objectives
and strategies


INVESTMENT OBJECTIVES
Reasonable income and capital growth.

The portfolio's investment objectives may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objectives.


PRINCIPAL INVESTMENT STRATEGIES
The portfolio invests in a broad group of carefully selected securities that
the portfolio's adviser believes are reasonably priced, rather than in
securities whose prices reflect a premium resulting from their current market
popularity. The portfolio invests predominantly in equity securities. For
purposes of the portfolio's investment policies, equity securities include
common stocks and other equity instruments, such as exchange-traded funds
(ETFs) that invest primarily in equity securities, equity interests in real
estate investment trusts (REITs), depositary receipts, warrants, rights and
preferred stocks.

The portfolio primarily invests in securities of U.S. issuers. The portfolio
may invest up to 15% of its total assets in equity and debt securities of
non-U.S. issuers. The portfolio will not invest more than 5% of its total
assets in the securities of emerging markets issuers. The portfolio does not
count securities of Canadian issuers against the limit on investment in
securities of non-U.S. issuers.

The portfolio may invest up to 15% of its net assets in REITs.


The portfolio may invest in initial public offerings of equity securities. The
portfolio may invest in debt securities of U.S. and non-U.S. issuers. The
portfolio invests in debt securities when the adviser believes they are
consistent with the portfolio's investment objectives of reasonable income and
capital growth, to diversify the portfolio's portfolio or for greater
liquidity. The portfolio may invest up to 5% of its net assets in below
investment grade debt securities (known as "junk bonds"), including below
investment grade convertible debt securities.


Pioneer Investment Management, Inc. (Pioneer), the portfolio's investment
adviser, uses a value approach to select the portfolio's investments to buy and
sell. Using this investment style, Pioneer seeks securities selling at
reasonable prices or 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 fundamental research and an
evaluation of the issuer based on its financial statements and operations.
Pioneer also considers a security's potential to provide a reasonable amount of
income. Pioneer relies on the knowledge, experience and judgment of its staff
and the staff of its affiliates who have access to a wide variety of research.
Pioneer focuses on the quality and price of individual issuers, not on economic
sector or market-timing strategies. Factors Pioneer looks for in selecting
investments include:
oFavorable expected returns relative to perceived risk
oAbove average potential for earnings and revenue growth
oLow market valuations relative to earnings forecast, book value, cash flow and
  sales
oA sustainable competitive advantage, such as a brand name, customer base,
  proprietary technology or economies of scale


NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers


                                       7
<PAGE>

More on the portfolio's investment objectives
and strategies

emerging market issuers to include issuers organized under the laws of an
emerging market country, issuers with a principal office in an emerging market
country, issuers that derive at least 50% of their gross revenues or profits
from goods or services produced in emerging markets, and emerging market
governmental issuers.


INVESTMENTS IN REITS
REITs are companies that invest primarily in income producing real estate or
real estate related loans or interests. Some REITs invest directly in real
estate and derive their income from the collection of rents and capital gains
on the sale of properties. Other REITs invest primarily in mortgages, including
"sub-prime" mortgages, secured by real estate and derive their income from
collection of interest.


DEBT SECURITIES
The portfolio may invest in debt securities of U.S. and non-U.S. issuers.
Generally the portfolio may acquire debt securities that are investment grade,
but the portfolio may invest in below investment grade debt securities (known
as "junk bonds") including below investment grade convertible debt securities.
A debt security is investment grade if it is rated in one of the top four
categories by a nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the adviser.


DERIVATIVES
The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. A derivative is a security or
instrument whose value is determined by reference to the value or the change in
value of one or more securities, currencies, indices or other financial
instruments. The portfolio may use derivatives for a variety of purposes,
including:

oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative
oTo manage portfolio characteristics (for example, exposure to various market
  segments)

The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.


CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objectives. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the adviser believes
securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary


                                       8
<PAGE>

purposes. The portfolio may borrow up to 33 1/3% of its total assets. Entering
into reverse repurchase agreements and other borrowing transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       9
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. The stock market may perform poorly relative to other investments
(this risk may be greater in the short term). High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities; in particular, the
values of some sovereign debt and of securities of issuers that invest in
sovereign debt and related investments have fallen, credit has become more
scarce worldwide and there has been significant uncertainty in the markets.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts; and many other issuers have faced difficulties
refinancing existing obligations. These market conditions may continue, worsen
or spread, including in the U.S., Europe and beyond. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that such efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. This environment could make identifying investment risks and
opportunities especially difficult for the adviser, and whether or not the
portfolio invests in securities of issuers located in or with significant
exposure to countries experiencing economic and financial difficulties, the
value and liquidity of the portfolio's investments may be negatively affected.
In addition, policy and legislative changes in the U.S. and in other countries
are affecting many aspects of financial regulation. The impact of these changes
on the markets, and the practical implications for market participants, may not
be fully known for some time. The portfolio may experience a substantial or
complete loss on any individual security or derivative position. Particularly
during periods of declining or illiquid markets, the portfolio may experience
periods of heavy redemptions that could cause the portfolio to liquidate its
assets at inopportune times or at a loss or depressed value, and could cause
the remaining shareholders in the portfolio to lose money. Such redemption risk
is greater to the extent that the portfolio has investors with large
shareholdings, short investment horizons or unpredictable cash flow needs.

VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.


PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:
oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable


                                       10
<PAGE>

oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


                                       11
<PAGE>

More on the risks of investing in the portfolio

RISKS OF INVESTMENTS IN REITS. The portfolio has risks associated with the real
estate industry. Although the portfolio does not invest directly in real
estate, it may invest in REITs and other equity securities of real estate
industry issuers. These risks may include:
oThe U.S. or a local real estate market declines due to adverse economic
  conditions, foreclosures, overbuilding and high vacancy rates, reduced or
  regulated rents or other causes
oInterest rates go up. Rising interest rates can adversely affect the
  availability and cost of financing for property acquisitions and other
  purposes and reduce the value of a REIT's fixed income investments
oThe values of properties owned by a REIT or the prospects of other real estate
  industry issuers may be hurt by property tax increases, zoning changes,
  other governmental actions, environmental liabilities, natural disasters or
  increased operating expenses
oA REIT in the portfolio's portfolio is, or is perceived by the market to be,
  poorly managed

oIf the portfolio's real estate related investments are concentrated in one
  geographic area or property type, the portfolio will be particularly subject
  to the risks associated with that area or property type

REITs can generally be classified as equity REITs, mortgage REITs or hybrid
REITs. Equity REITs invest primarily in real property and derive income mainly
from the collection of rents. They may also realize gains or losses from the
sale of properties. Equity REITs will be affected by conditions in the real
estate rental market and by changes in the value of the properties they own.
Mortgage REITs invest primarily in mortgages and similar real estate interests
and derive income primarily from interest payments. Mortgage REITs will be
affected by changes in creditworthiness of borrowers and changes in interest
rates. Mortgage REITs are subject to the risks of default of the mortgages or
mortgage-related securities in which they invest, and REITs that invest in
so-called "sub-prime" mortgages are particularly subject to this risk. Hybrid
REITs invest both in real property and in mortgages.

Investing in REITs involves certain unique risks. REITs are dependent on
management skills, are not diversified and are subject to the risks of
financing projects. REITs are typically invested in a limited number of
projects or in a particular market segment or geographic region, and therefore
are more susceptible to adverse developments affecting a single project, market
segment or geographic region than more broadly diversified investments. REITs
are subject to heavy cash flow dependency, defaults by mortgagors or other
borrowers and tenants, self-liquidation and the possibility of failing to
qualify for certain tax and regulatory exemptions. REITs may have limited
financial resources and may experience sharper swings in market values and
trade less frequently and in a more limited volume than securities of larger
issuers. In addition to its own expenses, the portfolio will indirectly bear
its proportionate share of any management and other expenses paid by REITs in
which it invests. Such expenses are not shown in "Annual fund operating
expenses" above.

Many real estate companies, including REITs, utilize leverage (and some may be
highly leveraged), which increases investment risk and could adversely affect a
real estate company's operations and market value. Mortgage REITs tend to be
more leveraged than equity REITs. In addition, many mortgage REITs manage their
interest rate and credit risks through the use of derivatives and other hedging
techniques. In addition, capital to pay or refinance a REIT's debt may not be
available or reasonably priced. Financial covenants related to real estate
company leveraging may affect the company's ability to operate effectively.

RISKS OF WARRANTS AND RIGHTS. Warrants and rights gives the portfolio the right
to buy stock. A warrant specifies the amount of underlying stock, the purchase
(or "exercise") price, and the date the warrant expires. The portfolio has no
obligation to exercise the warrant and buy the stock. A warrant has value only
if the portfolio is able to exercise it or sell it before it expires. If the
price of the underlying stock does not rise above the exercise price before the
warrant expires, the warrant generally expires without any value and the
portfolio loses any amount it paid for the warrant. Thus, investments in
warrants may involve substantially more risk than investments in common stock.
Warrants may trade in the same markets as their underlying stock; however, the
price of the warrant does not necessarily move with the price of the underlying
stock.



                                       12
<PAGE>


The portfolio may purchase securities pursuant to the exercise of subscription
rights, which allow an issuer's existing shareholders to purchase additional
common stock at a price substantially below the market price of the shares. The
failure to exercise subscription rights to purchase common stock would result
in the dilution of the portfolio's interest in the issuing company. The market
for such rights is not well developed and, accordingly, the portfolio may not
always realize full value on the sale of rights.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
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 generally 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.

Industries in the consumer discretionary segment, such as consumer durables,
hotels, restaurants, media, retailing and automobiles, may be significantly
affected by the performance of the overall economy, interest rates,
competition, consumer confidence and spending, and changes in demographics and
consumer tastes.

Industries in the health care segment, such as health care supplies, health
care services, biotechnology and pharmaceuticals, may be significantly affected
by government regulation and reimbursement rates, approval of products by
government agencies, and patent expirations and litigation.

Industries in the energy segment, such as those engaged in the development,
production and distribution of energy resources, can be significantly affected
by supply and demand both for their specific product or service and for energy
products in general. The price of oil, gas and other consumable fuels,
exploration and production spending, government regulation, world events and
economic conditions likewise will affect the performance of companies in these
industries.

Industries in the consumer staples segment, such as food and drug retailing,
beverages, food and tobacco products, household products and personal products,
are subject to government regulation affecting ingredients and production
methods. These industries also may be affected by competition, changes in
consumer tastes and other factors affecting supply and demand, and litigation.


                                       13
<PAGE>

More on the risks of investing in the portfolio

Industries in the industrials segment, such as companies engaged in the
production, distribution or service of products or equipment for manufacturing,
agriculture, forestry, mining and construction, can be significantly affected
by general economic trends, including such factors as employment and economic
growth, interest rate changes, changes in consumer spending, legislative and
governmental regulation and spending, import controls, commodity prices, and
worldwide competition.


DERIVATIVES RISK. Using stock index futures and options and other derivatives
exposes the portfolio to additional risks, may increase the volatility of the
portfolio's net asset value and may not provide the expected result.
Derivatives may have a leveraging effect on the portfolio, and they can
disproportionately increase losses and reduce opportunities for gain when
market prices, interest rates or currencies, or the derivative instruments
themselves, behave in a way not anticipated by the portfolio, especially in
abnormal market conditions. Some derivatives have the potential for unlimited
loss, regardless of the size of the portfolio's initial investment. If changes
in a derivative's value do not correspond to changes in the value of the
portfolio's other investments or do not correlate well with the underlying
assets, rate or index, the portfolio may not fully benefit from, or could lose
money on, or could experience unusually high expenses as a result of, the
derivative position. Derivatives involve the risk of loss if the counterparty
defaults on its obligation or if the clearing firm through which the derivative
has been traded becomes insolvent. Certain derivatives may be less liquid,
which may reduce the returns of the portfolio if it cannot sell or terminate
the derivative at an advantageous time or price. The portfolio also may have to
sell assets at inopportune times to satisfy its obligations. The portfolio may
be unable to terminate or sell its derivative positions. In fact, many
over-the-counter derivative instruments will not have liquidity beyond the
counterparty to the instrument. Some derivatives may involve the risk of
improper valuation. The portfolio's use of derivatives may also increase the
amount of taxes payable by shareholders. Suitable derivatives may not be
available in all circumstances or at reasonable prices and may not be used by
the portfolio for a variety of reasons. Risks associated with the use of
derivatives are magnified to the extent that a large portion of the portfolio's
assets are committed to derivatives in general or are invested in just one or a
few types of derivatives. New regulations are changing the derivatives markets.
The regulations may make using derivatives more costly, may limit their
availability, or may otherwise adversely affect their value or performance. For
derivatives that are required to be traded through a clearinghouse or exchange,
the portfolio also will be exposed to the credit risk of the clearinghouse and
the broker that submits trades for the portfolio. It is possible that certain
derivatives that are required to be cleared, such as certain swap contracts,
will not be accepted for clearing. In addition, regulated trading facilities
for swap contracts are relatively new; they may not function as intended, which
could impair the ability to enter into swap contracts. The extent and impact of
the regulations are not yet fully known and may not be for some time. The
portfolio's ability to use certain derivative instruments currently is limited
by Commodity Futures Trading Commission rules.

LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.

RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs. Because of the price volatility of IPO shares, the portfolio
may choose to hold IPO shares for a very short period of time. This may
increase the turnover of the portfolio and may lead to increased expenses to
the portfolio, such as commissions and



                                       14
<PAGE>

transaction costs. The market for IPO shares can be speculative and/or inactive
for extended periods of time. There may be only a limited number of shares
available for trading. The limited number of shares available for trading in
some IPOs may also make it more difficult for the portfolio to buy or sell
significant amounts of shares without an unfavorable impact on prevailing
prices.


VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on days when
the portfolio is holding fair-valued securities may receive fewer or more
shares or lower or higher redemption proceeds than they would have received if
the portfolio had not fair-valued the security or had used a different
valuation methodology. The value of foreign securities, certain fixed income
securities and currencies, as applicable, may be materially affected by events
after the close of the market on which they are valued, but before the
portfolio determines its net asset value.

CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objectives.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses. ETFs are bought
and sold based on market prices and can trade at a premium or a discount to the
ETF's net asset value.



                                       15
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, selects the portfolio's
investments and oversees the portfolio's operations.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio's portfolio is the responsibility of
John A. Carey, portfolio manager of the portfolio since 1997, and Walter
Hunnewell, Jr., assistant portfolio manager of the portfolio since 2001. Mr.
Carey and Mr. Hunnewell are supported by the domestic equity team. Members of
this team manage other Pioneer funds investing primarily in U.S. equity
securities. The portfolio managers and the team also may draw upon the research
and investment management expertise of the global research teams, which provide
fundamental and quantitative research on companies and include members from one
or more of Pioneer's affiliates.


Mr. Carey, an executive vice president of Pioneer, joined Pioneer as an analyst
in 1979. Mr. Hunnewell, a vice president of Pioneer, joined Pioneer as a
portfolio manager in 2001 and has been an investment professional since 1985.

The portfolio's 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
the portfolio.


MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.65% of the portfolio's average daily net assets. The fee is normally
accrued daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.65% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


                                       16
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated. The portfolio's most recent
net asset value is available on the portfolio's website,
www.pioneerinvestments.com.


The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
using a variety of techniques and methods.

The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.

The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily available or may be unreliable - the portfolio may
use fair value methods more frequently than funds that


                                       17
<PAGE>

Pricing of shares

primarily invest in securities that are more widely traded. Valuing securities
using fair value methods may cause the net asset value of the portfolio's
shares to differ from the net asset value that would be calculated only using
market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       18
<PAGE>

Shareholder information

PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       19
<PAGE>

Shareholder information

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       20
<PAGE>

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       21
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       22
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER FUND VCT PORTFOLIO


CLASS I



<TABLE>
<CAPTION>
                                                                                  YEAR         YEAR
                                                                                  ENDED        ENDED
                                                                                12/31/13     12/31/12
                                                                              ------------ ------------
<S>                                                                           <C>          <C>
Net asset value, beginning of period                                            $  20.90     $  19.96
                                                                                --------     --------
Increase (decrease) from investment operations:
 Net investment income                                                          $   0.31     $   0.33
 Net realized and unrealized gain (loss) on investments and foreign currency
  transactions                                                                      6.42         1.65
                                                                                --------     --------
  Net increase (decrease) from investment operations                            $   6.73     $   1.98
Distributions to shareowners:
 Net investment income                                                             (0.30)       (0.33)
 Net realized gain                                                                 (1.08)       (0.71)
                                                                                --------     --------
Total distributions                                                             $  (1.38)    $  (1.04)
                                                                                --------     --------
Net increase (decrease) in net asset value                                      $   5.35     $   0.94
                                                                                --------     --------
Net asset value, end of period                                                  $  26.25     $  20.90
                                                                                --------     --------
Total return*                                                                      33.28%       10.24%
Ratio of net expenses to average net assets                                         0.72%        0.74%
Ratio of net investment income to average net assets                                1.27%        1.50%
Portfolio turnover rate                                                                7%          44%
Net assets, end of period (in thousands)                                        $194,609     $178,900



<CAPTION>
                                                                                  YEAR         YEAR         YEAR
                                                                                  ENDED        ENDED       ENDED
                                                                                12/31/11     12/31/10     12/31/09
                                                                              ------------ ------------ -----------
<S>                                                                           <C>          <C>          <C>
Net asset value, beginning of period                                            $ 22.43      $  19.60    $  15.94
                                                                                -------      --------    --------
Increase (decrease) from investment operations:
 Net investment income                                                          $  0.33      $   0.28    $   0.30
 Net realized and unrealized gain (loss) on investments and foreign currency
  transactions                                                                    (1.22)         2.83        3.66
                                                                                -------      --------    --------
  Net increase (decrease) from investment operations                            $ (0.89)     $   3.11    $   3.96
Distributions to shareowners:
 Net investment income                                                            (0.34)        (0.28)      (0.30)
 Net realized gain                                                                (1.24)            -           -
                                                                                -------      --------    --------
Total distributions                                                             $ (1.58)     $  (0.28)   $  (0.30)
                                                                                -------      --------    --------
Net increase (decrease) in net asset value                                      $ (2.47)     $   2.83    $   3.66
                                                                                -------      --------    --------
Net asset value, end of period                                                  $ 19.96      $  22.43    $  19.60
                                                                                -------      --------    --------
Total return*                                                                     (4.30)%       16.02%      25.20%
Ratio of net expenses to average net assets                                        0.73%         0.72%       0.74%
Ratio of net investment income to average net assets                               1.48%         1.39%       1.79%
Portfolio turnover rate                                                              10%           25%         21%
Net assets, end of period (in thousands)                                        $205,739     $257,193    $249,439
</TABLE>



*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.
Note: The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, separate account charges, and sales
    charges.



                                       23
<PAGE>


                                     Notes

                                       24

<PAGE>


                                     Notes


                                       25
<PAGE>

Pioneer Variable Contracts Trust
PIONEER FUND VCT PORTFOLIO
CLASS I SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   19084-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>


<PAGE>

PIONEER FUND VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class II Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objectives
and strategies.........................................  7
More on the risks of investing in the portfolio........ 10
Management............................................. 16
Pricing of shares...................................... 18
Shareholder information................................ 20
Distributions and taxes................................ 23
Financial highlights................................... 24
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVES

Reasonable income and capital growth.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)   CLASS II
----------------------------------------------------------------------------------- ---------
<S>                                                                                 <C>
Management Fees                                                                        0.65%
-----------------------------------------------------------------------------------     ----
Distribution and Service (12b-1) Fees                                                  0.25%
-----------------------------------------------------------------------------------     ----
Other Expenses                                                                         0.08%
-----------------------------------------------------------------------------------     ----
Total Annual Portfolio Operating Expenses                                              0.98%
-----------------------------------------------------------------------------------     ----
</TABLE>


EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same. This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
             NUMBER OF YEARS YOU OWN YOUR
                        SHARES
             (WITH OR WITHOUT REDEMPTION)
           ---------------------------------
              1       3       5        10
           ------- ------- ------- ---------
<S>        <C>     <C>     <C>     <C>
Class II   $100    $312    $542    $1,201
---------- ----    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 7% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES
The portfolio invests in a broad group of carefully selected securities that
the portfolio's adviser believes are reasonably priced, rather than in
securities whose prices reflect a premium resulting from their current market
popularity. The portfolio invests predominantly in equity securities. For
purposes of the portfolio's investment policies, equity securities include
common stocks and other equity instruments, such as exchange-traded funds
(ETFs) that invest primarily in equity securities, equity interests in real
estate investment trusts (REITs), depositary receipts, warrants, rights and
preferred stocks.

The portfolio primarily invests in securities of U.S. issuers. The portfolio
may invest up to 15% of its total assets in equity and debt securities of
non-U.S. issuers. The portfolio will not invest more than 5% of its total
assets in the securities of emerging markets issuers.

The portfolio may invest up to 15% of its net assets in REITs.

                                       1
<PAGE>


Portfolio summary

The portfolio may invest in initial public offerings of equity securities. The
portfolio may also invest in investment grade and below investment grade debt
securities (known as "junk bonds").

The portfolio may, but is not required to, use derivatives. The portfolio may
use derivatives, such as stock index futures and options, for a variety of
purposes, including: in an attempt to hedge against adverse changes in the
market price of securities, interest rates or currency exchange rates; as a
substitute for purchasing or selling securities; to attempt to increase the
portfolio's return as a non-hedging strategy that may be considered
speculative; and to manage portfolio characteristics. The portfolio may choose
not to make use of derivatives for a variety of reasons, and any use may be
limited by applicable law and regulations. The portfolio may also hold cash or
other short-term investments.


The portfolio's investment adviser uses a value approach to select the
portfolio's investments to buy and sell. The adviser seeks securities selling
at reasonable prices or substantial discounts to their underlying values and
then holds these securities until the market values reflect their intrinsic
values. The adviser 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, the adviser employs
fundamental research and an evaluation of the issuer based on its financial
statements and operations. In selecting securities, the adviser considers a
security's potential to provide a reasonable amount of income. The adviser
focuses on the quality and price of individual issuers.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The stock market may perform
poorly relative to other investments (this risk may be greater in the short
term). High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities worldwide. Governmental and non-governmental issuers have
defaulted on, or been forced to restructure, their debts, and many other
issuers have faced difficulties obtaining credit. These market conditions may
continue, worsen or spread, including in the U.S., Europe and beyond. Further
defaults or restructurings by governments and others of their debt could have
additional adverse effects on economies, financial markets and asset valuations
around the world. In response to the crisis, the U.S. and other governments and
the Federal Reserve and certain foreign central banks have taken steps to
support financial markets, including by keeping interest rates at historically
low levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and in other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.

VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.



                                       2
<PAGE>

PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.

RISKS OF INVESTMENTS IN REITS. Investments in real estate securities are
affected by economic conditions, interest rates, governmental actions and other
factors. In addition, 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. REITs may have lower trading volumes and may
be subject to more abrupt or erratic price movements than the overall
securities markets. Mortgage REITs are particularly subject to interest rate
and credit risks. In addition to its own expenses, the portfolio will
indirectly bear its proportionate share of any management and other expenses
paid by REITs in which it invests. Many real estate companies, including REITs,
utilize leverage.

RISKS OF WARRANTS AND RIGHTS. If the price of the underlying stock does not
rise above the exercise price before the warrant expires, the warrant generally
expires without any value and the portfolio loses any amount it paid for the
warrant. The failure to exercise subscription rights to purchase common shares
would result in the dilution of the portfolio's interest in the issuing
company.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


                                       3
<PAGE>


Portfolio summary

DERIVATIVES RISK. Using stock index futures and options and other derivatives
can increase portfolio losses and reduce opportunities for gains when market
prices, interest rates or the derivative instruments themselves behave in a way
not anticipated by the portfolio. Using derivatives may increase the volatility
of the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class II shares from
calendar year to calendar year. The table shows the average annual total
returns for Class II shares of the portfolio over time and compares these
returns to the returns of the Standard & Poor's (S&P) 500 Index, a broad-based
measure of market performance that has characteristics relevant to the
portfolio's investment strategies.


                                       4
<PAGE>


The performance shown for Class II shares for periods prior to the commencement
of operations of Class II shares on May 1, 2000 is the performance of Class I
shares of the portfolio, reduced to reflect the higher distribution fee of
Class II shares.


The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.


ANNUAL RETURN CLASS II SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04       '05    '06     '07    '08      '09     '10     '11     '12    '13
<S>       <C>    <C>     <C>    <C>      <C>     <C>     <C>     <C>    <C>
  10.93   5.94   16.35   4.87   -34.41   24.91   15.72   -4.55   9.95   32.98
</TABLE>






For the period covered by the bar chart:
THE HIGHEST CALENDAR QUARTERLY RETURN WAS 14.83% (04/01/2009 TO 06/30/2009).
THE LOWEST CALENDAR QUARTERLY RETURN WAS -22.04% (10/01/2008 TO 12/31/2008).


AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                                                      SINCE
                                                                                                                  INCEPTION
                                                                                    1 YEAR   5 YEARS   10 YEARS  (10/31/97)
                                                                                  -------- --------- ---------- -----------
<S>                                                                               <C>      <C>       <C>        <C>
Class II                                                                           32.98     15.07       6.61         6.09
---------------------------------------------------------------------------------  -----     -----       ----         ----
Standard & Poor's 500 Index (reflects no deduction for fees, expenses or taxes)    32.39     17.94       7.41         6.38
---------------------------------------------------------------------------------  -----     -----       ----         ----
</TABLE>


MANAGEMENT


<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   John A. Carey, portfolio manager of the portfolio since 1997, is an executive
                       vice president of Pioneer. Walter Hunnewell, Jr., assistant portfolio manager of
                       the portfolio since 2001, is a vice president of Pioneer.
</TABLE>

TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


                                       5
<PAGE>

Portfolio summary

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       6
<PAGE>

More on the portfolio's investment objectives
and strategies


INVESTMENT OBJECTIVES
Reasonable income and capital growth.

The portfolio's investment objectives may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objectives.


PRINCIPAL INVESTMENT STRATEGIES
The portfolio invests in a broad group of carefully selected securities that
the portfolio's adviser believes are reasonably priced, rather than in
securities whose prices reflect a premium resulting from their current market
popularity. The portfolio invests predominantly in equity securities. For
purposes of the portfolio's investment policies, equity securities include
common stocks and other equity instruments, such as exchange-traded funds
(ETFs) that invest primarily in equity securities, equity interests in real
estate investment trusts (REITs), depositary receipts, warrants, rights and
preferred stocks.

The portfolio primarily invests in securities of U.S. issuers. The portfolio
may invest up to 15% of its total assets in equity and debt securities of
non-U.S. issuers. The portfolio will not invest more than 5% of its total
assets in the securities of emerging markets issuers. The portfolio does not
count securities of Canadian issuers against the limit on investment in
securities of non-U.S. issuers.

The portfolio may invest up to 15% of its net assets in REITs.


The portfolio may invest in initial public offerings of equity securities. The
portfolio may invest in debt securities of U.S. and non-U.S. issuers. The
portfolio invests in debt securities when the adviser believes they are
consistent with the portfolio's investment objectives of reasonable income and
capital growth, to diversify the portfolio's portfolio or for greater
liquidity. The portfolio may invest up to 5% of its net assets in below
investment grade debt securities (known as "junk bonds"), including below
investment grade convertible debt securities.


Pioneer Investment Management, Inc. (Pioneer), the portfolio's investment
adviser, uses a value approach to select the portfolio's investments to buy and
sell. Using this investment style, Pioneer seeks securities selling at
reasonable prices or 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 fundamental research and an
evaluation of the issuer based on its financial statements and operations.
Pioneer also considers a security's potential to provide a reasonable amount of
income. Pioneer relies on the knowledge, experience and judgment of its staff
and the staff of its affiliates who have access to a wide variety of research.
Pioneer focuses on the quality and price of individual issuers, not on economic
sector or market-timing strategies. Factors Pioneer looks for in selecting
investments include:
oFavorable expected returns relative to perceived risk
oAbove average potential for earnings and revenue growth
oLow market valuations relative to earnings forecast, book value, cash flow and
  sales
oA sustainable competitive advantage, such as a brand name, customer base,
  proprietary technology or economies of scale


NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers


                                       7
<PAGE>

More on the portfolio's investment objectives
and strategies

emerging market issuers to include issuers organized under the laws of an
emerging market country, issuers with a principal office in an emerging market
country, issuers that derive at least 50% of their gross revenues or profits
from goods or services produced in emerging markets, and emerging market
governmental issuers.


INVESTMENTS IN REITS
REITs are companies that invest primarily in income producing real estate or
real estate related loans or interests. Some REITs invest directly in real
estate and derive their income from the collection of rents and capital gains
on the sale of properties. Other REITs invest primarily in mortgages, including
"sub-prime" mortgages, secured by real estate and derive their income from
collection of interest.


DEBT SECURITIES
The portfolio may invest in debt securities of U.S. and non-U.S. issuers.
Generally the portfolio may acquire debt securities that are investment grade,
but the portfolio may invest in below investment grade debt securities (known
as "junk bonds") including below investment grade convertible debt securities.
A debt security is investment grade if it is rated in one of the top four
categories by a nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the adviser.


DERIVATIVES
The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. A derivative is a security or
instrument whose value is determined by reference to the value or the change in
value of one or more securities, currencies, indices or other financial
instruments. The portfolio may use derivatives for a variety of purposes,
including:

oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative
oTo manage portfolio characteristics (for example, exposure to various market
  segments)

The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.


CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objectives. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the adviser believes
securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary


                                       8
<PAGE>

purposes. The portfolio may borrow up to 33 1/3% of its total assets. Entering
into reverse repurchase agreements and other borrowing transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       9
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. The stock market may perform poorly relative to other investments
(this risk may be greater in the short term). High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities; in particular, the
values of some sovereign debt and of securities of issuers that invest in
sovereign debt and related investments have fallen, credit has become more
scarce worldwide and there has been significant uncertainty in the markets.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts; and many other issuers have faced difficulties
refinancing existing obligations. These market conditions may continue, worsen
or spread, including in the U.S., Europe and beyond. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that such efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. This environment could make identifying investment risks and
opportunities especially difficult for the adviser, and whether or not the
portfolio invests in securities of issuers located in or with significant
exposure to countries experiencing economic and financial difficulties, the
value and liquidity of the portfolio's investments may be negatively affected.
In addition, policy and legislative changes in the U.S. and in other countries
are affecting many aspects of financial regulation. The impact of these changes
on the markets, and the practical implications for market participants, may not
be fully known for some time. The portfolio may experience a substantial or
complete loss on any individual security or derivative position. Particularly
during periods of declining or illiquid markets, the portfolio may experience
periods of heavy redemptions that could cause the portfolio to liquidate its
assets at inopportune times or at a loss or depressed value, and could cause
the remaining shareholders in the portfolio to lose money. Such redemption risk
is greater to the extent that the portfolio has investors with large
shareholdings, short investment horizons or unpredictable cash flow needs.

VALUE STYLE RISK. The prices of securities the adviser believes are undervalued
may not appreciate as expected or may go down. Value stocks may fall out of
favor with investors and underperform the overall equity market.


PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:
oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable


                                       10
<PAGE>

oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


                                       11
<PAGE>

More on the risks of investing in the portfolio

RISKS OF INVESTMENTS IN REITS. The portfolio has risks associated with the real
estate industry. Although the portfolio does not invest directly in real
estate, it may invest in REITs and other equity securities of real estate
industry issuers. These risks may include:
oThe U.S. or a local real estate market declines due to adverse economic
  conditions, foreclosures, overbuilding and high vacancy rates, reduced or
  regulated rents or other causes
oInterest rates go up. Rising interest rates can adversely affect the
  availability and cost of financing for property acquisitions and other
  purposes and reduce the value of a REIT's fixed income investments
oThe values of properties owned by a REIT or the prospects of other real estate
  industry issuers may be hurt by property tax increases, zoning changes,
  other governmental actions, environmental liabilities, natural disasters or
  increased operating expenses
oA REIT in the portfolio's portfolio is, or is perceived by the market to be,
  poorly managed

oIf the portfolio's real estate related investments are concentrated in one
  geographic area or property type, the portfolio will be particularly subject
  to the risks associated with that area or property type

REITs can generally be classified as equity REITs, mortgage REITs or hybrid
REITs. Equity REITs invest primarily in real property and derive income mainly
from the collection of rents. They may also realize gains or losses from the
sale of properties. Equity REITs will be affected by conditions in the real
estate rental market and by changes in the value of the properties they own.
Mortgage REITs invest primarily in mortgages and similar real estate interests
and derive income primarily from interest payments. Mortgage REITs will be
affected by changes in creditworthiness of borrowers and changes in interest
rates. Mortgage REITs are subject to the risks of default of the mortgages or
mortgage-related securities in which they invest, and REITs that invest in
so-called "sub-prime" mortgages are particularly subject to this risk. Hybrid
REITs invest both in real property and in mortgages.

Investing in REITs involves certain unique risks. REITs are dependent on
management skills, are not diversified and are subject to the risks of
financing projects. REITs are typically invested in a limited number of
projects or in a particular market segment or geographic region, and therefore
are more susceptible to adverse developments affecting a single project, market
segment or geographic region than more broadly diversified investments. REITs
are subject to heavy cash flow dependency, defaults by mortgagors or other
borrowers and tenants, self-liquidation and the possibility of failing to
qualify for certain tax and regulatory exemptions. REITs may have limited
financial resources and may experience sharper swings in market values and
trade less frequently and in a more limited volume than securities of larger
issuers. In addition to its own expenses, the portfolio will indirectly bear
its proportionate share of any management and other expenses paid by REITs in
which it invests. Such expenses are not shown in "Annual fund operating
expenses" above.

Many real estate companies, including REITs, utilize leverage (and some may be
highly leveraged), which increases investment risk and could adversely affect a
real estate company's operations and market value. Mortgage REITs tend to be
more leveraged than equity REITs. In addition, many mortgage REITs manage their
interest rate and credit risks through the use of derivatives and other hedging
techniques. In addition, capital to pay or refinance a REIT's debt may not be
available or reasonably priced. Financial covenants related to real estate
company leveraging may affect the company's ability to operate effectively.

RISKS OF WARRANTS AND RIGHTS. Warrants and rights gives the portfolio the right
to buy stock. A warrant specifies the amount of underlying stock, the purchase
(or "exercise") price, and the date the warrant expires. The portfolio has no
obligation to exercise the warrant and buy the stock. A warrant has value only
if the portfolio is able to exercise it or sell it before it expires. If the
price of the underlying stock does not rise above the exercise price before the
warrant expires, the warrant generally expires without any value and the
portfolio loses any amount it paid for the warrant. Thus, investments in
warrants may involve substantially more risk than investments in common stock.
Warrants may trade in the same markets as their underlying stock; however, the
price of the warrant does not necessarily move with the price of the underlying
stock.



                                       12
<PAGE>


The portfolio may purchase securities pursuant to the exercise of subscription
rights, which allow an issuer's existing shareholders to purchase additional
common stock at a price substantially below the market price of the shares. The
failure to exercise subscription rights to purchase common stock would result
in the dilution of the portfolio's interest in the issuing company. The market
for such rights is not well developed and, accordingly, the portfolio may not
always realize full value on the sale of rights.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses. ETFs are bought
and sold based on market prices and can trade at a premium or a discount to the
ETF's net asset value.


DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
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 generally 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.

Industries in the consumer discretionary segment, such as consumer durables,
hotels, restaurants, media, retailing and automobiles, may be significantly
affected by the performance of the overall economy, interest rates,
competition, consumer confidence and spending, and changes in demographics and
consumer tastes.

Industries in the health care segment, such as health care supplies, health
care services, biotechnology and pharmaceuticals, may be significantly affected
by government regulation and reimbursement rates, approval of products by
government agencies, and patent expirations and litigation.

Industries in the energy segment, such as those engaged in the development,
production and distribution of energy resources, can be significantly affected
by supply and demand both for their specific product or service and for energy
products in general. The price of oil, gas and other consumable fuels,
exploration and production spending, government regulation, world events and
economic conditions likewise will affect the performance of companies in these
industries.


                                       13
<PAGE>

More on the risks of investing in the portfolio

Industries in the consumer staples segment, such as food and drug retailing,
beverages, food and tobacco products, household products and personal products,
are subject to government regulation affecting ingredients and production
methods. These industries also may be affected by competition, changes in
consumer tastes and other factors affecting supply and demand, and litigation.

Industries in the industrials segment, such as companies engaged in the
production, distribution or service of products or equipment for manufacturing,
agriculture, forestry, mining and construction, can be significantly affected
by general economic trends, including such factors as employment and economic
growth, interest rate changes, changes in consumer spending, legislative and
governmental regulation and spending, import controls, commodity prices, and
worldwide competition.


DERIVATIVES RISK. Using stock index futures and options and other derivatives
exposes the portfolio to additional risks, may increase the volatility of the
portfolio's net asset value and may not provide the expected result.
Derivatives may have a leveraging effect on the portfolio, and they can
disproportionately increase losses and reduce opportunities for gain when
market prices, interest rates or currencies, or the derivative instruments
themselves, behave in a way not anticipated by the portfolio, especially in
abnormal market conditions. Some derivatives have the potential for unlimited
loss, regardless of the size of the portfolio's initial investment. If changes
in a derivative's value do not correspond to changes in the value of the
portfolio's other investments or do not correlate well with the underlying
assets, rate or index, the portfolio may not fully benefit from, or could lose
money on, or could experience unusually high expenses as a result of, the
derivative position. Derivatives involve the risk of loss if the counterparty
defaults on its obligation or if the clearing firm through which the derivative
has been traded becomes insolvent. Certain derivatives may be less liquid,
which may reduce the returns of the portfolio if it cannot sell or terminate
the derivative at an advantageous time or price. The portfolio also may have to
sell assets at inopportune times to satisfy its obligations. The portfolio may
be unable to terminate or sell its derivative positions. In fact, many
over-the-counter derivative instruments will not have liquidity beyond the
counterparty to the instrument. Some derivatives may involve the risk of
improper valuation. The portfolio's use of derivatives may also increase the
amount of taxes payable by shareholders. Suitable derivatives may not be
available in all circumstances or at reasonable prices and may not be used by
the portfolio for a variety of reasons. Risks associated with the use of
derivatives are magnified to the extent that a large portion of the portfolio's
assets are committed to derivatives in general or are invested in just one or a
few types of derivatives. New regulations are changing the derivatives markets.
The regulations may make using derivatives more costly, may limit their
availability, or may otherwise adversely affect their value or performance. For
derivatives that are required to be traded through a clearinghouse or exchange,
the portfolio also will be exposed to the credit risk of the clearinghouse and
the broker that submits trades for the portfolio. It is possible that certain
derivatives that are required to be cleared, such as certain swap contracts,
will not be accepted for clearing. In addition, regulated trading facilities
for swap contracts are relatively new; they may not function as intended, which
could impair the ability to enter into swap contracts. The extent and impact of
the regulations are not yet fully known and may not be for some time. The
portfolio's ability to use certain derivative instruments currently is limited
by Commodity Futures Trading Commission rules.

LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.

RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public



                                       14
<PAGE>


companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs. Because of the price volatility of IPO shares, the portfolio
may choose to hold IPO shares for a very short period of time. This may
increase the turnover of the portfolio and may lead to increased expenses to
the portfolio, such as commissions and transaction costs. The market for IPO
shares can be speculative and/or inactive for extended periods of time. There
may be only a limited number of shares available for trading. The limited
number of shares available for trading in some IPOs may also make it more
difficult for the portfolio to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on days when
the portfolio is holding fair-valued securities may receive fewer or more
shares or lower or higher redemption proceeds than they would have received if
the portfolio had not fair-valued the security or had used a different
valuation methodology. The value of foreign securities, certain fixed income
securities and currencies, as applicable, may be materially affected by events
after the close of the market on which they are valued, but before the
portfolio determines its net asset value.

CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objectives.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       15
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, selects the portfolio's
investments and oversees the portfolio's operations.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio's portfolio is the responsibility of
John A. Carey, portfolio manager of the portfolio since 1997, and Walter
Hunnewell, Jr., assistant portfolio manager of the portfolio since 2001. Mr.
Carey and Mr. Hunnewell are supported by the domestic equity team. Members of
this team manage other Pioneer funds investing primarily in U.S. equity
securities. The portfolio managers and the team also may draw upon the research
and investment management expertise of the global research teams, which provide
fundamental and quantitative research on companies and include members from one
or more of Pioneer's affiliates.


Mr. Carey, an executive vice president of Pioneer, joined Pioneer as an analyst
in 1979. Mr. Hunnewell, a vice president of Pioneer, joined Pioneer as a
portfolio manager in 2001 and has been an investment professional since 1985.

The portfolio's 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
the portfolio.


MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.65% of the portfolio's average daily net assets. The fee is normally
accrued daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.65% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


                                       16
<PAGE>

DISTRIBUTION PLAN
The portfolio has adopted a distribution plan for Class II shares in accordance
with Rule 12b-1 under the Investment Company Act of 1940. Under the plan, the
portfolio pays to Pioneer Funds Distributor, Inc. a distribution fee of 0.25%
of the average daily net assets attributable to Class II shares. Because these
fees are an ongoing expense, over time they increase the cost of an investment
and the shares may cost more than shares that are subject to other types of
sales charges.


                                       17
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated. The portfolio's most recent
net asset value is available on the portfolio's website,
www.pioneerinvestments.com.


The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
using a variety of techniques and methods.

The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.

The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily available or may be unreliable - the portfolio may
use fair value methods more frequently than funds that


                                       18
<PAGE>

primarily invest in securities that are more widely traded. Valuing securities
using fair value methods may cause the net asset value of the portfolio's
shares to differ from the net asset value that would be calculated only using
market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       19
<PAGE>

Shareholder information

ADDITIONAL PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       20
<PAGE>

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       21
<PAGE>

Shareholder information

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       22
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       23
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER FUND VCT PORTFOLIO


CLASS II



<TABLE>
<CAPTION>
                                                                                 YEAR       YEAR
                                                                                 ENDED      ENDED
                                                                               12/31/13   12/31/12
                                                                              ---------- ----------
<S>                                                                           <C>        <C>
Net asset value, beginning of period                                           $ 20.92    $ 19.97
                                                                               -------    -------
Increase (decrease) from investment operations:
 Net investment income                                                         $  0.25    $  0.27
 Net realized and unrealized gain (loss) on investments and foreign currency
  transactions                                                                    6.43       1.66
                                                                               -------    -------
  Net increase (decrease) from investment operations                           $  6.68    $  1.93
Distributions to shareowners:
 Net investment income                                                           (0.24)     (0.27)
 Net realized gain                                                               (1.08)     (0.71)
                                                                               -------    -------
Total distributions                                                            $ (1.32)   $ (0.98)
                                                                               -------    -------
Net increase (decrease) in net asset value                                     $  5.36    $  0.95
                                                                               -------    -------
Net asset value, end of period                                                 $ 26.28    $ 20.92
                                                                               -------    -------
Total return*                                                                    32.98%      9.95%
Ratio of net expenses to average net assets                                       0.98%      0.99%
Ratio of net investment income to average net assets                              1.01%      1.25%
Portfolio turnover rate                                                              7%        44%
Net assets, end of period (in thousands)                                       $21,563    $21,156



<CAPTION>
                                                                                  YEAR        YEAR        YEAR
                                                                                  ENDED       ENDED      ENDED
                                                                                12/31/11    12/31/10    12/31/09
                                                                              ------------ ---------- -----------
<S>                                                                           <C>          <C>        <C>
Net asset value, beginning of period                                            $ 22.42     $ 19.59     $ 15.93
                                                                                -------     -------     -------
Increase (decrease) from investment operations:
 Net investment income                                                          $  0.32     $  0.24     $  0.27
 Net realized and unrealized gain (loss) on investments and foreign currency
  transactions                                                                    (1.27)       2.81        3.65
                                                                                -------     -------     -------
  Net increase (decrease) from investment operations                            $ (0.95)    $  3.05     $  3.92
Distributions to shareowners:
 Net investment income                                                            (0.26)      (0.22)      (0.26)
 Net realized gain                                                                (1.24)          -           -
                                                                                -------     -------     -------
Total distributions                                                             $ (1.50)    $ (0.22)    $ (0.26)
                                                                                -------     -------     -------
Net increase (decrease) in net asset value                                      $ (2.45)    $  2.83     $  3.66
                                                                                -------     -------     -------
Net asset value, end of period                                                  $ 19.97     $ 22.42     $ 19.59
                                                                                -------     -------     -------
Total return*                                                                     (4.55)%     15.72%      24.91%
Ratio of net expenses to average net assets                                        0.98%       0.97%       0.99%
Ratio of net investment income to average net assets                               1.16%       1.14%       1.56%
Portfolio turnover rate                                                              10%         25%         21%
Net assets, end of period (in thousands)                                        $24,393     $63,142     $68,112
</TABLE>



*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.
Note: The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, separate account charges, and sales
    charges.



                                       24
<PAGE>



                                     Notes

                                       25
<PAGE>

Pioneer Variable Contracts Trust
PIONEER FUND VCT PORTFOLIO
CLASS II SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   19085-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>


<PAGE>

PIONEER REAL ESTATE SHARES VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class I Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objectives
and strategies.........................................  7
More on the risks of investing in the portfolio........ 10
Management............................................. 16
Pricing of shares...................................... 18
Shareholder information................................ 20
Distributions and taxes................................ 23
Financial highlights................................... 24
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVES

Long-term growth of capital. Current income is a secondary objective.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)   CLASS I
----------------------------------------------------------------------------------- --------
<S>                                                                                 <C>
Management Fees                                                                       0.80%
-----------------------------------------------------------------------------------    ----
Distribution and Service (12b-1) Fees                                                 0.00%
-----------------------------------------------------------------------------------    ----
Other Expenses                                                                        0.23%
-----------------------------------------------------------------------------------    ----
Total Annual Portfolio Operating Expenses                                             1.03%
-----------------------------------------------------------------------------------    ----
</TABLE>


EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same. This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
            NUMBER OF YEARS YOU OWN YOUR
                       SHARES
            (WITH OR WITHOUT REDEMPTION)
          ---------------------------------
             1       3       5        10
          ------- ------- ------- ---------
<S>       <C>     <C>     <C>     <C>
Class I   $105    $328    $569    $1,259
--------- ----    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 13% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES
Normally, the portfolio invests at least 80% of its total assets in equity
securities of real estate investment trusts (REITs) and other real estate
industry issuers. The portfolio may at times emphasize particular sub-sectors
of the real estate industry. For purposes of the portfolio's investment
policies, equity securities include common stocks and other equity instruments,
such as exchange-traded funds (ETFs) that invest primarily in equity
securities, warrants, rights, and preferred stocks.

The portfolio may invest up to 20% of its total assets in debt securities of
real estate industry issuers, mortgage-backed securities and short-term
investments. The portfolio may invest up to 5% of its net assets in below
investment grade debt securities (known as "junk bonds"), including below
investment grade convertible debt securities.

The portfolio may invest up to 10% of its total assets in securities of
non-U.S. issuers. Up to 5% of the portfolio's total assets may be invested in
the securities of emerging markets issuers.


                                       1
<PAGE>


Portfolio summary

The portfolio may, but is not required to, use derivatives. The portfolio may
use derivatives, such as options and futures, for a variety of purposes,
including; in an attempt to hedge against adverse changes in the market price
of securities, interest rates or currency exchange rates; as a substitute for
purchasing or selling securities; to attempt to increase the portfolio's return
as a non-hedging strategy that may be considered speculative; and to manage
portfolio characteristics. The portfolio may choose not to make use of
derivatives for a variety of reasons, and any use may be limited by applicable
law and regulations. The portfolio also may hold cash or other short-term
investments.


The portfolio may invest in fewer than 40 securities. The portfolio may invest
in initial public offerings of equity securities.

The portfolio uses a "growth at a reasonable price" style of management. The
subadviser seeks to invest in companies with above average potential for
earnings and revenue growth that are also trading at attractive market
valuations. To select stocks, the subadviser employs fundamental and
qualitative research and an evaluation of the issuer based on its financial
statements and operations. The subadviser focuses on the quality and price of
individual issuers and securities. The subadviser generally sells a portfolio
security when it believes that the issuer no longer offers the potential for
above average earnings and revenue growth.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The stock market may perform
poorly relative to other investments (this risk may be greater in the short
term). High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities worldwide. Governmental and non-governmental issuers have
defaulted on, or been forced to restructure, their debts, and many other
issuers have faced difficulties obtaining credit. These market conditions may
continue, worsen or spread, including in the U.S., Europe and beyond. Further
defaults or restructurings by governments and others of their debt could have
additional adverse effects on economies, financial markets and asset valuations
around the world. In response to the crisis, the U.S. and other governments and
the Federal Reserve and certain foreign central banks have taken steps to
support financial markets, including by keeping interest rates at historically
low levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and in other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.

GROWTH STYLE RISK. The portfolio's investments may not have the growth
potential originally expected. Growth stocks may fall out of favor with
investors and underperform the overall equity market.


PORTFOLIO SELECTION RISK. The subadviser's judgment about a particular security
or issuer, or about the economy or a particular sector, region or market
segment, or about an investment strategy, may prove to be incorrect.


                                       2
<PAGE>

ISSUER FOCUS RISK. The portfolio may invest in fewer than 40 securities and, as
a result, the portfolio's performance may be more volatile than the performance
of funds holding more securities.


RISKS OF INVESTMENTS IN REITS. The portfolio concentrates its investments in
the real estate industry. The risks of investing in REITs and other equity
securities of real estate industry issuers include declines in the real estate
market due to adverse economic conditions, overbuilding or other causes;
increases in interest rates; governmental actions; and declines in property
values.

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. REITs may have lower trading volumes and may be subject to more abrupt or
erratic price movements than the overall securities markets. Mortgage REITS are
particularly subject to interest rate and credit risks. In addition to its own
expenses, the portfolio will indirectly bear its proportionate share of any
management and other expenses paid by REITs in which it invests. Many real
estate companies, including REITs, utilize leverage.

RISKS OF WARRANTS AND RIGHTS. If the price of the underlying stock does not
rise above the exercise price before the warrant expires, the warrant generally
expires without any value and the portfolio loses any amount it paid for the
warrant. The failure to exercise subscription rights to purchase common shares
would result in the dilution of the portfolio's interest in the issuing
company.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses.


SMALL AND MID-SIZE COMPANIES RISK. Compared to large companies, small- and
mid-size companies, and the market for their equity securities, may be more
sensitive to changes in earnings results and investor expectations, have more
limited product lines and capital resources, experience sharper swings in
market values, have limited liquidity, be harder to value or to sell at the
times and prices the subadviser thinks appropriate, and offer greater potential
for gain and loss.

DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.


MORTGAGE-BACKED SECURITIES RISK. The value of mortgage-backed securities will
be influenced by factors affecting the housing market and the assets underlying
such securities. As a result, during periods of declining asset value,
difficult or frozen credit markets, swings in interest rates, or deteriorating
economic conditions, mortgage-backed securities may decline in value, face
valuation difficulties, become more volatile and/or become illiquid. These
securities are also subject to prepayment and extension risks. Some of these
securities may receive little or no collateral protection from the underlying
assets and are thus subject to the risk of default. The risk of such defaults
is generally higher in the case of mortgage-backed investments that include



                                       3
<PAGE>

Portfolio summary

so-called "sub-prime" mortgages. The structure of some of these securities may
be complex and there may be less available information than for other types of
debt securities. Upon the occurrence of certain triggering events or defaults,
the portfolio may become the holder of underlying assets at a time when those
assets may be difficult to sell or may be sold only at a loss.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


DERIVATIVES RISK. Using stock index futures and options and other derivatives
can increase portfolio losses and reduce opportunities for gains when market
prices, interest rates or the derivative instruments themselves behave in a way
not anticipated by the portfolio. Using derivatives may increase the volatility
of the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs.



                                       4
<PAGE>

EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class I shares from
calendar year to calendar year. The table shows the average annual total
returns for Class I shares of the portfolio over time and compares these
returns to the returns of the Morgan Stanley Capital International (MSCI) REIT
Index, a broad-based measure of market performance that has characteristics
relevant to the portfolio's investment strategies.

The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.


ANNUAL RETURN CLASS I SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04       '05     '06     '07      '08      '09     '10     '11     '12     '13
<S>       <C>     <C>     <C>      <C>      <C>     <C>     <C>     <C>     <C>
  35.73   15.13   36.83   -18.88   -38.19   31.64   28.70   10.02   16.41   1.75
</TABLE>






For the period covered by the bar chart:
THE HIGHEST CALENDAR QUARTERLY RETURN WAS 33.13% (07/01/2009 TO 09/30/2009).
THE LOWEST CALENDAR QUARTERLY RETURN WAS -39.29% (10/01/2008 TO 12/31/2008).


AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                                                             SINCE
                                                                                                                         INCEPTION
                                                                                           1 YEAR   5 YEARS   10 YEARS  (03/01/95)
                                                                                         -------- --------- ---------- -----------
<S>                                                                                      <C>      <C>       <C>        <C>
Class I                                                                                    1.75     17.16       9.00        10.75
----------------------------------------------------------------------------------------   ----     -----       ----        -----
Morgan Stanley Capital International (MSCI) REIT Index (reflects no deduction for fees,
expenses or taxes)                                                                         2.47     16.73       8.40        10.61
----------------------------------------------------------------------------------------   ----     -----       ----        -----
</TABLE>


                                       5
<PAGE>

Portfolio summary

MANAGEMENT



<TABLE>
<S>                     <C>
INVESTMENT ADVISER      Pioneer Investment Management, Inc.
INVESTMENT SUBADVISER   AEW Capital Management, L.P.
PORTFOLIO MANAGEMENT    Matthew A. Troxell, CFA, managing director and senior portfolio manager at
                        AEW (portfolio manager of the portfolio since 2004); J. Hall Jones, Jr., CFA,
                        director of AEW (co-portfolio manager of the portfolio since 2012); Roman
                        Ranocha, CFA, director of AEW (co-portfolio manager of the portfolio since
                        2012); and John A. Garofalo, CFA, director of AEW (co-portfolio manager of the
                        portfolio since 2014)
</TABLE>


TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       6
<PAGE>

More on the portfolio's investment objectives
and strategies


INVESTMENT OBJECTIVES
Long-term growth of capital. Current income is a secondary objective.

The portfolio's investment objectives may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objectives.


PRINCIPAL INVESTMENT STRATEGIES
Normally, the portfolio invests at least 80% of its total assets in equity
securities of real estate investment trusts (REITs) and other real estate
industry issuers. The portfolio may at times emphasize particular sub-sectors
of the real estate industry. For purposes of the portfolio's investment
policies, equity securities include common stocks and other equity instruments,
such as exchange-traded funds (ETFs) that invest primarily in equity
securities, warrants, rights, and preferred stocks. The portfolio may consider
an ETF as a REIT or other real estate industry issuer for purposes of
satisfying the portfolio's 80% policy if the ETF invests at least 80% of its
net assets in the equity securities of REITs and other real estate industry
issuers.

The portfolio will provide notice to shareholders at least 60 days prior to any
change to its policy to invest at least 80% of its assets in equity securities
of REITs and other real estate industry issuers.


The portfolio may invest up to 20% of its total assets in debt securities of
real estate industry issuers, mortgage-backed securities and short-term
investments. The portfolio invests in debt securities when the subadviser
believes they are consistent with the portfolio's investment objectives, to
diversify the portfolio's portfolio or for greater liquidity. Generally, the
portfolio acquires investment grade debt securities that are issued by both
U.S. and non-U.S. issuers, but the portfolio may invest up to 5% of its net
assets in below investment grade debt securities (known as "junk bonds"),
including below investment grade convertible debt securities.


The portfolio may invest up to 10% of its total assets in securities of
non-U.S. issuers. Up to 5% of the portfolio's total assets may be invested in
the securities of emerging markets issuers. The portfolio does not count
securities of Canadian issuers against the limit on investment in securities of
non-U.S. issuers.

The portfolio may invest in fewer than 40 securities. The portfolio may invest
in initial public offerings of equity securities.

The portfolio uses a "growth at a reasonable price" style of management.
Pioneer Investment Management, Inc. (Pioneer), the portfolio's investment
adviser, has engaged AEW Capital Management, L.P., to act as the portfolio's
subadviser under Pioneer's supervision. Using this investment style, the
subadviser seeks to invest in companies with above average potential for
earnings and revenue growth that are also trading at attractive market
valuations. To select stocks, the subadviser employs fundamental and
qualitative research and an evaluation of the issuer based on its financial
statements and operations. The subadviser relies on the knowledge, experience
and judgment of its staff who have access to a wide variety of research. The
subadviser focuses on the quality and price of individual issuers and
securities, not on economic sector or market-timing strategies. Factors the
subadviser looks for in selecting investments include:
oFavorable expected returns relative to perceived risk
oIncreasing cash flow or favorable prospects for cash flow growth
oLow market valuations relative to earnings forecast, net asset value and cash
  flow
oFavorable prospects for dividend growth

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


                                       7
<PAGE>

More on the portfolio's investment objectives
and strategies

INVESTMENTS IN REITS
REITs are companies that invest primarily in income producing real estate or
real estate related loans or interests. Some REITs invest directly in real
estate and derive their income from the collection of rents and capital gains
on the sale of properties. Other REITs invest primarily in mortgages, including
"sub-prime" mortgages, secured by real estate and derive their income from
collection of interest.


REAL ESTATE INDUSTRY ISSUERS
A real estate industry issuer is one that derives at least 50% of its gross
revenues or net profits from either:
othe ownership, development, construction, financing, management or sale of
  commercial, industrial or residential real estate; or
oproducts or services related to the real estate industry like building
  supplies or mortgage servicing.


DEBT SECURITIES
The portfolio may invest in debt securities of U.S. and non-U.S. issuers.
Generally the portfolio may acquire debt securities that are investment grade,
but the portfolio may invest in below investment grade debt securities (known
as "junk bonds") including below investment grade convertible debt securities.
A debt security is investment grade if it is rated in one of the top four
categories by a nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the subadviser.


MORTGAGE-BACKED SECURITIES
The portfolio may invest in mortgage-backed securities. Mortgage-backed
securities may be issued by private issuers, by government-sponsored entities
such as the Federal National Mortgage Association (Fannie Mae) or the Federal
Home Loan Mortgage Corporation (Freddie Mac) or by agencies of the U.S.
government, such as the Government National Mortgage Association (Ginnie Mae).
Mortgage-backed securities represent direct or indirect participations in, or
are collateralized by and payable from, mortgage loans secured by real
property. The portfolio's investments in mortgage-related securities may
include mortgage derivatives and structured securities.


NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers emerging
market issuers to include issuers organized under the laws of an emerging
market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets, and emerging market governmental
issuers.


DERIVATIVES
The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. A derivative is a security or
instrument whose value is determined by reference to the value or the change in
value of one or more securities, currencies, indices or other financial
instruments. The portfolio may use derivatives for a variety of purposes,
including:

oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative

oTo manage portfolio characteristics (for example, exposure to various market
  segments)


The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.


                                       8
<PAGE>

CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objectives. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the subadviser believes
securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       9
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. The stock market may perform poorly relative to other investments
(this risk may be greater in the short term). High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities; in particular, the
values of some sovereign debt and of securities of issuers that invest in
sovereign debt and related investments have fallen, credit has become more
scarce worldwide and there has been significant uncertainty in the markets.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts; and many other issuers have faced difficulties
refinancing existing obligations. These market conditions may continue, worsen
or spread, including in the U.S., Europe and beyond. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that such efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. This environment could make identifying investment risks and
opportunities especially difficult for the adviser, and whether or not the
portfolio invests in securities of issuers located in or with significant
exposure to countries experiencing economic and financial difficulties, the
value and liquidity of the portfolio's investments may be negatively affected.
In addition, policy and legislative changes in the U.S. and in other countries
are affecting many aspects of financial regulation. The impact of these changes
on the markets, and the practical implications for market participants, may not
be fully known for some time. The portfolio may experience a substantial or
complete loss on any individual security or derivative position. Particularly
during periods of declining or illiquid markets, the portfolio may experience
periods of heavy redemptions that could cause the portfolio to liquidate its
assets at inopportune times or at a loss or depressed value, and could cause
the remaining shareholders in the portfolio to lose money. Such redemption risk
is greater to the extent that the portfolio has investors with large
shareholdings, short investment horizons or unpredictable cash flow needs.

GROWTH STYLE RISK. The portfolio's investments may not have the growth
potential originally expected. Growth stocks may fall out of favor with
investors and underperform the overall equity market.


PORTFOLIO SELECTION RISK. The subadviser's judgment about a particular security
or issuer, or about the economy or a particular sector, region or market
segment, or about an investment strategy, may prove to be incorrect.

ISSUER FOCUS RISK. The portfolio may invest in fewer than 40 securities and, as
a result, the portfolio's performance may be more volatile than the performance
of funds holding more securities.

RISKS OF INVESTMENTS IN REITS. Although the portfolio does not invest directly
in real estate, it does invest in REITs and other equity securities of real
estate industry issuers. The portfolio concentrates its investments in the real
estate industry. Risks associated with investments in the real estate industry
may include:


                                       10
<PAGE>

oThe U.S. or a local real estate market declines due to adverse economic
  conditions, foreclosures, overbuilding and high vacancy rates, reduced or
  regulated rents or other causes
oInterest rates go up. Rising interest rates can adversely affect the
  availability and cost of financing for property acquisitions and other
  purposes and reduce the value of a REIT's fixed income investments
oThe values of properties owned by a REIT or the prospects of other real estate
  industry issuers may be hurt by property tax increases, zoning changes,
  other governmental actions, environmental liabilities, natural disasters or
  increased operating expenses
oA REIT in the portfolio's portfolio is, or is perceived by the market to be,
  poorly managed

oIf the portfolio's real estate related investments are concentrated in one
  geographic area or property type, the portfolio will be particularly subject
  to the risks associated with that area or property type

REITs can generally be classified as equity REITs, mortgage REITs or hybrid
REITs. Equity REITs invest primarily in real property and derive income mainly
from the collection of rents. They may also realize gains or losses from the
sale of properties. Equity REITs will be affected by conditions in the real
estate rental market and by changes in the value of the properties they own.
Mortgage REITs invest primarily in mortgages and similar real estate interests
and derive income primarily from interest payments. Mortgage REITs will be
affected by changes in creditworthiness of borrowers and changes in interest
rates. Mortgage REITs are subject to the risks of default of the mortgages or
mortgage-related securities in which they invest, and REITs that invest in
so-called "sub-prime" mortgages are particularly subject to this risk. Hybrid
REITs invest both in real property and in mortgages.

Investing in REITs involves certain unique risks. REITs are dependent on
management skills, are not diversified and are subject to the risks of
financing projects. REITs are typically invested in a limited number of
projects or in a particular market segment or geographic region, and therefore
are more susceptible to adverse developments affecting a single project, market
segment or geographic region than more broadly diversified investments. REITs
are subject to heavy cash flow dependency, defaults by mortgagors or other
borrowers and tenants, self-liquidation and the possibility of failing to
qualify for certain tax and regulatory exemptions. REITs may have limited
financial resources and may experience sharper swings in market values and
trade less frequently and in a more limited volume than securities of larger
issuers. In addition to its own expenses, the portfolio will indirectly bear
its proportionate share of any management and other expenses paid by REITs in
which it invests. Such expenses are not shown in "Annual fund operating
expenses" above.

Many real estate companies, including REITs, utilize leverage (and some may be
highly leveraged), which increases investment risk and could adversely affect a
real estate company's operations and market value. Mortgage REITs tend to be
more leveraged than equity REITs. In addition, many mortgage REITs manage their
interest rate and credit risks through the use of derivatives and other hedging
techniques. In addition, capital to pay or refinance a REIT's debt may not be
available or reasonably priced. Financial covenants related to real estate
company leveraging may affect the company's ability to operate effectively.

RISKS OF WARRANTS AND RIGHTS. Warrants and rights gives the portfolio the right
to buy stock. A warrant specifies the amount of underlying stock, the purchase
(or "exercise") price, and the date the warrant expires. The portfolio has no
obligation to exercise the warrant and buy the stock. A warrant has value only
if the portfolio is able to exercise it or sell it before it expires. If the
price of the underlying stock does not rise above the exercise price before the
warrant expires, the warrant generally expires without any value and the
portfolio loses any amount it paid for the warrant. Thus, investments in
warrants may involve substantially more risk than investments in common stock.
Warrants may trade in the same markets as their underlying stock; however, the
price of the warrant does not necessarily move with the price of the underlying
stock.



                                       11
<PAGE>


More on the risks of investing in the portfolio

The portfolio may purchase securities pursuant to the exercise of subscription
rights, which allow an issuer's existing shareholders to purchase additional
common stock at a price substantially below the market price of the shares. The
failure to exercise subscription rights to purchase common stock would result
in the dilution of the portfolio's interest in the issuing company. The market
for such rights is not well developed and, accordingly, the portfolio may not
always realize full value on the sale of rights.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses. ETFs are bought
and sold based on market prices and can trade at a premium or a discount to the
ETF's net asset value.


SMALL AND MID-SIZE COMPANIES RISK. Compared to large companies, small- and
mid-size companies, and the market for their equity securities, may be more
sensitive to changes in earnings results and investor expectations, have more
limited product lines and capital resources, experience sharper swings in
market values, have limited liquidity, be harder to value or to sell at the
times and prices the subadviser thinks appropriate, and offer greater potential
for gain and loss.

DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.

MORTGAGE-BACKED SECURITIES RISK. The repayment of certain mortgage-backed
securities depends primarily on the cash collections received from the issuer's
underlying asset portfolio and, in certain cases, the issuer's ability to issue
replacement securities. As a result, there could be losses to the portfolio in
the event of credit or market value deterioration in the issuer's underlying
portfolio, mismatches in the timing of the cash flows of the underlying asset
interests and the repayment obligations of maturing securities, or the issuer's
inability to issue new or replacement securities. Upon the occurrence of
certain triggering events or defaults, the portfolio may become the holder of
underlying assets at a time when those assets may be difficult to sell or may
be sold only at a loss. In the event of a default, the value of the underlying
collateral may be insufficient to pay certain expenses, such as litigation and
foreclosure expenses, and inadequate to pay any principal or unpaid interest.
Privately issued mortgage-backed securities are not traded on an exchange and
may have a limited market. Without an active trading market, these securities
may be particularly difficult to value given the complexities in valuing the
underlying collateral.

Certain mortgage-backed securities may pay principal only at maturity or may
represent only the right to receive payments of principal or interest on the
underlying obligations, but not both. The value of these types of instruments
may change more drastically than debt securities that pay both principal and
interest during periods of changing interest rates. Principal only instruments
generally increase in value if interest rates


                                       12
<PAGE>

decline, but are also subject to the risk of prepayment. Interest only
instruments generally increase in value in a rising interest rate environment
when fewer of the underlying obligations are prepaid. Interest only instruments
could lose their entire value in a declining interest rate environment if the
underlying obligations are prepaid.

Unlike mortgage-related securities issued or guaranteed by the U.S. government
or its agencies and instrumentalities, mortgage-related securities issued by
private issuers do not have a government or government-sponsored entity
guarantee (but may have other credit enhancement), and may, and frequently do,
have less favorable collateral, credit risk or other characteristics. The
portfolio may invest in other mortgage-related securities, including mortgage
derivatives and structured securities. These securities typically are not
secured by real property. Because these securities have imbedded leverage
features, small changes in interest or prepayment rates may cause large and
sudden price movements. These securities also can become illiquid and difficult
to value in volatile or declining markets.

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:
oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the subadviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable
oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
subject to extensive government regulation.


DERIVATIVES RISK. Using stock index futures and options and other derivatives
exposes the portfolio to additional risks, may increase the volatility of the
portfolio's net asset value and may not provide the expected result.
Derivatives may have a leveraging effect on the portfolio, and they can
disproportionately increase losses and



                                       13
<PAGE>


More on the risks of investing in the portfolio

reduce opportunities for gain when market prices, interest rates or currencies,
or the derivative instruments themselves, behave in a way not anticipated by
the portfolio, especially in abnormal market conditions. Some derivatives have
the potential for unlimited loss, regardless of the size of the portfolio's
initial investment. If changes in a derivative's value do not correspond to
changes in the value of the portfolio's other investments or do not correlate
well with the underlying assets, rate or index, the portfolio may not fully
benefit from, or could lose money on, or could experience unusually high
expenses as a result of, the derivative position. Derivatives involve the risk
of loss if the counterparty defaults on its obligation or if the clearing firm
through which the derivative has been traded becomes insolvent. Certain
derivatives may be less liquid, which may reduce the returns of the portfolio
if it cannot sell or terminate the derivative at an advantageous time or price.
The portfolio also may have to sell assets at inopportune times to satisfy its
obligations. The portfolio may be unable to terminate or sell its derivative
positions. In fact, many over-the-counter derivative instruments will not have
liquidity beyond the counterparty to the instrument. Some derivatives may
involve the risk of improper valuation. The portfolio's use of derivatives may
also increase the amount of taxes payable by shareholders. Suitable derivatives
may not be available in all circumstances or at reasonable prices and may not
be used by the portfolio for a variety of reasons. Risks associated with the
use of derivatives are magnified to the extent that a large portion of the
portfolio's assets are committed to derivatives in general or are invested in
just one or a few types of derivatives. New regulations are changing the
derivatives markets. The regulations may make using derivatives more costly,
may limit their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the regulations are not yet fully known and
may not be for some time. The portfolio's ability to use certain derivative
instruments currently is limited by Commodity Futures Trading Commission rules.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.

RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs. Because of the price volatility of IPO shares, the portfolio
may choose to hold IPO shares for a very short period of time. This may
increase the turnover of the portfolio and may lead to increased expenses to
the portfolio, such as commissions and transaction costs. The market for IPO
shares can be speculative and/or inactive for extended periods of time. There
may be only a limited number of shares available for trading. The limited
number of shares available for trading in some IPOs may also make it more
difficult for the portfolio to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on



                                       14
<PAGE>


days when the portfolio is holding fair-valued securities may receive fewer or
more shares or lower or higher redemption proceeds than they would have
received if the portfolio had not fair-valued the security or had used a
different valuation methodology. The value of foreign securities, certain fixed
income securities and currencies, as applicable, may be materially affected by
events after the close of the market on which they are valued, but before the
portfolio determines its net asset value.

CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objectives.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       15
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, oversees the portfolio's
operations and supervises the portfolio's subadviser, which is responsible for
the day-to-day management of the portfolio's portfolio.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


INVESTMENT SUBADVISER

AEW Capital Management, L.P. (AEW) is the portfolio's subadviser. AEW, a wholly
owned subsididary of NATIXIS Global Asset Management, is located at World Trade
Center East, Two Seaport Lane, Boston, Massachusetts 02210, provides real
estate investment advice to public, corporate, union and government pension
plans and endowments. As of December 31, 2013, AEW and its affiliates had
approximately $51.3 billion in assets under management.



PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio is the responsibility of Matthew A.
Troxell, CFA (portfolio manager of the portfolio since 2004). Mr. Troxell is a
managing director and senior portfolio manager at AEW with responsibility for
construction and management of all the firm's publicly traded real estate
equities portfolios. He has been employed at AEW as part of the REIT group
since 1994 and has over 30 years of experience in investment analysis and
portfolio management. Mr. Troxell is supported by three portfolio managers: J.
Hall Jones, Jr., CFA, director of AEW (co-portfolio manager of the portfolio
since 2012); Roman Ranocha, CFA, director of AEW (co-portfolio manager of the
portfolio since 2012); and John A. Garofalo, CFA, director of AEW (co-portfolio
manager of the portfolio since 2014). Prior to joining AEW in March 2014, Mr.
Garofalo was a portfolio manager and chief investment officer at Merestone
Capital Management.

The portfolio's 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
the portfolio.



MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.80% of the portfolio's average daily net assets up to $500 million
and 0.75% of the portfolio's average daily net assets over $500 million. The
fee is normally accrued daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.80% of the
portfolio's average daily net assets.


Pioneer, and not the portfolio, pays a portion of the fee it receives from the
portfolio to AEW as compensation for AEW's subadvisory services to the
portfolio.


                                       16
<PAGE>


A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.

A discussion regarding the basis for the Board of Trustees' approval of the
subadvisory contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


                                       17
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated. The portfolio's most recent
net asset value is available on the portfolio's website,
www.pioneerinvestments.com.


The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
using a variety of techniques and methods.

The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.

The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily available or may be unreliable - the portfolio may
use fair value methods more frequently than funds that


                                       18
<PAGE>

primarily invest in securities that are more widely traded. Valuing securities
using fair value methods may cause the net asset value of the portfolio's
shares to differ from the net asset value that would be calculated only using
market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       19
<PAGE>

Shareholder information

PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       20
<PAGE>

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       21
<PAGE>

Shareholder information

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       22
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       23
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER REAL ESTATE SHARES VCT PORTFOLIO


CLASS I



<TABLE>
<CAPTION>
                                                             YEAR        YEAR        YEAR         YEAR          YEAR
                                                             ENDED       ENDED       ENDED        ENDED        ENDED
                                                           12/31/13    12/31/12    12/31/11     12/31/10      12/31/09
                                                          ----------  ----------  ----------  ------------  -----------
<S>                                                       <C>         <C>         <C>         <C>           <C>
Net asset value, beginning of period                       $ 19.93     $ 17.53     $ 16.34      $  13.04      $ 10.41
                                                           -------     -------     -------      --------      -------
Increase (decrease) from investment operations:
 Net investment income                                     $  0.28     $  0.25     $  0.44      $   0.24      $  0.35
 Net realized and unrealized gain (loss) on investments       0.06        2.61        1.18          3.46         2.76
                                                           -------     -------     -------      --------      -------
  Net increase (decrease) from investment operations       $  0.34     $  2.86     $  1.62      $   3.70      $  3.11
Distributions to shareowners:
 Net investment income                                     $ (0.29)    $ (0.25)    $ (0.43)     $  (0.40)     $ (0.35)
 Net realized gain                                           (1.21)      (0.21)          -             -            -
                                                           -------     -------     -------      --------      -------
Tax return of capital                                            -           -           -             -        (0.13)
Total distributions                                        $ (1.50)    $ (0.46)    $ (0.43)     $  (0.40)     $ (0.48)
                                                           -------     -------     -------      --------      -------
Net increase (decrease) in net asset value                 $ (1.16)    $  2.40     $  1.19      $   3.30      $  2.63
                                                           -------     -------     -------      --------      -------
Net asset value, end of period                             $ 18.77     $ 19.93     $ 17.53      $  16.34      $ 13.04
                                                           -------     -------     -------      --------      -------
Total return*                                                 1.75%      16.41%      10.02%        28.70%       31.64%
Ratio of net expenses to average net assets                   1.03%       1.02%       1.03%         1.03%        1.10%
Ratio of net investment income to average net assets          1.38%       2.41%       2.48%         1.68%        3.48%
Portfolio turnover rate                                         13%          5%         10%           11%          30%
Net assets, end of period (in thousands)                   $ 9,383     $10,514     $10,428      $ 11,035      $10,151
</TABLE>



*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.
Note: The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, separate account charges, and
    charges.



                                       24
<PAGE>



                                     Notes

                                       25
<PAGE>

Pioneer Variable Contracts Trust
PIONEER REAL ESTATE SHARES VCT PORTFOLIO
CLASS I SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   19097-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>


<PAGE>

PIONEER REAL ESTATE SHARES VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class II Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objectives
and strategies.........................................  7
More on the risks of investing in the portfolio........ 10
Management............................................. 16
Pricing of shares...................................... 18
Shareholder information................................ 20
Distributions and taxes................................ 23
Financial highlights................................... 24
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVES

Long-term growth of capital. Current income is a secondary objective.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)   CLASS II
----------------------------------------------------------------------------------- ---------
<S>                                                                                 <C>
Management Fees                                                                        0.80%
-----------------------------------------------------------------------------------     ----
Distribution and Service (12b-1) Fees                                                  0.25%
-----------------------------------------------------------------------------------     ----
Other Expenses                                                                         0.22%
-----------------------------------------------------------------------------------     ----
Total Annual Portfolio Operating Expenses                                              1.27%
-----------------------------------------------------------------------------------     ----
</TABLE>


EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same. This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
             NUMBER OF YEARS YOU OWN YOUR
                        SHARES
             (WITH OR WITHOUT REDEMPTION)
           ---------------------------------
              1       3       5        10
           ------- ------- ------- ---------
<S>        <C>     <C>     <C>     <C>
Class II   $129    $403    $697    $1,534
---------- ----    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 13% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES
Normally, the portfolio invests at least 80% of its total assets in equity
securities of real estate investment trusts (REITs) and other real estate
industry issuers. The portfolio may at times emphasize particular sub-sectors
of the real estate industry. For purposes of the portfolio's investment
policies, equity securities include common stocks and other equity instruments,
such as exchange-traded funds (ETFs) that invest primarily in equity
securities, warrants, rights, and preferred stocks.

The portfolio may invest up to 20% of its total assets in debt securities of
real estate industry issuers, mortgage-backed securities and short-term
investments. The portfolio may invest up to 5% of its net assets in below
investment grade debt securities (known as "junk bonds"), including below
investment grade convertible debt securities.

The portfolio may invest up to 10% of its total assets in securities of
non-U.S. issuers. Up to 5% of the portfolio's total assets may be invested in
the securities of emerging markets issuers.


                                       1
<PAGE>


Portfolio summary

The portfolio may, but is not required to, use derivatives. The portfolio may
use derivatives, such as options and futures, for a variety of purposes,
including; in an attempt to hedge against adverse changes in the market price
of securities, interest rates or currency exchange rates; as a substitute for
purchasing or selling securities; to attempt to increase the portfolio's return
as a non-hedging strategy that may be considered speculative; and to manage
portfolio characteristics. The portfolio may choose not to make use of
derivatives for a variety of reasons, and any use may be limited by applicable
law and regulations. The portfolio also may hold cash or other short-term
investments.


The portfolio may invest in fewer than 40 securities. The portfolio may invest
in initial public offerings of equity securities.

The portfolio uses a "growth at a reasonable price" style of management. The
subadviser seeks to invest in companies with above average potential for
earnings and revenue growth that are also trading at attractive market
valuations. To select stocks, the subadviser employs fundamental and
qualitative research and an evaluation of the issuer based on its financial
statements and operations. The subadviser focuses on the quality and price of
individual issuers and securities. The subadviser generally sells a portfolio
security when it believes that the issuer no longer offers the potential for
above average earnings and revenue growth.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The stock market may perform
poorly relative to other investments (this risk may be greater in the short
term). High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities worldwide. Governmental and non-governmental issuers have
defaulted on, or been forced to restructure, their debts, and many other
issuers have faced difficulties obtaining credit. These market conditions may
continue, worsen or spread, including in the U.S., Europe and beyond. Further
defaults or restructurings by governments and others of their debt could have
additional adverse effects on economies, financial markets and asset valuations
around the world. In response to the crisis, the U.S. and other governments and
the Federal Reserve and certain foreign central banks have taken steps to
support financial markets, including by keeping interest rates at historically
low levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and in other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.

GROWTH STYLE RISK. The portfolio's investments may not have the growth
potential originally expected. Growth stocks may fall out of favor with
investors and underperform the overall equity market.


PORTFOLIO SELECTION RISK. The subadviser's judgment about a particular security
or issuer, or about the economy or a particular sector, region or market
segment, or about an investment strategy, may prove to be incorrect.


                                       2
<PAGE>

ISSUER FOCUS RISK. The portfolio may invest in fewer than 40 securities and, as
a result, the portfolio's performance may be more volatile than the performance
of funds holding more securities.


RISKS OF INVESTMENTS IN REITS. The portfolio concentrates its investments in
the real estate industry. The risks of investing in REITs and other equity
securities of real estate industry issuers include declines in the real estate
market due to adverse economic conditions, overbuilding or other causes;
increases in interest rates; governmental actions; and declines in property
values.

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. REITs may have lower trading volumes and may be subject to more abrupt or
erratic price movements than the overall securities markets. Mortgage REITS are
particularly subject to interest rate and credit risks. In addition to its own
expenses, the portfolio will indirectly bear its proportionate share of any
management and other expenses paid by REITs in which it invests. Many real
estate companies, including REITs, utilize leverage.

RISKS OF WARRANTS AND RIGHTS. If the price of the underlying stock does not
rise above the exercise price before the warrant expires, the warrant generally
expires without any value and the portfolio loses any amount it paid for the
warrant. The failure to exercise subscription rights to purchase common shares
would result in the dilution of the portfolio's interest in the issuing
company.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses.


SMALL AND MID-SIZE COMPANIES RISK. Compared to large companies, small- and
mid-size companies, and the market for their equity securities, may be more
sensitive to changes in earnings results and investor expectations, have more
limited product lines and capital resources, experience sharper swings in
market values, have limited liquidity, be harder to value or to sell at the
times and prices the subadviser thinks appropriate, and offer greater potential
for gain and loss.

DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.


MORTGAGE-BACKED SECURITIES RISK. The value of mortgage-backed securities will
be influenced by factors affecting the housing market and the assets underlying
such securities. As a result, during periods of declining asset value,
difficult or frozen credit markets, swings in interest rates, or deteriorating
economic conditions, mortgage-backed securities may decline in value, face
valuation difficulties, become more volatile and/or become illiquid. These
securities are also subject to prepayment and extension risks. Some of these
securities may receive little or no collateral protection from the underlying
assets and are thus subject to the risk of default. The risk of such defaults
is generally higher in the case of mortgage-backed investments that include
so-called "sub-prime" mortgages. The structure of some of these securities may
be complex and there may



                                       3
<PAGE>

Portfolio summary

be less available information than for other types of debt securities. Upon the
occurrence of certain triggering events or defaults, the portfolio may become
the holder of underlying assets at a time when those assets may be difficult to
sell or may be sold only at a loss.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


DERIVATIVES RISK. Using stock index futures and options and other derivatives
can increase portfolio losses and reduce opportunities for gains when market
prices, interest rates or the derivative instruments themselves behave in a way
not anticipated by the portfolio. Using derivatives may increase the volatility
of the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs.



                                       4
<PAGE>

EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class II shares from
calendar year to calendar year. The table shows the average annual total
returns for Class II shares of the portfolio over time and compares these
returns to the returns of the Morgan Stanley Capital International (MSCI) REIT
Index, a broad-based measure of market performance that has characteristics
relevant to the portfolio's investment strategies.


The performance shown for Class II shares for periods prior to the commencement
of operations of Class II shares on August 1, 2000 is the performance of Class
I shares of the portfolio, reduced to reflect the higher distribution fee of
Class II shares.


The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.


ANNUAL RETURN CLASS II SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04       '05     '06     '07      '08      '09     '10     '11    '12     '13
<S>       <C>     <C>     <C>      <C>      <C>     <C>     <C>    <C>     <C>
  35.39   14.86   36.48   -19.09   -38.35   31.56   28.53   9.76   16.09   1.54
</TABLE>






For the period covered by the bar chart:
THE HIGHEST CALENDAR QUARTERLY RETURN WAS 33.06% (07/01/2009 TO 09/30/2009).
THE LOWEST CALENDAR QUARTERLY RETURN WAS -39.32% (10/01/2008 TO 12/31/2008).

                                       5
<PAGE>

Portfolio summary

AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                                                             SINCE
                                                                                                                         INCEPTION
                                                                                           1 YEAR   5 YEARS   10 YEARS  (03/01/95)
                                                                                         -------- --------- ---------- -----------
<S>                                                                                      <C>      <C>       <C>        <C>
Class II                                                                                   1.54     16.95       8.76        10.48
----------------------------------------------------------------------------------------   ----     -----       ----        -----
Morgan Stanley Capital International (MSCI) REIT Index (reflects no deduction for fees,
expenses or taxes)                                                                         2.47     16.73       8.40        10.61
----------------------------------------------------------------------------------------   ----     -----       ----        -----
</TABLE>


MANAGEMENT



<TABLE>
<S>                     <C>
INVESTMENT ADVISER      Pioneer Investment Management, Inc.
INVESTMENT SUBADVISER   AEW Capital Management, L.P.
PORTFOLIO MANAGEMENT    Matthew A. Troxell, CFA, managing director and senior portfolio manager at
                        AEW (portfolio manager of the portfolio since 2004); J. Hall Jones, Jr., CFA,
                        director of AEW (co-portfolio manager of the portfolio since 2012); Roman
                        Ranocha, CFA, director of AEW (co-portfolio manager of the portfolio since
                        2012); and John A. Garofalo, CFA, director of AEW (co-portfolio manager of the
                        portfolio since 2014)
</TABLE>


TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.

                                       6
<PAGE>

More on the portfolio's investment objectives
and strategies


INVESTMENT OBJECTIVES
Long-term growth of capital. Current income is a secondary objective.

The portfolio's investment objectives may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objectives.


PRINCIPAL INVESTMENT STRATEGIES
Normally, the portfolio invests at least 80% of its total assets in equity
securities of real estate investment trusts (REITs) and other real estate
industry issuers. The portfolio may at times emphasize particular sub-sectors
of the real estate industry. For purposes of the portfolio's investment
policies, equity securities include common stocks and other equity instruments,
such as exchange-traded funds (ETFs) that invest primarily in equity
securities, warrants, rights, and preferred stocks. The portfolio may consider
an ETF as a REIT or other real estate industry issuer for purposes of
satisfying the portfolio's 80% policy if the ETF invests at least 80% of its
net assets in the equity securities of REITs and other real estate industry
issuers.

The portfolio will provide notice to shareholders at least 60 days prior to any
change to its policy to invest at least 80% of its assets in equity securities
of REITs and other real estate industry issuers.


The portfolio may invest up to 20% of its total assets in debt securities of
real estate industry issuers, mortgage-backed securities and short-term
investments. The portfolio invests in debt securities when the subadviser
believes they are consistent with the portfolio's investment objectives, to
diversify the portfolio's portfolio or for greater liquidity. Generally, the
portfolio acquires investment grade debt securities that are issued by both
U.S. and non-U.S. issuers, but the portfolio may invest up to 5% of its net
assets in below investment grade debt securities (known as "junk bonds"),
including below investment grade convertible debt securities.


The portfolio may invest up to 10% of its total assets in securities of
non-U.S. issuers. Up to 5% of the portfolio's total assets may be invested in
the securities of emerging markets issuers. The portfolio does not count
securities of Canadian issuers against the limit on investment in securities of
non-U.S. issuers.

The portfolio may invest in fewer than 40 securities. The portfolio may invest
in initial public offerings of equity securities.

The portfolio uses a "growth at a reasonable price" style of management.
Pioneer Investment Management, Inc. (Pioneer), the portfolio's investment
adviser, has engaged AEW Capital Management, L.P., to act as the portfolio's
subadviser under Pioneer's supervision. Using this investment style, the
subadviser seeks to invest in companies with above average potential for
earnings and revenue growth that are also trading at attractive market
valuations. To select stocks, the subadviser employs fundamental and
qualitative research and an evaluation of the issuer based on its financial
statements and operations. The subadviser relies on the knowledge, experience
and judgment of its staff who have access to a wide variety of research. The
subadviser focuses on the quality and price of individual issuers and
securities, not on economic sector or market-timing strategies. Factors the
subadviser looks for in selecting investments include:
oFavorable expected returns relative to perceived risk
oIncreasing cash flow or favorable prospects for cash flow growth
oLow market valuations relative to earnings forecast, net asset value and cash
  flow
oFavorable prospects for dividend growth

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


                                       7
<PAGE>

More on the portfolio's investment objectives
and strategies

INVESTMENTS IN REITS
REITs are companies that invest primarily in income producing real estate or
real estate related loans or interests. Some REITs invest directly in real
estate and derive their income from the collection of rents and capital gains
on the sale of properties. Other REITs invest primarily in mortgages, including
"sub-prime" mortgages, secured by real estate and derive their income from
collection of interest.


REAL ESTATE INDUSTRY ISSUERS
A real estate industry issuer is one that derives at least 50% of its gross
revenues or net profits from either:
othe ownership, development, construction, financing, management or sale of
  commercial, industrial or residential real estate; or
oproducts or services related to the real estate industry like building
  supplies or mortgage servicing.


DEBT SECURITIES
The portfolio may invest in debt securities of U.S. and non-U.S. issuers.
Generally the portfolio may acquire debt securities that are investment grade,
but the portfolio may invest in below investment grade debt securities (known
as "junk bonds") including below investment grade convertible debt securities.
A debt security is investment grade if it is rated in one of the top four
categories by a nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the subadviser.


MORTGAGE-BACKED SECURITIES
The portfolio may invest in mortgage-backed securities. Mortgage-backed
securities may be issued by private issuers, by government-sponsored entities
such as the Federal National Mortgage Association (Fannie Mae) or the Federal
Home Loan Mortgage Corporation (Freddie Mac) or by agencies of the U.S.
government, such as the Government National Mortgage Association (Ginnie Mae).
Mortgage-backed securities represent direct or indirect participations in, or
are collateralized by and payable from, mortgage loans secured by real
property. The portfolio's investments in mortgage-related securities may
include mortgage derivatives and structured securities.


NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers emerging
market issuers to include issuers organized under the laws of an emerging
market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets, and emerging market governmental
issuers.


DERIVATIVES
The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. A derivative is a security or
instrument whose value is determined by reference to the value or the change in
value of one or more securities, currencies, indices or other financial
instruments. The portfolio may use derivatives for a variety of purposes,
including:

oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative

oTo manage portfolio characteristics (for example, exposure to various market
  segments)


The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.


                                       8
<PAGE>

CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objectives. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the subadviser believes
securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       9
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objectives.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. The stock market may perform poorly relative to other investments
(this risk may be greater in the short term). High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities; in particular, the
values of some sovereign debt and of securities of issuers that invest in
sovereign debt and related investments have fallen, credit has become more
scarce worldwide and there has been significant uncertainty in the markets.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts; and many other issuers have faced difficulties
refinancing existing obligations. These market conditions may continue, worsen
or spread, including in the U.S., Europe and beyond. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that such efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. This environment could make identifying investment risks and
opportunities especially difficult for the adviser, and whether or not the
portfolio invests in securities of issuers located in or with significant
exposure to countries experiencing economic and financial difficulties, the
value and liquidity of the portfolio's investments may be negatively affected.
In addition, policy and legislative changes in the U.S. and in other countries
are affecting many aspects of financial regulation. The impact of these changes
on the markets, and the practical implications for market participants, may not
be fully known for some time. The portfolio may experience a substantial or
complete loss on any individual security or derivative position. Particularly
during periods of declining or illiquid markets, the portfolio may experience
periods of heavy redemptions that could cause the portfolio to liquidate its
assets at inopportune times or at a loss or depressed value, and could cause
the remaining shareholders in the portfolio to lose money. Such redemption risk
is greater to the extent that the portfolio has investors with large
shareholdings, short investment horizons or unpredictable cash flow needs.

GROWTH STYLE RISK. The portfolio's investments may not have the growth
potential originally expected. Growth stocks may fall out of favor with
investors and underperform the overall equity market.


PORTFOLIO SELECTION RISK. The subadviser's judgment about a particular security
or issuer, or about the economy or a particular sector, region or market
segment, or about an investment strategy, may prove to be incorrect.

ISSUER FOCUS RISK. The portfolio may invest in fewer than 40 securities and, as
a result, the portfolio's performance may be more volatile than the performance
of funds holding more securities.

RISKS OF INVESTMENTS IN REITS. Although the portfolio does not invest directly
in real estate, it does invest in REITs and other equity securities of real
estate industry issuers. The portfolio concentrates its investments in the real
estate industry. Risks associated with investments in the real estate industry
may include:


                                       10
<PAGE>

oThe U.S. or a local real estate market declines due to adverse economic
  conditions, foreclosures, overbuilding and high vacancy rates, reduced or
  regulated rents or other causes
oInterest rates go up. Rising interest rates can adversely affect the
  availability and cost of financing for property acquisitions and other
  purposes and reduce the value of a REIT's fixed income investments
oThe values of properties owned by a REIT or the prospects of other real estate
  industry issuers may be hurt by property tax increases, zoning changes,
  other governmental actions, environmental liabilities, natural disasters or
  increased operating expenses
oA REIT in the portfolio's portfolio is, or is perceived by the market to be,
  poorly managed

oIf the portfolio's real estate related investments are concentrated in one
  geographic area or property type, the portfolio will be particularly subject
  to the risks associated with that area or property type

REITs can generally be classified as equity REITs, mortgage REITs or hybrid
REITs. Equity REITs invest primarily in real property and derive income mainly
from the collection of rents. They may also realize gains or losses from the
sale of properties. Equity REITs will be affected by conditions in the real
estate rental market and by changes in the value of the properties they own.
Mortgage REITs invest primarily in mortgages and similar real estate interests
and derive income primarily from interest payments. Mortgage REITs will be
affected by changes in creditworthiness of borrowers and changes in interest
rates. Mortgage REITs are subject to the risks of default of the mortgages or
mortgage-related securities in which they invest, and REITs that invest in
so-called "sub-prime" mortgages are particularly subject to this risk. Hybrid
REITs invest both in real property and in mortgages.

Investing in REITs involves certain unique risks. REITs are dependent on
management skills, are not diversified and are subject to the risks of
financing projects. REITs are typically invested in a limited number of
projects or in a particular market segment or geographic region, and therefore
are more susceptible to adverse developments affecting a single project, market
segment or geographic region than more broadly diversified investments. REITs
are subject to heavy cash flow dependency, defaults by mortgagors or other
borrowers and tenants, self-liquidation and the possibility of failing to
qualify for certain tax and regulatory exemptions. REITs may have limited
financial resources and may experience sharper swings in market values and
trade less frequently and in a more limited volume than securities of larger
issuers. In addition to its own expenses, the portfolio will indirectly bear
its proportionate share of any management and other expenses paid by REITs in
which it invests. Such expenses are not shown in "Annual fund operating
expenses" above.

Many real estate companies, including REITs, utilize leverage (and some may be
highly leveraged), which increases investment risk and could adversely affect a
real estate company's operations and market value. Mortgage REITs tend to be
more leveraged than equity REITs. In addition, many mortgage REITs manage their
interest rate and credit risks through the use of derivatives and other hedging
techniques. In addition, capital to pay or refinance a REIT's debt may not be
available or reasonably priced. Financial covenants related to real estate
company leveraging may affect the company's ability to operate effectively.

RISKS OF WARRANTS AND RIGHTS. Warrants and rights gives the portfolio the right
to buy stock. A warrant specifies the amount of underlying stock, the purchase
(or "exercise") price, and the date the warrant expires. The portfolio has no
obligation to exercise the warrant and buy the stock. A warrant has value only
if the portfolio is able to exercise it or sell it before it expires. If the
price of the underlying stock does not rise above the exercise price before the
warrant expires, the warrant generally expires without any value and the
portfolio loses any amount it paid for the warrant. Thus, investments in
warrants may involve substantially more risk than investments in common stock.
Warrants may trade in the same markets as their underlying stock; however, the
price of the warrant does not necessarily move with the price of the underlying
stock.



                                       11
<PAGE>


More on the risks of investing in the portfolio

The portfolio may purchase securities pursuant to the exercise of subscription
rights, which allow an issuer's existing shareholders to purchase additional
common stock at a price substantially below the market price of the shares. The
failure to exercise subscription rights to purchase common stock would result
in the dilution of the portfolio's interest in the issuing company. The market
for such rights is not well developed and, accordingly, the portfolio may not
always realize full value on the sale of rights.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses. ETFs are bought
and sold based on market prices and can trade at a premium or a discount to the
ETF's net asset value.


SMALL AND MID-SIZE COMPANIES RISK. Compared to large companies, small- and
mid-size companies, and the market for their equity securities, may be more
sensitive to changes in earnings results and investor expectations, have more
limited product lines and capital resources, experience sharper swings in
market values, have limited liquidity, be harder to value or to sell at the
times and prices the subadviser thinks appropriate, and offer greater potential
for gain and loss.

DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.

MORTGAGE-BACKED SECURITIES RISK. The repayment of certain mortgage-backed
securities depends primarily on the cash collections received from the issuer's
underlying asset portfolio and, in certain cases, the issuer's ability to issue
replacement securities. As a result, there could be losses to the portfolio in
the event of credit or market value deterioration in the issuer's underlying
portfolio, mismatches in the timing of the cash flows of the underlying asset
interests and the repayment obligations of maturing securities, or the issuer's
inability to issue new or replacement securities. Upon the occurrence of
certain triggering events or defaults, the portfolio may become the holder of
underlying assets at a time when those assets may be difficult to sell or may
be sold only at a loss. In the event of a default, the value of the underlying
collateral may be insufficient to pay certain expenses, such as litigation and
foreclosure expenses, and inadequate to pay any principal or unpaid interest.
Privately issued mortgage-backed securities are not traded on an exchange and
may have a limited market. Without an active trading market, these securities
may be particularly difficult to value given the complexities in valuing the
underlying collateral.

Certain mortgage-backed securities may pay principal only at maturity or may
represent only the right to receive payments of principal or interest on the
underlying obligations, but not both. The value of these types of instruments
may change more drastically than debt securities that pay both principal and
interest during periods of changing interest rates. Principal only instruments
generally increase in value if interest rates


                                       12
<PAGE>

decline, but are also subject to the risk of prepayment. Interest only
instruments generally increase in value in a rising interest rate environment
when fewer of the underlying obligations are prepaid. Interest only instruments
could lose their entire value in a declining interest rate environment if the
underlying obligations are prepaid.

Unlike mortgage-related securities issued or guaranteed by the U.S. government
or its agencies and instrumentalities, mortgage-related securities issued by
private issuers do not have a government or government-sponsored entity
guarantee (but may have other credit enhancement), and may, and frequently do,
have less favorable collateral, credit risk or other characteristics. The
portfolio may invest in other mortgage-related securities, including mortgage
derivatives and structured securities. These securities typically are not
secured by real property. Because these securities have imbedded leverage
features, small changes in interest or prepayment rates may cause large and
sudden price movements. These securities also can become illiquid and difficult
to value in volatile or declining markets.

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:
oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the subadviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable
oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
subject to extensive government regulation.


DERIVATIVES RISK. Using stock index futures and options and other derivatives
exposes the portfolio to additional risks, may increase the volatility of the
portfolio's net asset value and may not provide the expected result.
Derivatives may have a leveraging effect on the portfolio, and they can
disproportionately increase losses and



                                       13
<PAGE>


More on the risks of investing in the portfolio

reduce opportunities for gain when market prices, interest rates or currencies,
or the derivative instruments themselves, behave in a way not anticipated by
the portfolio, especially in abnormal market conditions. Some derivatives have
the potential for unlimited loss, regardless of the size of the portfolio's
initial investment. If changes in a derivative's value do not correspond to
changes in the value of the portfolio's other investments or do not correlate
well with the underlying assets, rate or index, the portfolio may not fully
benefit from, or could lose money on, or could experience unusually high
expenses as a result of, the derivative position. Derivatives involve the risk
of loss if the counterparty defaults on its obligation or if the clearing firm
through which the derivative has been traded becomes insolvent. Certain
derivatives may be less liquid, which may reduce the returns of the portfolio
if it cannot sell or terminate the derivative at an advantageous time or price.
The portfolio also may have to sell assets at inopportune times to satisfy its
obligations. The portfolio may be unable to terminate or sell its derivative
positions. In fact, many over-the-counter derivative instruments will not have
liquidity beyond the counterparty to the instrument. Some derivatives may
involve the risk of improper valuation. The portfolio's use of derivatives may
also increase the amount of taxes payable by shareholders. Suitable derivatives
may not be available in all circumstances or at reasonable prices and may not
be used by the portfolio for a variety of reasons. Risks associated with the
use of derivatives are magnified to the extent that a large portion of the
portfolio's assets are committed to derivatives in general or are invested in
just one or a few types of derivatives. New regulations are changing the
derivatives markets. The regulations may make using derivatives more costly,
may limit their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the regulations are not yet fully known and
may not be for some time. The portfolio's ability to use certain derivative
instruments currently is limited by Commodity Futures Trading Commission rules.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.

RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs. Because of the price volatility of IPO shares, the portfolio
may choose to hold IPO shares for a very short period of time. This may
increase the turnover of the portfolio and may lead to increased expenses to
the portfolio, such as commissions and transaction costs. The market for IPO
shares can be speculative and/or inactive for extended periods of time. There
may be only a limited number of shares available for trading. The limited
number of shares available for trading in some IPOs may also make it more
difficult for the portfolio to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on



                                       14
<PAGE>


days when the portfolio is holding fair-valued securities may receive fewer or
more shares or lower or higher redemption proceeds than they would have
received if the portfolio had not fair-valued the security or had used a
different valuation methodology. The value of foreign securities, certain fixed
income securities and currencies, as applicable, may be materially affected by
events after the close of the market on which they are valued, but before the
portfolio determines its net asset value.

CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objectives.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       15
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, oversees the portfolio's
operations and supervises the portfolio's subadviser, which is responsible for
the day-to-day management of the portfolio's portfolio.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


INVESTMENT SUBADVISER

AEW Capital Management, L.P. (AEW) is the portfolio's subadviser. AEW, a wholly
owned subsididary of NATIXIS Global Asset Management, is located at World Trade
Center East, Two Seaport Lane, Boston, Massachusetts 02210, provides real
estate investment advice to public, corporate, union and government pension
plans and endowments. As of December 31, 2013, AEW and its affiliates had
approximately $51.3 billion in assets under management.



PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio is the responsibility of Matthew A.
Troxell, CFA (portfolio manager of the portfolio since 2004). Mr. Troxell is a
managing director and senior portfolio manager at AEW with responsibility for
construction and management of all the firm's publicly traded real estate
equities portfolios. He has been employed at AEW as part of the REIT group
since 1994 and has over 30 years of experience in investment analysis and
portfolio management. Mr. Troxell is supported by three portfolio managers: J.
Hall Jones, Jr., CFA, director of AEW (co-portfolio manager of the portfolio
since 2012); Roman Ranocha, CFA, director of AEW (co-portfolio manager of the
portfolio since 2012); and John A. Garofalo, CFA, director of AEW (co-portfolio
manager of the portfolio since 2014). Prior to joining AEW in March 2014, Mr.
Garofalo was a portfolio manager and chief investment officer at Merestone
Capital Management.

The portfolio's 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
the portfolio.



MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.80% of the portfolio's average daily net assets up to $500 million
and 0.75% of the portfolio's average daily net assets over $500 million. The
fee is normally accrued daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 80% of the
portfolio's average daily net assets.


Pioneer, and not the portfolio, pays a portion of the fee it receives from the
portfolio to AEW as compensation for AEW's subadvisory services to the
portfolio.


                                       16
<PAGE>


A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.

A discussion regarding the basis for the Board of Trustees' approval of the
subadvisory contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


DISTRIBUTION PLAN
The portfolio has adopted a distribution plan for Class II shares in accordance
with Rule 12b-1 under the Investment Company Act of 1940. Under the plan, the
portfolio pays to Pioneer Funds Distributor, Inc. a distribution fee of 0.25%
of the average daily net assets attributable to Class II shares. Because these
fees are an ongoing expense, over time they increase the cost of an investment
and the shares may cost more than shares that are subject to other types of
sales charges.


                                       17
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated. The portfolio's most recent
net asset value is available on the portfolio's website,
www.pioneerinvestments.com.


The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
using a variety of techniques and methods.

The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.

The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily available or may be unreliable - the portfolio may
use fair value methods more frequently than funds that


                                       18
<PAGE>

primarily invest in securities that are more widely traded. Valuing securities
using fair value methods may cause the net asset value of the portfolio's
shares to differ from the net asset value that would be calculated only using
market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       19
<PAGE>

Shareholder information

ADDITIONAL PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       20
<PAGE>

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       21
<PAGE>

Shareholder information

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       22
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       23
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER REAL ESTATE SHARES VCT PORTFOLIO


CLASS II



<TABLE>
<CAPTION>
                                                              YEAR          YEAR         YEAR        YEAR         YEAR
                                                              ENDED         ENDED        ENDED       ENDED       ENDED
                                                            12/31/13      12/31/12     12/31/11    12/31/10     12/31/09
                                                          ------------  ------------  ----------  ----------  -----------
<S>                                                       <C>           <C>           <C>         <C>         <C>
Net asset value, beginning of period                        $  19.93      $  17.54     $ 16.35     $ 13.03      $ 10.38
                                                            --------      --------     -------     -------      -------
Increase (decrease) from investment operations:
 Net investment income                                      $   0.22      $   0.21     $  0.40     $  0.19      $  0.33
 Net realized and unrealized gain (loss) on investments         0.07          2.60        1.18        3.49         2.78
                                                            --------      --------     -------     -------      -------
  Net increase (decrease) from investment operations        $   0.29      $   2.81     $  1.58     $  3.68      $  3.11
Distributions to shareowners:
 Net investment income                                      $  (0.22)     $  (0.21)    $ (0.39)    $ (0.36)     $ (0.33)
 Net realized gain                                             (1.21)        (0.21)          -           -            -
                                                            --------      --------     -------     -------      -------
Tax return of capital                                              -             -           -           -        (0.13)
Total distributions                                         $  (1.43)     $  (0.42)    $ (0.39)    $ (0.36)     $ (0.46)
                                                            --------      --------     -------     -------      -------
Net increase (decrease) in net asset value                  $  (1.14)     $   2.39     $  1.19     $  3.32      $  2.65
                                                            --------      --------     -------     -------      -------
Net asset value, end of period                              $  18.79      $  19.93     $ 17.54     $ 16.35      $ 13.03
                                                            --------      --------     -------     -------      -------
Total return*                                                   1.54%        16.09%       9.76%      28.53%       31.56%
Ratio of net expenses to average net assets                     1.27%         1.26%       1.28%       1.27%        1.33%
Ratio of net investment income to average net assets            1.12%         2.16%       2.24%       1.45%        3.21%
Portfolio turnover rate                                           13%            5%         10%         11%          30%
Net assets, end of period (in thousands)                    $ 32,663      $ 35,500     $35,435     $38,057      $39,638
</TABLE>



*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.
Note: The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, separate account charges, and sales
    charges.



                                       24
<PAGE>



                                     Notes

                                       25
<PAGE>

Pioneer Variable Contracts Trust
PIONEER REAL ESTATE SHARES VCT PORTFOLIO
CLASS II SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   19098-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>


<PAGE>

PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO
--------------------------------------------------------------------------------

A portfolio of Pioneer Variable Contracts Trust







                                                         Class I Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objective
and strategies.........................................  7
More on the risks of investing in the portfolio........ 10
Management............................................. 16
Pricing of shares...................................... 18
Shareholder information................................ 20
Distributions and taxes................................ 23
Financial highlights................................... 24
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVE

Long-term capital growth.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)   CLASS I
----------------------------------------------------------------------------------- --------
<S>                                                                                 <C>
Management Fees                                                                       0.74%
-----------------------------------------------------------------------------------    ----
Distribution and Service (12b-1) Fees                                                 0.00%
-----------------------------------------------------------------------------------    ----
Other Expenses                                                                        0.10%
-----------------------------------------------------------------------------------    ----
Total Annual Portfolio Operating Expenses                                             0.84%
-----------------------------------------------------------------------------------    ----
</TABLE>



EXAMPLE

This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same. This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
            NUMBER OF YEARS YOU OWN YOUR
                       SHARES
            (WITH OR WITHOUT REDEMPTION)
          --------------------------------
             1      3       5        10
          ------ ------- ------- ---------
<S>       <C>    <C>     <C>     <C>
Class I   $86    $268    $466    $1,037
--------- ---    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 162% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its net assets (plus the amount
of borrowings, if any, for investment purposes) in equity securities of
mid-size companies. Mid-size 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 Midcap Growth Index ($29.14 billion
as of December 31, 2013) or the 3-year rolling average of the market
capitalization of the largest company within the Russell Midcap Growth Index
($24.85 billion as of December 31, 2013) as measured at the end of the
preceding month, and are not less than the smallest company within the index.
The Russell Midcap Growth Index measures the performance of U.S. mid-cap growth
stocks. The size of the companies in the index changes constantly as a result
of market conditions and the composition of the index. The portfolio's
investments will not be confined to securities issued by companies included in
the index. For purposes of the portfolio's investment policies, equity
securities include common stocks and other equity instruments, such as
exchange-traded funds (ETFs) that invest primarily in equity securities,
depositary receipts, warrants, rights, equity interests in real estate
investment trusts (REITs) and preferred stocks. The portfolio may invest in
initial public offerings of equity securities.



                                       1
<PAGE>

Portfolio summary

The portfolio may invest up to 20% of its total assets in debt securities. The
portfolio may invest up to 5% of its net assets in below investment grade debt
securities (known as "junk bonds"), including below investment grade
convertible debt securities, issued by both U.S. and non-U.S. issuers, and
securities in default.

The portfolio may invest up to 20% of its net assets in REITs.

The portfolio may invest up to 20% of its total assets in equity and debt
securities of non-U.S. issuers. The portfolio will not invest more than 5% of
its total assets in the securities of emerging markets issuers.


The portfolio may, but is not required to, use derivatives, such as stock index
futures and options. The portfolio may use derivatives for a variety of
purposes, including: in an attempt to hedge against adverse changes in the
market prices of securities, interest rates or currency exchange rates; as a
substitute for purchasing or selling securities; to attempt to increase the
portfolio's return as a non-hedging strategy that may be considered
speculative; and to manage portfolio characteristics. The portfolio may choose
not to make use of derivatives for a variety of reasons, and any use may be
limited by applicable law and regulations. The portfolio also may hold cash or
other short-term instruments.


The portfolio uses a "growth" style of management and seeks to invest in
companies with above average potential for earnings and revenue growth that are
also trading at attractive market valuations. To select growth stocks the
portfolio's investment adviser employs quantitative analysis, fundamental
research and an evaluation of the issuer based on its financial statements and
operations. The adviser relies on the knowledge, experience and judgment of its
staff and the staff of its affiliates who have access to a wide variety of
research. The adviser focuses on the quality and price of individual issuers
and economic sector analysis, not on market-timing strategies.

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


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The stock market may perform
poorly relative to other investments (this risk may be greater in the short
term). High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities worldwide. Governmental and non-governmental issuers have
defaulted on, or been forced to restructure, their debts, and many other
issuers have faced difficulties obtaining credit. These market conditions may
continue, worsen or spread, including in the U.S., Europe and beyond. Further
defaults or restructurings by governments and others of their debt could have
additional adverse effects on economies, financial markets and asset valuations
around the world. In response to the crisis, the U.S. and other governments and
the Federal Reserve and certain foreign central banks have taken steps to
support financial markets, including by keeping interest rates at historically
low levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the



                                       2
<PAGE>


portfolio's investments may be negatively affected. In addition, policy and
legislative changes in the U.S. and in other countries are affecting many
aspects of financial regulation. The impact of these changes on the markets,
and the practical implications for market participants, may not be fully known
for some time. The portfolio may experience a substantial or complete loss on
any individual security or derivative position.


MID-SIZE COMPANIES RISK. Compared to large companies, mid-size companies, and
the market for their equity securities, may be more sensitive to changes in
earnings results and investor expectations, have more limited product lines and
capital resources, experience sharper swings in market values, be harder to
sell at the times and prices the adviser thinks appropriate, and offer greater
potential for gain and loss.

GROWTH STYLE RISK. The portfolio's investments may not have the growth
potential originally expected. Growth stocks may fall out of favor with
investors and underperform the overall equity market.

PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.

DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.


RISKS OF INVESTMENTS IN REITS. Investments in real estate securities are
affected by economic conditions, interest rates, governmental actions and other
factors. In addition, 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. REITs may have lower trading volumes and may
be subject to more abrupt or erratic price movements than the overall
securities markets. Mortgage REITs are particularly subject to interest rate
and credit risks. In addition to its own expenses, the portfolio will
indirectly bear its proportionate share of any management and other expenses
paid by REITs in which it invests. Many real estate companies, including REITs,
utilize leverage.

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.

RISKS OF CONVERTIBLE SECURITIES. The market values of convertible securities
tend to decline as interest rates increase and, conversely, to increase as
interest rates decline. A downturn in equity markets may cause the price of
convertible securities to decrease relative to other fixed income securities.


                                       3
<PAGE>


Portfolio summary

RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF WARRANTS AND RIGHTS. If the price of the underlying stock does not
rise above the exercise price before the warrant expires, the warrant generally
expires without any value and the portfolio loses any amount it paid for the
warrant. The failure to exercise subscription rights to purchase common shares
would result in the dilution of the portfolio's interest in the issuing
company.

DERIVATIVES RISK. Using stock index futures and options and other derivatives
can increase portfolio losses and reduce opportunities for gains when market
prices, interest rates or the derivative instruments themselves behave in a way
not anticipated by the portfolio. Using derivatives may increase the volatility
of the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.

PORTFOLIO TURNOVER RISK. If the portfolio does a lot of trading, it may incur
additional operating expenses, which would reduce performance, and could cause
shareowners to incur a higher level of taxable income or capital gains.


                                       4
<PAGE>

EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


THE PORTFOLIO'S PAST PERFORMANCE

The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class I shares from
calendar year to calendar year. The table shows the average annual total
returns for Class I shares of the portfolio over time and compares these
returns to the returns of the Russell Midcap Growth Index, a broad-based
measure of market performance that has characteristics relevant to the
portfolio's investment strategies.


The portfolio acquired all of the assets and those liabilities reflected in the
net asset value of the Safeco RST Growth Opportunities Portfolio (the
predecessor portfolio) on December 10, 2004. The performance of Class I shares
of the portfolio reflects the performance of the predecessor portfolio prior to
the reorganization. Prior to August 2, 2004, Safeco Asset Management, Inc.
served as the predecessor portfolio's investment adviser.


The portfolio's name, investment objective and principal investment strategies
have changed effective May 1, 2013. Prior to May 1, 2013, the portfolio focused
mainly on small cap growth stocks. Certain performance information shown below
reflects the performance of the portfolio prior to these changes.


The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.


ANNUAL RETURN CLASS I SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04       '05    '06    '07     '08      '09     '10     '11     '12    '13
<S>       <C>    <C>    <C>     <C>      <C>     <C>     <C>     <C>    <C>
  22.32   6.69   5.60   -3.86   -35.49   44.56   20.22   -2.26   7.02   42.46
</TABLE>






For the period covered by the bar chart:

THE HIGHEST CALENDAR QUARTERLY RETURN WAS 30.23% (04/01/2009 TO 06/30/2009).

THE LOWEST CALENDAR QUARTERLY RETURN WAS -21.43% (07/01/2011 TO 09/30/2011).

                                       5
<PAGE>

Portfolio summary

AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                                                      SINCE
                                                                                                                  INCEPTION
                                                                                    1 YEAR   5 YEARS   10 YEARS  (1/7/1993)
                                                                                  -------- --------- ---------- -----------
<S>                                                                               <C>      <C>       <C>        <C>
Class I                                                                            42.46     20.96       8.27      11.45
---------------------------------------------------------------------------------  -----     -----       ----      -----
Russell Midcap Growth Index (reflects no deduction for fees, expenses or taxes)    35.74     23.37       9.77       9.64
---------------------------------------------------------------------------------  -----     -----       ----      -----
</TABLE>


MANAGEMENT



<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   Ken Winston, vice president of Pioneer (portfolio manager of the portfolio since
                       2013); Shaji John, vice president of Pioneer (portfolio manager of the portfolio
                       since 2013) and Jon Stephenson, vice president of Pioneer (portfolio manager
                       of the portfolio since 2013)
</TABLE>


TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       6
<PAGE>

More on the portfolio's investment objective
and strategies


INVESTMENT OBJECTIVE
Long-term capital growth.

The portfolio's investment objective may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objective.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its net assets (plus the amount
of borrowings, if any, for investment purposes) in equity securities of
mid-size companies. Mid-size 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 Midcap Growth Index ($29.14 billion
as of December 31, 2013) or the 3-year rolling average of the market
capitalization of the largest company within the Russell Midcap Growth Index
($24.85 billion as of December 31, 2013) as measured at the end of the
preceding month, and are not less than the smallest company within the index.
The Russell Midcap Growth Index measures the performance of U.S. mid-cap growth
stocks. The size of the companies in the index changes constantly as a result
of market conditions and the composition of the index. The portfolio's
investments will not be confined to securities issued by companies included in
the index. For purposes of the portfolio's investment policies, equity
securities include common stocks and other equity instruments, such as
exchange-traded funds (ETFs) that invest primarily in equity securities,
depositary receipts, warrants, rights, equity interests in real estate
investment trusts (REITs) and preferred stocks. The portfolio may consider an
ETF as a mid-size company for purposes of satisfying the portfolio's 80% policy
if the ETF invests at least 80% of its net assets in the equity securities of
mid-size companies. The portfolio may invest in initial public offerings of
equity securities.


The portfolio will provide notice to shareholders at least 60 days prior to any
change to its policy to invest at least 80% of its assets in equity securities
of mid-size companies.


The portfolio may invest in securities of issuers in any industry or market
sector. The portfolio may invest up to 20% of its total assets in debt
securities. The portfolio may invest up to 5% of its net assets in below
investment grade debt securities (known as "junk bonds"), including below
investment grade convertible debt securities, issued by both U.S. and non-U.S.
issuers, and securities in default. The portfolio invests in debt securities
when Pioneer Investment Management, Inc., (Pioneer) the portfolio's investment
adviser, believes they are consistent with the portfolio's investment objective
of capital growth, to diversify the portfolio's portfolio or for greater
liquidity


The portfolio may invest up to 20% of its net assets in REITs.

The portfolio may invest up to 20% of its total assets in equity and debt
securities of non-U.S. issuers. The portfolio will not invest more than 5% of
its total assets in the securities of emerging markets issuers. The portfolio
does not count securities of Canadian issuers against the limit on investment
in securities of non-U.S. issuers.

The portfolio uses a "growth" style of management and seeks to invest in
companies with above average potential for earnings and revenue growth that are
also trading at attractive market valuations. To select growth stocks, Pioneer
employs quantitative analysis, fundamental research and an evaluation of the
issuer based on its financial statements and operations. Pioneer relies on the
knowledge, experience and judgment of its staff and the staff of its affiliates
who have access to a wide variety of research. Pioneer focuses on the quality
and price of individual issuers and economic sector analysis, not on
market-timing strategies. Factors Pioneer looks for in selecting investments
include:
oMarket leadership in a company's primary products and services
oCompanies expected to benefit from long-term trends in the economy and society


                                       7
<PAGE>

More on the portfolio's investment objective
and strategies

oLow market valuations relative to earnings forecast, book value, cash flow and
  sales compared to historic standards
oIncreasing earnings forecast

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


DEBT SECURITIES
The portfolio may invest in debt securities of U.S. and non-U.S. issuers.
Generally the portfolio may acquire debt securities that are investment grade,
but the portfolio may invest in below investment grade debt securities (known
as "junk bonds"), including below investment grade convertible debt securities.
A debt security is investment grade if it is rated in one of the top four
categories by a nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the adviser.

The portfolio may invest in debt securities rated "D" or better, or comparable
unrated securities. Debt securities rated "D" are in default.


INVESTMENTS IN REITS
REITs are companies that invest primarily in income producing real estate or
real estate related loans or interests. Some REITs invest directly in real
estate and derive their income from the collection of rents and capital gains
on the sale of properties. Other REITs invest primarily in mortgages, including
"sub-prime" mortgages, secured by real estate and derive their income from
collection of interest.


NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers emerging
market issuers to include issuers organized under the laws of an emerging
market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets, and emerging market governmental
issuers.


DERIVATIVES
The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. A derivative is a security or
instrument whose value is determined by reference to the value or the change in
value of one or more securities, currencies, indices or other financial
instruments. The portfolio may use derivatives for a variety of purposes,
including:

oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative
oTo manage portfolio characteristics (for example, exposure to various market
  segments)

The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.


CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objective. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the adviser believes


                                       8
<PAGE>

securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       9
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. The stock market may perform poorly relative to other investments
(this risk may be greater in the short term). High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities; in particular, the
values of some sovereign debt and of securities of issuers that invest in
sovereign debt and related investments have fallen, credit has become more
scarce worldwide and there has been significant uncertainty in the markets.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts; and many other issuers have faced difficulties
refinancing existing obligations. These market conditions may continue, worsen
or spread, including in the U.S., Europe and beyond. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that such efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. This environment could make identifying investment risks and
opportunities especially difficult for the adviser, and whether or not the
portfolio invests in securities of issuers located in or with significant
exposure to countries experiencing economic and financial difficulties, the
value and liquidity of the portfolio's investments may be negatively affected.
In addition, policy and legislative changes in the U.S. and in other countries
are affecting many aspects of financial regulation. The impact of these changes
on the markets, and the practical implications for market participants, may not
be fully known for some time. The portfolio may experience a substantial or
complete loss on any individual security or derivative position. Particularly
during periods of declining or illiquid markets, the portfolio may experience
periods of heavy redemptions that could cause the portfolio to liquidate its
assets at inopportune times or at a loss or depressed value, and could cause
the remaining shareholders in the portfolio to lose money. Such redemption risk
is greater to the extent that the portfolio has investors with large
shareholdings, short investment horizons or unpredictable cash flow needs.

MID-SIZE COMPANIES RISK. Compared to large companies, mid-size companies, and
the market for their equity securities, may be more sensitive to changes in
earnings results and investor expectations, have more limited product lines and
capital resources, experience sharper swings in market values, be harder to
sell at the times and prices the adviser thinks appropriate, and offer greater
potential for gain and loss.


GROWTH STYLE RISK. The portfolio's investments may not have the growth
potential originally expected. Growth stocks may fall out of favor with
investors and underperform the overall equity market.

PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.

DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less


                                       10
<PAGE>

creditworthy or the credit quality or value of any underlying assets declines.
Junk bonds involve greater risk of loss, are subject to greater price
volatility and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities; they may also be
more difficult to value. Junk bonds have a higher risk of default or are
already in default and are considered speculative.

RISKS OF INVESTMENTS IN REITS. The portfolio has risks associated with the real
estate industry. Although the portfolio does not invest directly in real
estate, it may invest in REITs and other equity securities of real estate
industry issuers. These risks may include:
oThe U.S. or a local real estate market declines due to adverse economic
  conditions, foreclosures, overbuilding and high vacancy rates, reduced or
  regulated rents or other causes
oInterest rates go up. Rising interest rates can adversely affect the
  availability and cost of financing for property acquisitions and other
  purposes and reduce the value of a REIT's fixed income investments
oThe values of properties owned by a REIT or the prospects of other real estate
  industry issuers may be hurt by property tax increases, zoning changes,
  other governmental actions, environmental liabilities, natural disasters or
  increased operating expenses
oA REIT in the portfolio's portfolio is, or is perceived by the market to be,
  poorly managed

oIf the portfolio's real estate related investments are concentrated in one
  geographic area or property type, the portfolio will be particularly subject
  to the risks associated with that area or property type

REITs can generally be classified as equity REITs, mortgage REITs or hybrid
REITs. Equity REITs invest primarily in real property and derive income mainly
from the collection of rents. They may also realize gains or losses from the
sale of properties. Equity REITs will be affected by conditions in the real
estate rental market and by changes in the value of the properties they own.
Mortgage REITs invest primarily in mortgages and similar real estate interests
and derive income primarily from interest payments. Mortgage REITs will be
affected by changes in creditworthiness of borrowers and changes in interest
rates. Mortgage REITs are subject to the risks of default of the mortgages or
mortgage-related securities in which they invest, and REITs that invest in
so-called "sub-prime" mortgages are particularly subject to this risk. Hybrid
REITs invest both in real property and in mortgages.

Investing in REITs involves certain unique risks. REITs are dependent on
management skills, are not diversified and are subject to the risks of
financing projects. REITs are typically invested in a limited number of
projects or in a particular market segment or geographic region, and therefore
are more susceptible to adverse developments affecting a single project, market
segment or geographic region than more broadly diversified investments. REITs
are subject to heavy cash flow dependency, defaults by mortgagors or other
borrowers and tenants, self-liquidation and the possibility of failing to
qualify for certain tax and regulatory exemptions. REITs may have limited
financial resources and may experience sharper swings in market values and
trade less frequently and in a more limited volume than securities of larger
issuers. In addition to its own expenses, the portfolio will indirectly bear
its proportionate share of any management and other expenses paid by REITs in
which it invests. Such expenses are not shown in "Annual fund operating
expenses" above.

Many real estate companies, including REITs, utilize leverage (and some may be
highly leveraged), which increases investment risk and could adversely affect a
real estate company's operations and market value. Mortgage REITs tend to be
more leveraged than equity REITs. In addition, many mortgage REITs manage their
interest rate and credit risks through the use of derivatives and other hedging
techniques. In addition, capital to pay or refinance a REIT's debt may not be
available or reasonably priced. Financial covenants related to real estate
company leveraging may affect the company's ability to operate effectively.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:


                                       11
<PAGE>

More on the risks of investing in the portfolio

oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable
oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
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 generally 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.

Industries in the consumer discretionary segment, such as consumer durables,
hotels, restaurants, media, retailing and automobiles, may be significantly
affected by the performance of the overall economy, interest rates,
competition, consumer confidence and spending, and changes in demographics and
consumer tastes.

Industries in the industrials segment, such as companies engaged in the
production, distribution or service of products or equipment for manufacturing,
agriculture, forestry, mining and construction, can be significantly affected
by general economic trends, including such factors as employment and economic
growth, interest rate changes, changes in consumer spending, legislative and
governmental regulation and spending, import controls, commodity prices, and
worldwide competition.

Industries in the health care segment, such as health care supplies, health
care services, biotechnology and pharmaceuticals, may be significantly affected
by government regulation and reimbursement rates, approval of products by
government agencies, and patent expirations and litigation.


                                       12
<PAGE>


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

RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs. Because of the price volatility of IPO shares, the portfolio
may choose to hold IPO shares for a very short period of time. This may
increase the turnover of the portfolio and may lead to increased expenses to
the portfolio, such as commissions and transaction costs. The market for IPO
shares can be speculative and/or inactive for extended periods of time. There
may be only a limited number of shares available for trading. The limited
number of shares available for trading in some IPOs may also make it more
difficult for the portfolio to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses. ETFs are bought
and sold based on market prices and can trade at a premium or a discount to the
ETF's net asset value.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF WARRANTS AND RIGHTS. Warrants and rights gives the portfolio the right
to buy stock. A warrant specifies the amount of underlying stock, the purchase
(or "exercise") price, and the date the warrant expires. The portfolio has no
obligation to exercise the warrant and buy the stock. A warrant has value only
if the portfolio is able to exercise it or sell it before it expires. If the
price of the underlying stock does not rise above the exercise price before the
warrant expires, the warrant generally expires without any value and the
portfolio loses any amount it paid for the warrant. Thus, investments in
warrants may involve substantially more risk than investments in common stock.
Warrants may trade in the same markets as their underlying stock; however, the
price of the warrant does not necessarily move with the price of the underlying
stock.

The portfolio may purchase securities pursuant to the exercise of subscription
rights, which allow an issuer's existing shareholders to purchase additional
common stock at a price substantially below the market price of the shares. The
failure to exercise subscription rights to purchase common stock would result
in the dilution of the portfolio's interest in the issuing company. The market
for such rights is not well developed and, accordingly, the portfolio may not
always realize full value on the sale of rights.



                                       13
<PAGE>


More on the risks of investing in the portfolio

DERIVATIVES RISK. Using stock index futures and options and other derivatives
exposes the portfolio to additional risks, may increase the volatility of the
portfolio's net asset value and may not provide the expected result.
Derivatives may have a leveraging effect on the portfolio, and they can
disproportionately increase losses and reduce opportunities for gain when
market prices, interest rates or currencies, or the derivative instruments
themselves, behave in a way not anticipated by the portfolio, especially in
abnormal market conditions. Some derivatives have the potential for unlimited
loss, regardless of the size of the portfolio's initial investment. If changes
in a derivative's value do not correspond to changes in the value of the
portfolio's other investments or do not correlate well with the underlying
assets, rate or index, the portfolio may not fully benefit from, or could lose
money on, or could experience unusually high expenses as a result of, the
derivative position. Derivatives involve the risk of loss if the counterparty
defaults on its obligation or if the clearing firm through which the derivative
has been traded becomes insolvent. Certain derivatives may be less liquid,
which may reduce the returns of the portfolio if it cannot sell or terminate
the derivative at an advantageous time or price. The portfolio also may have to
sell assets at inopportune times to satisfy its obligations. The portfolio may
be unable to terminate or sell its derivative positions. In fact, many
over-the-counter derivative instruments will not have liquidity beyond the
counterparty to the instrument. Some derivatives may involve the risk of
improper valuation. The portfolio's use of derivatives may also increase the
amount of taxes payable by shareholders. Suitable derivatives may not be
available in all circumstances or at reasonable prices and may not be used by
the portfolio for a variety of reasons. Risks associated with the use of
derivatives are magnified to the extent that a large portion of the portfolio's
assets are committed to derivatives in general or are invested in just one or a
few types of derivatives. New regulations are changing the derivatives markets.
The regulations may make using derivatives more costly, may limit their
availability, or may otherwise adversely affect their value or performance. For
derivatives that are required to be traded through a clearinghouse or exchange,
the portfolio also will be exposed to the credit risk of the clearinghouse and
the broker that submits trades for the portfolio. It is possible that certain
derivatives that are required to be cleared, such as certain swap contracts,
will not be accepted for clearing. In addition, regulated trading facilities
for swap contracts are relatively new; they may not function as intended, which
could impair the ability to enter into swap contracts. The extent and impact of
the regulations are not yet fully known and may not be for some time. The
portfolio's ability to use certain derivative instruments currently is limited
by Commodity Futures Trading Commission rules.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.

PORTFOLIO TURNOVER RISK. If the portfolio does a lot of trading, it may incur
additional operating expenses, which would reduce performance. A higher level
of portfolio turnover may also cause taxable shareholders to incur a higher
level of taxable income or capital gains.


VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on days when
the portfolio is holding fair-valued securities may receive fewer or more
shares or lower or higher redemption proceeds than they would have received if
the portfolio had not fair-valued the security or had used a different
valuation methodology. The value of foreign securities, certain fixed income
securities and currencies, as applicable, may be materially affected by events
after the close of the market on which they are valued, but before the
portfolio determines its net asset value.



                                       14
<PAGE>


CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objective.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       15
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, selects the portfolio's
investments and oversees the portfolio's operations.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio is the responsibility of Ken Winston,
Shaji John and Jon Stephenson. The portfolio managers are supported by the
domestic equity team. Members of this team manage other Pioneer funds investing
primarily in U.S. equity securities. The portfolio managers and the team also
may draw upon the research and investment management expertise of the global
research teams, which provide fundamental and quantitative research on
companies and include members from one or more of Pioneer's affiliates. Mr.
Winston, a vice president, joined Pioneer in 2007 from Hartford Investment
Management Company where he was senior vice president with portfolio management
and analyst responsibilities for small and mid cap growth portfolios. From 2000
to 2006 he worked at Lee Munder Capital Group as partner and portfolio manager
for small and mid cap growth portfolios. Mr. Winston has served as portfolio
manager of the portfolio since 2013. Mr. John, a vice president, joined Pioneer
in 2011 from JT Venture Partners, LLC where he was managing general partner
from 2000 to 2011. Mr. John has served as portfolio manager of the portfolio
since 2013. Mr. Stephenson, a vice president, joined Pioneer in 2011 from
Summer Street Research where he was a Director of Research and Senior
Biopharmaceuticals Analyst from 2008 to 2011. Mr. Stephenson has served as
portfolio manager of the portfolio since 2013.

The portfolio's 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
the portfolio.



MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.74% of the portfolio's average daily net assets. The fee is normally
accrued daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.74% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



                                       16
<PAGE>

DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


                                       17
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated. The portfolio's most recent
net asset value is available on the portfolio's website,
www.pioneerinvestments.com.


The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
using a variety of techniques and methods.

The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.

The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily available or may be unreliable - the portfolio may
use fair value methods more frequently than funds that


                                       18
<PAGE>

primarily invest in securities that are more widely traded. Valuing securities
using fair value methods may cause the net asset value of the portfolio's
shares to differ from the net asset value that would be calculated only using
market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       19
<PAGE>

Shareholder information

PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       20
<PAGE>

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       21
<PAGE>

Shareholder information

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       22
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       23
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO


CLASS I



<TABLE>
<CAPTION>
                                                                                  YEAR           YEAR
                                                                                 ENDED           ENDED
CLASS I                                                                         12/31/13       12/31/12
---------------------------------------------------------------------------- ------------- ----------------
<S>                                                                          <C>           <C>
Net asset value, beginning of period                                            $ 24.07        $ 22.49
                                                                                -------        --------
Increase (decrease) from investment operations:
 Net investment loss                                                            $ (0.11)       $ (0.09)
 Net realized and unrealized gain (loss) on investments                           10.05           1.67
                                                                                -------        --------
  Net increase (decrease) from investment operations                            $  9.94        $  1.58
Distributions to shareowners:
 Net realized gain                                                                (1.23)             -
                                                                                -------        --------
Net increase (decrease) in net asset value                                      $  8.71        $  1.58
                                                                                -------        --------
Net asset value, end of period                                                  $ 32.78        $ 24.07
                                                                                -------        --------
Total return*                                                                     42.46%          7.02%(b)
Ratio of total expenses to average net assets                                      0.84%          0.85%
Ratio of net investment loss to average net assets                                (0.36)%        (0.34)%
Portfolio turnover rate                                                             162%           135%
Net assets, end of period (in thousands)                                        $135,657       $110,170
Ratios with no waiver of fees and assumption of expenses by the Adviser and
 no reduction for fees paid indirectly:
Total expenses                                                                     0.84%          0.87%
 Net investment loss                                                              (0.36)%        (0.36)%



<CAPTION>
                                                                                    YEAR             YEAR          YEAR
                                                                                    ENDED           ENDED         ENDED
CLASS I                                                                           12/31/11         12/31/10      12/31/09
---------------------------------------------------------------------------- ------------------ ------------- -------------
<S>                                                                          <C>                <C>           <C>
Net asset value, beginning of period                                            $    23.01         $ 19.14       $ 13.24
                                                                                ----------         -------       -------
Increase (decrease) from investment operations:
 Net investment loss                                                            $    (0.13)        $ (0.09)      $ (0.03)
 Net realized and unrealized gain (loss) on investments                              (0.39)           3.96          5.93
                                                                                ----------         -------       -------
  Net increase (decrease) from investment operations                            $    (0.52)        $  3.87       $  5.90
Distributions to shareowners:
 Net realized gain                                                                       -               -             -
                                                                                ----------         -------       -------
Net increase (decrease) in net asset value                                      $    (0.52)        $  3.87       $  5.90
                                                                                ----------         -------       -------
Net asset value, end of period                                                  $    22.49         $ 23.01       $ 19.14
                                                                                ----------         -------       -------
Total return*                                                                        (2.26)%(a)      20.22%        44.56%
Ratio of total expenses to average net assets                                         0.84%           0.85%         0.85%
Ratio of net investment loss to average net assets                                   (0.54)%         (0.44)%       (0.15)%
Portfolio turnover rate                                                                111%            119%          134%
Net assets, end of period (in thousands)                                        $  121,377         $141,034      $134,090
Ratios with no waiver of fees and assumption of expenses by the Adviser and
 no reduction for fees paid indirectly:
Total expenses                                                                        0.84%           0.87%         0.88%
 Net investment loss                                                                 (0.54)%         (0.46)%       (0.18)%
</TABLE>



*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.
(a)        If the Portfolio had not recognized gains in settlement of class
           action lawsuits during the year ended December 31, 2011, the total
           return would have been (2.31)%.
(b)        If the Portfolio had not recognized gains in settlement of class
           action lawsuits during the year ended December 31, 2012, the total
           return would have been 6.96%.

NOTE: The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, separate account charges, and sales
    charges.


                                       24
<PAGE>

                                     Notes

                                       25
<PAGE>

Pioneer Variable Contracts Trust
PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO
CLASS I SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   19087-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>


<PAGE>

PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO
--------------------------------------------------------------------------------

A portfolio of Pioneer Variable Contracts Trust







                                                         Class II Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objective
and strategies.........................................  8
More on the risks of investing in the portfolio........ 11
Management............................................. 17
Pricing of shares...................................... 19
Shareholder information................................ 21
Distributions and taxes................................ 24
Financial highlights................................... 25
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVE

Long-term capital growth.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)   CLASS II
----------------------------------------------------------------------------------- ---------
<S>                                                                                 <C>
Management Fees                                                                        0.74%
-----------------------------------------------------------------------------------     ----
Distribution and Service (12b-1) Fees                                                  0.25%
-----------------------------------------------------------------------------------     ----
Other Expenses/1/                                                                      0.10%
-----------------------------------------------------------------------------------     ----
Total Annual Portfolio Operating Expenses                                              1.09%
-----------------------------------------------------------------------------------     ----
</TABLE>



1 Other Expenses are based on estimated amounts for the current fiscal year.



EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same. This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
             NUMBER OF YEARS YOU OWN YOUR
                        SHARES
             (WITH OR WITHOUT REDEMPTION)
           ---------------------------------
              1       3       5        10
           ------- ------- ------- ---------
<S>        <C>     <C>     <C>     <C>
Class II   $111    $347    $601    $1,329
---------- ----    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 162% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its net assets (plus the amount
of borrowings, if any, for investment purposes) in equity securities of
mid-size companies. Mid-size 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 Midcap Growth Index ($29.14 billion
as of December 31, 2013) or the 3-year rolling average of the market
capitalization of the largest company within the Russell Midcap Growth Index
($24.85 billion as of December 31, 2013) as measured at the end of the
preceding month, and are not less than the smallest company within the index.
The Russell Midcap Growth Index measures the performance of U.S. mid-cap growth
stocks. The size of the companies in the index changes constantly as a result
of market conditions and the composition of the index. The portfolio's
investments will not be confined to securities issued by companies included in
the index. For purposes of the portfolio's investment policies, equity
securities



                                       1
<PAGE>


Portfolio summary

include common stocks and other equity instruments, such as exchange-traded
funds (ETFs) that invest primarily in equity securities, depositary receipts,
warrants, rights, equity interests in real estate investment trusts (REITs) and
preferred stocks. The portfolio may invest in initial public offerings of
equity securities.


The portfolio may invest up to 20% of its total assets in debt securities. The
portfolio may invest up to 5% of its net assets in below investment grade debt
securities (known as "junk bonds"), including below investment grade
convertible debt securities, issued by both U.S. and non-U.S. issuers, and
securities in default.

The portfolio may invest up to 20% of its net assets in REITs.

The portfolio may invest up to 20% of its total assets in equity and debt
securities of non-U.S. issuers. The portfolio will not invest more than 5% of
its total assets in the securities of emerging markets issuers.


The portfolio may, but is not required to, use derivatives, such as stock index
futures and options. The portfolio may use derivatives for a variety of
purposes, including: in an attempt to hedge against adverse changes in the
market prices of securities, interest rates or currency exchange rates; as a
substitute for purchasing or selling securities; to attempt to increase the
portfolio's return as a non-hedging strategy that may be considered
speculative; and to manage portfolio characteristics. The portfolio may choose
not to make use of derivatives for a variety of reasons, and any use may be
limited by applicable law and regulations. The portfolio also may hold cash or
other short-term instruments.


The portfolio uses a "growth" style of management and seeks to invest in
companies with above average potential for earnings and revenue growth that are
also trading at attractive market valuations. To select growth stocks the
portfolio's investment adviser employs quantitative analysis, fundamental
research and an evaluation of the issuer based on its financial statements and
operations. The adviser relies on the knowledge, experience and judgment of its
staff and the staff of its affiliates who have access to a wide variety of
research. The adviser focuses on the quality and price of individual issuers
and economic sector analysis, not on market-timing strategies.

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


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities of issuers worldwide.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts, and many other issuers have faced difficulties
obtaining credit. These market conditions may continue, worsen or spread,
including in the U.S., Europe and beyond. Further defaults or restructurings by
governments and others of their debt could have additional adverse effects on
economies, financial markets and asset valuations around the world. In response
to the crisis, the U.S. and other governments and the Federal Reserve and
certain foreign central banks have taken steps to support financial markets,
including by keeping interest rates at historically low levels. More recently,
the Federal Reserve has reduced its market support activities. Further
reduction or withdrawal of this support, failure of efforts in response to the
crisis, or investor perception that these efforts are not succeeding could



                                       2
<PAGE>


negatively affect financial markets generally as well as increase market
volatility and reduce the value and liquidity of certain securities. Whether or
not the portfolio invests in securities of issuers located in or with
significant exposure to countries experiencing economic and financial
difficulties, the value and liquidity of the portfolio's investments may be
negatively affected. In addition, policy and legislative changes in the U.S.
and in other countries are affecting many aspects of financial regulation. The
impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.


MID-SIZE COMPANIES RISK. Compared to large companies, mid-size companies, and
the market for their equity securities, may be more sensitive to changes in
earnings results and investor expectations, have more limited product lines and
capital resources, experience sharper swings in market values, be harder to
sell at the times and prices the adviser thinks appropriate, and offer greater
potential for gain and loss.

GROWTH STYLE RISK. The portfolio's investments may not have the growth
potential originally expected. Growth stocks may fall out of favor with
investors and underperform the overall equity market.

PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.

DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less creditworthy or the credit quality or
value of any underlying assets declines. Junk bonds involve greater risk of
loss, are subject to greater price volatility and are less liquid, especially
during periods of economic uncertainty or change, than higher quality debt
securities; they may also be more difficult to value. Junk bonds have a higher
risk of default or are already in default and are considered speculative.


RISKS OF INVESTMENTS IN REITS. Investments in real estate securities are
affected by economic conditions, interest rates, governmental actions and other
factors. In addition, 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. REITs may have lower trading volumes and may
be subject to more abrupt or erratic price movements than the overall
securities markets. Mortgage REITs are particularly subject to interest rate
and credit risks. In addition to its own expenses, the portfolio will
indirectly bear its proportionate share of any management and other expenses
paid by REITs in which it invests. Many real estate companies, including REITs,
utilize leverage.

RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


RISKS OF CONVERTIBLE SECURITIES. The market values of convertible securities
tend to decline as interest rates increase and, conversely, to increase as
interest rates decline. A downturn in equity markets may cause the price of
convertible securities to decrease relative to other fixed income securities.


                                       3
<PAGE>


Portfolio summary

RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF WARRANTS AND RIGHTS. If the price of the underlying stock does not
rise above the exercise price before the warrant expires, the warrant generally
expires without any value and the portfolio loses any amount it paid for the
warrant. The failure to exercise subscription rights to purchase common shares
would result in the dilution of the portfolio's interest in the issuing
company.

DERIVATIVES RISK. Using stock index futures and options and other derivatives
can increase portfolio losses and reduce opportunities for gains when market
prices, interest rates or the derivative instruments themselves behave in a way
not anticipated by the portfolio. Using derivatives may increase the volatility
of the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


PORTFOLIO TURNOVER RISK. If the portfolio does a lot of trading, it may incur
additional operating expenses, which would reduce performance. A higher level
of portfolio turnover may also cause taxable shareholders to incur a higher
level of taxable income or capital gains.



                                       4
<PAGE>

EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


THE PORTFOLIO'S PAST PERFORMANCE

The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class I shares from
calendar year to calendar year. The table shows the average annual total
returns for Class I shares of the portfolio over time and compares these
returns to the returns of the Russell Midcap Growth Index, a broad-based
measure of market performance that has characteristics relevant to the
portfolio's investment strategies.


Since Class II shares have not yet commenced operations and do not have a
performance record, the returns shown are for the portfolio's Class I shares,
which would have substantially similar returns because the shares are invested
in the same portfolio of securities. Returns for Class II shares would differ
only to the extent that the classes have different expenses, including Rule
12b-1 fees applicable to Class II shares. Class I shares are offered in a
separate prospectus. The returns shown would have been lower if all of the
expenses applicable to Class II shares had been reflected in the returns.

The portfolio acquired all of the assets and those liabilities reflected in the
net asset value of the Safeco RST Growth Opportunities Portfolio (the
predecessor portfolio) on December 10, 2004. The performance of Class I shares
of the portfolio reflects the performance of the predecessor portfolio prior to
the reorganization. Prior to August 2, 2004, Safeco Asset Management, Inc.
served as the predecessor portfolio's investment adviser.


The portfolio's name, investment objective and principal investment strategies
have changed effective May 1, 2013. Prior to May 1, 2013, the portfolio focused
mainly on small cap growth stocks. Certain performance information shown below
reflects the performance of the portfolio prior to these changes.


The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.

                                       5
<PAGE>

Portfolio summary

ANNUAL RETURN CLASS II SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04       '05    '06    '07     '08      '09     '10     '11     '12    '13
<S>       <C>    <C>    <C>     <C>      <C>     <C>     <C>     <C>    <C>
  22.32   6.69   5.60   -3.86   -35.49   44.56   20.22   -2.26   7.02   42.46
</TABLE>






For the period covered by the bar chart:

THE HIGHEST CALENDAR QUARTERLY RETURN WAS 30.23% (04/01/2009 TO 06/30/2009).

THE LOWEST CALENDAR QUARTERLY RETURN WAS -21.43% (07/01/2011 TO 09/30/2011).


AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                                                       SINCE
                                                                                                                   INCEPTION
                                                                                    1 YEAR   5 YEARS   10 YEARS  (1/31/1993)
                                                                                  -------- --------- ---------- ------------
<S>                                                                               <C>      <C>       <C>        <C>
Class I                                                                            42.46     20.96       8.27      11.45
---------------------------------------------------------------------------------  -----     -----       ----      -----
Russell Midcap Growth Index (reflects no deduction for fees, expenses or taxes)    35.74     23.37       9.77       9.64
---------------------------------------------------------------------------------  -----     -----       ----      -----
</TABLE>


MANAGEMENT


<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   Ken Winston, Vice President of Pioneer (portfolio manager of the portfolio
                       since 2013); Shaji John, Vice President of Pioneer (portfolio manager of the
                       portfolio since 2013) and Jon Stephenson, Vice President of Pioneer (portfolio
                       manager of the portfolio since 2013)
</TABLE>

TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


                                       6
<PAGE>

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       7
<PAGE>

More on the portfolio's investment objective
and strategies


INVESTMENT OBJECTIVE
Long-term capital growth.

The portfolio's investment objective may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objective.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its net assets (plus the amount
of borrowings, if any, for investment purposes) in equity securities of
mid-size companies. Mid-size 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 Midcap Growth Index ($29.14 billion
as of December 31, 2013) or the 3-year rolling average of the market
capitalization of the largest company within the Russell Midcap Growth Index
($24.85 billion as of December 31, 2013) as measured at the end of the
preceding month, and are not less than the smallest company within the index.
The Russell Midcap Growth Index measures the performance of U.S. mid-cap growth
stocks. The size of the companies in the index changes constantly as a result
of market conditions and the composition of the index. The portfolio's
investments will not be confined to securities issued by companies included in
the index. For purposes of the portfolio's investment policies, equity
securities include common stocks and other equity instruments, such as
exchange-traded funds (ETFs) that invest primarily in equity securities,
depositary receipts, warrants, rights, equity interests in real estate
investment trusts (REITs) and preferred stocks. The fund may consider an ETF as
a mid-size company for purposes of satisfying the fund's 80% policy if the ETF
invests at least 80% of its net assets in the equity securities of mid-size
companies. The fund may invest in initial public offerings of equity
securities.


The portfolio will provide notice to shareholders at least 60 days prior to any
change to its policy to invest at least 80% of its assets in equity securities
of mid-size companies.


The portfolio may invest in securities of issuers in any industry or market
sector. The portfolio may invest up to 20% of its total assets in debt
securities. The portfolio may invest up to 5% of its net assets in below
investment grade debt securities (known as "junk bonds"), including below
investment grade convertible debt securities, issued by both U.S. and non-U.S.
issuers, and securities in default. The portfolio invests in debt securities
when Pioneer Investment Management, Inc., (Pioneer) the portfolio's investment
adviser, believes they are consistent with the portfolio's investment objective
of capital growth, to diversify the portfolio's portfolio or for greater
liquidity


The portfolio may invest up to 20% of its net assets in REITs.

The portfolio may invest up to 20% of its total assets in equity and debt
securities of non-U.S. issuers. The portfolio will not invest more than 5% of
its total assets in the securities of emerging markets issuers. The portfolio
does not count securities of Canadian issuers against the limit on investment
in securities of non-U.S. issuers.

The portfolio uses a "growth" style of management and seeks to invest in
companies with above average potential for earnings and revenue growth that are
also trading at attractive market valuations. To select growth stocks, Pioneer
employs quantitative analysis, fundamental research and an evaluation of the
issuer based on its financial statements and operations. Pioneer relies on the
knowledge, experience and judgment of its staff and the staff of its affiliates
who have access to a wide variety of research. Pioneer focuses on the quality
and price of individual issuers and economic sector analysis, not on
market-timing strategies. Factors Pioneer looks for in selecting investments
include:
oMarket leadership in a company's primary products and services
oCompanies expected to benefit from long-term trends in the economy and society


                                       8
<PAGE>

oLow market valuations relative to earnings forecast, book value, cash flow and
  sales compared to historic standards
oIncreasing earnings forecast

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


DEBT SECURITIES
The portfolio may invest in debt securities of U.S. and non-U.S. issuers.
Generally the portfolio may acquire debt securities that are investment grade,
but the portfolio may invest in below investment grade debt securities (known
as "junk bonds") including below investment grade convertible debt securities.
A debt security is investment grade if it is rated in one of the top four
categories by a nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the adviser.

The portfolio may invest in debt securities rated "D" or better, or comparable
unrated securities. Debt securities rated "D" are in default.


INVESTMENTS IN REITS
REITs are companies that invest primarily in income producing real estate or
real estate related loans or interests. Some REITs invest directly in real
estate and derive their income from the collection of rents and capital gains
on the sale of properties. Other REITs invest primarily in mortgages, including
"sub-prime" mortgages, secured by real estate and derive their income from
collection of interest.


NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers emerging
market issuers to include issuers organized under the laws of an emerging
market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets, and emerging market governmental
issuers.


DERIVATIVES
The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, swaps and other derivatives. A derivative is a security or
instrument whose value is determined by reference to the value or the change in
value of one or more securities, currencies, indices or other financial
instruments. The portfolio may use derivatives for a variety of purposes,
including:

oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative
oTo manage portfolio characteristics (for example, exposure to various market
  segments)

The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.


CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objective. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the adviser believes


                                       9
<PAGE>

More on the portfolio's investment objective
and strategies

securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       10
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. The stock market may perform poorly relative to other investments
(this risk may be greater in the short term). High public debt in the U.S. and
other countries creates ongoing and systemic market risks and policymaking
uncertainty. The financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities; in particular, the
values of some sovereign debt and of securities of issuers that invest in
sovereign debt and related investments have fallen, credit has become more
scarce worldwide and there has been significant uncertainty in the markets.
Governmental and non-governmental issuers have defaulted on, or been forced to
restructure, their debts; and many other issuers have faced difficulties
refinancing existing obligations. These market conditions may continue, worsen
or spread, including in the U.S., Europe and beyond. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that such efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. This environment could make identifying investment risks and
opportunities especially difficult for the adviser, and whether or not the
portfolio invests in securities of issuers located in or with significant
exposure to countries experiencing economic and financial difficulties, the
value and liquidity of the portfolio's investments may be negatively affected.
In addition, policy and legislative changes in the U.S. and in other countries
are affecting many aspects of financial regulation. The impact of these changes
on the markets, and the practical implications for market participants, may not
be fully known for some time. The portfolio may experience a substantial or
complete loss on any individual security or derivative position. Particularly
during periods of declining or illiquid markets, the portfolio may experience
periods of heavy redemptions that could cause the portfolio to liquidate its
assets at inopportune times or at a loss or depressed value, and could cause
the remaining shareholders in the portfolio to lose money. Such redemption risk
is greater to the extent that the portfolio has investors with large
shareholdings, short investment horizons or unpredictable cash flow needs.


MID-SIZE COMPANIES RISK. Compared to large companies, mid-size companies, and
the market for their equity securities, may be more sensitive to changes in
earnings results and investor expectations, have more limited product lines and
capital resources, experience sharper swings in market values, be harder to
sell at the times and prices the adviser thinks appropriate, and offer greater
potential for gain and loss.

GROWTH STYLE RISK. The portfolio's investments may not have the growth
potential originally expected. Growth stocks may fall out of favor with
investors and underperform the overall equity market.

PORTFOLIO SELECTION RISK. The adviser's judgment about a particular security or
issuer, or about the economy or a particular sector, region or market segment,
or about an investment strategy, may prove to be incorrect.

DEBT SECURITIES RISK. Factors that could contribute to a decline in the market
value of debt securities in the portfolio include rising interest rates, if the
issuer or other obligor of a security held by the portfolio fails to pay
principal and/or interest, otherwise defaults or has its credit rating
downgraded or is perceived to be less


                                       11
<PAGE>

More on the risks of investing in the portfolio

creditworthy or the credit quality or value of any underlying assets declines.
Junk bonds involve greater risk of loss, are subject to greater price
volatility and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities; they may also be
more difficult to value. Junk bonds have a higher risk of default or are
already in default and are considered speculative.

RISKS OF INVESTMENTS IN REITS. The portfolio has risks associated with the real
estate industry. Although the portfolio does not invest directly in real
estate, it may invest in REITs and other equity securities of real estate
industry issuers. These risks may include:
oThe U.S. or a local real estate market declines due to adverse economic
  conditions, foreclosures, overbuilding and high vacancy rates, reduced or
  regulated rents or other causes
oInterest rates go up. Rising interest rates can adversely affect the
  availability and cost of financing for property acquisitions and other
  purposes and reduce the value of a REIT's fixed income investments
oThe values of properties owned by a REIT or the prospects of other real estate
  industry issuers may be hurt by property tax increases, zoning changes,
  other governmental actions, environmental liabilities, natural disasters or
  increased operating expenses
oA REIT in the portfolio's portfolio is, or is perceived by the market to be,
  poorly managed

oIf the portfolio's real estate related investments are concentrated in one
  geographic area or property type, the portfolio will be particularly subject
  to the risks associated with that area or property type

REITs can generally be classified as equity REITs, mortgage REITs or hybrid
REITs. Equity REITs invest primarily in real property and derive income mainly
from the collection of rents. They may also realize gains or losses from the
sale of properties. Equity REITs will be affected by conditions in the real
estate rental market and by changes in the value of the properties they own.
Mortgage REITs invest primarily in mortgages and similar real estate interests
and derive income primarily from interest payments. Mortgage REITs will be
affected by changes in creditworthiness of borrowers and changes in interest
rates. Mortgage REITs are subject to the risks of default of the mortgages or
mortgage-related securities in which they invest, and REITs that invest in
so-called "sub-prime" mortgages are particularly subject to this risk. Hybrid
REITs invest both in real property and in mortgages.

Investing in REITs involves certain unique risks. REITs are dependent on
management skills, are not diversified and are subject to the risks of
financing projects. REITs are typically invested in a limited number of
projects or in a particular market segment or geographic region, and therefore
are more susceptible to adverse developments affecting a single project, market
segment or geographic region than more broadly diversified investments. REITs
are subject to heavy cash flow dependency, defaults by mortgagors or other
borrowers and tenants, self-liquidation and the possibility of failing to
qualify for certain tax and regulatory exemptions. REITs may have limited
financial resources and may experience sharper swings in market values and
trade less frequently and in a more limited volume than securities of larger
issuers. In addition to its own expenses, the portfolio will indirectly bear
its proportionate share of any management and other expenses paid by REITs in
which it invests. Such expenses are not shown in "Annual fund operating
expenses" above.

Many real estate companies, including REITs, utilize leverage (and some may be
highly leveraged), which increases investment risk and could adversely affect a
real estate company's operations and market value. Mortgage REITs tend to be
more leveraged than equity REITs. In addition, many mortgage REITs manage their
interest rate and credit risks through the use of derivatives and other hedging
techniques. In addition, capital to pay or refinance a REIT's debt may not be
available or reasonably priced. Financial covenants related to real estate
company leveraging may affect the company's ability to operate effectively.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:


                                       12
<PAGE>

oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable
oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession
oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
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 generally 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.

Industries in the consumer discretionary segment, such as consumer durables,
hotels, restaurants, media, retailing and automobiles, may be significantly
affected by the performance of the overall economy, interest rates,
competition, consumer confidence and spending, and changes in demographics and
consumer tastes.

Industries in the industrials segment, such as companies engaged in the
production, distribution or service of products or equipment for manufacturing,
agriculture, forestry, mining and construction, can be significantly affected
by general economic trends, including such factors as employment and economic
growth, interest rate changes, changes in consumer spending, legislative and
governmental regulation and spending, import controls, commodity prices, and
worldwide competition.

Industries in the health care segment, such as health care supplies, health
care services, biotechnology and pharmaceuticals, may be significantly affected
by government regulation and reimbursement rates, approval of products by
government agencies, and patent expirations and litigation.


                                       13
<PAGE>


More on the risks of investing in the portfolio

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

RISKS OF INITIAL PUBLIC OFFERINGS. Companies involved in initial public
offerings (IPOs) generally have limited operating histories, and prospects for
future profitability are uncertain. Information about the companies may be
available for very limited periods. The market for IPO issuers has been
volatile, and share prices of newly public companies have fluctuated
significantly over short periods of time. Further, stocks of newly-public
companies may decline shortly after the IPO. There is no assurance that the
portfolio will have access to IPOs. The purchase of IPO shares may involve high
transaction costs. Because of the price volatility of IPO shares, the portfolio
may choose to hold IPO shares for a very short period of time. This may
increase the turnover of the portfolio and may lead to increased expenses to
the portfolio, such as commissions and transaction costs. The market for IPO
shares can be speculative and/or inactive for extended periods of time. There
may be only a limited number of shares available for trading. The limited
number of shares available for trading in some IPOs may also make it more
difficult for the portfolio to buy or sell significant amounts of shares
without an unfavorable impact on prevailing prices.

RISKS OF INVESTMENT IN OTHER FUNDS. Investing in other investment companies,
including exchange-traded funds (ETFs), subjects the portfolio to the risks of
investing in the underlying securities or assets held by those funds. When
investing in another fund, the portfolio will bear a pro rata portion of the
underlying fund's expenses, in addition to its own expenses. ETFs are bought
and sold based on market prices and can trade at a premium or a discount to the
ETF's net asset value.

PREFERRED STOCKS RISK. Preferred stocks may pay fixed or adjustable rates of
return. Preferred stocks are subject to issuer-specific and market risks
applicable generally to equity securities. In addition, a company's preferred
stocks generally pay dividends only after the company makes required payments
to holders of its bonds and other debt. Thus, the value of preferred stocks
will usually react more strongly than bonds and other debt to actual or
perceived changes in the company's financial condition or prospects. The market
value of preferred stocks generally decreases when interest rates rise.
Preferred stocks of smaller companies may be more vulnerable to adverse
developments than preferred stocks of larger companies.

RISKS OF WARRANTS AND RIGHTS. Warrants and rights gives the portfolio the right
to buy stock. A warrant specifies the amount of underlying stock, the purchase
(or "exercise") price, and the date the warrant expires. The portfolio has no
obligation to exercise the warrant and buy the stock. A warrant has value only
if the portfolio is able to exercise it or sell it before it expires. If the
price of the underlying stock does not rise above the exercise price before the
warrant expires, the warrant generally expires without any value and the
portfolio loses any amount it paid for the warrant. Thus, investments in
warrants may involve substantially more risk than investments in common stock.
Warrants may trade in the same markets as their underlying stock; however, the
price of the warrant does not necessarily move with the price of the underlying
stock.

The portfolio may purchase securities pursuant to the exercise of subscription
rights, which allow an issuer's existing shareholders to purchase additional
common stock at a price substantially below the market price of the shares. The
failure to exercise subscription rights to purchase common stock would result
in the dilution of the portfolio's interest in the issuing company. The market
for such rights is not well developed and, accordingly, the portfolio may not
always realize full value on the sale of rights.



                                       14
<PAGE>


DERIVATIVES RISK. Using stock index futures and options and other derivatives
exposes the portfolio to additional risks, may increase the volatility of the
portfolio's net asset value and may not provide the expected result.
Derivatives may have a leveraging effect on the portfolio, and they can
disproportionately increase losses and reduce opportunities for gain when
market prices, interest rates or currencies, or the derivative instruments
themselves, behave in a way not anticipated by the portfolio, especially in
abnormal market conditions. Some derivatives have the potential for unlimited
loss, regardless of the size of the portfolio's initial investment. If changes
in a derivative's value do not correspond to changes in the value of the
portfolio's other investments or do not correlate well with the underlying
assets, rate or index, the portfolio may not fully benefit from, or could lose
money on, or could experience unusually high expenses as a result of, the
derivative position. Derivatives involve the risk of loss if the counterparty
defaults on its obligation or if the clearing firm through which the derivative
has been traded becomes insolvent. Certain derivatives may be less liquid,
which may reduce the returns of the portfolio if it cannot sell or terminate
the derivative at an advantageous time or price. The portfolio also may have to
sell assets at inopportune times to satisfy its obligations. The portfolio may
be unable to terminate or sell its derivative positions. In fact, many
over-the-counter derivative instruments will not have liquidity beyond the
counterparty to the instrument. Some derivatives may involve the risk of
improper valuation. The portfolio's use of derivatives may also increase the
amount of taxes payable by shareholders. Suitable derivatives may not be
available in all circumstances or at reasonable prices and may not be used by
the portfolio for a variety of reasons. Risks associated with the use of
derivatives are magnified to the extent that a large portion of the portfolio's
assets are committed to derivatives in general or are invested in just one or a
few types of derivatives. New regulations are changing the derivatives markets.
The regulations may make using derivatives more costly, may limit their
availability, or may otherwise adversely affect their value or performance. For
derivatives that are required to be traded through a clearinghouse or exchange,
the portfolio also will be exposed to the credit risk of the clearinghouse and
the broker that submits trades for the portfolio. It is possible that certain
derivatives that are required to be cleared, such as certain swap contracts,
will not be accepted for clearing. In addition, regulated trading facilities
for swap contracts are relatively new; they may not function as intended, which
could impair the ability to enter into swap contracts. The extent and impact of
the regulations are not yet fully known and may not be for some time. The
portfolio's ability to use certain derivative instruments currently is limited
by Commodity Futures Trading Commission rules.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.

PORTFOLIO TURNOVER RISK. If the portfolio does a lot of trading, it may incur
additional operating expenses, which would reduce performance. A higher level
of portfolio turnover may also cause taxable shareholders to incur a higher
level of taxable income or capital gains.


VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on days when
the portfolio is holding fair-valued securities may receive fewer or more
shares or lower or higher redemption proceeds than they would have received if
the portfolio had not fair-valued the security or had used a different
valuation methodology. The value of foreign securities, certain fixed income
securities and currencies, as applicable, may be materially affected by events
after the close of the market on which they are valued, but before the
portfolio determines its net asset value.



                                       15
<PAGE>


More on the risks of investing in the portfolio

CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objective.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       16
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, selects the portfolio's
investments and oversees the portfolio's operations.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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, 2013, assets under
management were approximately $236 billion worldwide, including over $70
billion in assets under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio is the responsibility of Ken Winston,
Shaji John and Jon Stephenson. The portfolio managers are supported by the
domestic equity team. Members of this team manage other Pioneer funds investing
primarily in U.S. equity securities. The portfolio managers and the team also
may draw upon the research and investment management expertise of the global
research teams, which provide fundamental and quantitative research on
companies and include members from one or more of Pioneer's affiliates. Mr.
Winston, a vice president, joined Pioneer in 2007 from Hartford Investment
Management Company where he was senior vice president with portfolio management
and analyst responsibilities for small and mid cap growth portfolios. From 2000
to 2006 he worked at Lee Munder Capital Group as partner and portfolio manager
for small and mid cap growth portfolios. Mr. Winston has served as portfolio
manager of the portfolio since 2013. Mr. John, a vice president, joined Pioneer
in 2011 from JT Venture Partners, LLC where he was managing general partner
from 2000 to 2011. Mr. John has served as portfolio manager of the portfolio
since 2013. Mr. Stephenson, a vice president, joined Pioneer in 2011 from
Summer Street Research where he was a Director of Research and Senior
Biopharmaceuticals Analyst from 2008 to 2011. Mr. Stephenson has served as
portfolio manager of the portfolio since 2013.

The portfolio's 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
the portfolio.



MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.74% of the portfolio's average daily net assets. The fee is normally
computed daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.74% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



                                       17
<PAGE>

Management

DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


DISTRIBUTION PLAN
The portfolio has adopted a distribution plan for Class II shares in accordance
with Rule 12b-1 under the Investment Company Act of 1940. Under the plan, the
portfolio pays to Pioneer Funds Distributor, Inc. a distribution fee of 0.25%
of the average daily net assets attributable to Class II shares. Because these
fees are an ongoing expense, over time they increase the cost of an investment
and the shares may cost more than shares that are subject to other types of
sales charges.


                                       18
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated. The portfolio's most recent
net asset value is available on the portfolio's website,
www.pioneerinvestments.com.


The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
using a variety of techniques and methods.

The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.

The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily available or may be unreliable - the portfolio may
use fair value methods more frequently than funds that


                                       19
<PAGE>

Pricing of shares

primarily invest in securities that are more widely traded. Valuing securities
using fair value methods may cause the net asset value of the portfolio's
shares to differ from the net asset value that would be calculated only using
market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       20
<PAGE>

Shareholder information

ADDITIONAL PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       21
<PAGE>

Shareholder information

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       22
<PAGE>

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       23
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       24
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Class I share information is presented because Class II shares
have no operating history. Class II shares will have different performance and
different annual operating expenses. Certain information reflects financial
results for a single share of the portfolio. The total returns in the table
represent the rate that you would have earned on an investment in the portfolio
(assuming reinvestment of all dividends and distributions). The information
below has been audited by Ernst & Young LLP, whose report is included in the
portfolio's annual report along with the portfolio's financial statements. The
annual report is incorporated by reference in the statement of additional
information and is available upon request.



PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO


CLASS I



<TABLE>
<CAPTION>
                                                                                  YEAR           YEAR
                                                                                 ENDED           ENDED
CLASS I                                                                         12/31/13       12/31/12
---------------------------------------------------------------------------- ------------- ----------------
<S>                                                                          <C>           <C>
Net asset value, beginning of period                                            $ 24.07        $ 22.49
                                                                                -------        --------
Increase (decrease) from investment operations:
 Net investment loss                                                            $ (0.11)       $ (0.09)
 Net realized and unrealized gain (loss) on investments                           10.05           1.67
                                                                                -------        --------
  Net increase (decrease) from investment operations                            $  9.94        $  1.58
Distributions to shareowners:
 Net realized gain                                                                (1.23)             -
                                                                                -------        --------
Net increase (decrease) in net asset value                                      $  8.71        $  1.58
                                                                                -------        --------
Net asset value, end of period                                                  $ 32.78        $ 24.07
                                                                                -------        --------
Total return*                                                                     42.46%          7.02%(b)
Ratio of total expenses to average net assets                                      0.84%          0.85%
Ratio of net investment loss to average net assets                                (0.36)%        (0.34)%
Portfolio turnover rate                                                             162%           135%
Net assets, end of period (in thousands)                                        $135,657       $110,170
Ratios with no waiver of fees and assumption of expenses by the Adviser and
 no reduction for fees paid indirectly:
Total expenses                                                                     0.84%          0.87%
 Net investment loss                                                              (0.36)%        (0.36)%



<CAPTION>
                                                                                    YEAR             YEAR          YEAR
                                                                                    ENDED           ENDED         ENDED
CLASS I                                                                           12/31/11         12/31/10      12/31/09
---------------------------------------------------------------------------- ------------------ ------------- -------------
<S>                                                                          <C>                <C>           <C>
Net asset value, beginning of period                                            $    23.01         $ 19.14       $ 13.24
                                                                                ----------         -------       -------
Increase (decrease) from investment operations:
 Net investment loss                                                            $    (0.13)        $ (0.09)      $ (0.03)
 Net realized and unrealized gain (loss) on investments                              (0.39)           3.96          5.93
                                                                                ----------         -------       -------
  Net increase (decrease) from investment operations                            $    (0.52)        $  3.87       $  5.90
Distributions to shareowners:
 Net realized gain                                                                       -               -             -
                                                                                ----------         -------       -------
Net increase (decrease) in net asset value                                      $    (0.52)        $  3.87       $  5.90
                                                                                ----------         -------       -------
Net asset value, end of period                                                  $    22.49         $ 23.01       $ 19.14
                                                                                ----------         -------       -------
Total return*                                                                        (2.26)%(a)      20.22%        44.56%
Ratio of total expenses to average net assets                                         0.84%           0.85%         0.85%
Ratio of net investment loss to average net assets                                   (0.54)%         (0.44)%       (0.15)%
Portfolio turnover rate                                                                111%            119%          134%
Net assets, end of period (in thousands)                                        $  121,377         $141,034      $134,090
Ratios with no waiver of fees and assumption of expenses by the Adviser and
 no reduction for fees paid indirectly:
Total expenses                                                                        0.84%           0.87%         0.88%
 Net investment loss                                                                 (0.54)%         (0.46)%       (0.18)%
</TABLE>



*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.
(a)        If the Portfolio had not recognized gains in settlement of class
           action lawsuits during the year ended December 31, 2011, the total
           return would have been (2.31)%.
(b)        If the Portfolio had not recognized gains in settlement of class
           action lawsuits during the year ended December 31, 2012, the total
           return would have been 6.96%.

NOTE: The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, separate account charges, and sales
    charges.


                                       25
<PAGE>

                                     Notes
<PAGE>

Pioneer Variable Contracts Trust
PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO
CLASS II SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   190xx-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>


<PAGE>

PIONEER STRATEGIC INCOME VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class I Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objective
and strategies......................................... 10
More on the risks of investing in the portfolio........ 15
Management............................................. 24
Pricing of shares...................................... 26
Shareholder information................................ 28
Distributions and taxes................................ 31
Financial highlights................................... 32
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVE

A high level of current income.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)   CLASS I
----------------------------------------------------------------------------------- --------
<S>                                                                                 <C>
Management Fees                                                                       0.65%
-----------------------------------------------------------------------------------    ----
Distribution and Service (12b-1) Fees                                                 0.00%
-----------------------------------------------------------------------------------    ----
Other Expenses                                                                        0.58%
-----------------------------------------------------------------------------------    ----
Total Annual Portfolio Operating Expenses                                             1.23%
-----------------------------------------------------------------------------------    ----
</TABLE>


EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same. This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
            NUMBER OF YEARS YOU OWN YOUR
                       SHARES
            (WITH OR WITHOUT REDEMPTION)
          ---------------------------------
             1       3       5        10
          ------- ------- ------- ---------
<S>       <C>     <C>     <C>     <C>
Class I   $125    $390    $676    $1,489
--------- ----    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 30% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its net assets (plus the amount
of borrowings, if any, for investment purposes) in debt securities. Derivative
investments that provide exposure to debt securities or have similar economic
characteristics may be used to satisfy the portfolio's 80% policy. The
portfolio has the flexibility to invest in a broad range of issuers and
segments of the debt securities markets. The portfolio's investment adviser
allocates the portfolio's investments among the following three segments of the
debt markets:

oBelow investment grade (high yield or "junk bond") securities of U.S. and
  non-U.S. issuers
oInvestment grade securities of U.S. issuers
oInvestment grade securities of non-U.S. issuers


The adviser's allocations among the segments of the debt markets depend upon
its outlook for economic, interest rate and political trends. At any given
time, the portfolio may have a substantial amount of its assets in any one of
such segments. The portfolio may invest in securities of issuers in any market
capitalization range, industry or market sector.



                                       1
<PAGE>

Portfolio summary

The portfolio invests primarily in debt securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities or non-U.S. governmental
entities; debt securities of U.S. and non-U.S. corporate issuers (including
convertible debt); and mortgage-related securities, including "sub-prime"
mortgages, and asset-backed securities.


The portfolio invests in securities with a broad range of maturities and
maintains an average portfolio maturity which varies based upon the judgment of
the portfolio's investment adviser. The portfolio's investments may have fixed
or variable principal payments and all types of interest rate payment and reset
terms, including fixed rate, adjustable rate, floating rate, zero coupon,
contingent, deferred, payment in kind and auction rate features. The
portfolio's investments may include instruments that allow for balloon payments
or negative amortization payments.

Depending upon the adviser's allocation among market segments, up to 70% of the
portfolio's total assets may be in debt securities rated below investment grade
at the time of purchase or determined to be of equivalent quality by the
adviser. Up to 20% of the portfolio's total assets may be invested in debt
securities rated below CCC by Standard & Poor's Financial Services LLC or the
equivalent by another nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the adviser. The portfolio's
investments in debt securities rated below investment grade may include
securities that are in default. The portfolio may invest in subordinated debt
securities, event-linked bonds and other insurance-linked securities, and
municipal securities. The portfolio may also invest in Treasury Inflation
Protected Securities ("TIPS") and other inflation-linked debt securities.


Up to 85% of the portfolio's total assets may be in debt securities of non-U.S.
corporate and governmental issuers, including debt securities of corporate and
governmental issuers in emerging markets.

The portfolio may invest up to 20% of its total assets in equity securities,
including common stocks, preferred stocks, rights, warrants, depositary
receipts, exchange-traded funds (ETFs) that invest primarily in equity
securities and equity interests in real estate trusts (REITs).


The portfolio may, but is not required to, use derivatives, such as credit
default swaps, forward foreign currency exchange contracts, and bond and
interest rate futures. The portfolio may use derivatives for a variety of
purposes, including: in an attempt to hedge against adverse changes in the
market price of securities, interest rates or currency exchange rates; as a
substitute for purchasing or selling securities; to attempt to increase the
portfolio's return as a non-hedging strategy that may be considered
speculative; and to manage portfolio characteristics. The portfolio may choose
not to make use of derivatives for a variety of reasons, and any use may be
limited by applicable law and regulations. The portfolio also may hold cash or
other short-term investments.


The adviser considers both broad economic and issuer specific factors in
selecting investments. In assessing the appropriate maturity, rating, sector
and country weightings of the portfolio, the adviser considers a variety of
factors that are expected to influence economic activity and interest rates.
The adviser selects individual securities to buy and sell based upon such
factors as a security's yield, liquidity and rating, an assessment of credit
quality, and sector and issuer diversification.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. High public debt in the U.S. and
other countries creates ongoing and systemic market



                                       2
<PAGE>


risks and policymaking uncertainty. The financial crisis that began in 2008 has
caused a significant decline in the value and liquidity of many securities of
issuers worldwide. Governmental and non-governmental issuers have defaulted on,
or been forced to restructure, their debts, and many other issuers have faced
difficulties obtaining credit. These market conditions may continue, worsen or
spread, including in the U.S., Europe and beyond. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and in other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.

HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default.

INTEREST RATE RISK. Interest rates may go up, causing the value of the
portfolio's investments to decline (this risk generally will be greater for
securities with longer maturities or durations). Interest rates in the U.S.
recently have been historically low and are expected to rise.

CREDIT RISK. If an issuer or guarantor of a security held by the portfolio or a
counterparty to a financial contract with the portfolio defaults on its
obligation to pay principal and/or interest, has its credit rating downgraded
or is perceived to be less creditworthy, or the credit quality or value of any
underlying assets declines, the value of your investment will decline. Credit
risk is broadly gauged by the credit ratings of the securities in which the
portfolio invests. However, ratings are only the opinions of the companies
issuing them and are not guarantees as to quality.


PREPAYMENT OR CALL RISK. Many issuers have a right to prepay their securities.
If interest rates fall, an issuer may exercise this right. If this happens, the
portfolio will be forced to reinvest prepayment proceeds at a time when yields
on securities available in the market are lower than the yield on the prepaid
security. The portfolio also may lose any premium it paid on the security.


EXTENSION RISK. During periods of rising interest rates, the average life of
certain types of securities may be extended because of slower than expected
principal payments. This may lock in a below market interest rate, increase the
security's duration and reduce the value of the security.

LIQUIDITY RISK. Some securities and derivatives held by the portfolio may be
impossible or difficult to sell or unwind, particularly during times of market
turmoil. Illiquid securities and derivatives also may be difficult to value. If
the portfolio is forced to sell an illiquid asset or unwind a derivatives
position to meet redemption requests or other cash needs, the portfolio may be
forced to sell at a loss.


PORTFOLIO SELECTION RISK. The adviser's judgment about the quality, relative
yield, relative value or market trends affecting a particular sector or region,
market segment, security or about interest rates generally may prove to be
incorrect.


                                       3
<PAGE>

Portfolio summary

U.S. GOVERNMENT AGENCY OBLIGATIONS RISK. The portfolio invests in obligations
issued by agencies and instrumentalities of the U.S. government.
Government-sponsored entities such as Federal National Mortgage Association
(Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and the
Federal Home Loan Banks (FHLBs), although chartered or sponsored by Congress,
are not funded by congressional appropriations and the debt and mortgage-backed
securities issued by them are neither guaranteed nor issued by the U.S.
government. Such debt and mortgage-backed securities are subject to the risk of
default on the payment of interest and/or principal, similar to debt of private
issuers. Although the U.S. government has provided financial support to Fannie
Mae and Freddie Mac in the past, there can be no assurance that it will support
these or other government-sponsored entities in the future.


MORTGAGE-RELATED AND ASSET-BACKED SECURITIES RISK. The value of
mortgage-related and asset-backed securities will be influenced by factors
affecting the housing market and the assets underlying such securities. As a
result, during periods of declining asset value, difficult or frozen credit
markets, swings in interest rates, or deteriorating economic conditions,
mortgage-related and asset-backed securities may decline in value, face
valuation difficulties, become more volatile and/or become illiquid. These
securities are also subject to prepayment and extension risks. Some of these
securities may receive little or no collateral protection from the underlying
assets and are thus subject to the risk of default. The risk of such defaults
is generally higher in the case of mortgage-backed investments that include
so-called "sub-prime" mortgages. The structure of some of these securities may
be complex and there may be less available information than for other types of
debt securities. Upon the occurrence of certain triggering events or defaults,
the portfolio may become the holder of underlying assets at a time when those
assets may be difficult to sell or may be sold only at a loss.

RISKS OF INSTRUMENTS THAT ALLOW FOR BALLOON PAYMENTS OR NEGATIVE AMORTIZATION
PAYMENTS. Certain debt instruments allow for balloon payments or negative
amortization payments. Such instruments permit the borrower to avoid paying
currently a portion of the interest accruing on the instrument. While these
features make the debt instrument more affordable to the borrower in the near
term, they increase the risk that the borrower will be unable to make the
resulting higher payment or payments that become due at the maturity of the
loan.


RISKS OF SUBORDINATED SECURITIES. A holder of securities that are subordinated
or "junior" to more senior securities of an issuer is entitled to payment after
holders of more senior securities of the issuer. Subordinated securities are
more likely to suffer a credit loss than non-subordinated securities of the
same issuer, any loss incurred by the subordinated securities is likely to be
proportionately greater, and any recovery of interest or principal may take
more time. As a result, even a perceived decline in creditworthiness of the
issuer is likely to have a greater impact on them.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.

CURRENCY RISK. Because the portfolio may invest in non-U.S. currencies,
securities denominated in non-U.S. currencies, and other currency-related
investments, the portfolio is subject to currency risk, meaning that the
portfolio could experience losses based on changes in the exchange rate between
non-U.S. currencies and



                                       4
<PAGE>


the U.S. dollar or as a result of currency conversion costs. Currency exchange
rates can be volatile, and are affected by factors such as general economic
conditions, the actions of the U.S. and foreign governments or central banks,
the imposition of currency controls and speculation.

FORWARD FOREIGN CURRENCY TRANSACTIONS RISK. To the extent that the portfolio
enters into forward foreign currency transactions, it may not fully benefit
from or may lose money on the transactions if changes in currency rates do not
occur as anticipated or do not correspond accurately to changes in the value of
the portfolio's holdings, or if the counterparty defaults. Such transactions
may also prevent the portfolio from realizing profits on favorable movements in
exchange rates. Risk of counterparty default is greater for counterparties
located in emerging markets. The portfolio's ability to use forward foreign
currency transactions successfully depends on a number of factors, including
the forward foreign currency transactions being available at prices that are
not too costly, the availability of liquid markets, and the adviser's judgment
regarding the direction of changes in currency exchange rates.

MUNICIPAL SECURITIES RISK. Municipal issuers may be adversely affected by
rising health care costs, increasing unfunded pension liabilities, and by the
phasing out of federal programs providing financial support. Unfavorable
conditions and developments relating to projects financed with municipal
securities can result in lower revenues to issuers of municipal securities.
Issuers often depend on revenues from these projects to make principal and
interest payments. The value of municipal securities can also be adversely
affected by changes in the financial condition of one or more individual
municipal issuers or insurers of municipal issuers, regulatory and political
developments, tax law changes or other legislative actions, and by
uncertainties and public perceptions concerning these and other factors. In
recent periods, an increasing number of municipal issuers in the United States
have defaulted on obligations and commenced insolvency proceedings. Financial
difficulties of municipal issuers may continue or get worse. To the extent the
portfolio invests significantly in a single state or in securities the payments
on which are dependent upon a single project or source of revenues, or that
relate to a sector or industry, the portfolio will be more susceptible to
associated risks and developments.


EQUITY SECURITIES RISK. Equity securities represent an ownership interest in an
issuer, rank junior in a company's capital structure to debt securities and
consequently may entail greater risk of loss than debt securities. Equity
securities are subject to the risk that stock prices may rise and fall in
periodic cycles and may perform poorly relative to other investments. This risk
may be greater in the short term.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


RISKS OF INVESTING IN EVENT-LINKED BONDS. The return of principal and the
payment of interest on "event-linked" bonds are contingent on the
non-occurrence of a pre-defined "trigger" event, such as a hurricane or an
earthquake of a specific magnitude or other event that leads to physical or
economic loss. If a trigger event, as defined within the terms of an
event-linked bond, involves losses or other metrics exceeding a specific
magnitude in the geographic region and time period specified, the portfolio may
lose a portion or all of its accrued interest and/or principal invested in the
event-linked bond. In addition to the specified trigger events, event-linked
bonds may expose the portfolio to other risks, including but not limited to
issuer (credit) default, adverse regulatory or jurisdictional interpretations
and adverse tax consequences.


RISKS OF INVESTING IN FLOATING RATE LOANS. Floating rate loans and similar
investments may be illiquid or less liquid than other investments. The value of
collateral, if any, securing a floating rate loan can decline or may be
insufficient to meet the issuer's obligations or may be difficult to liquidate.
No active trading market may exist for many floating rate loans, and many loans
are subject to restrictions on resale. Market quotations for these securities
may be volatile and/or subject to large spreads between bid and ask prices. Any
secondary market may be subject to irregular trading activity and extended
trade settlement periods.


                                       5
<PAGE>


Portfolio summary

RISKS OF INVESTING IN INVERSE FLOATING RATE OBLIGATIONS. The interest rate on
inverse floating rate obligations will generally decrease as short-term
interest rates increase, and increase as short-term rates decrease. Due to
their leveraged structure, the sensitivity of the market value of an inverse
floating rate obligation to changes in interest rates is generally greater than
a comparable long-term bond issued by the same issuer and with similar credit
quality, redemption and maturity provisions. Inverse floating rate obligations
may be volatile and involve leverage risk.

INFLATION-LINKED SECURITIES RISK. The principal or interest of inflation-linked
securities such as TIPS is adjusted periodically to a specified rate of
inflation. The inflation index used may not accurately measure the real rate of
inflation. Inflation-linked securities may lose value or interest payments on
such securities may decline in the event that the actual rate of inflation is
different than the rate of the inflation index, and losses may exceed those
experienced by other debt securities with similar durations. The values of
inflation-linked securities may not be directly correlated to changes in
interest rates, for example if interest rates rise for reasons other than
inflation.

RISKS OF ZERO COUPON BONDS, PAYMENT IN KIND, DEFERRED AND CONTINGENT PAYMENT
SECURITIES. These securities may be more speculative and may fluctuate more in
value than securities which pay income periodically and in cash. In addition,
although the portfolio receives no periodic cash payments on such securities,
the portfolio is deemed for tax purposes to receive income from such
securities, which applicable tax rules require the portfolio to distribute to
shareholders. Such distributions may be taxable when distributed to taxable
shareholders.

DERIVATIVES RISK. Using swaps, futures and other derivatives can increase
portfolio losses and reduce opportunities for gains when market prices,
interest rates or the derivative instruments themselves behave in a way not
anticipated by the portfolio. Using derivatives may increase the volatility of
the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.

CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative
instrument, involve special risks and may result in losses to the portfolio.
Credit default swaps may in some cases be illiquid, and they increase credit
risk since the portfolio has exposure to the issuer of the referenced
obligation and either the counterparty to the credit default swap or, if it is
a cleared transaction, the brokerage firm through which the trade was cleared
and the clearing organization that is the counterparty to that trade. In
addition, for cleared trades, the brokerage firm would impose margin
requirements and would be able to require termination of those trades in
certain circumstances. Certain credit default swaps will be required to be
traded on a regulated execution facility or contract market that makes them
available for trading. The transition to trading these swaps on such a facility
or contract market may not result in swaps being easier to trade or value and
may present certain execution risks if such a facility or contract market does
not operate properly. Swaps may be difficult to unwind or terminate. Certain
index-based credit default swaps are structured in tranches, whereby junior
tranches assume greater default risk than senior tranches. Once fully
implemented, new regulations



                                       6
<PAGE>


may make swaps more costly, may limit their availability, or may otherwise
adversely affect the value or performance of these instruments. The extent and
impact of these regulations are not yet fully known and may not be for some
time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


REPURCHASE AGREEMENT RISK. In the event that the other party to a repurchase
agreement defaults on its obligations, the portfolio may encounter delay and
incur costs before being able to sell the security. Such a delay may involve
loss of interest or a decline in price of the security. In addition, if the
portfolio is characterized by a court as an unsecured creditor, it would be at
risk of losing some or all of the principal and interest involved in the
transaction.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets
or that are valued using a fair value methodology. Investors who purchase or
redeem portfolio shares on days when the portfolio is holding fair-valued
securities may receive fewer or more shares or lower or higher redemption
proceeds than they would have received if the portfolio had not fair-valued the
security or had used a different valuation methodology.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class I shares from
calendar year to calendar year. The table shows the average annual total
returns for Class I shares of the portfolio over time and compares these
returns to the returns of the Barclays Capital U.S. Universal Index, a
broad-based measure of market performance that has characteristics relevant to
the portfolio's investment strategies.

The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.

                                       7
<PAGE>

Portfolio summary

ANNUAL RETURN CLASS I SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04       '05    '06    '07    '08      '09     '10     '11    '12     '13
<S>       <C>    <C>    <C>    <C>      <C>     <C>     <C>    <C>     <C>
  10.25   2.74   6.48   6.43   -11.57   29.73   11.61   1.90   11.43   1.17
</TABLE>






For the period covered by the bar chart:
THE HIGHEST CALENDAR QUARTERLY RETURN WAS 12.46% (04/01/2009 TO 06/30/2009).
THE LOWEST CALENDAR QUARTERLY RETURN WAS -9.42% (10/01/2008 TO 12/31/2008).


AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                             1 YEAR   5 YEARS
                                                                                           -------- ---------
<S>                                                                                        <C>      <C>
Class I                                                                                      1.17     10.71
------------------------------------------------------------------------------------------   ----     -----
Barclays Capital U.S. Universal Index (reflects no deduction for fees, expenses or taxes)   -1.35      5.41
------------------------------------------------------------------------------------------  -----     -----



<CAPTION>
                                                                                                            SINCE
                                                                                                        INCEPTION
                                                                                             10 YEARS  (07/29/99)
                                                                                           ---------- -----------
<S>                                                                                        <C>        <C>
Class I                                                                                        6.56         7.54
-------------------------------------------------------------------------------------------    ----         ----
Barclays Capital U.S. Universal Index (reflects no deduction for fees, expenses or taxes)      4.85         5.82
-------------------------------------------------------------------------------------------    ----         ----
</TABLE>


MANAGEMENT



<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   Kenneth J. Taubes, executive vice president and chief investment officer, U.S.
                       of Pioneer (portfolio manager of the portfolio since 1999), Andrew Feltus,
                       director of high yield and senior vice president of Pioneer (portfolio manager of
                       the portfolio since 2012), and Charles Melchreit, senior vice president of
                       Pioneer (portfolio manager of the portfolio since 2012)
</TABLE>


TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


                                       8
<PAGE>

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       9
<PAGE>

More on the portfolio's investment objective
and strategies


INVESTMENT OBJECTIVE
A high level of current income.

The portfolio's investment objective may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objective.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its net assets (plus the amount
of borrowings, if any, for investment purposes) in debt securities. Derivative
instruments that provide exposure to debt securities or have similar economic
characteristics may be used to satisfy the portfolio's 80% policy. The
portfolio has the flexibility to invest in a broad range of issuers and
segments of the debt securities markets. Pioneer Investment Management, Inc.
("Pioneer"), the portfolio's investment adviser, allocates the portfolio's
investments among the following three segments of the debt markets:

oBelow investment grade (high yield or "junk bond") securities of U.S. and
  non-U.S. issuers
oInvestment grade securities of U.S. issuers
oInvestment grade securities of non-U.S. issuers


Pioneer's allocations among the segments of the debt markets depend upon its
outlook for economic, interest rate and political trends. At any given time,
the portfolio may have a substantial amount of its assets in any one of such
segments. The portfolio may invest in securities of issuers in any market
capitalization range, industry or market sector.


The portfolio invests primarily in:
oDebt securities issued or guaranteed by the U.S. government, its agencies or
  instrumentalities or non-U.S. governmental entities
oDebt securities of U.S. and non-U.S. corporate issuers, including convertible
  debt
oMortgage-related securities, including "sub-prime" mortgages, and asset-backed
  securities


The portfolio invests in securities with a broad range of maturities and
maintains an average portfolio maturity which varies based upon the judgment of
Pioneer. The portfolio's investments may have fixed or variable principal
payments and all types of interest rate payment and reset terms, including
fixed rate, adjustable rate, floating rate, zero coupon, contingent, deferred,
payment in kind and auction rate features. The portfolio's investments may
include instruments that allow for balloon payments or negative amortization
payments.

Depending upon Pioneer's allocation among market segments, up to 70% of the
portfolio's total assets may be in debt securities rated below investment grade
at the time of purchase or determined to be of equivalent quality by Pioneer.
Up to 20% of the portfolio's total assets may be invested in debt securities
rated below CCC by Standard & Poor's Financial Services LLC or the equivalent
by another nationally recognized statistical rating organization or determined
to be of equivalent credit quality by Pioneer. The portfolio's investments in
debt securities rated below investment grade may include securities that are in
default. The portfolio may invest in subordinated debt securities, event-linked
bonds and other insurance-linked securities, and municipal securities. The
portfolio may also invest in Treasury Inflation Protected Securities ("TIPS")
and other inflation-linked debt securities.


Depending upon Pioneer's allocation among market segments, up to 85% of the
portfolio's total assets may be in debt securities of non-U.S. corporate and
governmental issuers, including debt securities of corporate and governmental
issuers in emerging markets.

The portfolio may invest up to 20% of its total assets in equity securities,
including common stocks, preferred stocks, rights, warrants, depositary
receipts, exchange-traded funds (ETFs) that invest primarily in equity
securities and equity interests in real estate trusts (REITs). The portfolio
may invest in equity securities as a


                                       10
<PAGE>

consequence of holding debt of the same issuer or when Pioneer believes they
offer the potential for capital gains or other portfolio management purposes,
although equity securities may not pay dividends or contribute to achieving the
portfolio's investment objective of a high level of current income.

Pioneer considers both broad economic and issuer specific factors in selecting
a portfolio designed to achieve the portfolio's investment objective. In
assessing the appropriate maturity, rating, sector and country weightings of
the portfolio, Pioneer considers a variety of factors that are expected to
influence economic activity and interest rates. These factors include
fundamental economic indicators, such as the rates of economic growth and
inflation, Federal Reserve monetary policy and the relative value of the U.S.
dollar compared to other currencies. Once Pioneer determines the preferable
portfolio characteristics, Pioneer selects individual securities based upon the
terms of the securities (such as yields compared to U.S. Treasuries or
comparable issuers), liquidity and rating, sector and issuer diversification.
Pioneer also employs fundamental research to assess an issuer's credit quality,
taking into account financial condition and profitability, future capital
needs, potential for change in rating, industry outlook, the competitive
environment and management ability. In making these portfolio decisions,
Pioneer relies on the knowledge, experience and judgment of its staff and the
staff of its affiliates who have access to a wide variety of research.



INVESTMENT GRADE SECURITIES
A debt security is considered investment grade if it is:
oRated BBB or higher at the time of purchase by Standard & Poor's Financial
  Services LLC;
oRated the equivalent rating by a nationally recognized statistical rating
  organization; or
oDetermined to be of equivalent credit quality by Pioneer

Securities in the lowest category of investment grade (i.e., BBB) are
 considered to have speculative characteristics.


BELOW INVESTMENT GRADE SECURITIES ("JUNK BONDS")

The portfolio may invest in debt securities rated below investment grade or, if
unrated, of equivalent quality as determined by Pioneer. A debt security is
below investment grade if it is rated BB or lower by Standard & Poor's
Financial Services LLC or the equivalent rating by another nationally
recognized statistical rating organization or determined to be of equivalent
credit quality by Pioneer. Debt securities rated below investment grade are
commonly referred to as "junk bonds" and are considered speculative. Below
investment grade debt securities involve greater risk of loss, are subject to
greater price volatility and are less liquid, especially during periods of
economic uncertainty or change, than higher quality debt securities. Below
investment grade securities also may be more difficult to value.


DEBT RATING CONSIDERATIONS
For purposes of the portfolio's credit quality policies, if a security receives
different ratings from nationally recognized statistical rating organizations,
the portfolio will use the rating chosen by the portfolio manager as most
representative of the security's credit quality. The ratings of nationally
recognized statistical rating organizations represent their opinions as to the
quality of the securities that they undertake to rate and may not accurately
describe the risks of the securities. A rating organization may have a conflict
of interest with respect to a security for which it assigns a quality rating.
In addition, there may be a delay between a change in the credit quality of a
security or other asset and a change in the quality rating assigned to the
security or other asset by a rating organization. If a rating organization
changes the quality rating assigned to one or more of the portfolio's
securities, Pioneer will consider if any action is appropriate in light of the
portfolio's investment objective and policies. An investor can still lose
significant amounts when investing in investment grade securities.


U.S. GOVERNMENT SECURITIES
The portfolio may invest in U.S. government securities. U.S. government
securities include obligations: directly issued by or supported by the full
faith and credit of the U.S. government, like Treasury bills, notes and bonds
and Government National Mortgage Association certificates; supported by the
right of the issuer to borrow


                                       11
<PAGE>

More on the portfolio's investment objective
and strategies

from the U.S. Treasury, like those of the Federal Home Loan Banks; supported by
the discretionary authority of the U.S. government to purchase the agency's
securities like those of the Federal National Mortgage Association; or
supported only by the credit of the issuer itself, like the Tennessee Valley
Authority.


MORTGAGE-BACKED SECURITIES
The portfolio may invest in mortgage-backed securities. Mortgage-backed
securities may be issued by private issuers, by government-sponsored entities
such as the Federal National Mortgage Association (Fannie Mae) or Federal Home
Loan Mortgage Corporation (Freddie Mac) or by agencies of the U.S. government,
such as the Government National Mortgage Association (Ginnie Mae).
Mortgage-backed securities represent direct or indirect participation in, or
are collateralized by and payable from, mortgage loans secured by real
property. The portfolio's investments in mortgage-related securities may
include mortgage derivatives and structured securities.


The portfolio may invest in collateralized mortgage obligations (CMOs). A CMO
is a mortgage-backed bond that is issued in multiple classes, each with a
specified fixed or floating interest rate and a final scheduled distribution
date. The holder of an interest in a CMO is entitled to receive specified cash
flows from a pool of underlying mortgages or other mortgage-backed securities.
Depending upon the class of CMO purchased, the holder may be entitled to
payment before the cash flow from the pool is used to pay holders of other
classes of the CMO or, alternatively, the holder may be paid only to the extent
that there is cash remaining after the cash flow has been used to pay other
classes. A subordinated interest may serve as a credit support for the senior
securities purchased by other investors.



ASSET-BACKED SECURITIES
The portfolio may invest in asset-backed securities. Asset-backed securities
represent participations in, or are secured by and payable from, assets such as
installment sales or loan contracts, leases, credit card receivables and other
categories of receivables. The portfolio's investments in asset-backed
securities may include derivative and structured securities.


The portfolio may invest in asset-backed securities issued by special entities,
such as trusts, that are backed by a pool of financial assets. The portfolio
may invest in collateralized debt obligations (CDOs), which include
collateralized bond obligations (CBOs), collateralized loan obligations (CLOs)
and other similarly structured securities. A CDO is a trust backed by a pool of
fixed income securities. The trust typically is split into two or more
portions, called tranches, which vary in credit quality, yield, credit support
and right to repayment of principal and interest. Lower tranches pay higher
interest rates but represent lower degrees of credit quality and are more
sensitive to the rate of defaults in the pool of obligations. Certain CDOs may
use derivatives, such as credit default swaps, to create synthetic exposure to
assets rather than holding such assets directly.



SUBORDINATED SECURITIES
The portfolio may invest in securities that are subordinated or "junior" to
more senior securities of the issuer. The investor in a subordinated security
of an issuer is entitled to payment after other holders of debt in that issuer.



NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers emerging
market issuers to include issuers organized under the laws of an emerging
market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets, and emerging market governmental
issuers.


                                       12
<PAGE>

FLOATING RATE LOANS
Floating rate loans are provided by banks and other financial institutions to
large corporate customers. These loans are rated below investment grade, but
typically are secured with specific collateral and have a senior position in
the capital structure of the borrower. These loans typically have rates of
interest that are reset periodically by reference to a base lending rate, such
as the London Interbank Offered Rate (LIBOR), plus a premium.


EVENT-LINKED BONDS

The portfolio may invest in "event-linked" bonds, which sometimes are referred
to as "insurance-linked" or "catastrophe" bonds. Event-linked bonds are debt
obligations for which the return of principal and the payment of interest are
contingent on the non-occurrence of a pre-defined "trigger" event, such as a
hurricane or an earthquake of a specific magnitude or other event that leads to
physical or economic loss. For some event-linked bonds, the trigger event's
magnitude may be based on losses to a company or industry, industry indexes or
readings of scientific instruments rather than specified actual losses. The
portfolio is entitled to receive principal and interest payments so long as no
trigger event occurs of the description and magnitude specified by the
instrument.

Event-linked bonds may be issued by government agencies, insurance companies,
reinsurers, special purpose corporations or other on-shore or off-shore
entities. The portfolio may invest in interests in pooled entities that invest
primarily in event-linked bonds.


Event-linked bonds are typically rated by at least one nationally recognized
statistical rating agency, but also may be unrated. The rating for an
event-linked bond primarily reflects the rating agency's calculated probability
that a pre-defined trigger event will occur. This rating also assesses the
event-linked bond's credit risk and the model used to calculate the probability
of a trigger event.


DERIVATIVES

The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, bond and interest rate futures, swaps and other derivatives. The
portfolio also may enter into credit default swaps, which can be used to
acquire or to transfer the credit risk of a security or index of securities
without buying or selling the security or securities comprising the relevant
index. A derivative is a security or instrument whose value is determined by
reference to the value or the change in value of one or more securities,
currencies, indices or other financial instruments. The portfolio may use
derivatives for a variety of purposes, including:


oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative

oTo manage portfolio characteristics (for example, the duration or credit
  quality of the BAD CHARACTERportfolio)

The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.



INVERSE FLOATING RATE OBLIGATIONS
The portfolio may invest in inverse floating rate obligations (a type of
derivative instrument). The interest rate on inverse floating rate obligations
will generally decrease as short-term interest rates increase, and increase as
short-term rates decrease. Due to their leveraged structure, the sensitivity of
the market value of an inverse floating rate obligation to changes in interest
rates is generally greater than a comparable long-term bond issued by the same
issuer and with similar credit quality, redemption and maturity provisions.
Inverse floating rate obligations may be volatile and involve leverage risk.


                                       13
<PAGE>

More on the portfolio's investment objective
and strategies


REPURCHASE AGREEMENTS
In a repurchase agreement, the portfolio purchases securities from a
broker/dealer or a bank, called the counterparty, upon the agreement of the
counterparty to repurchase the securities from the portfolio at a later date,
and at a specified price, which is typically higher than the purchase price
paid by the portfolio. The securities purchased serve as the portfolio's
collateral for the obligation of the counterparty to repurchase the securities.
If the counterparty does not repurchase the securities, the portfolio is
entitled to sell the securities, but the portfolio may not be able to sell them
for the price at which they were purchased, thus causing a loss. Additionally,
if the counterparty becomes insolvent, there is some risk that the portfolio
will not have a right to the securities, or the immediate right to sell the
securities.



CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objective. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the adviser believes
securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       14
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities; in particular, the values of some sovereign debt and of
securities of issuers that invest in sovereign debt and related investments
have fallen, credit has become more scarce worldwide and there has been
significant uncertainty in the markets. Governmental and non-governmental
issuers have defaulted on, or been forced to restructure, their debts; and many
other issuers have faced difficulties refinancing existing obligations. These
market conditions may continue, worsen or spread, including in the U.S., Europe
and beyond. Further defaults or restructurings by governments and others of
their debt could have additional adverse effects on economies, financial
markets and asset valuations around the world. In response to the crisis, the
U.S. and other governments and the Federal Reserve and certain foreign central
banks have taken steps to support financial markets, including by keeping
interest rates at historically low levels. More recently, the Federal Reserve
has reduced its market support activities. Further reduction or withdrawal of
this support, failure of efforts in response to the crisis, or investor
perception that such efforts are not succeeding could negatively affect
financial markets generally as well as increase market volatility and reduce
the value and liquidity of certain securities. This environment could make
identifying investment risks and opportunities especially difficult for the
adviser, and whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position. Particularly during periods of declining or illiquid
markets, the portfolio may experience periods of heavy redemptions that could
cause the portfolio to liquidate its assets at inopportune times or at a loss
or depressed value, and could cause the remaining shareholders in the portfolio
to lose money. Such redemption risk is greater to the extent that the portfolio
has investors with large shareholdings, short investment horizons or
unpredictable cash flow needs.

HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default.

INTEREST RATE RISK. When interest rates rise, the value of fixed income
securities generally falls. A change in interest rates will not have the same
impact on all fixed income securities. Generally, the longer the maturity or
duration of a fixed income security, the greater the impact of a rise in
interest rates on the security's value. Calculations of duration and maturity
may be based on estimates and may not reliably predict a security's price
sensitivity to changes in interest rates. Moreover, securities can change in
value in response to other factors, such as credit risk. In addition, different
interest rate measures (such as short- and long-term interest rates and U.S.
and foreign interest rates), or interest rates on different types of securities
or securities of



                                       15
<PAGE>


More on the risks of investing in the portfolio

different issuers, may not necessarily change in the same amount or in the same
direction. When interest rates go down, the income received by the portfolio,
and the portfolio's yield, may decline. Interest rates in the U.S. recently
have been historically low, and are expected to rise.

Certain fixed income securities pay interest at variable or floating rates.
Variable rate securities tend to reset at specified intervals, while floating
rate securities may reset whenever there is a change in a specified index rate.
In most cases, these reset provisions reduce the impact of changes in market
interest rates on the value of the security. However, some securities do not
track the underlying index directly, but reset based on formulas that may
produce a leveraging effect; others may also provide for interest payments that
vary inversely with market rates. The market prices of these securities may
fluctuate significantly when interest rates change. Yield generated by the
portfolio may decline due to a decrease in market interest rates.

CREDIT RISK. If an obligor (such as the issuer itself or a party offering
credit enhancement) for a security held by the portfolio fails to pay,
otherwise defaults, is perceived to be less creditworthy, becomes insolvent or
files for bankruptcy, a security's credit rating is downgraded or the credit
quality or value of an underlying asset declines, the value of your investment
could decline. In addition, the portfolio may incur expenses to protect the
portfolio's interest in securities experiencing these events. Credit risk is
broadly gauged by the credit ratings of the securities in which the portfolio
invests. However, ratings are only the opinions of the companies issuing them
and are not guarantees as to quality.

PREPAYMENT OR CALL RISK. Many fixed income securities give the issuer the
option to prepay or call the security prior to its maturity date. Issuers often
exercise this right when interest rates fall. Accordingly, if the portfolio
holds a fixed income security that can be prepaid or called prior to its
maturity date, it will not benefit fully from the increase in value that other
fixed income securities generally experience when interest rates fall. Upon
prepayment of the security, the portfolio also would be forced to reinvest the
proceeds at then current yields, which would be lower than the yield of the
security that was prepaid or called. In addition, if the portfolio purchases a
fixed income security at a premium (at a price that exceeds its stated par or
principal value), the portfolio may lose the amount of the premium paid in the
event of prepayment.


EXTENSION RISK. During periods of rising interest rates, the average life of
certain types of securities may be extended because of slower than expected
principal payments. This may lock in a below market interest rate, increase the
security's duration (the estimated period until the security is paid in full)
and reduce the value of the security.

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


LIQUIDITY RISK. Liquidity risk exists when particular investments are
impossible or difficult to sell. Although most of the portfolio's securities
and other investments must be liquid at the time of investment, securities and
other investments may become illiquid after purchase by the portfolio,
particularly during periods of market turmoil. Markets may become illiquid
when, for instance, there are few, if any, interested buyers and sellers or
when dealers are unwilling to make a market for certain securities. When the
portfolio holds illiquid investments, its portfolio may be harder to value,
especially in changing markets. If the portfolio is forced to sell or unwind
these investments to meet redemptions or for other cash needs, the portfolio
may suffer a loss. In addition, when there is illiquidity in the market for
certain securities or other investments, the portfolio, due to limitations on
investments in illiquid securities, may be unable to achieve its desired level
of exposure to a certain sector. If an auction fails for an auction rate
security, there may be no secondary market for the security and the portfolio
may be forced to hold the security until the security is refinanced by the
issuer or a secondary market develops. To the extent the portfolio holds a
material percentage of the outstanding debt securities of an issuer, this
practice may impact adversely the liquidity and market value of those
investments.



                                       16
<PAGE>

PORTFOLIO SELECTION RISK. The adviser's judgment about the quality, relative
yield, relative value or market trends affecting a particular sector or region,
market segment, security or about interest rates generally may prove to be
incorrect.

U.S. GOVERNMENT AGENCY OBLIGATIONS RISK. The portfolio invests in obligations
issued by agencies and instrumentalities of the U.S. government.
Government-sponsored entities such as Fannie Mae, Freddie Mac and the Federal
Home Loan Banks (FHLBs), although chartered or sponsored by Congress, are not
funded by congressional appropriations and the debt and mortgage-backed
securities issued by them are neither guaranteed nor issued by the U.S.
government. Such debt and mortgage-backed securities are subject to the risk of
default on the payment of interest and/or principal, similar to debt of private
issuers. Although the U.S. government has provided financial support to Fannie
Mae and Freddie Mac in the past, there can be no assurance that it will support
these or other government-sponsored entities in the future.


MORTGAGE-RELATED AND ASSET-BACKED SECURITIES RISK. The repayment of certain
mortgage-backed and asset-backed securities depends primarily on the cash
collections received from the issuer's underlying asset portfolio and, in
certain cases, the issuer's ability to issue replacement securities. As a
result, there could be losses to the portfolio in the event of credit or market
value deterioration in the issuer's underlying portfolio, mismatches in the
timing of the cash flows of the underlying asset interests and the repayment
obligations of maturing securities, or the issuer's inability to issue new or
replacement securities. These securities are also subject to prepayment and
extension risks. Upon the occurrence of certain triggering events or defaults,
the portfolio may become the holder of underlying assets at a time when those
assets may be difficult to sell or may be sold only at a loss. In the event of
a default, the value of the underlying collateral may be insufficient to pay
certain expenses, such as litigation and foreclosure expenses, and inadequate
to pay any principal or unpaid interest. Privately issued mortgage-backed and
asset-backed securities are not traded on an exchange and may have a limited
market. Without an active trading market, these securities may be particularly
difficult to value given the complexities in valuing the underlying collateral.


Certain mortgage-backed and asset-backed securities may pay principal only at
maturity or may represent only the right to receive payments of principal or
interest on the underlying obligations, but not both. The value of these types
of instruments may change more drastically than debt securities that pay both
principal and interest during periods of changing interest rates. Principal
only instruments generally increase in value if interest rates decline, but are
also subject to the risk of prepayment. Interest only instruments generally
increase in value in a rising interest rate environment when fewer of the
underlying obligations are prepaid. Interest only instruments could lose their
entire value in a declining interest rate environment if the underlying
obligations are prepaid.

Unlike mortgage-related securities issued or guaranteed by the U.S. government
or its agencies and instrumentalities, mortgage-related securities issued by
private issuers do not have a government or government-sponsored entity
guarantee (but may have other credit enhancement), and may, and frequently do,
have less favorable collateral, credit risk or other characteristics. The
portfolio may invest in other mortgage-related securities, including mortgage
derivatives and structured securities. These securities typically are not
secured by real property. Because these securities have embedded leverage
features, small changes in interest or prepayment rates may cause large and
sudden price movements. These securities also can become illiquid and difficult
to value in volatile or declining markets.

Mortgage-backed securities are particularly susceptible to prepayment and
extension risks, because prepayments on the underlying mortgages tend to
increase when interest rates fall and decrease when interest rates rise.



                                       17
<PAGE>


More on the risks of investing in the portfolio

The value of mortgage-backed and asset-backed securities may be affected by
changes in credit quality or value of the mortgage loans or other assets that
support the securities. In addition, for mortgage-backed securities, when
market conditions result in an increase in the default rates on the underlying
mortgages and the foreclosure values of the underlying real estate are below
the outstanding amount of the underlying mortgages, collection of the full
amount of accrued interest and principal on these investments may be less
likely.


The portfolio may invest in CMOs. Principal prepayments on the underlying
mortgage loans may cause a CMO to be retired substantially earlier than its
stated maturity or final distribution date. If there are defaults on the
underlying mortgage loans, the portfolio will be less likely to receive
payments of principal and interest, and will be more likely to suffer a loss.
This risk may be increased to the extent the underlying mortgages include
sub-prime mortgages. As market conditions change, and particularly during
periods of rapid or unanticipated changes in market interest rates, the
attractiveness of a CMO class and the ability of the structure to provide the
anticipated investment characteristics may be significantly reduced. Such
changes can result in volatility in the market value, and in some instances
reduced liquidity, of a CMO class.


In response to the financial crisis that began in 2008, the Federal Reserve has
attempted to keep mortgage rates low by acting as a buyer of mortgage-backed
assets. It is anticipated that this support will end, and mortgage rates may
rise and prices of mortgage-backed securities may fall when that happens. To
the extent the portfolio's assets are invested in mortgage-backed securities,
returns to portfolio investors may decline.

Asset-backed securities are structured like mortgage-backed securities and are
subject to many of the same risks. The ability of an issuer of asset-backed
securities to enforce its security interest in the underlying asset or to
otherwise recover from the underlying obligor may be limited. Certain
asset-backed securities present a heightened level of risk because, in the
event of default, the liquidation value of the underlying assets may be
inadequate to pay any unpaid principal or interest.

RISKS OF INSTRUMENTS THAT ALLOW FOR BALLOON PAYMENTS OR NEGATIVE AMORTIZATION
PAYMENTS. Certain debt instruments allow for balloon payments or negative
amortization payments. Such instruments permit the borrower to avoid paying
currently a portion of the interest accruing on the instrument. While these
features make the debt instrument more affordable to the borrower in the near
term, they increase the risk that the borrower will be unable to make the
resulting higher payment or payments that become due at the maturity of the
loan.


RISKS OF SUBORDINATED SECURITIES. A holder of securities that are subordinated
or "junior" to more senior securities of an issuer is entitled to payment after
holders of more senior securities of the issuer. Subordinated securities are
more likely to suffer a credit loss than non-subordinated securities of the
same issuer, any loss incurred by the subordinated securities is likely to be
proportionately greater, and any recovery of interest or principal may take
more time. As a result, even a perceived decline in creditworthiness of the
issuer is likely to have a greater impact on them.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:

oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable
oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession


                                       18
<PAGE>

oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


Additional risks of investing in emerging markets include:
oThe extent of economic development, political stability, market depth,
  infrastructure, capitalization and regulatory oversight can be less than in
  more developed markets
oEmerging market countries may experience rising interest rates, or, more
  significantly, rapid inflation or hyperinflation
oThe portfolio could experience a loss from settlement and custody practices in
  some emerging markets
oThe possibility that a counterparty may not complete a currency or securities
  transaction
oLow trading volumes may result in a lack of liquidity and in extreme price
  volatility


CURRENCY RISK. Because the portfolio may invest in non-U.S. currencies,
securities denominated in non-U.S. currencies, and other currency-related
investments, the portfolio is subject to currency risk, meaning that the
portfolio could experience losses based on changes in the exchange rate between
non-U.S. currencies and the U.S. dollar or as a result of currency conversion
costs. Currency exchange rates can be volatile, and are affected by factors
such as general economic conditions, the actions of the U.S. and foreign
governments or central banks, the imposition of currency controls and
speculation.

FORWARD FOREIGN CURRENCY TRANSACTIONS RISK. To the extent that the portfolio
enters into forward foreign currency transactions, it may not fully benefit
from or may lose money on the transactions if changes in currency rates do not
occur as anticipated or do not correspond accurately to changes in the value of
the portfolio's holdings, or if the counterparty defaults. Such transactions
may also prevent the portfolio from realizing profits on favorable movements in
exchange rates. Risk of counterparty default is greater for counterparties
located in emerging markets. The portfolio's ability to use forward foreign
currency transactions successfully depends on a number of factors, including
the forward foreign currency transactions being available at prices that are
not too costly, the availability of liquid markets, and the adviser's judgment
regarding the direction of changes in currency exchange rates.

MUNICIPAL SECURITIES RISK. Municipal issuers may be adversely affected by
rising health care costs, increasing unfunded pension liabilities and by the
phasing out of federal programs providing financial support. Unfavorable
conditions and developments relating to projects financed with municipal
securities can result in lower revenues to issuers of municipal securities.
Issuers often depend on revenues from those projects to make principal and
interest payments. The value of municipal securities can also be adversely
affected by changes in the financial condition of one or more individual
municipal issuers or insurers of municipal issuers, regulatory and political
developments, tax law changes or other legislative actions, and by
uncertainties and public perceptions concerning these and other factors. In
recent periods, an increasing number of municipal issuers in the United States
have defaulted on obligations and commenced insolvency proceedings. Financial
difficulties of municipal



                                       19
<PAGE>


More on the risks of investing in the portfolio

issuers may continue or get worse. To the extent the fund invests significantly
in a single state or in securities the payments on which are dependent upon a
single project or source of revenues, or that relate to a sector or industry,
the fund will be more susceptible to associated risks and developments.


EQUITY SECURITIES RISK. Equity securities are subject to the risk that stock
prices may rise and fall in periodic cycles and may perform poorly relative to
other investments. This risk may be greater in the short term. Equity
securities represent an ownership interest in an issuer, rank junior in a
company's capital structure to debt securities and consequently may entail
greater risk of loss than fixed income securities.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
subject to extensive government regulation.


RISKS OF INVESTING IN EVENT-LINKED BONDS. The return of principal and the
payment of interest on "event-linked" bonds are contingent on the
non-occurrence of a pre-defined "trigger" event, such as a hurricane or an
earthquake of a specific magnitude or other event that leads to physical or
economic loss. If a trigger event, as defined within the terms of an
event-linked bond, involves losses or other metrics exceeding a specific
magnitude in the geographic region and time period specified, the portfolio may
lose a portion or all of its accrued interest and/or principal invested in the
event-linked bond. In addition to the specified trigger events, event-linked
bonds may expose the portfolio to other risks, including but not limited to
issuer (credit) default, adverse regulatory or jurisdictional interpretations
and adverse tax consequences. Event-linked bonds are also subject to the risk
that the model used to calculate the probability of a trigger event was not
accurate and underestimated the likelihood of a trigger event. Upon the
occurrence or possible occurrence of a trigger event, and until the completion
of the processing and auditing of applicable loss claims, the portfolio's
investment in an event-linked bond may be priced using fair value methods. As a
relatively new type of financial instrument, there is limited trading history
for these securities, and there can be no assurance that a liquid market in
these instruments will develop. Lack of a liquid market may impose the risk of
higher transaction costs and the possibility that the portfolio may be forced
to liquidate positions when it would not be advantageous to do so.

RISKS OF INVESTING IN FLOATING RATE LOANS. Floating rate loans and similar
investments may be illiquid or less liquid than other investments. The value of
collateral, if any, securing a floating rate loan can decline or may be
insufficient to meet the issuer's obligations or may be difficult to liquidate.
No active trading market may exist for many floating rate loans, and many loans
are subject to restrictions on resale. Market quotations for these securities
may be volatile and/or subject to large spreads between bid and ask prices. Any
secondary market may be subject to irregular trading activity and extended
trade settlement periods. An economic downturn generally leads to a higher
non-payment rate, and a loan may lose significant value before a default
occurs.

RISKS OF INVESTING IN INVERSE FLOATING RATE OBLIGATIONS. The interest rate on
inverse floating rate obligations will generally decrease as short-term
interest rates increase, and increase as short-term rates decrease. Due to
their leveraged structure, the sensitivity of the market value of an inverse
floating rate obligation to changes in interest rates is generally greater than
a comparable long-term bond issued by the same issuer and with similar credit
quality, redemption and maturity provisions. Inverse floating rate obligations
may be volatile and involve leverage risk.


INFLATION-LINKED SECURITIES RISK. Unlike a conventional bond, whose issuer
makes regular fixed interest payments and repays the face value of the bond at
maturity, an inflation-indexed security provides principal payments and
interest payments, both of which are adjusted over time to reflect a rise
(inflation) or a drop (deflation) in the general price level. The inflation
index generally used is the non-seasonally adjusted index, which is not
statistically smoothed to overcome highs and lows observed at different points
each year. The


                                       20
<PAGE>


use of the non-seasonally adjusted index can cause the portfolio's income level
to fluctuate. As inflationary expectations increase, inflation-linked
securities will become more attractive, because they protect future interest
payments against inflation. Conversely, as inflationary concerns decrease,
inflation-linked securities will become less attractive and less valuable. The
non-seasonally adjusted index used may not accurately measure the real rate of
inflation. Inflation-linked securities may lose value or interest payments on
such securities may decline in the event that the actual rate of inflation is
different than the rate of the non-seasonally adjusted index, and losses may
exceed those experienced by other debt securities with similar durations. The
values of inflation-linked securities may not be directly correlated to changes
in interest rates, for example if interest rates rise for reasons other than
inflation.

RISKS OF ZERO COUPON BONDS, PAYMENT IN KIND, DEFERRED AND CONTINGENT PAYMENT
SECURITIES. Zero coupon bonds (which do not pay interest until maturity) and
payment in kind securities (which pay interest in the form of additional
securities) may be more speculative and may fluctuate more in value than
securities which pay income periodically and in cash. These securities are more
likely to respond to changes in interest rates than interest-bearing securities
having similar maturities and credit quality. These securities are more
sensitive to the credit quality of the underlying issuer. Payment in kind
securities may be difficult to value because their continuing accruals require
judgments about the collectability of the deferred payments and the value of
any collateral. Deferred interest securities are obligations that generally
provide for a period of delay before the regular payment of interest begins and
are issued at a significant discount from face value. The interest rate on
contingent payment securities is determined by the outcome of an event, such as
the performance of a financial index. If the financial index does not increase
by a prescribed amount, the portfolio may receive no interest.

Unlike bonds that pay interest throughout the period to maturity, the portfolio
generally will realize no cash until maturity and, if the issuer defaults, the
portfolio may obtain no return at all on its investment. In addition, although
the portfolio receives no periodic cash payments on such securities, the
portfolio is deemed for tax purposes to receive income from such securities,
which applicable tax rules require the portfolio to distribute to shareholders.
Such distributions may be taxable when distributed to taxable shareholders and,
in addition, could reduce the portfolio's reserve position and require the
portfolio to sell securities and incur a gain or loss at a time it may not
otherwise want in order to provide the cash necessary for these distributions.

DERIVATIVES RISK. Using swaps, futures and other derivatives exposes the
portfolio to additional risks, may increase the volatility of the portfolio's
net asset value and may not provide the expected result. Derivatives may have a
leveraging effect on the portfolio, and they can disproportionately increase
losses and reduce opportunities for gain when market prices, interest rates or
currencies, or the derivative instruments themselves, behave in a way not
anticipated by the portfolio, especially in abnormal market conditions. Some
derivatives have the potential for unlimited loss, regardless of the size of
the portfolio's initial investment. If changes in a derivative's value do not
correspond to changes in the value of the portfolio's other investments or do
not correlate well with the underlying assets, rate or index, the portfolio may
not fully benefit from, or could lose money on, or could experience unusually
high expenses as a result of, the derivative position. Derivatives involve the
risk of loss if the counterparty defaults on its obligation or if the clearing
firm through which the derivative has been traded becomes insolvent. Certain
derivatives may be less liquid, which may reduce the returns of the portfolio
if it cannot sell or terminate the derivative at an advantageous time or price.
The portfolio also may have to sell assets at inopportune times to satisfy its
obligations. The portfolio may be unable to terminate or sell its derivative
positions. In fact, many over-the-counter derivative instruments will not have
liquidity beyond the counterparty to the instrument. Some derivatives may
involve the risk of improper valuation. The portfolio's use of derivatives may
also increase the amount of taxes payable by shareholders. Suitable derivatives
may not be available in all circumstances or at reasonable prices and may not
be used by the portfolio for a variety of reasons. Risks associated with the
use of derivatives are magnified to the extent that a large portion of the
portfolio's assets are committed to derivatives in general or are invested in
just one or a few types of derivatives. New regulations are changing the
derivatives markets. The regulations may



                                       21
<PAGE>


More on the risks of investing in the portfolio

make using derivatives more costly, may limit their availability, or may
otherwise adversely affect their value or performance. For derivatives that are
required to be traded through a clearinghouse or exchange, the portfolio also
will be exposed to the credit risk of the clearinghouse and the broker that
submits trades for the portfolio. It is possible that certain derivatives that
are required to be cleared, such as certain swap contracts, will not be
accepted for clearing. In addition, regulated trading facilities for swap
contracts are relatively new; they may not function as intended, which could
impair the ability to enter into swap contracts. The extent and impact of the
regulations are not yet fully known and may not be for some time. The
portfolio's ability to use certain derivative instruments currently is limited
by Commodity Futures Trading Commission rules.

CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative
instrument, involve special risks and may result in losses to the portfolio.
Credit default swaps may in some cases be illiquid, and they increase credit
risk since the portfolio has exposure to both the issuer of the referenced
obligation and the counterparty to the credit default swap. Swaps may be
difficult to unwind or terminate. Certain index-based credit default swaps are
structured in tranches, whereby junior tranches assume greater default risk
than senior tranches. The absence of a central exchange or market for swap
transactions has led, in some instances, to difficulties in trading and
valuation, especially in the event of market disruptions. New regulations
require many kinds of swaps to be executed through a regulated exchange or
market facility and cleared through a regulated clearinghouse. The
establishment of a centralized exchange or market for swap transactions may
disrupt or limit the swap market and may not result in swaps being easier to
trade or value. Market-traded swaps may become more standardized, and the
portfolio may not be able to enter into swaps that meet its investment needs.
The portfolio also may not be able to find a clearinghouse willing to accept
the swaps for clearing. The new regulations may make using swaps more costly,
may limit their availability, or may otherwise adversely affect their value or
performance. The portfolio will be required to trade many swaps through a
broker who is a member of the clearinghouse. The broker may require the
portfolio to post margin to the broker as a down payment on the portfolio's
obligations and may change the amount of margin required from time to time. The
fund may not be able to recover margin amounts if the broker has financial
difficulties. Also, the broker may require the portfolio to terminate a
derivatives position under certain circumstances. This may cause the portfolio
to lose money. The clearinghouse will be the portfolio's counterparty for the
derivatives trades. The portfolio will take the risk that the counterparty
defaults. The portfolio also may be exposed to additional risks as a result of
the new regulations. The extent and impact of the new regulations are not yet
fully known and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


REPURCHASE AGREEMENT RISK. In the event that the other party to a repurchase
agreement defaults on its obligations, the portfolio may encounter delay and
incur costs before being able to sell the security. Such a delay may involve
loss of interest or a decline in price of the security. In addition, if the
portfolio is characterized by a court as an unsecured creditor, it would be at
risk of losing some or all of the principal and interest involved in the
transaction.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on days when
the portfolio is holding fair-valued securities may receive fewer or more
shares or lower or higher redemption proceeds than they would have received if
the portfolio had not fair-valued the security or had



                                       22
<PAGE>


used a different valuation methodology. The value of foreign securities,
certain fixed income securities and currencies, as applicable, may be
materially affected by events after the close of the market on which they are
valued, but before the portfolio determines its net asset value.

CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objective.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       23
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, selects the portfolio's
investments and oversees the portfolio's operations.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio is the responsibility of Kenneth J.
Taubes. Mr. Taubes is supported by portfolio managers Andrew Feltus and Charles
Melchreit and the fixed income team. Members of this team manage other Pioneer
funds investing primarily in fixed income securities. The portfolio manager and
the team also may draw upon the research and investment management expertise of
the global research teams, which provide fundamental and quantitative research
on companies and include members from one or more of Pioneer's affiliates.

Mr. Taubes, executive vice president and chief investment officer, U.S. of
Pioneer, is responsible for overseeing the U.S. and global fixed income teams.
He joined Pioneer as a senior vice president in September 1998 and has been an
investment professional since 1982. Mr. Taubes has served as portfolio manager
of the portfolio since 1999.

Mr. Feltus, director of high yield and senior vice president, joined Pioneer in
1994 and has served as a portfolio manager of the portfolio since 2012.

Mr. Melchreit, senior vice president, joined Pioneer in 2006 and has served as
a portfolio manager of the portfolio since 2012.


The portfolio's 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
the portfolio.


MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.65% of the portfolio's average daily net assets. The fee is normally
accrued daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.65% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



                                       24
<PAGE>

DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


                                       25
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated.


The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.


Senior loans are valued at the mean between the last available bid and asked
prices for one or more brokers or dealers as obtained from an independent third
party pricing service. If no reliable prices are available from either the
primary or an alternative pricing service, broker quotes will be solicited.
Event linked bonds are valued at the bid price obtained from an independent
third party pricing service.


The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
approved by the Board of Trustees using a variety of techniques and methods.
The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily


                                       26
<PAGE>

available or may be unreliable - the portfolio may use fair value methods more
frequently than funds that primarily invest in securities that are more widely
traded. Valuing securities using fair value methods may cause the net asset
value of the portfolio's shares to differ from the net asset value that would
be calculated only using market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       27
<PAGE>

Shareholder information

PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       28
<PAGE>

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       29
<PAGE>

Shareholder information

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       30
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       31
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER STRATEGIC INCOME VCT PORTFOLIO


CLASS I



<TABLE>
<CAPTION>
                                                                               YEAR       YEAR
                                                                               ENDED      ENDED
                                                                             12/31/13   12/31/12
                                                                            ---------- ----------
<S>                                                                         <C>        <C>
Net asset value, beginning of period                                         $ 10.76    $ 10.24
                                                                             -------    -------
Increase (decrease) from investment operations:
 Net investment income                                                       $  0.43    $  0.48
 Net realized and unrealized gain (loss) on investments, futures contracts
  and foreign currency transactions                                            (0.31)      0.67
                                                                             -------    -------
  Net increase (decrease) from investment operations                         $  0.12    $  1.15
Distributions to shareowners:
 Net investment income                                                         (0.45)     (0.53)
 Net realized gain                                                             (0.06)     (0.10)
                                                                             -------    -------
Total distributions                                                          $ (0.51)   $ (0.63)
                                                                             -------    -------
Net increase (decrease) in net asset value                                   $ (0.39)   $  0.52
                                                                             -------    -------
Net asset value, end of period                                               $ 10.37    $ 10.76
                                                                             -------    -------
Total return*                                                                   1.17%     11.43%
Ratio of net expenses to average net assets                                     1.23%      1.27%
Ratio of net investment income to average net assets                            3.97%      4.24%
Portfolio turnover rate                                                           30%        25%
Net assets, end of period (in thousands)                                     $10,243    $10,931



<CAPTION>
                                                                                  YEAR          YEAR          YEAR
                                                                                 ENDED          ENDED         ENDED
                                                                                12/31/11      12/31/10      12/31/09
                                                                            --------------- ------------ --------------
<S>                                                                         <C>             <C>          <C>
Net asset value, beginning of period                                           $  10.63       $  10.07      $  8.91
                                                                               --------       --------      -------
Increase (decrease) from investment operations:
 Net investment income                                                         $   0.63       $   0.55      $  0.61(a)
 Net realized and unrealized gain (loss) on investments, futures contracts
  and foreign currency transactions                                               (0.43)          0.59         1.85
                                                                               --------       --------      -------
  Net increase (decrease) from investment operations                           $   0.20       $   1.14      $  2.46
Distributions to shareowners:
 Net investment income                                                            (0.54)         (0.58)       (0.78)
 Net realized gain                                                                (0.05)             -        (0.52)
                                                                               --------       --------      -------
Total distributions                                                            $  (0.59)      $  (0.58)     $ (1.30)
                                                                               --------       --------      -------
Net increase (decrease) in net asset value                                     $  (0.39)      $   0.56      $  1.16
                                                                               --------       --------      -------
Net asset value, end of period                                                 $  10.24       $  10.63      $ 10.07
                                                                               --------       --------      -------
Total return*                                                                      1.90%(b)      11.61%       29.73%
Ratio of net expenses to average net assets                                        1.22%          1.23%        1.28%
Ratio of net investment income to average net assets                               5.30%          5.25%        6.43%
Portfolio turnover rate                                                              43%            92%          71%
Net assets, end of period (in thousands)                                       $ 11,312       $ 15,494      $15,096
</TABLE>


(a)        Net investment income per share has been calculated using the
           average shares method.
(b)        If the Portfolio had not recognized gains in settlement of class
           action lawsuits during the year ended December 31, 2011, the total
           return would have been 1.83%.

*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.


NOTE: The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, and sales charges.



                                       32
<PAGE>

                                     Notes
<PAGE>

Pioneer Variable Contracts Trust
PIONEER STRATEGIC INCOME VCT PORTFOLIO
CLASS I SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   20538-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>


<PAGE>

PIONEER STRATEGIC INCOME VCT PORTFOLIO
--------------------------------------------------------------------------------
A portfolio of Pioneer Variable Contracts Trust






                                                         Class II Shares



                                                         Prospectus, May 1, 2014


CONTENTS
--------------------------------------------------------------------------------

<TABLE>
<S>                                                     <C>
Portfolio summary......................................  1
More on the portfolio's investment objective
and strategies......................................... 10
More on the risks of investing in the portfolio........ 15
Management............................................. 24
Pricing of shares...................................... 26
Shareholder information................................ 28
Distributions and taxes................................ 31
Financial highlights................................... 32
</TABLE>

Neither the Securities and Exchange Commission nor any state securities agency
has approved or disapproved the portfolio's shares or determined whether this
prospectus

[GRAPHIC APPEARS HERE]





is accurate or complete. Any representation to the contrary is a crime.
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


Portfolio summary

INVESTMENT OBJECTIVE

A high level of current income.


FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the portfolio. YOUR COSTS WOULD BE HIGHER IF FEES OR SALES CHARGES
IMPOSED BY A VARIABLE CONTRACT FOR WHICH THE PORTFOLIO IS AN INVESTMENT OPTION
WERE INCLUDED. Please consult your insurance company's separate account
prospectus or disclosure document for more information.



<TABLE>
<CAPTION>
ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)   CLASS II
----------------------------------------------------------------------------------- ---------
<S>                                                                                 <C>
Management Fees                                                                        0.65%
-----------------------------------------------------------------------------------     ----
Distribution and Service (12b-1) Fees                                                  0.25%
-----------------------------------------------------------------------------------     ----
Other Expenses                                                                         0.57%
-----------------------------------------------------------------------------------     ----
Total Annual Portfolio Operating Expenses                                              1.47%
-----------------------------------------------------------------------------------     ----
</TABLE>


EXAMPLE
This example is intended to help you compare the cost of investing in the
portfolio with the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the portfolio for the time periods shown and then
redeem all of your shares at the end of those periods. It also assumes that (a)
your investment has a 5% return each year and (b) the portfolio's total annual
operating expenses remain the same. This example does not reflect any fees or
sales charges imposed by a Variable Contract for which the portfolio is an
investment option. If they were included, your costs would be higher.

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



<TABLE>
<CAPTION>
             NUMBER OF YEARS YOU OWN YOUR
                        SHARES
             (WITH OR WITHOUT REDEMPTION)
           ---------------------------------
              1       3       5        10
           ------- ------- ------- ---------
<S>        <C>     <C>     <C>     <C>
Class II   $150    $465    $803    $1,757
---------- ----    ----    ----    ------
</TABLE>


PORTFOLIO TURNOVER

The portfolio pays transaction costs, such as commissions, when it buys and
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs. These costs, which are not
reflected in annual portfolio operating expenses or in the example, affect the
portfolio's performance. During the most recent fiscal year, the portfolio
turnover rate was 30% of the average value of the portfolio.



PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its net assets (plus the amount
of borrowings, if any, for investment purposes) in debt securities. Derivative
investments that provide exposure to debt securities or have similar economic
characteristics may be used to satisfy the portfolio's 80% policy. The
portfolio has the flexibility to invest in a broad range of issuers and
segments of the debt securities markets. The portfolio's investment adviser
allocates the portfolio's investments among the following three segments of the
debt markets:

oBelow investment grade (high yield or "junk bond") securities of U.S. and
  non-U.S. issuers
oInvestment grade securities of U.S. issuers
oInvestment grade securities of non-U.S. issuers


The adviser's allocations among the segments of the debt markets depend upon
its outlook for economic, interest rate and political trends. At any given
time, the portfolio may have a substantial amount of its assets in any one of
such segments. The portfolio may invest in securities of issuers in any market
capitalization range, industry or market sector.



                                       1
<PAGE>

Portfolio summary

The portfolio invests primarily in debt securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities or non-U.S. governmental
entities; debt securities of U.S. and non-U.S. corporate issuers (including
convertible debt); and mortgage-related securities, including "sub-prime"
mortgages, and asset-backed securities.


The portfolio invests in securities with a broad range of maturities and
maintains an average portfolio maturity which varies based upon the judgment of
the portfolio's investment adviser. The portfolio's investments may have fixed
or variable principal payments and all types of interest rate payment and reset
terms, including fixed rate, adjustable rate, floating rate, zero coupon,
contingent, deferred, payment in kind and auction rate features. The
portfolio's investments may include instruments that allow for balloon payments
or negative amortization payments.

Depending upon the adviser's allocation among market segments, up to 70% of the
portfolio's total assets may be in debt securities rated below investment grade
at the time of purchase or determined to be of equivalent quality by the
adviser. Up to 20% of the portfolio's total assets may be invested in debt
securities rated below CCC by Standard & Poor's Financial Services LLC or the
equivalent by another nationally recognized statistical rating organization or
determined to be of equivalent credit quality by the adviser. The portfolio's
investments in debt securities rated below investment grade may include
securities that are in default. The portfolio may invest in subordinated debt
securities, event-linked bonds and other insurance-linked securities, and
municipal securities. The portfolio may also invest in Treasury Inflation
Protected Securities ("TIPS") and other inflation-linked debt securities.


Up to 85% of the portfolio's total assets may be in debt securities of non-U.S.
corporate and governmental issuers, including debt securities of corporate and
governmental issuers in emerging markets.

The portfolio may invest up to 20% of its total assets in equity securities,
including common stocks, preferred stocks, rights, warrants, depositary
receipts, exchange-traded funds (ETFs) that invest primarily in equity
securities and equity interests in real estate trusts (REITs).


The portfolio may, but is not required to, use derivatives, such as credit
default swaps, forward foreign currency exchange contracts, and bond and
interest rate futures. The portfolio may use derivatives for a variety of
purposes, including: in an attempt to hedge against adverse changes in the
market price of securities, interest rates or currency exchange rates; as a
substitute for purchasing or selling securities; to attempt to increase the
portfolio's return as a non-hedging strategy that may be considered
speculative; and to manage portfolio characteristics. The portfolio may choose
not to make use of derivatives for a variety of reasons, and any use may be
limited by applicable law and regulations. The portfolio also may hold cash or
other short-term investments.


The adviser considers both broad economic and issuer specific factors in
selecting investments. In assessing the appropriate maturity, rating, sector
and country weightings of the portfolio, the adviser considers a variety of
factors that are expected to influence economic activity and interest rates.
The adviser selects individual securities to buy and sell based upon such
factors as a security's yield, liquidity and rating, an assessment of credit
quality, and sector and issuer diversification.


PRINCIPAL RISKS OF INVESTING IN THE PORTFOLIO
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. High public debt in the U.S. and
other countries creates ongoing and systemic market



                                       2
<PAGE>


risks and policymaking uncertainty. The financial crisis that began in 2008 has
caused a significant decline in the value and liquidity of many securities of
issuers worldwide. Governmental and non-governmental issuers have defaulted on,
or been forced to restructure, their debts, and many other issuers have faced
difficulties obtaining credit. These market conditions may continue, worsen or
spread, including in the U.S., Europe and beyond. Further defaults or
restructurings by governments and others of their debt could have additional
adverse effects on economies, financial markets and asset valuations around the
world. In response to the crisis, the U.S. and other governments and the
Federal Reserve and certain foreign central banks have taken steps to support
financial markets, including by keeping interest rates at historically low
levels. More recently, the Federal Reserve has reduced its market support
activities. Further reduction or withdrawal of this support, failure of efforts
in response to the crisis, or investor perception that these efforts are not
succeeding could negatively affect financial markets generally as well as
increase market volatility and reduce the value and liquidity of certain
securities. Whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and in other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position.

HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default.

INTEREST RATE RISK. Interest rates may go up, causing the value of the
portfolio's investments to decline (this risk generally will be greater for
securities with longer maturities or durations). Interest rates in the U.S.
recently have been historically low and are expected to rise.

CREDIT RISK. If an issuer or guarantor of a security held by the portfolio or a
counterparty to a financial contract with the portfolio defaults on its
obligation to pay principal and/or interest, has its credit rating downgraded
or is perceived to be less creditworthy, or the credit quality or value of any
underlying assets declines, the value of your investment will decline. Credit
risk is broadly gauged by the credit ratings of the securities in which the
portfolio invests. However, ratings are only the opinions of the companies
issuing them and are not guarantees as to quality.


PREPAYMENT OR CALL RISK. Many issuers have a right to prepay their securities.
If interest rates fall, an issuer may exercise this right. If this happens, the
portfolio will be forced to reinvest prepayment proceeds at a time when yields
on securities available in the market are lower than the yield on the prepaid
security. The portfolio also may lose any premium it paid on the security.


EXTENSION RISK. During periods of rising interest rates, the average life of
certain types of securities may be extended because of slower than expected
principal payments. This may lock in a below market interest rate, increase the
security's duration and reduce the value of the security.

LIQUIDITY RISK. Some securities and derivatives held by the portfolio may be
impossible or difficult to sell or unwind, particularly during times of market
turmoil. Illiquid securities and derivatives also may be difficult to value. If
the portfolio is forced to sell an illiquid asset or unwind a derivatives
position to meet redemption requests or other cash needs, the portfolio may be
forced to sell at a loss.


PORTFOLIO SELECTION RISK. The adviser's judgment about the quality, relative
yield, relative value or market trends affecting a particular sector or region,
market segment, security or about interest rates generally may prove to be
incorrect.


                                       3
<PAGE>

Portfolio summary

U.S. GOVERNMENT AGENCY OBLIGATIONS RISK. The portfolio invests in obligations
issued by agencies and instrumentalities of the U.S. government.
Government-sponsored entities such as Federal National Mortgage Association
(Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and the
Federal Home Loan Banks (FHLBs), although chartered or sponsored by Congress,
are not funded by congressional appropriations and the debt and mortgage-backed
securities issued by them are neither guaranteed nor issued by the U.S.
government. Such debt and mortgage-backed securities are subject to the risk of
default on the payment of interest and/or principal, similar to debt of private
issuers. Although the U.S. government has provided financial support to Fannie
Mae and Freddie Mac in the past, there can be no assurance that it will support
these or other government-sponsored entities in the future.


MORTGAGE-RELATED AND ASSET-BACKED SECURITIES RISK. The value of
mortgage-related and asset-backed securities will be influenced by factors
affecting the housing market and the assets underlying such securities. As a
result, during periods of declining asset value, difficult or frozen credit
markets, swings in interest rates, or deteriorating economic conditions,
mortgage-related and asset-backed securities may decline in value, face
valuation difficulties, become more volatile and/or become illiquid. These
securities are also subject to prepayment and extension risks. Some of these
securities may receive little or no collateral protection from the underlying
assets and are thus subject to the risk of default. The risk of such defaults
is generally higher in the case of mortgage-backed investments that include
so-called "sub-prime" mortgages. The structure of some of these securities may
be complex and there may be less available information than for other types of
debt securities. Upon the occurrence of certain triggering events or defaults,
the portfolio may become the holder of underlying assets at a time when those
assets may be difficult to sell or may be sold only at a loss.

RISKS OF INSTRUMENTS THAT ALLOW FOR BALLOON PAYMENTS OR NEGATIVE AMORTIZATION
PAYMENTS. Certain debt instruments allow for balloon payments or negative
amortization payments. Such instruments permit the borrower to avoid paying
currently a portion of the interest accruing on the instrument. While these
features make the debt instrument more affordable to the borrower in the near
term, they increase the risk that the borrower will be unable to make the
resulting higher payment or payments that become due at the maturity of the
loan.


RISKS OF SUBORDINATED SECURITIES. A holder of securities that are subordinated
or "junior" to more senior securities of an issuer is entitled to payment after
holders of more senior securities of the issuer. Subordinated securities are
more likely to suffer a credit loss than non-subordinated securities of the
same issuer, any loss incurred by the subordinated securities is likely to be
proportionately greater, and any recovery of interest or principal may take
more time. As a result, even a perceived decline in creditworthiness of the
issuer is likely to have a greater impact on them.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include
different financial reporting practices and regulatory standards, less liquid
trading markets, extreme price volatility, currency risks, changes in economic,
political, regulatory and social conditions, sustained economic downturns,
financial instability, tax burdens, and investment and repatriation
restrictions. Lack of information and less market regulation also may affect
the value of these securities. Withholding and other non-U.S. taxes may
decrease the portfolio's return. Non-U.S. issuers may be located in parts of
the world that have historically been prone to natural disasters. Investing in
depositary receipts is subject to many of the same risks as investing directly
in non-U.S. issuers. Depositary receipts may involve higher expenses and may
trade at a discount (or premium) to the underlying security.

CURRENCY RISK. Because the portfolio may invest in non-U.S. currencies,
securities denominated in non-U.S. currencies, and other currency-related
investments, the portfolio is subject to currency risk, meaning that the
portfolio could experience losses based on changes in the exchange rate between
non-U.S. currencies and



                                       4
<PAGE>


the U.S. dollar or as a result of currency conversion costs. Currency exchange
rates can be volatile, and are affected by factors such as general economic
conditions, the actions of the U.S. and foreign governments or central banks,
the imposition of currency controls and speculation.

FORWARD FOREIGN CURRENCY TRANSACTIONS RISK. To the extent that the portfolio
enters into forward foreign currency transactions, it may not fully benefit
from or may lose money on the transactions if changes in currency rates do not
occur as anticipated or do not correspond accurately to changes in the value of
the portfolio's holdings, or if the counterparty defaults. Such transactions
may also prevent the portfolio from realizing profits on favorable movements in
exchange rates. Risk of counterparty default is greater for counterparties
located in emerging markets. The portfolio's ability to use forward foreign
currency transactions successfully depends on a number of factors, including
the forward foreign currency transactions being available at prices that are
not too costly, the availability of liquid markets, and the adviser's judgment
regarding the direction of changes in currency exchange rates.

MUNICIPAL SECURITIES RISK. Municipal issuers may be adversely affected by
rising health care costs, increasing unfunded pension liabilities, and by the
phasing out of federal programs providing financial support. Unfavorable
conditions and developments relating to projects financed with municipal
securities can result in lower revenues to issuers of municipal securities.
Issuers often depend on revenues from these projects to make principal and
interest payments. The value of municipal securities can also be adversely
affected by changes in the financial condition of one or more individual
municipal issuers or insurers of municipal issuers, regulatory and political
developments, tax law changes or other legislative actions, and by
uncertainties and public perceptions concerning these and other factors. In
recent periods, an increasing number of municipal issuers in the United States
have defaulted on obligations and commenced insolvency proceedings. Financial
difficulties of municipal issuers may continue or get worse. To the extent the
portfolio invests significantly in a single state or in securities the payments
on which are dependent upon a single project or source of revenues, or that
relate to a sector or industry, the portfolio will be more susceptible to
associated risks and developments.


EQUITY SECURITIES RISK. Equity securities represent an ownership interest in an
issuer, rank junior in a company's capital structure to debt securities and
consequently may entail greater risk of loss than debt securities. Equity
securities are subject to the risk that stock prices may rise and fall in
periodic cycles and may perform poorly relative to other investments. This risk
may be greater in the short term.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to that segment, and may experience greater
market fluctuation than a portfolio without the same focus.


RISKS OF INVESTING IN EVENT-LINKED BONDS. The return of principal and the
payment of interest on "event-linked" bonds are contingent on the
non-occurrence of a pre-defined "trigger" event, such as a hurricane or an
earthquake of a specific magnitude or other event that leads to physical or
economic loss. If a trigger event, as defined within the terms of an
event-linked bond, involves losses or other metrics exceeding a specific
magnitude in the geographic region and time period specified, the portfolio may
lose a portion or all of its accrued interest and/or principal invested in the
event-linked bond. In addition to the specified trigger events, event-linked
bonds may expose the portfolio to other risks, including but not limited to
issuer (credit) default, adverse regulatory or jurisdictional interpretations
and adverse tax consequences.


RISKS OF INVESTING IN FLOATING RATE LOANS. Floating rate loans and similar
investments may be illiquid or less liquid than other investments. The value of
collateral, if any, securing a floating rate loan can decline or may be
insufficient to meet the issuer's obligations or may be difficult to liquidate.
No active trading market may exist for many floating rate loans, and many loans
are subject to restrictions on resale. Market quotations for these securities
may be volatile and/or subject to large spreads between bid and ask prices. Any
secondary market may be subject to irregular trading activity and extended
trade settlement periods.


                                       5
<PAGE>


Portfolio summary

RISKS OF INVESTING IN INVERSE FLOATING RATE OBLIGATIONS. The interest rate on
inverse floating rate obligations will generally decrease as short-term
interest rates increase, and increase as short-term rates decrease. Due to
their leveraged structure, the sensitivity of the market value of an inverse
floating rate obligation to changes in interest rates is generally greater than
a comparable long-term bond issued by the same issuer and with similar credit
quality, redemption and maturity provisions. Inverse floating rate obligations
may be volatile and involve leverage risk.

INFLATION-LINKED SECURITIES RISK. The principal or interest of inflation-linked
securities such as TIPS is adjusted periodically to a specified rate of
inflation. The inflation index used may not accurately measure the real rate of
inflation. Inflation-linked securities may lose value or interest payments on
such securities may decline in the event that the actual rate of inflation is
different than the rate of the inflation index, and losses may exceed those
experienced by other debt securities with similar durations. The values of
inflation-linked securities may not be directly correlated to changes in
interest rates, for example if interest rates rise for reasons other than
inflation.

RISKS OF ZERO COUPON BONDS, PAYMENT IN KIND, DEFERRED AND CONTINGENT PAYMENT
SECURITIES. These securities may be more speculative and may fluctuate more in
value than securities which pay income periodically and in cash. In addition,
although the portfolio receives no periodic cash payments on such securities,
the portfolio is deemed for tax purposes to receive income from such
securities, which applicable tax rules require the portfolio to distribute to
shareholders. Such distributions may be taxable when distributed to taxable
shareholders.

DERIVATIVES RISK. Using swaps, futures and other derivatives can increase
portfolio losses and reduce opportunities for gains when market prices,
interest rates or the derivative instruments themselves behave in a way not
anticipated by the portfolio. Using derivatives may increase the volatility of
the portfolio's net asset value and may not provide the result intended.
Derivatives may have a leveraging effect on the portfolio. Some derivatives
have the potential for unlimited loss, regardless of the size of the
portfolio's initial investment. Changes in a derivative's value may not
correlate well with the referenced asset or metric. The portfolio also may have
to sell assets at inopportune times to satisfy its obligations. Derivatives may
be difficult to sell, unwind or value, and the counterparty may default on its
obligations to the portfolio. New regulations are changing the derivatives
markets. The regulations may make using derivatives more costly, may limit
their availability, or may otherwise adversely affect their value or
performance. For derivatives that are required to be traded through a
clearinghouse or exchange, the portfolio also will be exposed to the credit
risk of the clearinghouse and the broker that submits trades for the portfolio.
It is possible that certain derivatives that are required to be cleared, such
as certain swap contracts, will not be accepted for clearing. In addition,
regulated trading facilities for swap contracts are relatively new; they may
not function as intended, which could impair the ability to enter into swap
contracts. The extent and impact of the new regulations are not yet fully known
and may not be for some time.

CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative
instrument, involve special risks and may result in losses to the portfolio.
Credit default swaps may in some cases be illiquid, and they increase credit
risk since the portfolio has exposure to the issuer of the referenced
obligation and either the counterparty to the credit default swap or, if it is
a cleared transaction, the brokerage firm through which the trade was cleared
and the clearing organization that is the counterparty to that trade. In
addition, for cleared trades, the brokerage firm would impose margin
requirements and would be able to require termination of those trades in
certain circumstances. Certain credit default swaps will be required to be
traded on a regulated execution facility or contract market that makes them
available for trading. The transition to trading these swaps on such a facility
or contract market may not result in swaps being easier to trade or value and
may present certain execution risks if such a facility or contract market does
not operate properly. Swaps may be difficult to unwind or terminate. Certain
index-based credit default swaps are structured in tranches, whereby junior
tranches assume greater default risk than senior tranches. Once fully
implemented, new regulations



                                       6
<PAGE>


may make swaps more costly, may limit their availability, or may otherwise
adversely affect the value or performance of these instruments. The extent and
impact of these regulations are not yet fully known and may not be for some
time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


REPURCHASE AGREEMENT RISK. In the event that the other party to a repurchase
agreement defaults on its obligations, the portfolio may encounter delay and
incur costs before being able to sell the security. Such a delay may involve
loss of interest or a decline in price of the security. In addition, if the
portfolio is characterized by a court as an unsecured creditor, it would be at
risk of losing some or all of the principal and interest involved in the
transaction.

VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets
or that are valued using a fair value methodology. Investors who purchase or
redeem portfolio shares on days when the portfolio is holding fair-valued
securities may receive fewer or more shares or lower or higher redemption
proceeds than they would have received if the portfolio had not fair-valued the
security or had used a different valuation methodology.


EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


Please note that there are many other factors that could adversely affect your
investment and that could prevent the portfolio from achieving its goals.

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


THE PORTFOLIO'S PAST PERFORMANCE
The bar chart and table indicate the risks and volatility of an investment in
the portfolio by showing how the portfolio has performed in the past. The bar
chart shows changes in the performance of the portfolio's Class II shares from
calendar year to calendar year. The table shows the average annual total
returns for Class II shares of the portfolio over time and compares these
returns to the returns of the Barclays Capital U.S. Universal Index, a
broad-based measure of market performance that has characteristics relevant to
the portfolio's investment strategies.

The performance shown for Class II shares for periods prior to the commencement
of operations of Class II shares on May 1, 2003 is based on the performance of
Class I shares of the portfolio, reduced to reflect the higher distribution fee
of Class II shares.

The bar chart and table do not reflect any fees or expenses payable with
respect to a Variable Contract. Such fees and expenses will reduce your return.


The portfolio's past performance does not necessarily indicate how it will
perform in the future.

                                       7
<PAGE>

Portfolio summary

ANNUAL RETURN CLASS II SHARES (%)

(Year ended December 31)
[GRAPHIC APPEARS HERE]








<TABLE>
<CAPTION>
'04      '05    '06    '07    '08      '09     '10     '11    '12     '13
<S>      <C>    <C>    <C>    <C>      <C>     <C>     <C>    <C>     <C>
  9.95   2.49   6.24   6.17   -11.69   29.35   11.37   1.56   11.18   0.92
</TABLE>






For the period covered by the bar chart:
THE HIGHEST CALENDAR QUARTERLY RETURN WAS 12.55% (04/01/2009 TO 06/30/2009).
THE LOWEST CALENDAR QUARTERLY RETURN WAS -9.38% (10/01/2008 TO 12/31/2008).


AVERAGE ANNUAL TOTAL RETURN (%)

(for periods ended December 31, 2013)




<TABLE>
<CAPTION>
                                                                                             1 YEAR   5 YEARS
                                                                                           -------- ---------
<S>                                                                                        <C>      <C>
Class II                                                                                     0.92     10.42
------------------------------------------------------------------------------------------   ----     -----
Barclays Capital U.S. Universal Index (reflects no deduction for fees, expenses or taxes)   -1.35      5.41
------------------------------------------------------------------------------------------  -----     -----



<CAPTION>
                                                                                                            SINCE
                                                                                                        INCEPTION
                                                                                             10 YEARS  (07/29/99)
                                                                                           ---------- -----------
<S>                                                                                        <C>        <C>
Class II                                                                                       6.30         7.27
-------------------------------------------------------------------------------------------    ----         ----
Barclays Capital U.S. Universal Index (reflects no deduction for fees, expenses or taxes)      4.85         5.82
-------------------------------------------------------------------------------------------    ----         ----
</TABLE>


MANAGEMENT



<TABLE>
<S>                    <C>
INVESTMENT ADVISER     Pioneer Investment Management, Inc.
PORTFOLIO MANAGEMENT   Kenneth J. Taubes, executive vice president and chief investment officer, U.S.
                       of Pioneer (portfolio manager of the portfolio since 1999), Andrew Feltus,
                       director of high yield and senior vice president of Pioneer (portfolio manager of
                       the portfolio since 2012), and Charles Melchreit, senior vice president of
                       Pioneer (portfolio manager of the portfolio since 2012)
</TABLE>


TAX INFORMATION
Shares of the portfolio are held by life insurance company separate accounts
that fund the benefits under variable annuity and variable life insurance
contracts (Variable Contracts) issued by their companies and by certain
qualified pension and retirement plans (Qualified Plans). Owners of Variable
Contracts should read the prospectus of 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. Participants in a
Qualified Plan should consult their tax advisers regarding the tax consequences
of participating in and receiving distributions or other payments relating to
such plans.


                                       8
<PAGE>

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase the portfolio through a broker-dealer or other financial
intermediary (such as a bank), the portfolio and its related companies may pay
the intermediary for the sale of portfolio shares and related services. These
payments may create a conflict of interest by influencing the broker-dealer or
other intermediary and your salesperson or investment professional to recommend
the portfolio over another investment. Ask your salesperson or investment
professional or visit your financial intermediary's website for more
information.

In addition, shares of the portfolio are offered to insurance companies to fund
the benefits under Variable Contracts issued by their companies and are
additionally offered to Qualified Plans. The portfolio and its related
companies may pay the sponsoring insurance companies and their affiliated
broker-dealers and service providers for the sale of portfolio shares and
related services. These payments may create a conflict of interest by
influencing insurance companies to recommend the portfolio over another
investment. Your insurance company's separate account prospectus or disclosure
document may contain additional information about these payments.


                                       9
<PAGE>

More on the portfolio's investment objective
and strategies


INVESTMENT OBJECTIVE
A high level of current income.

The portfolio's investment objective may be changed without shareholder
approval. The portfolio will provide at least 30 days' notice prior to
implementing any change to its investment objective.


PRINCIPAL INVESTMENT STRATEGIES

Normally, the portfolio invests at least 80% of its net assets (plus the amount
of borrowings, if any, for investment purposes) in debt securities. Derivative
instruments that provide exposure to debt securities or have similar economic
characteristics may be used to satisfy the portfolio's 80% policy. The
portfolio has the flexibility to invest in a broad range of issuers and
segments of the debt securities markets. Pioneer Investment Management, Inc.
("Pioneer"), the portfolio's investment adviser, allocates the portfolio's
investments among the following three segments of the debt markets:

oBelow investment grade (high yield or "junk bond") securities of U.S. and
  non-U.S. issuers
oInvestment grade securities of U.S. issuers
oInvestment grade securities of non-U.S. issuers


Pioneer's allocations among the segments of the debt markets depend upon its
outlook for economic, interest rate and political trends. At any given time,
the portfolio may have a substantial amount of its assets in any one of such
segments. The portfolio may invest in securities of issuers in any market
capitalization range, industry or market sector.


The portfolio invests primarily in:
oDebt securities issued or guaranteed by the U.S. government, its agencies or
  instrumentalities or non-U.S. governmental entities
oDebt securities of U.S. and non-U.S. corporate issuers, including convertible
  debt
oMortgage-related securities, including "sub-prime" mortgages, and asset-backed
  securities


The portfolio invests in securities with a broad range of maturities and
maintains an average portfolio maturity which varies based upon the judgment of
Pioneer. The portfolio's investments may have fixed or variable principal
payments and all types of interest rate payment and reset terms, including
fixed rate, adjustable rate, floating rate, zero coupon, contingent, deferred,
payment in kind and auction rate features. The portfolio's investments may
include instruments that allow for balloon payments or negative amortization
payments.

Depending upon Pioneer's allocation among market segments, up to 70% of the
portfolio's total assets may be in debt securities rated below investment grade
at the time of purchase or determined to be of equivalent quality by Pioneer.
Up to 20% of the portfolio's total assets may be invested in debt securities
rated below CCC by Standard & Poor's Financial Services LLC or the equivalent
by another nationally recognized statistical rating organization or determined
to be of equivalent credit quality by Pioneer. The portfolio's investments in
debt securities rated below investment grade may include securities that are in
default. The portfolio may invest in subordinated debt securities, event-linked
bonds and other insurance-linked securities, and municipal securities. The
portfolio may also invest in Treasury Inflation Protected Securities ("TIPS")
and other inflation-linked debt securities.


Depending upon Pioneer's allocation among market segments, up to 85% of the
portfolio's total assets may be in debt securities of non-U.S. corporate and
governmental issuers, including debt securities of corporate and governmental
issuers in emerging markets.

The portfolio may invest up to 20% of its total assets in equity securities,
including common stocks, preferred stocks, rights, warrants, depositary
receipts, exchange-traded funds (ETFs) that invest primarily in equity
securities and equity interests in real estate trusts (REITs). The portfolio
may invest in equity securities as a


                                       10
<PAGE>

consequence of holding debt of the same issuer or when Pioneer believes they
offer the potential for capital gains or other portfolio management purposes,
although equity securities may not pay dividends or contribute to achieving the
portfolio's investment objective of a high level of current income.

Pioneer considers both broad economic and issuer specific factors in selecting
a portfolio designed to achieve the portfolio's investment objective. In
assessing the appropriate maturity, rating, sector and country weightings of
the portfolio, Pioneer considers a variety of factors that are expected to
influence economic activity and interest rates. These factors include
fundamental economic indicators, such as the rates of economic growth and
inflation, Federal Reserve monetary policy and the relative value of the U.S.
dollar compared to other currencies. Once Pioneer determines the preferable
portfolio characteristics, Pioneer selects individual securities based upon the
terms of the securities (such as yields compared to U.S. Treasuries or
comparable issuers), liquidity and rating, sector and issuer diversification.
Pioneer also employs fundamental research to assess an issuer's credit quality,
taking into account financial condition and profitability, future capital
needs, potential for change in rating, industry outlook, the competitive
environment and management ability. In making these portfolio decisions,
Pioneer relies on the knowledge, experience and judgment of its staff and the
staff of its affiliates who have access to a wide variety of research.



INVESTMENT GRADE SECURITIES
A debt security is considered investment grade if it is:
oRated BBB or higher at the time of purchase by Standard & Poor's Financial
  Services LLC;
oRated the equivalent rating by a nationally recognized statistical rating
  organization; or
oDetermined to be of equivalent credit quality by Pioneer

Securities in the lowest category of investment grade (i.e., BBB) are
 considered to have speculative characteristics.


BELOW INVESTMENT GRADE SECURITIES ("JUNK BONDS")

The portfolio may invest in debt securities rated below investment grade or, if
unrated, of equivalent quality as determined by Pioneer. A debt security is
below investment grade if it is rated BB or lower by Standard & Poor's
Financial Services LLC or the equivalent rating by another nationally
recognized statistical rating organization or determined to be of equivalent
credit quality by Pioneer. Debt securities rated below investment grade are
commonly referred to as "junk bonds" and are considered speculative. Below
investment grade debt securities involve greater risk of loss, are subject to
greater price volatility and are less liquid, especially during periods of
economic uncertainty or change, than higher quality debt securities. Below
investment grade securities also may be more difficult to value.


DEBT RATING CONSIDERATIONS
For purposes of the portfolio's credit quality policies, if a security receives
different ratings from nationally recognized statistical rating organizations,
the portfolio will use the rating chosen by the portfolio manager as most
representative of the security's credit quality. The ratings of nationally
recognized statistical rating organizations represent their opinions as to the
quality of the securities that they undertake to rate and may not accurately
describe the risks of the securities. A rating organization may have a conflict
of interest with respect to a security for which it assigns a quality rating.
In addition, there may be a delay between a change in the credit quality of a
security or other asset and a change in the quality rating assigned to the
security or other asset by a rating organization. If a rating organization
changes the quality rating assigned to one or more of the portfolio's
securities, Pioneer will consider if any action is appropriate in light of the
portfolio's investment objective and policies. An investor can still lose
significant amounts when investing in investment grade securities.


U.S. GOVERNMENT SECURITIES
The portfolio may invest in U.S. government securities. U.S. government
securities include obligations: directly issued by or supported by the full
faith and credit of the U.S. government, like Treasury bills, notes and bonds
and Government National Mortgage Association certificates; supported by the
right of the issuer to borrow


                                       11
<PAGE>

More on the portfolio's investment objective
and strategies

from the U.S. Treasury, like those of the Federal Home Loan Banks; supported by
the discretionary authority of the U.S. government to purchase the agency's
securities like those of the Federal National Mortgage Association; or
supported only by the credit of the issuer itself, like the Tennessee Valley
Authority.


MORTGAGE-BACKED SECURITIES
The portfolio may invest in mortgage-backed securities. Mortgage-backed
securities may be issued by private issuers, by government-sponsored entities
such as the Federal National Mortgage Association (Fannie Mae) or Federal Home
Loan Mortgage Corporation (Freddie Mac) or by agencies of the U.S. government,
such as the Government National Mortgage Association (Ginnie Mae).
Mortgage-backed securities represent direct or indirect participation in, or
are collateralized by and payable from, mortgage loans secured by real
property. The portfolio's investments in mortgage-related securities may
include mortgage derivatives and structured securities.


The portfolio may invest in collateralized mortgage obligations (CMOs). A CMO
is a mortgage-backed bond that is issued in multiple classes, each with a
specified fixed or floating interest rate and a final scheduled distribution
date. The holder of an interest in a CMO is entitled to receive specified cash
flows from a pool of underlying mortgages or other mortgage-backed securities.
Depending upon the class of CMO purchased, the holder may be entitled to
payment before the cash flow from the pool is used to pay holders of other
classes of the CMO or, alternatively, the holder may be paid only to the extent
that there is cash remaining after the cash flow has been used to pay other
classes. A subordinated interest may serve as a credit support for the senior
securities purchased by other investors.



ASSET-BACKED SECURITIES
The portfolio may invest in asset-backed securities. Asset-backed securities
represent participations in, or are secured by and payable from, assets such as
installment sales or loan contracts, leases, credit card receivables and other
categories of receivables. The portfolio's investments in asset-backed
securities may include derivative and structured securities.


The portfolio may invest in asset-backed securities issued by special entities,
such as trusts, that are backed by a pool of financial assets. The portfolio
may invest in collateralized debt obligations (CDOs), which include
collateralized bond obligations (CBOs), collateralized loan obligations (CLOs)
and other similarly structured securities. A CDO is a trust backed by a pool of
fixed income securities. The trust typically is split into two or more
portions, called tranches, which vary in credit quality, yield, credit support
and right to repayment of principal and interest. Lower tranches pay higher
interest rates but represent lower degrees of credit quality and are more
sensitive to the rate of defaults in the pool of obligations. Certain CDOs may
use derivatives, such as credit default swaps, to create synthetic exposure to
assets rather than holding such assets directly.



SUBORDINATED SECURITIES
The portfolio may invest in securities that are subordinated or "junior" to
more senior securities of the issuer. The investor in a subordinated security
of an issuer is entitled to payment after other holders of debt in that issuer.



NON-U.S. INVESTMENTS
The portfolio may invest in securities of non-U.S. issuers, including
securities of emerging markets issuers. Non-U.S. issuers are issuers that are
organized and have their principal offices outside of the United States.
Non-U.S. securities may be issued by non-U.S. governments, banks or
corporations, or private issuers, and certain supranational organizations, such
as the World Bank and the European Union. The portfolio considers emerging
market issuers to include issuers organized under the laws of an emerging
market country, issuers with a principal office in an emerging market country,
issuers that derive at least 50% of their gross revenues or profits from goods
or services produced in emerging markets, and emerging market governmental
issuers.


                                       12
<PAGE>

FLOATING RATE LOANS
Floating rate loans are provided by banks and other financial institutions to
large corporate customers. These loans are rated below investment grade, but
typically are secured with specific collateral and have a senior position in
the capital structure of the borrower. These loans typically have rates of
interest that are reset periodically by reference to a base lending rate, such
as the London Interbank Offered Rate (LIBOR), plus a premium.


EVENT-LINKED BONDS

The portfolio may invest in "event-linked" bonds, which sometimes are referred
to as "insurance-linked" or "catastrophe" bonds. Event-linked bonds are debt
obligations for which the return of principal and the payment of interest are
contingent on the non-occurrence of a pre-defined "trigger" event, such as a
hurricane or an earthquake of a specific magnitude or other event that leads to
physical or economic loss. For some event-linked bonds, the trigger event's
magnitude may be based on losses to a company or industry, industry indexes or
readings of scientific instruments rather than specified actual losses. The
portfolio is entitled to receive principal and interest payments so long as no
trigger event occurs of the description and magnitude specified by the
instrument.

Event-linked bonds may be issued by government agencies, insurance companies,
reinsurers, special purpose corporations or other on-shore or off-shore
entities. The portfolio may invest in interests in pooled entities that invest
primarily in event-linked bonds.


Event-linked bonds are typically rated by at least one nationally recognized
statistical rating agency, but also may be unrated. The rating for an
event-linked bond primarily reflects the rating agency's calculated probability
that a pre-defined trigger event will occur. This rating also assesses the
event-linked bond's credit risk and the model used to calculate the probability
of a trigger event.


DERIVATIVES

The portfolio may, but is not required to, use futures and options on
securities, indices and currencies, forward foreign currency exchange
contracts, bond and interest rate futures, swaps and other derivatives. The
portfolio also may enter into credit default swaps, which can be used to
acquire or to transfer the credit risk of a security or index of securities
without buying or selling the security or securities comprising the relevant
index. A derivative is a security or instrument whose value is determined by
reference to the value or the change in value of one or more securities,
currencies, indices or other financial instruments. The portfolio may use
derivatives for a variety of purposes, including:


oIn an attempt to hedge against adverse changes in the market prices of
  securities, interest rates or currency exchange rates

oAs a substitute for purchasing or selling securities
oTo attempt to increase the portfolio's return as a non-hedging strategy that
  may be considered speculative

oTo manage portfolio characteristics (for example, the duration or credit
  quality of the BAD CHARACTERportfolio)

The portfolio may choose not to make use of derivatives for a variety of
reasons, and any use may be limited by applicable law and regulations.



INVERSE FLOATING RATE OBLIGATIONS
The portfolio may invest in inverse floating rate obligations (a type of
derivative instrument). The interest rate on inverse floating rate obligations
will generally decrease as short-term interest rates increase, and increase as
short-term rates decrease. Due to their leveraged structure, the sensitivity of
the market value of an inverse floating rate obligation to changes in interest
rates is generally greater than a comparable long-term bond issued by the same
issuer and with similar credit quality, redemption and maturity provisions.
Inverse floating rate obligations may be volatile and involve leverage risk.


                                       13
<PAGE>

More on the portfolio's investment objective
and strategies


REPURCHASE AGREEMENTS
In a repurchase agreement, the portfolio purchases securities from a
broker/dealer or a bank, called the counterparty, upon the agreement of the
counterparty to repurchase the securities from the portfolio at a later date,
and at a specified price, which is typically higher than the purchase price
paid by the portfolio. The securities purchased serve as the portfolio's
collateral for the obligation of the counterparty to repurchase the securities.
If the counterparty does not repurchase the securities, the portfolio is
entitled to sell the securities, but the portfolio may not be able to sell them
for the price at which they were purchased, thus causing a loss. Additionally,
if the counterparty becomes insolvent, there is some risk that the portfolio
will not have a right to the securities, or the immediate right to sell the
securities.



CASH MANAGEMENT AND TEMPORARY INVESTMENTS
Normally, the portfolio invests substantially all of its assets to meet its
investment objective. The portfolio may invest the remainder of its assets in
securities with remaining maturities of less than one year or cash equivalents,
or may hold cash. For temporary defensive purposes, including during periods of
unusual cash flows, the portfolio may depart from its principal investment
strategies and invest part or all of its assets in these securities or may hold
cash. The portfolio may adopt a defensive strategy when the adviser believes
securities in which the portfolio normally invests have special or unusual
risks or are less attractive due to adverse market, economic, political or
other conditions. During such periods, it may be more difficult for the
portfolio to achieve its investment objective.


ADDITIONAL INVESTMENT STRATEGIES
In addition to the principal investment strategies discussed above, the
portfolio may also use other techniques, including the following non-principal
investment strategies.


REVERSE REPURCHASE AGREEMENTS AND BORROWING
The portfolio may enter into reverse repurchase agreements pursuant to which
the portfolio transfers securities to a counterparty in return for cash, and
the portfolio agrees to repurchase the securities at a later date and for a
higher price. Reverse repurchase agreements are treated as borrowings by the
portfolio, are a form of leverage and may make the value of an investment in
the portfolio more volatile and increase the risks of investing in the
portfolio. The portfolio also may borrow money from banks or other lenders for
temporary purposes. The portfolio may borrow up to 33 1/3% of its total assets.
Entering into reverse repurchase agreements and other borrowing transactions
may cause the portfolio to liquidate positions when it may not be advantageous
to do so in order to satisfy its obligations or meet segregation requirements.


SHORT-TERM TRADING
The portfolio usually does not trade for short-term profits. The portfolio will
sell an investment, however, even if it has only been held for a short time, if
it no longer meets the portfolio's investment criteria. If the portfolio does a
lot of trading, it may incur additional operating expenses, which would reduce
performance.


                                       14
<PAGE>

More on the risks of investing in the portfolio

PRINCIPAL INVESTMENT RISKS
You could lose money on your investment in the portfolio. As with any mutual
fund, there is no guarantee that the portfolio will achieve its objective.


MARKET RISK. The values of securities held by the portfolio may go up or down,
sometimes rapidly or unpredictably, due to general market conditions, such as
real or perceived adverse economic, political, or regulatory conditions,
inflation, changes in interest or currency rates, lack of liquidity in the bond
markets or adverse investor sentiment. Adverse market conditions may be
prolonged and may not have the same impact on all types of securities. The
values of securities may fall due to factors affecting a particular issuer,
industry or the securities market as a whole. The equity and debt capital
markets around the world have experienced unprecedented volatility in recent
periods. High public debt in the U.S. and other countries creates ongoing and
systemic market risks and policymaking uncertainty. The financial crisis that
began in 2008 has caused a significant decline in the value and liquidity of
many securities; in particular, the values of some sovereign debt and of
securities of issuers that invest in sovereign debt and related investments
have fallen, credit has become more scarce worldwide and there has been
significant uncertainty in the markets. Governmental and non-governmental
issuers have defaulted on, or been forced to restructure, their debts; and many
other issuers have faced difficulties refinancing existing obligations. These
market conditions may continue, worsen or spread, including in the U.S., Europe
and beyond. Further defaults or restructurings by governments and others of
their debt could have additional adverse effects on economies, financial
markets and asset valuations around the world. In response to the crisis, the
U.S. and other governments and the Federal Reserve and certain foreign central
banks have taken steps to support financial markets, including by keeping
interest rates at historically low levels. More recently, the Federal Reserve
has reduced its market support activities. Further reduction or withdrawal of
this support, failure of efforts in response to the crisis, or investor
perception that such efforts are not succeeding could negatively affect
financial markets generally as well as increase market volatility and reduce
the value and liquidity of certain securities. This environment could make
identifying investment risks and opportunities especially difficult for the
adviser, and whether or not the portfolio invests in securities of issuers
located in or with significant exposure to countries experiencing economic and
financial difficulties, the value and liquidity of the portfolio's investments
may be negatively affected. In addition, policy and legislative changes in the
U.S. and other countries are affecting many aspects of financial regulation.
The impact of these changes on the markets, and the practical implications for
market participants, may not be fully known for some time. The portfolio may
experience a substantial or complete loss on any individual security or
derivative position. Particularly during periods of declining or illiquid
markets, the portfolio may experience periods of heavy redemptions that could
cause the portfolio to liquidate its assets at inopportune times or at a loss
or depressed value, and could cause the remaining shareholders in the portfolio
to lose money. Such redemption risk is greater to the extent that the portfolio
has investors with large shareholdings, short investment horizons or
unpredictable cash flow needs.

HIGH YIELD OR "JUNK" BOND RISK. Debt securities that are below investment
grade, called "junk bonds," are speculative, have a higher risk of default or
are already in default, tend to be less liquid and are more difficult to value
than higher grade securities. Junk bonds tend to be volatile and more
susceptible to adverse events and negative sentiments. These risks are more
pronounced for securities that are already in default.

INTEREST RATE RISK. When interest rates rise, the value of fixed income
securities generally falls. A change in interest rates will not have the same
impact on all fixed income securities. Generally, the longer the maturity or
duration of a fixed income security, the greater the impact of a rise in
interest rates on the security's value. Calculations of duration and maturity
may be based on estimates and may not reliably predict a security's price
sensitivity to changes in interest rates. Moreover, securities can change in
value in response to other factors, such as credit risk. In addition, different
interest rate measures (such as short- and long-term interest rates and U.S.
and foreign interest rates), or interest rates on different types of securities
or securities of



                                       15
<PAGE>


More on the risks of investing in the portfolio

different issuers, may not necessarily change in the same amount or in the same
direction. When interest rates go down, the income received by the portfolio,
and the portfolio's yield, may decline. Interest rates in the U.S. recently
have been historically low, and are expected to rise.

Certain fixed income securities pay interest at variable or floating rates.
Variable rate securities tend to reset at specified intervals, while floating
rate securities may reset whenever there is a change in a specified index rate.
In most cases, these reset provisions reduce the impact of changes in market
interest rates on the value of the security. However, some securities do not
track the underlying index directly, but reset based on formulas that may
produce a leveraging effect; others may also provide for interest payments that
vary inversely with market rates. The market prices of these securities may
fluctuate significantly when interest rates change. Yield generated by the
portfolio may decline due to a decrease in market interest rates.

CREDIT RISK. If an obligor (such as the issuer itself or a party offering
credit enhancement) for a security held by the portfolio fails to pay,
otherwise defaults, is perceived to be less creditworthy, becomes insolvent or
files for bankruptcy, a security's credit rating is downgraded or the credit
quality or value of an underlying asset declines, the value of your investment
could decline. In addition, the portfolio may incur expenses to protect the
portfolio's interest in securities experiencing these events. Credit risk is
broadly gauged by the credit ratings of the securities in which the portfolio
invests. However, ratings are only the opinions of the companies issuing them
and are not guarantees as to quality.

PREPAYMENT OR CALL RISK. Many fixed income securities give the issuer the
option to prepay or call the security prior to its maturity date. Issuers often
exercise this right when interest rates fall. Accordingly, if the portfolio
holds a fixed income security that can be prepaid or called prior to its
maturity date, it will not benefit fully from the increase in value that other
fixed income securities generally experience when interest rates fall. Upon
prepayment of the security, the portfolio also would be forced to reinvest the
proceeds at then current yields, which would be lower than the yield of the
security that was prepaid or called. In addition, if the portfolio purchases a
fixed income security at a premium (at a price that exceeds its stated par or
principal value), the portfolio may lose the amount of the premium paid in the
event of prepayment.


EXTENSION RISK. During periods of rising interest rates, the average life of
certain types of securities may be extended because of slower than expected
principal payments. This may lock in a below market interest rate, increase the
security's duration (the estimated period until the security is paid in full)
and reduce the value of the security.

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


LIQUIDITY RISK. Liquidity risk exists when particular investments are
impossible or difficult to sell. Although most of the portfolio's securities
and other investments must be liquid at the time of investment, securities and
other investments may become illiquid after purchase by the portfolio,
particularly during periods of market turmoil. Markets may become illiquid
when, for instance, there are few, if any, interested buyers and sellers or
when dealers are unwilling to make a market for certain securities. When the
portfolio holds illiquid investments, its portfolio may be harder to value,
especially in changing markets. If the portfolio is forced to sell or unwind
these investments to meet redemptions or for other cash needs, the portfolio
may suffer a loss. In addition, when there is illiquidity in the market for
certain securities or other investments, the portfolio, due to limitations on
investments in illiquid securities, may be unable to achieve its desired level
of exposure to a certain sector. If an auction fails for an auction rate
security, there may be no secondary market for the security and the portfolio
may be forced to hold the security until the security is refinanced by the
issuer or a secondary market develops. To the extent the portfolio holds a
material percentage of the outstanding debt securities of an issuer, this
practice may impact adversely the liquidity and market value of those
investments.



                                       16
<PAGE>

PORTFOLIO SELECTION RISK. The adviser's judgment about the quality, relative
yield, relative value or market trends affecting a particular sector or region,
market segment, security or about interest rates generally may prove to be
incorrect.

U.S. GOVERNMENT AGENCY OBLIGATIONS RISK. The portfolio invests in obligations
issued by agencies and instrumentalities of the U.S. government.
Government-sponsored entities such as Fannie Mae, Freddie Mac and the Federal
Home Loan Banks (FHLBs), although chartered or sponsored by Congress, are not
funded by congressional appropriations and the debt and mortgage-backed
securities issued by them are neither guaranteed nor issued by the U.S.
government. Such debt and mortgage-backed securities are subject to the risk of
default on the payment of interest and/or principal, similar to debt of private
issuers. Although the U.S. government has provided financial support to Fannie
Mae and Freddie Mac in the past, there can be no assurance that it will support
these or other government-sponsored entities in the future.


MORTGAGE-RELATED AND ASSET-BACKED SECURITIES RISK. The repayment of certain
mortgage-backed and asset-backed securities depends primarily on the cash
collections received from the issuer's underlying asset portfolio and, in
certain cases, the issuer's ability to issue replacement securities. As a
result, there could be losses to the portfolio in the event of credit or market
value deterioration in the issuer's underlying portfolio, mismatches in the
timing of the cash flows of the underlying asset interests and the repayment
obligations of maturing securities, or the issuer's inability to issue new or
replacement securities. These securities are also subject to prepayment and
extension risks. Upon the occurrence of certain triggering events or defaults,
the portfolio may become the holder of underlying assets at a time when those
assets may be difficult to sell or may be sold only at a loss. In the event of
a default, the value of the underlying collateral may be insufficient to pay
certain expenses, such as litigation and foreclosure expenses, and inadequate
to pay any principal or unpaid interest. Privately issued mortgage-backed and
asset-backed securities are not traded on an exchange and may have a limited
market. Without an active trading market, these securities may be particularly
difficult to value given the complexities in valuing the underlying collateral.


Certain mortgage-backed and asset-backed securities may pay principal only at
maturity or may represent only the right to receive payments of principal or
interest on the underlying obligations, but not both. The value of these types
of instruments may change more drastically than debt securities that pay both
principal and interest during periods of changing interest rates. Principal
only instruments generally increase in value if interest rates decline, but are
also subject to the risk of prepayment. Interest only instruments generally
increase in value in a rising interest rate environment when fewer of the
underlying obligations are prepaid. Interest only instruments could lose their
entire value in a declining interest rate environment if the underlying
obligations are prepaid.

Unlike mortgage-related securities issued or guaranteed by the U.S. government
or its agencies and instrumentalities, mortgage-related securities issued by
private issuers do not have a government or government-sponsored entity
guarantee (but may have other credit enhancement), and may, and frequently do,
have less favorable collateral, credit risk or other characteristics. The
portfolio may invest in other mortgage-related securities, including mortgage
derivatives and structured securities. These securities typically are not
secured by real property. Because these securities have embedded leverage
features, small changes in interest or prepayment rates may cause large and
sudden price movements. These securities also can become illiquid and difficult
to value in volatile or declining markets.

Mortgage-backed securities are particularly susceptible to prepayment and
extension risks, because prepayments on the underlying mortgages tend to
increase when interest rates fall and decrease when interest rates rise.



                                       17
<PAGE>


More on the risks of investing in the portfolio

The value of mortgage-backed and asset-backed securities may be affected by
changes in credit quality or value of the mortgage loans or other assets that
support the securities. In addition, for mortgage-backed securities, when
market conditions result in an increase in the default rates on the underlying
mortgages and the foreclosure values of the underlying real estate are below
the outstanding amount of the underlying mortgages, collection of the full
amount of accrued interest and principal on these investments may be less
likely.


The portfolio may invest in CMOs. Principal prepayments on the underlying
mortgage loans may cause a CMO to be retired substantially earlier than its
stated maturity or final distribution date. If there are defaults on the
underlying mortgage loans, the portfolio will be less likely to receive
payments of principal and interest, and will be more likely to suffer a loss.
This risk may be increased to the extent the underlying mortgages include
sub-prime mortgages. As market conditions change, and particularly during
periods of rapid or unanticipated changes in market interest rates, the
attractiveness of a CMO class and the ability of the structure to provide the
anticipated investment characteristics may be significantly reduced. Such
changes can result in volatility in the market value, and in some instances
reduced liquidity, of a CMO class.


In response to the financial crisis that began in 2008, the Federal Reserve has
attempted to keep mortgage rates low by acting as a buyer of mortgage-backed
assets. It is anticipated that this support will end, and mortgage rates may
rise and prices of mortgage-backed securities may fall when that happens. To
the extent the portfolio's assets are invested in mortgage-backed securities,
returns to portfolio investors may decline.

Asset-backed securities are structured like mortgage-backed securities and are
subject to many of the same risks. The ability of an issuer of asset-backed
securities to enforce its security interest in the underlying asset or to
otherwise recover from the underlying obligor may be limited. Certain
asset-backed securities present a heightened level of risk because, in the
event of default, the liquidation value of the underlying assets may be
inadequate to pay any unpaid principal or interest.

RISKS OF INSTRUMENTS THAT ALLOW FOR BALLOON PAYMENTS OR NEGATIVE AMORTIZATION
PAYMENTS. Certain debt instruments allow for balloon payments or negative
amortization payments. Such instruments permit the borrower to avoid paying
currently a portion of the interest accruing on the instrument. While these
features make the debt instrument more affordable to the borrower in the near
term, they increase the risk that the borrower will be unable to make the
resulting higher payment or payments that become due at the maturity of the
loan.


RISKS OF SUBORDINATED SECURITIES. A holder of securities that are subordinated
or "junior" to more senior securities of an issuer is entitled to payment after
holders of more senior securities of the issuer. Subordinated securities are
more likely to suffer a credit loss than non-subordinated securities of the
same issuer, any loss incurred by the subordinated securities is likely to be
proportionately greater, and any recovery of interest or principal may take
more time. As a result, even a perceived decline in creditworthiness of the
issuer is likely to have a greater impact on them.


RISKS OF NON-U.S. INVESTMENTS. Investing in non-U.S. issuers, or in U.S.
issuers that have significant exposure to foreign markets, may involve unique
risks compared to investing in securities of U.S. issuers. These risks are more
pronounced for issuers in emerging markets or to the extent that the portfolio
invests significantly in one region or country. These risks may include:

oLess information about non-U.S. issuers or markets may be available due to
  less rigorous disclosure or accounting standards or regulatory practices
oMany non-U.S. markets are smaller, less liquid and more volatile. In a
  changing market, the adviser may not be able to sell the portfolio's
  securities at times, in amounts and at prices it considers reasonable
oAdverse effect of currency exchange rates or controls on the value of the
  portfolio's investments, or its ability to convert non-U.S. currencies to
  U.S. dollars
oThe economies of non-U.S. countries may grow at slower rates than expected or
  may experience a downturn or recession


                                       18
<PAGE>

oEconomic, political, regulatory and social developments may adversely affect
  the securities markets

oIt may be difficult for the portfolio to pursue claims or enforce judgments
  against a foreign bank, depository or issuer of a security, or any of their
  agents, in the courts of a foreign country

oWithholding and other non-U.S. taxes may decrease the portfolio's return
oSome markets in which the portfolio may invest are located in parts of the
  world that have historically been prone to natural disasters that could
  result in a significant adverse impact on the economies of those countries
  and investments made in those countries

oIt is often more expensive for the portfolio to buy, sell and hold securities
  in certain foreign markets than in the United States

oA governmental entity may delay, or refuse or be unable to pay, interest or
  principal on its sovereign debt due to cash flow problems, insufficient
  foreign currency reserves, political considerations, the relative size of
  the governmental entity's debt position in relation to the economy or the
  failure to put in place economic reforms

oInvesting in depositary receipts is subject to many of the same risks as
  investing directly in non-U.S. issuers. Depositary receipts may involve
  higher expenses and may trade at a discount (or premium) to the underlying
  security. In addition, depositary receipts may not pass through voting and
  other shareholder rights, and may be less liquid than the underlying
  securities listed on an exchange


Additional risks of investing in emerging markets include:
oThe extent of economic development, political stability, market depth,
  infrastructure, capitalization and regulatory oversight can be less than in
  more developed markets
oEmerging market countries may experience rising interest rates, or, more
  significantly, rapid inflation or hyperinflation
oThe portfolio could experience a loss from settlement and custody practices in
  some emerging markets
oThe possibility that a counterparty may not complete a currency or securities
  transaction
oLow trading volumes may result in a lack of liquidity and in extreme price
  volatility


CURRENCY RISK. Because the portfolio may invest in non-U.S. currencies,
securities denominated in non-U.S. currencies, and other currency-related
investments, the portfolio is subject to currency risk, meaning that the
portfolio could experience losses based on changes in the exchange rate between
non-U.S. currencies and the U.S. dollar or as a result of currency conversion
costs. Currency exchange rates can be volatile, and are affected by factors
such as general economic conditions, the actions of the U.S. and foreign
governments or central banks, the imposition of currency controls and
speculation.

FORWARD FOREIGN CURRENCY TRANSACTIONS RISK. To the extent that the portfolio
enters into forward foreign currency transactions, it may not fully benefit
from or may lose money on the transactions if changes in currency rates do not
occur as anticipated or do not correspond accurately to changes in the value of
the portfolio's holdings, or if the counterparty defaults. Such transactions
may also prevent the portfolio from realizing profits on favorable movements in
exchange rates. Risk of counterparty default is greater for counterparties
located in emerging markets. The portfolio's ability to use forward foreign
currency transactions successfully depends on a number of factors, including
the forward foreign currency transactions being available at prices that are
not too costly, the availability of liquid markets, and the adviser's judgment
regarding the direction of changes in currency exchange rates.

MUNICIPAL SECURITIES RISK. Municipal issuers may be adversely affected by
rising health care costs, increasing unfunded pension liabilities and by the
phasing out of federal programs providing financial support. Unfavorable
conditions and developments relating to projects financed with municipal
securities can result in lower revenues to issuers of municipal securities.
Issuers often depend on revenues from those projects to make principal and
interest payments. The value of municipal securities can also be adversely
affected by changes in the financial condition of one or more individual
municipal issuers or insurers of municipal issuers, regulatory and political
developments, tax law changes or other legislative actions, and by
uncertainties and public perceptions concerning these and other factors. In
recent periods, an increasing number of municipal issuers in the United States
have defaulted on obligations and commenced insolvency proceedings. Financial
difficulties of municipal



                                       19
<PAGE>


More on the risks of investing in the portfolio

issuers may continue or get worse. To the extent the fund invests significantly
in a single state or in securities the payments on which are dependent upon a
single project or source of revenues, or that relate to a sector or industry,
the fund will be more susceptible to associated risks and developments.


EQUITY SECURITIES RISK. Equity securities are subject to the risk that stock
prices may rise and fall in periodic cycles and may perform poorly relative to
other investments. This risk may be greater in the short term. Equity
securities represent an ownership interest in an issuer, rank junior in a
company's capital structure to debt securities and consequently may entail
greater risk of loss than fixed income securities.

MARKET SEGMENT RISK. To the extent the portfolio emphasizes, from time to time,
investments in a market segment, the portfolio will be subject to a greater
degree to the risks particular to 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 real estate investment trusts (REITs), may be sensitive to
changes in interest rates and general economic activity and are generally
subject to extensive government regulation.


RISKS OF INVESTING IN EVENT-LINKED BONDS. The return of principal and the
payment of interest on "event-linked" bonds are contingent on the
non-occurrence of a pre-defined "trigger" event, such as a hurricane or an
earthquake of a specific magnitude or other event that leads to physical or
economic loss. If a trigger event, as defined within the terms of an
event-linked bond, involves losses or other metrics exceeding a specific
magnitude in the geographic region and time period specified, the portfolio may
lose a portion or all of its accrued interest and/or principal invested in the
event-linked bond. In addition to the specified trigger events, event-linked
bonds may expose the portfolio to other risks, including but not limited to
issuer (credit) default, adverse regulatory or jurisdictional interpretations
and adverse tax consequences. Event-linked bonds are also subject to the risk
that the model used to calculate the probability of a trigger event was not
accurate and underestimated the likelihood of a trigger event. Upon the
occurrence or possible occurrence of a trigger event, and until the completion
of the processing and auditing of applicable loss claims, the portfolio's
investment in an event-linked bond may be priced using fair value methods. As a
relatively new type of financial instrument, there is limited trading history
for these securities, and there can be no assurance that a liquid market in
these instruments will develop. Lack of a liquid market may impose the risk of
higher transaction costs and the possibility that the portfolio may be forced
to liquidate positions when it would not be advantageous to do so.

RISKS OF INVESTING IN FLOATING RATE LOANS. Floating rate loans and similar
investments may be illiquid or less liquid than other investments. The value of
collateral, if any, securing a floating rate loan can decline or may be
insufficient to meet the issuer's obligations or may be difficult to liquidate.
No active trading market may exist for many floating rate loans, and many loans
are subject to restrictions on resale. Market quotations for these securities
may be volatile and/or subject to large spreads between bid and ask prices. Any
secondary market may be subject to irregular trading activity and extended
trade settlement periods. An economic downturn generally leads to a higher
non-payment rate, and a loan may lose significant value before a default
occurs.

RISKS OF INVESTING IN INVERSE FLOATING RATE OBLIGATIONS. The interest rate on
inverse floating rate obligations will generally decrease as short-term
interest rates increase, and increase as short-term rates decrease. Due to
their leveraged structure, the sensitivity of the market value of an inverse
floating rate obligation to changes in interest rates is generally greater than
a comparable long-term bond issued by the same issuer and with similar credit
quality, redemption and maturity provisions. Inverse floating rate obligations
may be volatile and involve leverage risk.


INFLATION-LINKED SECURITIES RISK. Unlike a conventional bond, whose issuer
makes regular fixed interest payments and repays the face value of the bond at
maturity, an inflation-indexed security provides principal payments and
interest payments, both of which are adjusted over time to reflect a rise
(inflation) or a drop (deflation) in the general price level. The inflation
index generally used is the non-seasonally adjusted index, which is not
statistically smoothed to overcome highs and lows observed at different points
each year. The


                                       20
<PAGE>


use of the non-seasonally adjusted index can cause the portfolio's income level
to fluctuate. As inflationary expectations increase, inflation-linked
securities will become more attractive, because they protect future interest
payments against inflation. Conversely, as inflationary concerns decrease,
inflation-linked securities will become less attractive and less valuable. The
non-seasonally adjusted index used may not accurately measure the real rate of
inflation. Inflation-linked securities may lose value or interest payments on
such securities may decline in the event that the actual rate of inflation is
different than the rate of the non-seasonally adjusted index, and losses may
exceed those experienced by other debt securities with similar durations. The
values of inflation-linked securities may not be directly correlated to changes
in interest rates, for example if interest rates rise for reasons other than
inflation.

RISKS OF ZERO COUPON BONDS, PAYMENT IN KIND, DEFERRED AND CONTINGENT PAYMENT
SECURITIES. Zero coupon bonds (which do not pay interest until maturity) and
payment in kind securities (which pay interest in the form of additional
securities) may be more speculative and may fluctuate more in value than
securities which pay income periodically and in cash. These securities are more
likely to respond to changes in interest rates than interest-bearing securities
having similar maturities and credit quality. These securities are more
sensitive to the credit quality of the underlying issuer. Payment in kind
securities may be difficult to value because their continuing accruals require
judgments about the collectability of the deferred payments and the value of
any collateral. Deferred interest securities are obligations that generally
provide for a period of delay before the regular payment of interest begins and
are issued at a significant discount from face value. The interest rate on
contingent payment securities is determined by the outcome of an event, such as
the performance of a financial index. If the financial index does not increase
by a prescribed amount, the portfolio may receive no interest.

Unlike bonds that pay interest throughout the period to maturity, the portfolio
generally will realize no cash until maturity and, if the issuer defaults, the
portfolio may obtain no return at all on its investment. In addition, although
the portfolio receives no periodic cash payments on such securities, the
portfolio is deemed for tax purposes to receive income from such securities,
which applicable tax rules require the portfolio to distribute to shareholders.
Such distributions may be taxable when distributed to taxable shareholders and,
in addition, could reduce the portfolio's reserve position and require the
portfolio to sell securities and incur a gain or loss at a time it may not
otherwise want in order to provide the cash necessary for these distributions.

DERIVATIVES RISK. Using swaps, futures and other derivatives exposes the
portfolio to additional risks, may increase the volatility of the portfolio's
net asset value and may not provide the expected result. Derivatives may have a
leveraging effect on the portfolio, and they can disproportionately increase
losses and reduce opportunities for gain when market prices, interest rates or
currencies, or the derivative instruments themselves, behave in a way not
anticipated by the portfolio, especially in abnormal market conditions. Some
derivatives have the potential for unlimited loss, regardless of the size of
the portfolio's initial investment. If changes in a derivative's value do not
correspond to changes in the value of the portfolio's other investments or do
not correlate well with the underlying assets, rate or index, the portfolio may
not fully benefit from, or could lose money on, or could experience unusually
high expenses as a result of, the derivative position. Derivatives involve the
risk of loss if the counterparty defaults on its obligation or if the clearing
firm through which the derivative has been traded becomes insolvent. Certain
derivatives may be less liquid, which may reduce the returns of the portfolio
if it cannot sell or terminate the derivative at an advantageous time or price.
The portfolio also may have to sell assets at inopportune times to satisfy its
obligations. The portfolio may be unable to terminate or sell its derivative
positions. In fact, many over-the-counter derivative instruments will not have
liquidity beyond the counterparty to the instrument. Some derivatives may
involve the risk of improper valuation. The portfolio's use of derivatives may
also increase the amount of taxes payable by shareholders. Suitable derivatives
may not be available in all circumstances or at reasonable prices and may not
be used by the portfolio for a variety of reasons. Risks associated with the
use of derivatives are magnified to the extent that a large portion of the
portfolio's assets are committed to derivatives in general or are invested in
just one or a few types of derivatives. New regulations are changing the
derivatives markets. The regulations may



                                       21
<PAGE>


More on the risks of investing in the portfolio

make using derivatives more costly, may limit their availability, or may
otherwise adversely affect their value or performance. For derivatives that are
required to be traded through a clearinghouse or exchange, the portfolio also
will be exposed to the credit risk of the clearinghouse and the broker that
submits trades for the portfolio. It is possible that certain derivatives that
are required to be cleared, such as certain swap contracts, will not be
accepted for clearing. In addition, regulated trading facilities for swap
contracts are relatively new; they may not function as intended, which could
impair the ability to enter into swap contracts. The extent and impact of the
regulations are not yet fully known and may not be for some time. The
portfolio's ability to use certain derivative instruments currently is limited
by Commodity Futures Trading Commission rules.

CREDIT DEFAULT SWAP RISK. Credit default swap contracts, a type of derivative
instrument, involve special risks and may result in losses to the portfolio.
Credit default swaps may in some cases be illiquid, and they increase credit
risk since the portfolio has exposure to both the issuer of the referenced
obligation and the counterparty to the credit default swap. Swaps may be
difficult to unwind or terminate. Certain index-based credit default swaps are
structured in tranches, whereby junior tranches assume greater default risk
than senior tranches. The absence of a central exchange or market for swap
transactions has led, in some instances, to difficulties in trading and
valuation, especially in the event of market disruptions. New regulations
require many kinds of swaps to be executed through a regulated exchange or
market facility and cleared through a regulated clearinghouse. The
establishment of a centralized exchange or market for swap transactions may
disrupt or limit the swap market and may not result in swaps being easier to
trade or value. Market-traded swaps may become more standardized, and the
portfolio may not be able to enter into swaps that meet its investment needs.
The portfolio also may not be able to find a clearinghouse willing to accept
the swaps for clearing. The new regulations may make using swaps more costly,
may limit their availability, or may otherwise adversely affect their value or
performance. The portfolio will be required to trade many swaps through a
broker who is a member of the clearinghouse. The broker may require the
portfolio to post margin to the broker as a down payment on the portfolio's
obligations and may change the amount of margin required from time to time. The
fund may not be able to recover margin amounts if the broker has financial
difficulties. Also, the broker may require the portfolio to terminate a
derivatives position under certain circumstances. This may cause the portfolio
to lose money. The clearinghouse will be the portfolio's counterparty for the
derivatives trades. The portfolio will take the risk that the counterparty
defaults. The portfolio also may be exposed to additional risks as a result of
the new regulations. The extent and impact of the new regulations are not yet
fully known and may not be for some time.


LEVERAGING RISK. The value of your investment may be more volatile and other
risks tend to be compounded if the portfolio borrows or uses derivatives or
other investments, such as ETFs, that have embedded leverage. Leverage
generally magnifies the effect of any increase or decrease in the value of the
portfolio's underlying assets or creates investment risk with respect to a
larger pool of assets than the portfolio would otherwise have, potentially
resulting in the loss of all assets. Engaging in such transactions may cause
the portfolio to liquidate positions when it may not be advantageous to do so
to satisfy its obligations or meet segregation requirements.


REPURCHASE AGREEMENT RISK. In the event that the other party to a repurchase
agreement defaults on its obligations, the portfolio may encounter delay and
incur costs before being able to sell the security. Such a delay may involve
loss of interest or a decline in price of the security. In addition, if the
portfolio is characterized by a court as an unsecured creditor, it would be at
risk of losing some or all of the principal and interest involved in the
transaction.

CASH MANAGEMENT RISK. The value of the investments held by the portfolio for
cash management or temporary defensive purposes may be affected by market
risks, changing interest rates and by changes in credit ratings of the
investments. To the extent that the portfolio has any uninvested cash, the
portfolio would be subject to credit risk with respect to the depository
institution holding the cash. If the portfolio holds cash uninvested, the
portfolio will not earn income on the cash and the portfolio's yield will go
down. During such periods, it may be more difficult for the portfolio to
achieve its investment objective.



                                       22
<PAGE>

EXPENSE RISK. Your actual costs of investing in the portfolio may be higher
than the expenses shown in "Annual portfolio operating expenses" for a variety
of reasons. For example, expense ratios may be higher than those shown if
overall net assets decrease. Net assets are more likely to decrease and
portfolio expense ratios are more likely to increase when markets are volatile.


To learn more about the portfolio's investments and risks, you should obtain
and read the statement of additional information. Please note that there are
many other factors that could adversely affect your investment and that could
prevent the portfolio from achieving its goals.


VALUATION RISK. The sales price the portfolio could receive for any particular
portfolio investment may differ from the portfolio's valuation of the
investment, particularly for securities that trade in thin or volatile markets.
If markets make it difficult to value some investments, the portfolio may value
these investments using more subjective methods, such as fair value
methodologies. Investors who purchase or redeem portfolio shares on days when
the portfolio is holding fair-valued securities may receive fewer or more
shares or lower or higher redemption proceeds than they would have received if
the portfolio had not fair-valued the security or had used a different
valuation methodology. The value of foreign securities, certain fixed income
securities and currencies, as applicable, may be materially affected by events
after the close of the market on which they are valued, but before the
portfolio determines its net asset value.



DISCLOSURE OF PORTFOLIO HOLDINGS
The portfolio's policies and procedures with respect to disclosure of the
portfolio's securities are described in the statement of additional
information.


                                       23
<PAGE>

Management

INVESTMENT ADVISER
Pioneer, the portfolio's investment adviser, selects the portfolio's
investments and oversees the portfolio's operations.


Pioneer is an indirect, wholly owned subsidiary of UniCredit 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 March 31, 2014, assets under management
were approximately $245 billion worldwide, including over $70 billion in assets
under management by Pioneer (and its U.S. affiliates).


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

The firm's U.S. mutual fund investment history includes creating in 1928 one of
the first mutual funds.

Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser that is not affiliated with Pioneer (an
"unaffiliated subadviser") or to materially modify an existing subadvisory
contract with an unaffiliated subadviser for the portfolio without shareholder
approval. Pioneer retains the ultimate responsibility to oversee and recommend
the hiring, termination and replacement of any unaffiliated subadviser.


PORTFOLIO MANAGEMENT

Day-to-day management of the portfolio is the responsibility of Kenneth J.
Taubes. Mr. Taubes is supported by portfolio managers Andrew Feltus and Charles
Melchreit and the fixed income team. Members of this team manage other Pioneer
funds investing primarily in fixed income securities. The portfolio manager and
the team also may draw upon the research and investment management expertise of
the global research teams, which provide fundamental and quantitative research
on companies and include members from one or more of Pioneer's affiliates.

Mr. Taubes, executive vice president and chief investment officer, U.S. of
Pioneer, is responsible for overseeing the U.S. and global fixed income teams.
He joined Pioneer as a senior vice president in September 1998 and has been an
investment professional since 1982. Mr. Taubes has served as portfolio manager
of the portfolio since 1999.

Mr. Feltus, director of high yield and senior vice president, joined Pioneer in
1994 and has served as a portfolio manager of the portfolio since 2012.

Mr. Melchreit, senior vice president, joined Pioneer in 2006 and has served as
a portfolio manager of the portfolio since 2012.


The portfolio's 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
the portfolio.


MANAGEMENT FEE

The portfolio pays Pioneer a fee for managing the portfolio and to cover the
cost of providing certain services to the portfolio. Pioneer's annual fee is
equal to 0.65% of the portfolio's average daily net assets. The fee is normally
accrued daily and paid monthly.

For the fiscal year ended December 31, 2013, the portfolio paid management fees
(excluding waivers and/or assumption of expenses) equivalent to 0.65% of the
portfolio's average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the
management contract is available in the portfolio's annual report to
shareholders for the period ended December 31, 2013.



                                       24
<PAGE>

DISTRIBUTOR AND TRANSFER AGENT
Pioneer Funds Distributor, Inc. is the portfolio's distributor. Pioneer
Investment Management Shareholder Services, Inc. is the portfolio's transfer
agent. The portfolio compensates the distributor and transfer agent for their
services. The distributor and the transfer agent are affiliates of Pioneer.


DISTRIBUTION PLAN
The portfolio has adopted a distribution plan for Class II shares in accordance
with Rule 12b-1 under the Investment Company Act of 1940. Under the plan, the
portfolio pays to Pioneer Funds Distributor, Inc. a distribution fee of 0.25%
of the average daily net assets attributable to Class II shares. Because these
fees are an ongoing expense, over time they increase the cost of an investment
and the shares may cost more than shares that are subject to other types of
sales charges.


                                       25
<PAGE>

Pricing of shares

NET ASSET VALUE

The portfolio's net asset value is the value of its securities plus any other
assets minus its accrued operating expenses and other liabilities. The
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). If the New York Stock Exchange closes at another time, the
portfolio will calculate a net asset value for each class of shares as of the
actual closing time. On days when the New York Stock Exchange is closed for
trading, including certain holidays listed in the statement of additional
information, a net asset value is not calculated.


The portfolio generally values debt securities and certain derivative
instruments by using the prices supplied by independent third party pricing
services. A pricing service may use market prices or quotations from one or
more brokers or other sources, or may use a pricing matrix or other fair value
methods or techniques to provide an estimated value of the security or
instrument. A pricing matrix is a means of valuing a debt security on the basis
of current market prices for other debt securities, historical trading patterns
in the market for fixed income securities and/or other factors. Non-U.S. debt
securities that are listed on an exchange will be valued at the bid price
obtained from an independent third party pricing service.


Senior loans are valued at the mean between the last available bid and asked
prices for one or more brokers or dealers as obtained from an independent third
party pricing service. If no reliable prices are available from either the
primary or an alternative pricing service, broker quotes will be solicited.
Event linked bonds are valued at the bid price obtained from an independent
third party pricing service.


The portfolio values short-term fixed income securities with remaining
maturities of 60 days or less at amortized cost, unless circumstances indicate
that using this method would not reflect an investment's value.

The portfolio generally values its equity securities and certain derivative
instruments that are traded on an exchange using the last sale price on the
principal exchange on which they are traded. Equity securities that are not
traded on the date of valuation, or securities for which no last sale prices
are available, are valued at the mean between the last bid and asked prices or,
if both last bid and asked prices are not available, at the last quoted bid
price. Last sale, bid and asked prices are provided by independent third party
pricing services. In the case of equity securities not traded on an exchange,
prices are typically determined by independent third party pricing services
approved by the Board of Trustees using a variety of techniques and methods.
The portfolio may use a fair value model developed by an independent pricing
service to value non-U.S. equity securities.

To the extent that the portfolio invests in shares of other mutual funds that
are not traded on an exchange, such shares of other mutual funds are valued at
their net asset values as provided by those funds. The prospectuses for those
funds explain the circumstances under which those funds will use fair value
pricing methods and the effects of using fair value pricing methods.

The valuations of securities traded in non-U.S. markets and certain fixed
income securities will generally be determined as of the earlier closing time
of the markets on which they primarily trade. When the portfolio holds
securities or other assets that are denominated in a foreign currency, the
portfolio will normally use the currency exchange rates as of 3:00 p.m.
(Eastern time). Non-U.S. markets are open for trading on weekends and other
days when the portfolio does not price its shares. Therefore, the value of the
portfolio's shares may change on days when you will not be able to purchase or
redeem portfolio shares.

When independent third party pricing services are unable to supply prices for
an investment, or when prices or market quotations are considered by Pioneer to
be unreliable, the value of that security may be determined using quotations
from one or more broker-dealers. When such prices or quotations are not
available, or when they are considered by Pioneer to be unreliable, the
portfolio uses fair value methods to value its securities pursuant to
procedures adopted by the Board of Trustees. The portfolio also may use fair
value methods if it is determined that a significant event has occurred between
the time at which a price is determined and the time at which the portfolio's
net asset value is calculated. Because the portfolio may invest in securities
rated below investment grade - some of which may be thinly traded and for which
prices may not be readily


                                       26
<PAGE>

available or may be unreliable - the portfolio may use fair value methods more
frequently than funds that primarily invest in securities that are more widely
traded. Valuing securities using fair value methods may cause the net asset
value of the portfolio's shares to differ from the net asset value that would
be calculated only using market prices.

The prices used by the portfolio to value its securities may differ from the
amounts that would be realized if these securities were sold and these
differences may be significant, particularly for securities that trade in
relatively thin markets and/or markets that experience extreme volatility.


                                       27
<PAGE>

Shareholder information

ADDITIONAL PAYMENTS TO INTERMEDIARIES
Pioneer and its affiliates may make payments to your financial intermediary in
addition to other forms of compensation it may receive. These payments by
Pioneer may provide your financial intermediary with an incentive to favor the
portfolio over other funds or assist the distributor in its efforts to promote
the sale of the portfolio's shares, including through Variable Contracts and
Qualified Plans. Financial intermediaries include broker-dealers, banks
(including bank trust departments), insurance companies, registered investment
advisers, financial planners, retirement plan administrators and other types of
intermediaries.

Pioneer makes these additional payments (sometimes referred to as "revenue
sharing") to financial intermediaries out of its own assets, which may include
profits derived from services provided to the portfolio. Pioneer may base these
payments on a variety of criteria, such as the amount of sales or assets of the
Pioneer funds (including the portfolio) attributable to the financial
intermediary.

Not all financial intermediaries receive additional compensation and the amount
of compensation paid varies for each financial intermediary. In certain cases,
these payments may be significant. Pioneer determines which firms to support
and the extent of the payments it is willing to make, generally choosing firms
that have a strong capability to effectively distribute shares of the Pioneer
funds and that are willing to cooperate with Pioneer's promotional efforts. To
the extent intermediaries sell more shares of the Pioneer funds or retain
shares of the Pioneer funds in their clients' accounts, Pioneer receives
greater management and other fees due to the increase in the Pioneer funds'
assets.

In addition to these payments, Pioneer may compensate financial intermediaries,
including insurance companies that sponsor Variable Contracts, for providing
certain administrative and other services. Although an intermediary may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in providing these services, the intermediary may earn a profit on
these payments, if the amount of the payment exceeds the intermediary's costs.

The compensation that Pioneer pays to financial intermediaries is discussed in
more detail in the portfolio's statement of additional information.
Intermediaries may categorize and disclose these arrangements differently than
in the discussion above and in the statement of additional information. In
addition to the payments by Pioneer, the insurance company sponsors of Variable
Contracts that invest in the portfolio similarly may compensate financial
intermediaries out of their own resources. You can ask your financial
intermediary about any payments it receives, as well as about fees and/or
commissions it charges.


INVESTMENTS IN SHARES OF THE PORTFOLIO
The portfolio may sell its shares directly to separate accounts established and
maintained by insurance companies for the purpose of funding Variable Contracts
and to Qualified Plans. Shares of the portfolio are sold at net asset value.
Investments in the portfolio are expressed in terms of the full and fractional
shares of the portfolio purchased. Investments in the portfolio are credited to
an insurance company's separate account or Qualified Plan account immediately
upon acceptance of the investment by the portfolio. Investments will be
processed at the net asset value next determined after an order is received and
accepted by the portfolio. The offering of shares of the portfolio may be
suspended for a period of time and the 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
the portfolio.

SINCE YOU MAY NOT DIRECTLY PURCHASE SHARES OF THE PORTFOLIO, YOU SHOULD READ
THE PROSPECTUS FOR YOUR INSURANCE COMPANY'S VARIABLE CONTRACT TO LEARN HOW TO
PURCHASE A VARIABLE CONTRACT BASED ON THE PORTFOLIO.

The interests of Variable Contracts and Qualified Plans investing in the
portfolio could conflict due to differences of tax treatment and other
considerations. The portfolio currently does not foresee any disadvantages to
investors arising out of the fact that the portfolio may offer its shares to
insurance company separate accounts that serve as the investment vehicles for
their Variable Contracts or that the portfolio may offer its shares to


                                       28
<PAGE>

Qualified Plans. Nevertheless, the portfolio's Board of Trustees intends to
monitor events in order to identify any material irreconcilable conflicts which
may possibly arise and to determine what action, if any, should be taken in
response to such conflicts. If such a conflict were to occur, one or more
insurance companies' separate accounts or Qualified Plans might be required to
withdraw their investments in the portfolio and shares of another portfolio may
be substituted. This might force the portfolio to sell securities at
disadvantageous prices. In addition, the Board of Trustees may refuse to sell
shares of the portfolio to any separate account or Qualified Plan or may
suspend or terminate the offering of shares of the portfolio if such action is
required by law or regulatory authority or is in the best interests of the
shareholders of the portfolio.

Insurance companies and plan fiduciaries are required to notify the portfolio
if the tax status of their separate account or Qualified Plan is revoked or
challenged by the Internal Revenue Service. The portfolio may redeem any
account of any shareholder whose qualification as a diversified segregated
asset account or a Qualified Plan satisfying the requirements of Treasury
Regulation (section)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 2007-58, 2007-2
C.B. 562. An insurance company separate account or Qualified Plan whose tax
status is revoked or challenged by the Internal Revenue Service may be liable
to the portfolio or Pioneer for losses incurred by the portfolio or Pioneer as
a result of such action.


SELLING
Shares of the 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. Sale proceeds will normally be forwarded by
bank wire to the selling insurance company or Qualified Plan on the next
business day after receipt of the sales instructions by the portfolio but in no
event later than 7 days following receipt of instructions. The portfolio may
suspend transactions in shares or postpone payment dates when trading on the
New York Stock Exchange is closed or restricted, or when the Securities and
Exchange Commission determines an emergency or other circumstances exist that
make it impracticable for the portfolio to sell or value its investments.


EXCESSIVE TRADING
Frequent trading into and out of the portfolio 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
expenses 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 portfolio discourages,
and does 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 the portfolio's shares to be
excessive for a variety of reasons, such as if a Variable Contract owner or
plan participant provides instructions to the insurance company or plan
administrator for:
oThe sale of shares of the portfolio within a short period of time after the
  shares were purchased;
oTwo or more purchases and redemptions within a short period of time; or
oA series of transactions that indicate a timing pattern or strategy.

The portfolio's Board of Trustees 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 Contract
owners, we are not able to monitor trading at the Variable Contract owner
level. If we are advised by an insurance company that a Variable 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 Contract owner from placing further purchase orders in
the portfolio. We may seek limitations on trading activity by Qualified Plans
investing in the portfolio in similar circumstances. In determining whether to
take such action, we seek


                                       29
<PAGE>

Shareholder information

to act in a manner that is consistent with the best interests of the
portfolio's shareholders. In order to prevent short-term trading in portfolios
that primarily invest in non-U.S. securities, these portfolios use a fair value
pricing service, as discussed under "Net asset value" in this prospectus.

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 designed 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 Contracts and the administrators of the
qualified plans that invest in the portfolios to monitor and restrict such
activities. Consequently, an investment in a portfolio may involve the risk
that certain investors will engage in short-term or excessive trading.

The portfolio may reject any purchase or exchange order before its acceptance
or the issuance of shares, or request that the insurance company or plan
administrator restrict transaction activity by a Variable Contract owner, for
any reason, without prior notice, including transactions that the portfolio
believes are requested on behalf of market timers. The portfolio reserves the
right to reject any purchase request by a Qualified Plan or insurance company
if the portfolio believes that any combination of trading activity in the
account or related accounts is potentially disruptive to the portfolio. 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 portfolio and
its shareholders do not incur any gain or loss as a result of a rejected order.
The portfolio may impose further restrictions on trading activities by market
timers in the future.


                                       30
<PAGE>

Distributions and taxes

Shares of the portfolio are held by life insurance company separate accounts
that fund Variable Contracts and by certain Qualified Plans. Owners of Variable
Contracts should read the prospectus of 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 portfolio to assist in
personal recordkeeping. Participants in a Qualified Plan should consult their
tax advisers regarding the tax consequences of participating in and receiving
distributions or other payments relating to such plans.

The portfolio is treated as a separate entity for U.S. federal income tax
purposes. The portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify, the portfolio generally must satisfy certain
requirements relating to the sources of its income and the diversification of
its assets. If the portfolio qualifies as a regulated investment company and
meets certain distribution requirements, it generally will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders.

Under the Code, the portfolio's dividends and distributions of ordinary income
or of net short-term capital gain that are paid to insurance company separate
accounts or to Qualified Plans are generally treated as dividend income;
distributions 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
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 dividends or capital gain
distributions they receive from the portfolio.

In addition to satisfying the requirements applicable to regulated investment
companies described above, the portfolio also intends to satisfy the
diversification requirements applicable to separate accounts of insurance
companies. If the portfolio qualifies as a regulated investment company and
only sells its shares to separate accounts and to certain other permitted
investors, including Qualified Plans, then the separate accounts invested in
the portfolio will be allowed to look through to the portfolio's investments in
testing their compliance with the diversification requirements. If the
portfolio fails to meet the diversification requirements applicable to separate
accounts or fails to qualify as a regulated investment company, or if the
portfolio's shares are sold to any investor other than certain permitted
investors, then that look-through treatment would not be available and separate
accounts invested in the portfolio might fail to satisfy the diversification
requirements, and Variable Contracts invested in those separate accounts might
not qualify for their expected federal income tax treatment. More specific
information on these diversification requirements is contained in the insurance
company's separate account prospectus and in the SAI.


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


                                       31
<PAGE>


Financial highlights

The financial highlights table helps you understand the portfolio's financial
performance. Certain information reflects financial results for a single share
of the portfolio. The total returns in the table represent the rate that you
would have earned on an investment in the portfolio (assuming reinvestment of
all dividends and distributions). The information below has been audited by
Ernst & Young LLP, whose report is included in the portfolio's annual report
along with the portfolio's financial statements. The annual report is
incorporated by reference in the statement of additional information and is
available upon request.



PIONEER STRATEGIC INCOME VCT PORTFOLIO


CLASS II



<TABLE>
<CAPTION>
                                                                               YEAR       YEAR
                                                                               ENDED      ENDED
                                                                             12/31/13   12/31/12
                                                                            ---------- ----------
<S>                                                                         <C>        <C>
Net asset value, beginning of period                                         $ 10.74    $ 10.22
                                                                             -------    -------
Increase (decrease) from investment operations:
 Net investment income                                                       $  0.37    $  0.36
 Net realized and unrealized gain (loss) on investments, futures contracts
  and foreign currency transactions                                            (0.27)      0.76
                                                                             -------    -------
  Net increase (decrease) from investment operations                         $  0.10    $  1.12
Distributions to shareowners:
 Net investment income                                                         (0.43)     (0.50)
 Net realized gain                                                             (0.06)     (0.10)
                                                                             -------    -------
Total distributions                                                          $ (0.49)   $ (0.60)
                                                                             -------    -------
Net increase (decrease) in net asset value                                   $ (0.39)   $  0.52
                                                                             -------    -------
Net asset value, end of period                                               $ 10.35    $ 10.74
                                                                             -------    -------
Total return*                                                                   0.92%     11.18%
Ratio of net expenses to average net assets                                     1.47%      1.53%
Ratio of net investment income to average net assets                            3.74%      3.92%
Portfolio turnover rate                                                           30%        25%
Net assets, end of period (in thousands)                                     $28,261    $25,265



<CAPTION>
                                                                                  YEAR         YEAR         YEAR
                                                                                 ENDED         ENDED        ENDED
                                                                                12/31/11     12/31/10     12/31/09
                                                                            --------------- ---------- --------------
<S>                                                                         <C>             <C>        <C>
Net asset value, beginning of period                                           $  10.62      $ 10.06      $  8.92
                                                                               --------      -------      -------
Increase (decrease) from investment operations:
 Net investment income                                                         $   0.52      $  0.48      $  0.62(a)
 Net realized and unrealized gain (loss) on investments, futures contracts
  and foreign currency transactions                                               (0.35)        0.64         1.82
                                                                               --------      -------      -------
  Net increase (decrease) from investment operations                           $   0.17      $  1.12      $  2.44
Distributions to shareowners:
 Net investment income                                                            (0.52)       (0.56)       (0.77)
 Net realized gain                                                                (0.05)           -        (0.52)
                                                                               --------      -------      -------
Total distributions                                                            $  (0.57)     $ (0.56)     $ (1.29)
                                                                               --------      -------      -------
Net increase (decrease) in net asset value                                     $  (0.40)     $  0.56      $  1.14
                                                                               --------      -------      -------
Net asset value, end of period                                                 $  10.22      $ 10.62      $ 10.06
                                                                               --------      -------      -------
Total return*                                                                      1.56%(b)    11.37%       29.35%
Ratio of net expenses to average net assets                                        1.47%        1.47%        1.32%
Ratio of net investment income to average net assets                               5.06%        4.96%        6.65%
Portfolio turnover rate                                                              43%          92%          71%
Net assets, end of period (in thousands)                                       $ 16,511      $16,315      $13,438
</TABLE>


(a)        Net investment income per share has been calculated using the
           average shares method.
(b)        If the Portfolio had not recognized gains in settlement of class
           action lawsuits during the year ended December 31, 2011, the total
           return would have been 1.50%.

*     Assumes initial investment at net asset value at the beginning of each
      period, reinvestment of all distributions and the complete redemption of
      the investment at net asset value at the end of each period.


NOTE: The above financial highlights do not reflect the deduction of
    non-portfolio expenses associated with variable insurance products, such
    as mortality and expense risk charges, and sales charges.



                                       32
<PAGE>

                                     Notes
<PAGE>

Pioneer Variable Contracts Trust
PIONEER STRATEGIC INCOME VCT PORTFOLIO
CLASS II SHARES
YOU CAN OBTAIN MORE FREE INFORMATION about the portfolio by writing to Pioneer
Investment Management Shareholder Services, Inc., 60 State Street, Boston,
Massachusetts 02109. You may also call 1-800-225-6292 for information about the
portfolio, to request copies of the portfolio's statement of additional
information and shareowner reports, and to make other inquiries. The
portfolio's statement of additional information and shareowner reports are
available, free of charge, on the Pioneer website at
www.pioneerinvestments.com.


SHAREOWNER REPORTS
Annual and semiannual reports to shareowners, and quarterly reports filed with
the Securities and Exchange Commission, provide additional information about
the portfolio's investments. The annual report discusses market conditions and
investment strategies that significantly affected the portfolio's performance
during its last fiscal year.


STATEMENT OF ADDITIONAL INFORMATION
The statement of additional information provides more detailed information
about the portfolio.


The statement of additional information, dated May 1, 2014, as may be amended
from time to time, and filed with the Securities and Exchange Commission, is
incorporated by reference into this prospectus.


You can also review and copy the portfolio's shareowner reports, prospectus and
statement of additional information at the Securities and Exchange Commission's
Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information.
The Commission charges a fee for copies. You can get the same information free
from the Commission's EDGAR database on the Internet (http://www.sec.gov). You
may also e-mail requests for these documents to publicinfo@sec.gov or make a
request in writing to the Commission's Public Reference Section, Washington,
D.C. 20549-1520.

(Investment Company Act file no. 811-08786)



































<TABLE>
[GRAPHIC APPEARS HERE]


<S>                              <C>

PIONEER FUNDS DISTRIBUTOR, INC.
60 STATE STREET
BOSTON, MA 02109                                                   19105-08-0514
                                 (Copyright)2014 Pioneer Funds Distributor, Inc.
WWW.PIONEERINVESTMENTS.COM                                           Member SIPC
</TABLE>



<PAGE>
<PAGE>

PIONEER VARIABLE CONTRACTS TRUST
60 State Street
Boston, Massachusetts 02109


                      STATEMENT OF ADDITIONAL INFORMATION
                          Class I and Class II Shares

                                  May 1, 2014

PIONEER BOND VCT PORTFOLIO

PIONEER DISCIPLINED VALUE VCT PORTFOLIO
PIONEER EMERGING MARKETS VCT PORTFOLIO

PIONEER EQUITY INCOME VCT PORTFOLIO
PIONEER FUND VCT PORTFOLIO
PIONEER HIGH YIELD VCT PORTFOLIO

PIONEER IBBOTSON MODERATE ALLOCATION VCT PORTFOLIO

PIONEER MID CAP VALUE VCT PORTFOLIO
PIONEER REAL ESTATE SHARES VCT PORTFOLIO

PIONEER SELECT MID CAP GROWTH VCT PORTFOLIO
PIONEER STRATEGIC INCOME VCT PORTFOLIO

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

This statement of additional information is not a prospectus. It should be read
in conjunction with the portfolio's Class I or Class II shares prospectuses,
each dated May 1, 2014, as supplemented or revised from time to time. A copy of
each prospectus can be obtained free of charge from your insurance company.
Each portfolio's financial statements for the fiscal year ended December 31,
2013, including the independent registered public accounting firm's report
thereon, are incorporated into this statement of additional information by
reference.


CONTENTS

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



<TABLE>
<CAPTION>
                                                                      PAGE
<S>      <C>                                                         <C>
   1.    Trust history..............................................    1
   2.    Investment policies, risks and restrictions................    1
   3.    Trustees and officers......................................   48
   4.    Investment Adviser.........................................   56
   5.    Principal underwriter and distribution plan................   62
   6.    Custodian and sub-administrator............................   65
   7.    Independent registered public accounting firm..............   65
   8.    Portfolio management.......................................   65
   9.    Portfolio transactions.....................................   76
  10.    Description of shares......................................   77
  11.    Pricing of shares..........................................   81
  12.    Tax status.................................................   82
  13.    Financial statements.......................................   89
  14.    Annual fee, expense and other information..................   90
  15.    Appendix A - Description of short-term debt, corporate bond
         and preferred stock ratings//..............................  102
  16.    Appendix B - Proxy voting policies and procedures..........  106
</TABLE>



[GRAPHIC APPEARS HERE]




<PAGE>


1. TRUST HISTORY

Pioneer Variable Contracts Trust (the "Trust") is an open-end management
investment company. The Trust was formed as a Delaware statutory trust on
September 16, 1994. Pioneer Investment Management, Inc. ("Pioneer") is the
Trust's investment adviser.



2. INVESTMENT POLICIES, RISKS AND RESTRICTIONS


The Trust consists of separate portfolios, each of which is an investment
vehicle for variable annuity and variable life insurance contracts (the
"Variable Contracts") offered by the separate accounts (the "Accounts") of
various insurance companies ("Participating Insurance Companies"). The
portfolios also may be offered to certain qualified pension and retirement
plans (the "Qualified Plans"). The Trust currently consists of the following 11
distinct investment portfolios: Pioneer Bond VCT Portfolio, Pioneer Disciplined
Value VCT Portfolio, Pioneer Emerging Markets VCT Portfolio, Pioneer Equity
Income VCT Portfolio, Pioneer Fund VCT Portfolio, Pioneer High Yield VCT
Portfolio, Pioneer Ibbotson Moderate Allocation VCT Portfolio, Pioneer Mid Cap
Value VCT Portfolio, Pioneer Real Estate Shares VCT Portfolio, Pioneer Select
Mid Cap Growth VCT Portfolio and Pioneer Strategic Income VCT Portfolio. Each
portfolio is classified as diversified for purposes of the Investment Company
Act of 1940, as amended (the "1940 Act"). Your Variable Contract or Qualified
Plan may not offer all portfolios of the Trust. The terms and conditions of the
Variable Contracts and any limitations upon the portfolios in which the
Accounts may be invested are set forth in a separate prospectus and statement
of additional information relating to the Variable Contracts. The terms and
conditions of a Qualified Plan and any limitations upon the portfolios in which
such Plan may be invested are set forth in such Qualified Plan's governing
documents. The Trust reserves the right to limit the types of Accounts and the
types of Qualified Plans that may invest in any portfolio.

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


Each portfolio's prospectus identifies the investment objective and the
principal investment strategies and risks of the portfolio. This section
supplements the disclosure in each portfolio's prospectus and provides
additional information on the portfolios' investment policies and restrictions.
Restrictions or policies stated as a maximum percentage of the portfolio's
assets are only applied immediately after an investment to which the policy or
restriction is applicable (other than the limitations on borrowing and illiquid
securities). Accordingly, any later increase or decrease in a percentage
resulting from a change in values, net assets, credit quality or other
circumstances will not be considered in determining whether the investment
complies with the portfolio's restrictions and policies.

The table below identifies certain investment securities and techniques that
may be utilized by a portfolio and related risks. Following the table is a
discussion of each investment security and technique. Each security and
technique involves certain risks. You should also consult each portfolio's
prospectus for details regarding the principal investment strategies and
techniques used by a portfolio and the risks associated with these securities
and techniques.


                                       1
<PAGE>

For purposes of the table, the portfolios are organized into three categories,
Equity Portfolios, Fixed Income Portfolios and Asset Allocation Portfolios:

EQUITY PORTFOLIOS

o Pioneer Disciplined Value VCT Portfolio (Disciplined Value VCT)

o Pioneer Emerging Markets VCT Portfolio (Emerging Markets VCT)

o Pioneer Equity Income VCT Portfolio (Equity Income VCT)

o Pioneer Fund VCT Portfolio (Pioneer Fund VCT)

o Pioneer Select Mid Cap Growth VCT Portfolio (Select Mid Cap Growth VCT)

o Pioneer Mid Cap Value VCT Portfolio (Mid Cap Value VCT)

o Pioneer Real Estate Shares VCT Portfolio (Real Estate Shares VCT)

FIXED INCOME PORTFOLIOS

o Pioneer Bond VCT Portfolio (Bond VCT)

o Pioneer High Yield VCT Portfolio (High Yield VCT)

o Pioneer Strategic Income VCT Portfolio (Strategic Income VCT)


ASSET ALLOCATION PORTFOLIOS


o Pioneer Ibbotson Moderate Allocation VCT Portfolio (Ibbotson Moderate
  Allocation VCT)


<TABLE>
<CAPTION>
                                                                                                     FIXED        ASSET
                                                                                      EQUITY        INCOME      ALLOCATION
                                                                                    PORTFOLIOS    PORTFOLIOS    PORTFOLIOS
                                                                                   ------------  ------------  -----------
<S>                                                                                <C>           <C>           <C>
EQUITY SECURITIES AND RELATED INVESTMENTS
Investments in Equity Securities                                                         X             X            X
Warrants and Stock Purchase Rights                                                       X             X            X
Preferred Shares                                                                         X             X            X
Investments in Initial Public Offerings                                                  X                          X
Private Investments in Public Equity                                                     X                          X
INVESTMENT COMPANY SECURITIES AND REAL ESTATE INVESTMENT TRUSTS
Other Investment Companies                                                               X             X            X
Exchange Traded Funds                                                                    X             X            X
Real Estate Investment Trusts ("REITs")                                                  X             X            X
DEBT SECURITIES AND RELATED INVESTMENTS
Debt Securities Selection                                                                X
Debt Securities Rating Information                                                       X             X            X
U.S. Government Securities                                                               X             X            X
Convertible Debt Securities                                                              X             X            X
Municipal Obligations                                                                                  X            X
Mortgage-Backed Securities                                                               X             X            X
Guaranteed Mortgage Pass-Through Securities                                              X             X            X
Multiple-Class Pass-Through Securities and Collateralized Mortgage Obligations
("CMOs")                                                                                 X             X            X
Stripped Mortgage-Backed Securities ("SMBS")                                             X             X            X
Other Risk Factors Associated with Mortgage-Backed Securities                            X             X            X
Asset-Backed Securities                                                                  X             X            X
Subordinated Securities                                                                                X            X
Structured Securities                                                                    X             X            X
Floating Rate Loans                                                                                    X            X
Direct Investment in Loans                                                                             X            X
Assignments                                                                                            X            X
Participation Interests                                                                  X             X            X
Other Information About Floating Rate Loans                                                            X            X
</TABLE>

                                       2
<PAGE>


<TABLE>
<CAPTION>
                                                                                          FIXED        ASSET
                                                                           EQUITY        INCOME      ALLOCATION
                                                                         PORTFOLIOS    PORTFOLIOS    PORTFOLIOS
                                                                        ------------  ------------  -----------
<S>                                                                     <C>           <C>           <C>
Inverse Floating Rate Securities                                                            X            X
Auction Rate Securities                                                                     X            X
Event-Linked Bonds                                                                          X            X
Event-Linked Swaps                                                                          X            X
Zero Coupon, Pay-in-Kind, Deferred and Contingent Payment Securities                        X            X
Inflation Protected Fixed Income Securities                                                 X            X
Brady Bonds                                                                   X             X            X
NON-U.S. INVESTMENTS
Equity Securities of Non-U.S. Issuers                                         X             X            X
Debt Obligations of Non-U.S. Governments                                      X             X            X
Eurodollar Instruments and Samurai and Yankee Bonds                           X             X            X
Investments in Emerging Markets                                               X             X            X
Risks of Non-U.S. Investments                                                 X             X            X
Non-U.S. Securities Markets and Regulations                                   X             X            X
Economic, Political and Social Factors                                        X             X            X
Currency Risks                                                                X             X            X
Custodian Services and Related Investment Costs                               X             X            X
Withholding and Other Taxes                                                   X             X            X
Europe - Recent Events                                                        X             X            X
Investments in Depositary Receipts                                            X             X            X
Foreign Currency Transactions                                                 X             X            X
Options on Foreign Currencies                                                 X             X            X
Natural Disasters                                                             X             X            X
DERIVATIVE INSTRUMENTS
Derivatives                                                                   X             X            X
Options on Securities and Securities Indices                                  X             X            X
Writing Call and Put Options on Securities                                    X             X            X
Writing Call and Put Options on Securities Indices                            X             X            X
Purchasing Call and Put Options                                               X             X            X
Risks of Trading Options                                                      X             X            X
Futures Contracts and Options on Futures Contracts                            X             X            X
Futures Contracts                                                             X             X            X
Hedging Strategies                                                            X             X            X
Options on Futures Contracts                                                  X             X            X
Other Considerations regarding Futures Contracts                              X             X            X
Financial Futures and Options Transactions                                    X             X            X
Interest Rate Swaps, Collars, Caps and Floors                                               X            X
Equity Swaps, Caps, Floors and Collars                                        X                          X
Credit Default Swap Agreements                                                              X            X
Credit Linked Notes                                                                         X            X
Exchange Traded Notes                                                                       X            X
OTHER INVESTMENTS AND INVESTMENT TECHNIQUES
Short-Term Investments                                                        X             X            X
Illiquid Securities                                                           X             X            X
Repurchase Agreements                                                         X             X            X
Reverse Repurchase Agreements                                                 X             X            X
Short Sales Against the Box                                                   X             X            X
Dollar Rolls                                                                  X             X            X
Asset Segregation                                                             X             X            X
Portfolio Turnover                                                            X             X            X
Lending of Portfolio Securities                                               X             X            X
Interfund Lending                                                             X             X            X
</TABLE>

                                       3
<PAGE>


<TABLE>
<CAPTION>
                                                                 FIXED        ASSET
                                                  EQUITY        INCOME      ALLOCATION
                                                PORTFOLIOS    PORTFOLIOS    PORTFOLIOS
                                               ------------  ------------  -----------
<S>                                            <C>           <C>           <C>
When-Issued and Delayed Delivery Securities          X             X            X
Disclosure of Portfolio Holdings                     X             X            X
</TABLE>

EQUITY SECURITIES AND RELATED INVESTMENTS


INVESTMENTS IN EQUITY SECURITIES
Equity securities, such as common stock, generally represent an ownership
interest in a company. While equity securities have historically generated
higher average returns than fixed income securities, equity securities have
also experienced significantly more volatility in those returns. An adverse
event, such as an unfavorable earnings report, may depress the value of a
particular equity security held by the portfolio. Also, the prices of equity
securities, particularly common stocks, are sensitive to general movements in
the stock market. A drop in the stock market may depress the price of equity
securities held by the portfolio.


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

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

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


PREFERRED SHARES

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


Preferred stocks may differ in many of their provisions. Among the features
that differentiate preferred stocks from one another are the dividend rights,
which may be cumulative or noncumulative and participating or
non-participating, redemption provisions, and voting rights. Such features will
establish the income return and may affect the prospects for capital
appreciation or risks of capital loss.

The market prices of preferred stocks are subject to changes in interest rates
and are more sensitive to changes in an issuer's creditworthiness than are the
prices of debt securities. Shareholders of preferred stock may suffer a loss of
value if dividends are not paid. Under ordinary circumstances, preferred stock
does not carry voting rights.


                                       4
<PAGE>

INVESTMENTS IN INITIAL PUBLIC OFFERINGS
Companies involved in initial public offering (IPOs) generally have limited
operating histories, and prospects for future profitability are uncertain. The
market for IPO issuers has been volatile, and share prices of newly public
companies have fluctuated significantly over short periods of time. Further,
stocks of newly-public companies may decline shortly after the IPO. There is no
assurance that the portfolio will have access to IPOs. The purchase of IPO
shares may involve high transaction costs. Because of the price volatility of
IPO shares, the portfolio may choose to hold IPO shares for a very short period
of time. This may increase the turnover of the portfolio and may lead to
increased expenses to the portfolio, such as commissions and transaction costs.
The market for IPO shares can be speculative and/or inactive for extended
periods of time. There may be only a limited number of shares available for
trading. The limited number of shares available for trading in some IPOs may
also make it more difficult for the portfolio to buy or sell significant
amounts of shares without an unfavorable impact on prevailing prices.


PRIVATE INVESTMENTS IN PUBLIC EQUITY
The portfolio may purchase equity securities in a private placement that are
issued by issuers who have outstanding, publicly-traded equity securities of
the same class ("private investments in public equity" or "PIPEs"). Shares in
PIPEs generally are not registered with the SEC until after a certain time
period from the date the private sale is completed. This restricted period can
last many months. Until the public registration process is completed, PIPEs are
restricted as to resale and the portfolio cannot freely trade the securities.
PIPEs may contain provisions that the issuer will pay specified financial
penalties to the holder if the issuer does not publicly register the restricted
equity securities within a specified period of time, but there is no assurance
that the restricted equity securities will be publicly registered, or that the
registration will remain in effect.


INVESTMENT COMPANY SECURITIES AND REAL ESTATE INVESTMENT TRUSTS


OTHER INVESTMENT COMPANIES

The portfolio may invest in the securities of other investment companies to the
extent that such investments are consistent with the portfolio's investment
objectives and policies and permissible under the Investment Company Act of
1940, as amended (the "1940 Act) and the rules thereunder. Investing in other
investment companies subjects the portfolio to the risks of investing in the
underlying securities held by those investment companies. The portfolio, as a
holder of the securities of other investment companies, will bear its pro rata
portion of the other investment companies' expenses, including advisory fees.
These expenses are in addition to the direct expenses of the portfolio's own
operations.



EXCHANGE TRADED FUNDS

The portfolio may invest in exchange traded funds ("ETFs"). ETFs, such as
SPDRs, iShares and various country index funds, are funds whose shares are
traded on a national exchange or the National Association of Securities
Dealers' Automated Quotation System ("NASDAQ"). ETFs may be based on underlying
equity or fixed income securities. SPDRs, for example, seek to provide
investment results that generally correspond to the performance of the
component common stocks of the S&P 500. ETFs do not sell individual shares
directly to investors and only issue their shares in large blocks known as
"creation units." The investor purchasing a creation unit then sells the
individual shares on a secondary market. Therefore, the liquidity of ETFs
depends on the adequacy of the secondary market. There can be no assurance that
an ETF's investment objective will be achieved. ETFs based on an index may not
replicate and maintain exactly the composition and relative weightings of
securities in the index. ETFs are subject to the risks of investing in the
underlying securities. The portfolio, as a holder of the securities of the ETF,
will bear its pro rata portion of the ETF's expenses, including advisory fees.
These expenses are in addition to the direct expenses of the portfolio's own
operations. Many ETFs have received exemptive



                                       5
<PAGE>

orders issued by the Securities and Exchange Commission that would permit the
portfolio to invest in those ETFs beyond the limitations applicable to other
investment companies, subject to certain terms and conditions. Some ETFs are
not structured as investment companies and thus are not regulated under the
1940 Act.

Certain ETFs, including leveraged ETFs and inverse ETFs, may have embedded
leverage. Leveraged ETFs seek to multiply the return of the tracked index
(e.g., twice the return) by using various forms of derivative transactions.
Inverse ETFs seek to negatively correlate with the performance of a particular
index by using various forms of derivative transactions, including by
short-selling the underlying index. An investment in an inverse ETF will
decrease in value when the value of the underlying index rises. By investing in
leveraged ETFs or inverse ETFs, the portfolio can commit fewer assets to the
investment in the securities represented on the index than would otherwise be
required.

Leveraged ETFs and inverse ETFs present all of the risks that regular ETFs
present. In addition, leveraged ETFs and inverse ETFs determine their return
over a specific, pre-set time period, typically daily, and, as a result, there
is no guarantee that the ETF's actual long term returns will be equal to the
daily return that the fund seeks to achieve. For example, on a long-term basis
(e.g., a period of 6 months or a year), the return of a leveraged ETF may in
fact be considerably less than two times the long-term return of the tracked
index. Furthermore, because leveraged ETFs and inverse ETFs achieve their
results by using derivative instruments, they are subject to the risks
associated with derivative transactions, including the risk that the value of
the derivatives may rise or fall more rapidly than other investments, thereby
causing the ETF to lose money and, consequently, the value of the portfolio's
investment to decrease. Investing in derivative instruments also involves the
risk that other parties to the derivative contract may fail to meet their
obligations, which could cause losses to the ETF. Short sales in particular are
subject to the risk that, if the price of the security sold short increases,
the inverse ETF may have to cover its short position at a higher price than the
short sale price, resulting in a loss to the inverse ETF and, indirectly, to
the fund. An ETF's use of these techniques will make the portfolio's investment
in the ETF more volatile than if the portfolio were to invest directly in the
securities underlying the tracked index, or in an ETF that does not use
leverage or derivative instruments. However, by investing in a leveraged ETF or
an inverse ETF rather than directly purchasing and/or selling derivative
instruments, the portfolio will limit its potential loss solely to the amount
actually invested in the ETF (that is, the portfolio will not lose more than
the principal amount invested in the ETF).


REAL ESTATE INVESTMENT TRUSTS ("REITS")
The portfolio may invest in REITs. REITs are companies that invest primarily in
income producing real estate or real estate-related loans or interests. REITs
are generally classified as equity REITs, mortgage REITs or a combination of
equity and mortgage REITs. Equity REITs invest the majority of their assets
directly in real property and derive income primarily from the collection of
rents. Equity REITs can also realize capital gains by selling properties that
have appreciated in value. Mortgage REITs invest the majority of their assets
in real estate mortgages and derive income from the collection of interest
payments. REITs are not taxed on income distributed to shareholders provided
they comply with the applicable requirements of the Internal Revenue Code of
1986, as amended (the "Code"). The portfolio will indirectly bear its
proportionate share of any management and other expenses paid by REITs in which
it invests in addition to the expenses paid by the fund. Such indirect expenses
are not reflected in the fee table or expense example in the fund's prospectus.
Debt securities issued by REITs are, for the most part, general and unsecured
obligations and are subject to risks associated with REITs.

Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. An equity
REIT may be affected by changes in the value of the underlying properties owned
by the REIT. A mortgage REIT may be affected by changes in interest rates and
the ability of the issuers of its portfolio mortgages to repay their
obligations. REITs are dependent upon the skills of their managers and are not
diversified. REITs are generally dependent upon maintaining cash


                                       6
<PAGE>

flows to repay borrowings and to make distributions to shareholders and are
subject to the risk of default by lessees or borrowers. REITs whose underlying
assets are concentrated in properties used by a particular industry, such as
health care, are also subject to risks associated with such industry.

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

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


DEBT SECURITIES AND RELATED INVESTMENTS


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


DEBT SECURITIES RATING INFORMATION
Investment grade debt securities are those rated "BBB" or higher by Standard &
Poor's Ratings Group ("Standard & Poor's") or the equivalent rating of other
nationally recognized statistical rating organizations. Debt securities rated
BBB are considered medium grade obligations with speculative characteristics,
and adverse economic conditions or changing circumstances may weaken the
issuer's ability to pay interest and repay principal.

Below investment grade debt securities are those rated "BB" and below by
Standard & Poor's or the equivalent rating of other nationally recognized
statistical rating organizations. See "Appendix A" for a description of rating
categories.

Below investment grade debt securities or comparable unrated securities are
commonly referred to as "junk bonds" and are considered predominantly
speculative and may be questionable as to principal and interest payments.
Changes in economic conditions are more likely to lead to a weakened capacity
to make principal payments and interest payments. The issuers of high yield
securities also may be more adversely affected than issuers of higher rated
securities by specific corporate or governmental developments or the issuers'
inability to meet specific projected business forecasts. The amount of high
yield securities outstanding has proliferated as an increasing number of
issuers have used high yield securities for corporate financing. The recent
economic downturn has severely affected the ability of many highly leveraged
issuers to service their debt obligations or to repay their obligations upon
maturity. Factors having an adverse impact on the market value of lower quality
securities will have an adverse


                                       7
<PAGE>


effect on the portfolio's net asset value to the extent that it invests in such
securities. In addition, the portfolio may incur additional expenses to the
extent it is required to seek recovery upon a default in payment of principal
or interest on its portfolio holdings or to take other steps to protect its
investment in an issuer.

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

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


Lower rated and comparable unrated debt securities tend to offer higher yields
than higher rated securities with the same maturities because the historical
financial condition of the issuers of such securities may not have been as
strong as that of other issuers. However, lower rated securities generally
involve greater risks of loss of income and principal than higher rated
securities.


For purposes of the portfolio's credit quality policies, if a security receives
different ratings from nationally recognized statistical rating organizations,
the portfolio will use the rating chosen by the portfolio manager as most
representative of the security's credit quality. The ratings of nationally
recognized statistical rating organizations represent their opinions as to the
quality of the securities that they undertake to rate and may not accurately
describe the risk of the security. If a rating organization downgrades the
quality rating assigned to one or more of the portfolio's portfolio securities,
Pioneer or the subadviser will consider what actions, if any, are appropriate
in light of the portfolio's investment objectives and policies including
selling the downgraded security or purchasing additional investment grade
securities of the appropriate credit quality as soon as it is prudent to do so.




U.S. GOVERNMENT SECURITIES
U.S. government securities in which the portfolio invests include debt
obligations of varying maturities issued by the U.S. Treasury or issued or
guaranteed by an agency, authority or instrumentality of the U.S. government,
including the Federal Housing Administration, Federal Financing Bank, Farm
Service Agency, Export-Import Bank of the U.S., Small Business Administration,
Government National Mortgage Association ("GNMA"), General Services
Administration, National Bank for Cooperatives, Federal Farm Credit Banks,
Federal Home Loan Banks ("FHLBs"), Federal Home Loan Mortgage Corporation
("FHLMC"), Federal National Mortgage Association ("FNMA"), Maritime
Administration, Tennessee Valley Authority and various institutions that
previously were or currently are part of the Farm Credit System (which has been
undergoing reorganization since 1987). Some U.S. government securities, such as
U.S. Treasury bills, Treasury notes and Treasury bonds, which differ only in
their interest rates, maturities and times of issuance, are supported by the
full faith and credit of the United States. Others are supported by: (i) the
right of the issuer to borrow from the U.S. Treasury, such as securities of the
FHLBs; (ii) the discretionary authority of the U.S. government to purchase the
agency's obligations, such as securities of FNMA; or (iii) only the credit of
the issuer. Although the U.S. government provided financial support to FNMA and
FHLMC in the past, no assurance can be given that the U.S. government will
provide financial support in


                                       8
<PAGE>

the future to these or other U.S. government agencies, authorities or
instrumentalities that are not supported by the full faith and credit of the
United States. Securities guaranteed as to principal and interest by the U.S.
government, its agencies, authorities or instrumentalities include: (i)
securities for which the payment of principal and interest is backed by an
irrevocable letter of credit issued by the U.S. government or any of its
agencies, authorities or instrumentalities; (ii) participations in loans made
to non-U.S. governments or other entities that are so guaranteed; and (iii) as
a result of initiatives introduced in response to the recent financial market
difficulties, securities of commercial issuers or financial institutions that
qualify for guarantees by U.S. government agencies like the Federal Deposit
Insurance Corporation. The secondary market for certain loan participations
described above is limited and, therefore, the participations may be regarded
as illiquid.

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


CONVERTIBLE DEBT SECURITIES
The portfolio may invest in convertible debt securities which are debt
obligations convertible at a stated exchange rate or formula into common stock
or other equity securities. Convertible securities rank senior to common stocks
in an issuer's capital structure and consequently may be of higher quality and
entail less risk than the issuer's common stock. As with all debt securities,
the market values of convertible securities tend to increase when interest
rates decline and, conversely, tend to decline when interest rates increase.
Depending on the relationship of the conversion price to the market value of
the underlying securities, convertible securities may trade more like equity
securities than debt securities.

A convertible security entitles the holder to receive interest that is
generally paid or accrued until the convertible security matures, or is
redeemed, converted, or exchanged. Convertible securities have unique
investment characteristics, in that they generally (i) have higher yields than
common stocks, but lower yields than comparable non-convertible securities,
(ii) are less subject to fluctuation in value than the underlying common stock
due to their fixed-income characteristics and (iii) provide the potential for
capital appreciation if the market price of the underlying common stock
increases. A convertible security may be subject to redemption at the option of
the issuer at a price established in the convertible security's governing
instruments. If a convertible security held by the portfolio is called for
redemption, the portfolio will be required to permit the issuer to redeem the
security, convert it into the underlying common stock or sell it to a third
party. Any of these actions could result in losses to the portfolio.


MUNICIPAL OBLIGATIONS
The portfolio may purchase municipal obligations. The term "municipal
obligations" generally is understood to include debt obligations issued by
municipalities to obtain funds for various public purposes, the income from
which is, in the opinion of bond counsel to the issuer, excluded from gross
income for U.S. federal income tax purposes. In addition, if the proceeds from
private activity bonds are used for the construction, repair or improvement of
privately operated industrial or commercial facilities,


                                       9
<PAGE>

the interest paid on such bonds may be excluded from gross income for U.S.
federal income tax purposes, although current federal tax laws place
substantial limitations on the size of these issues. The portfolio's
distributions of any interest it earns on municipal obligations will be taxable
as ordinary income to shareholders that are otherwise subject to tax.

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


MORTGAGE-BACKED SECURITIES
The portfolio may invest in mortgage pass-through certificates and
multiple-class pass-through securities, such as real estate mortgage investment
conduits ("REMIC") pass-through certificates, collateralized mortgage
obligations ("CMOs") and stripped mortgage-backed securities ("SMBS"), and
other types of mortgage-backed securities ("MBS") that may be available in the
future. A mortgage-backed security is an obligation of the issuer backed by a
mortgage or pool of mortgages or a direct interest in an underlying pool of
mortgages. Some mortgage-backed securities, such as CMOs, make payments of both
principal and interest at a variety of intervals; others make semiannual
interest payments at a predetermined rate and repay principal at maturity (like
a typical bond). Mortgage-backed securities are based on different types of
mortgages including those on commercial real estate or residential properties.
Mortgage-backed securities often have stated maturities of up to thirty years
when they are issued, depending upon the length of the mortgages underlying the
securities. In practice, however, unscheduled or early payments of principal
and interest on the underlying mortgages may make the securities' effective
maturity shorter than this, and the prevailing interest rates may be higher or
lower than the current yield of the portfolio at the time the portfolio
receives the payments for reinvestment. Mortgage-backed securities may have
less potential for capital appreciation than comparable fixed income
securities, due to the likelihood of increased prepayments of mortgages as
interest rates decline. If the portfolio buys mortgage-backed securities at a
premium, mortgage foreclosures and prepayments of principal by mortgagors
(which may be made at any time without penalty) may result in some loss of the
portfolio's principal investment to the extent of the premium paid.

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

Through its investments in mortgage-backed securities, including those that are
issued by private issuers, the portfolio may have exposure to subprime loans as
well as to the mortgage and credit markets generally. Private issuers include
commercial banks, savings associations, mortgage companies, investment banking
firms, finance companies and special purpose finance entities (called special
purpose vehicles or "SPVs") and other entities that acquire and package
mortgage loans for resale as MBS.

Unlike mortgage-backed securities issued or guaranteed by the U. S. government
or one of its sponsored entities, mortgage-backed securities issued by private
issuers do not have a government or government-sponsored entity guarantee, but
may have credit enhancement provided by external entities such as banks or
financial institutions or achieved through the structuring of the transaction
itself. Examples of such credit support arising out of the structure of the
transaction include the issue of senior and subordinated securities (e.g., the
issuance of securities by an SPV in multiple classes or "tranches", with one or
more


                                       10
<PAGE>

classes being senior to other subordinated classes as to the payment of
principal and interest, with the result that defaults on the underlying
mortgage loans are borne first by the holders of the subordinated class);
creation of "reserve funds" (in which case cash or investments, sometimes
funded from a portion of the payments on the underlying mortgage loans, are
held in reserve against future losses); and "overcollateralization" (in which
case the scheduled payments on, or the principal amount of, the underlying
mortgage loans exceeds that required to make payment of the securities and pay
any servicing or other fees). However, there can be no guarantee that credit
enhancements, if any, will be sufficient to prevent losses in the event of
defaults on the underlying mortgage loans.

In addition, mortgage-backed securities that are issued by private issuers are
not subject to the underwriting requirements for the underlying mortgages that
are applicable to those mortgage-backed securities that have a government or
government-sponsored entity guarantee. As a result, the mortgage loans
underlying private mortgage-backed securities may, and frequently do, have less
favorable collateral, credit risk or other underwriting characteristics than
government or government-sponsored mortgage-backed securities and have wider
variances in a number of terms including interest rate, term, size, purpose and
borrower characteristics. Privately issued pools more frequently include second
mortgages, high loan-to-value mortgages and manufactured housing loans. The
coupon rates and maturities of the underlying mortgage loans in a private
mortgage-backed securities pool may vary to a greater extent than those
included in a government guaranteed pool, and the pool may include subprime
mortgage loans. Subprime loans refer to loans made to borrowers with weakened
credit histories or with a lower capacity to make timely payments on their
loans. For these reasons, the loans underlying these securities have had in
many cases higher default rates than those loans that meet government
underwriting requirements.

The risk of non-payment is greater for mortgage-backed securities that are
backed by mortgage pools that contain subprime loans, but a level of risk
exists for all loans. Market factors adversely affecting mortgage loan
repayments may include a general economic turndown, high unemployment, a
general slowdown in the real estate market, a drop in the market prices of real
estate, or an increase in interest rates resulting in higher mortgage payments
by holders of adjustable rate mortgages.

If the portfolio purchases subordinated mortgage-backed securities, the
subordinated mortgage-backed securities may serve as a credit support for the
senior securities purchased by other investors. In addition, the payments of
principal and interest on these subordinated securities generally will be made
only after payments are made to the holders of securities senior to the
portfolio's securities. Therefore, if there are defaults on the underlying
mortgage loans, the portfolio will be less likely to receive payments of
principal and interest, and will be more likely to suffer a loss.

Privately issued mortgage-backed securities are not traded on an exchange and
there may be a limited market for the securities, especially when there is a
perceived weakness in the mortgage and real estate market sectors. Without an
active trading market, mortgage-backed securities held in the portfolio may be
particularly difficult to value because of the complexities involved in
assessing the value of the underlying mortgage loans.

In the case of private issue mortgage-related securities whose underlying
assets are neither U.S. government securities nor U.S. government-insured
mortgages, to the extent that real properties securing such assets may be
located in the same geographical region, the security may be subject to a
greater risk of default than other comparable securities in the event of
adverse economic, political or business developments that may affect such
region and, ultimately, the ability of residential homeowners to make payments
of principal and interest on the underlying mortgages.

GUARANTEED MORTGAGE PASS-THROUGH SECURITIES. Guaranteed mortgage pass-through
securities represent participation interests in pools of residential mortgage
loans and are issued by U.S. governmental or private lenders and guaranteed by
the U.S. government or one of its agencies or instrumentalities, including but
not limited to GNMA, FNMA and FHLMC. GNMA certificates are guaranteed


                                       11
<PAGE>

by the full faith and credit of the U.S. government for timely payment of
principal and interest on the certificates. FNMA certificates are guaranteed by
FNMA, a federally chartered and privately owned corporation, for full and
timely payment of principal and interest on the certificates. FHLMC
certificates are guaranteed by FHLMC, a corporate instrumentality of the U.S.
government, for timely payment of interest and the ultimate collection of all
principal of the related mortgage loans.

Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create
pass-through pools of conventional residential mortgage loans. Such issuers
may, in addition, be the originators and/or servicers of the underlying
mortgage loans as well as the guarantors of the mortgage-related securities.
Because there are no direct or indirect government or agency guarantees of
payments in pools created by such non-governmental issuers, they generally
offer a higher rate of interest than government and government-related pools.
Timely payment of interest and principal of these pools may be supported by
insurance or guarantees, including individual loan, title, pool and hazard
insurance and letters of credit. The insurance and guarantees are issued by
governmental entities, private insurers and the mortgage poolers. There can be
no assurance that the private insurers or guarantors can meet their obligations
under the insurance policies or guarantee arrangements.

Mortgage-related securities without insurance or guarantees may be purchased if
Pioneer determines that the securities meet the portfolio's quality standards.
Mortgage-related securities issued by certain private organizations may not be
readily marketable.

MULTIPLE-CLASS PASS-THROUGH SECURITIES AND COLLATERALIZED MORTGAGE OBLIGATIONS
("CMOS"). CMOs and REMIC pass-through or participation certificates may be
issued by, among others, U.S. government agencies and instrumentalities as well
as private issuers. REMICs are CMO vehicles that qualify for special tax
treatment under the Internal Revenue Code of 1986, as amended (the "Code") and
invest in mortgages principally secured by interests in real property and other
investments permitted by the Code. CMOs and REMIC certificates are issued in
multiple classes and the principal of and interest on the mortgage assets may
be allocated among the several classes of CMOs or REMIC certificates in various
ways. Each class of CMO or REMIC certificate, often referred to as a "tranche,"
is issued at a specific adjustable or fixed interest rate and must be fully
retired no later than its final distribution date. Generally, interest is paid
or accrues on all classes of CMOs or REMIC certificates on a monthly basis.

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

STRIPPED MORTGAGE-BACKED SECURITIES ("SMBS"). SMBS are multiple-class
mortgage-backed securities that are created when a U.S. government agency or a
financial institution separates the interest and principal components of a
mortgage-backed security and sells them as individual securities. The portfolio
may invest in SMBS that are usually structured with two classes that receive
different proportions of interest and principal distributions on a pool of
mortgage assets. A typical SMBS will have one class receiving some of the
interest and most of the principal, while the other class will receive most of
the interest and the remaining principal. The holder of the "principal-only"
security ("PO") receives the principal payments made by the underlying
mortgage-backed security, while the holder of the "interest-only" security
("IO") receives interest payments from the same underlying security. The prices
of stripped mortgage-backed securities may be particularly affected by changes
in interest rates. As interest rates fall, prepayment rates tend to increase,
which tends to reduce prices of IOs and increase prices of POs. Rising interest
rates can have the opposite effect. Pioneer may determine that certain stripped
mortgage-backed securities issued by the U.S. government, its agencies or
instrumentalities are not readily marketable. If so, these securities, together
with privately-issued stripped mortgage-backed


                                       12
<PAGE>

securities, will be considered illiquid for purposes of the portfolio's
limitation on investments in illiquid securities. The yields and market risk of
interest-only and principal-only SMBS, respectively, may be more volatile than
those of other fixed income securities.

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

OTHER RISK FACTORS ASSOCIATED WITH MORTGAGE-BACKED SECURITIES. Investing in
mortgage-backed securities involves certain risks, including the failure of a
counterparty to meet its commitments, adverse interest rate changes and the
effects of prepayments on mortgage cash flows. In addition, investing in the
lowest tranche of CMOs and REMIC certificates involves risks similar to those
associated with investing in equity securities. However, due to adverse tax
consequences under current tax laws, the portfolio does not intend to acquire
"residual" interests in REMICs. Further, the yield characteristics of
mortgage-backed securities differ from those of traditional fixed income
securities. The major differences typically include more frequent interest and
principal payments (usually monthly), the adjustability of interest rates of
the underlying instrument, and the possibility that prepayments of principal
may be made substantially earlier than their final distribution dates.

Prepayment rates are influenced by changes in current interest rates and a
variety of economic, geographic, social and other factors and cannot be
predicted with certainty. Both adjustable rate mortgage loans and fixed rate
mortgage loans may be subject to a greater rate of principal prepayments in a
declining interest rate environment and to a lesser rate of principal
prepayments in an increasing interest rate environment. Under certain interest
rate and prepayment rate scenarios, the portfolio may fail to recoup fully its
investment in mortgage-backed securities notwithstanding any direct or indirect
governmental, agency or other guarantee. When the portfolio reinvests amounts
representing payments and unscheduled prepayments of principal, it may obtain a
rate of interest that is lower than the rate on existing adjustable rate
mortgage pass-through securities. Thus, mortgage-backed securities, and
adjustable rate mortgage pass-through securities in particular, may be less
effective than other types of U.S. government securities as a means of "locking
in" interest rates.


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

The underlying assets (e.g., loans) are subject to prepayments which shorten
the securities' weighted average maturity and may lower their return. If the
credit support or enhancement is exhausted, losses or delays in payment may
result if the required payments of principal and interest are not made. The
value of these securities also may change because of changes in the market's
perception of the creditworthiness of the servicing agent for the pool, the
originator of the pool, or the financial institution or trust providing the
credit support or enhancement. There may be no perfected security interest in
the collateral that relates to the financial assets that support asset-backed
securities. Asset backed securities have many of the same characteristics and
risks as mortgage-backed securities.

The portfolio may purchase commercial paper, including asset-backed commercial
paper ("ABCP") that is issued by structured investment vehicles or other
conduits. These conduits may be sponsored by mortgage companies, investment
banking firms, finance companies, hedge funds, private equity firms and special
purpose finance entities. ABCP typically refers to a debt security with an
original term to maturity of


                                       13
<PAGE>

up to 270 days, the payment of which is supported by cash flows from underlying
assets, or one or more liquidity or credit support providers, or both. Assets
backing ABCP include credit card, car loan and other consumer receivables and
home or commercial mortgages, including subprime mortgages. The repayment of
ABCP issued by a conduit depends primarily on the cash collections received
from the conduit's underlying asset portfolio and the conduit's ability to
issue new ABCP. Therefore, there could be losses to a portfolio investing in
ABCP in the event of credit or market value deterioration in the conduit's
underlying portfolio, mismatches in the timing of the cash flows of the
underlying asset interests and the repayment obligations of maturing ABCP, or
the conduit's inability to issue new ABCP. To protect investors from these
risks, ABCP programs may be structured with various protections, such as credit
enhancement, liquidity support, and commercial paper stop-issuance and
wind-down triggers. However there can be no guarantee that these protections
will be sufficient to prevent losses to investors in ABCP.

Some ABCP programs provide for an extension of the maturity date of the ABCP
if, on the related maturity date, the conduit is unable to access sufficient
liquidity through the issue of additional ABCP. This may delay the sale of the
underlying collateral and a portfolio may incur a loss if the value of the
collateral deteriorates during the extension period. Alternatively, if
collateral for ABCP deteriorates in value, the collateral may be required to be
sold at inopportune times or at prices insufficient to repay the principal and
interest on the ABCP. ABCP programs may provide for the issuance of
subordinated notes as an additional form of credit enhancement. The
subordinated notes are typically of a lower credit quality and have a higher
risk of default. A portfolio purchasing these subordinated notes will therefore
have a higher likelihood of loss than investors in the senior notes.


Asset-backed securities include collateralized debt obligations ("CDOs"), such
as collateralized bond obligations ("CBOs"), collateralized loan obligations
("CLOs") and other similarly structured securities. A CBO is a trust backed by
a pool of fixed income securities. A CLO is a trust typically collateralized by
a pool of loans, which may include, among others, domestic and foreign senior
secured loans, senior unsecured loans, and subordinate corporate loans,
including loans that may be rated below investment grade or equivalent unrated
loans. CDOs may charge management fees and administrative expenses. Certain
CDOs may use derivatives, such as credit default swaps, to create synthetic
exposure to assets rather than holding such assets directly.


The trust is typically split into two or more portions, called tranches,
varying in credit quality and yield. The riskiest portion is the "equity"
tranche which bears the bulk of defaults from the bonds or loans in the trust
and helps protect the other, more senior tranches from default. Since it is
partially protected from defaults, a senior tranche from a CBO trust or CLO
trust typically has higher ratings and lower yields than its underlying
securities, and can be rated investment grade. Despite the protection from the
equity tranche, CBO or CLO tranches can experience substantial losses due to
actual defaults, increased sensitivity to defaults due to collateral default
and the disappearance of protecting tranches, market anticipation of defaults,
as well as aversion to CBO or CLO securities as a class.


The risks of an investment in a CDO depend largely on the type of the
collateral securities and the class of the CDO in which the portfolio invests.
Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus
are not registered under the securities laws. As a result, investments in CDOs
may be characterized by the portfolio as illiquid securities. However, an
active dealer market may exist under some market conditions for some CDOs. In
addition to the normal risks associated with fixed income securities (e.g.,
interest rate risk and default risk), CDOs carry additional risks including,
but not limited to: (i) the possibility that distributions from collateral
securities will not be adequate to make interest or other payments; (ii) the
quality of the collateral may decline in value or default; (iii) the portfolio
may invest in CDOs that are subordinate to other classes; and (iv) the complex
structure of the security may not be fully understood at the time of investment
and may produce disputes with the issuer or unexpected investment results.



                                       14
<PAGE>

SUBORDINATED SECURITIES
The portfolio may also invest in other types of fixed income securities which
are subordinated or "junior" to more senior securities of the issuer, or which
represent interests in pools of such subordinated or junior securities. Such
securities may include so-called "high yield" or "junk" bonds (i.e., bonds that
are rated below investment grade by a rating agency or that are of equivalent
quality) and preferred stock. Under the terms of subordinated securities,
payments that would otherwise be made to their holders may be required to be
made to the holders of more senior securities, and/or the subordinated or
junior securities may have junior liens, if they have any rights at all, in any
collateral (meaning proceeds of the collateral are required to be paid first to
the holders of more senior securities). As a result, subordinated or junior
securities will be disproportionately adversely affected by a default or even a
perceived decline in creditworthiness of the issuer.


STRUCTURED SECURITIES
The portfolio may invest in structured securities. The value of the principal
and/or interest on such securities is determined by reference to changes in the
value of specific currencies, interest rates, commodities, indices or other
financial indicators (the "Reference") or the relative change in two or more
References. The interest rate or the principal amount payable upon maturity or
redemption may be increased or decreased depending upon changes in the
Reference. The terms of the structured securities may provide in certain
circumstances that no principal is due at maturity and therefore may result in
a loss of the portfolio's investment. Changes in the interest rate or principal
payable at maturity may be a multiple of the changes in the value of the
Reference. Structured securities are a type of derivative instrument and the
payment and credit qualities from these securities derive from the assets
embedded in the structure from which they are issued. Structured securities may
entail a greater degree of risk than other types of fixed income securities.


FLOATING RATE LOANS
A floating rate loan is typically originated, negotiated and structured by a
U.S. or foreign commercial bank, insurance company, finance company or other
financial institution for a group of investors. The financial institution
typically acts as an agent for the investors, administering and enforcing the
loan on their behalf. In addition, an institution, typically but not always the
agent, holds any collateral on behalf of the investors.

The interest rates are adjusted based on a base rate plus a premium or spread
or minus a discount. The base rate usually is the London Interbank Offered Rate
("LIBOR"), the Federal Reserve federal funds rate, the prime rate or other base
lending rates used by commercial lenders. LIBOR usually is an average of the
interest rates quoted by several designated banks as the rates at which they
pay interest to major depositors in the London interbank market on U.S.
dollar-denominated deposits.

Floating rate loans include loans to corporations and institutionally traded
floating rate debt obligations issued by an asset-backed pool, and interests
therein. The portfolio may invest in loans in different ways. The portfolio
may: (i) make a direct investment in a loan by participating as one of the
lenders; (ii) purchase an assignment of a loan; or (iii) purchase a
participation interest in a loan.

DIRECT INVESTMENT IN LOANS. It can be advantageous to the portfolio to make a
direct investment in a loan as one of the lenders. When a new issue is
purchased, such an investment is typically made at par. This means that the
portfolio receives a return at the full interest rate for the loan. Secondary
purchases of loans may be made at par, at a premium from par or at a discount
from par. When the portfolio invests in an assignment of, or a participation
interest in, a loan, the portfolio may pay a fee or forgo a portion of the
interest payment. Consequently, the portfolio's return on such an investment
may be lower than it would have been if the portfolio had made a direct
investment in the underlying corporate loan. The portfolio may be able,
however, to invest in corporate loans only through assignments or participation



                                       15
<PAGE>

interests at certain times when reduced direct investment opportunities in
corporate loans may exist. At other times, however, such as recently,
assignments or participation interests may trade at significant discounts from
par.

ASSIGNMENTS. An assignment represents a portion of a loan previously
attributable to a different lender. The purchaser of an assignment typically
succeeds to all the rights and obligations under the loan agreement of the
assigning investor and becomes an investor under the loan agreement with the
same rights and obligations as the assigning investor. Assignments may,
however, be arranged through private negotiations between potential assignees
and potential assignors, and the rights and obligations acquired by the
purchaser of an assignment may differ from, and be more limited than, those
held by the assigning investor.

PARTICIPATION INTERESTS. Participation interests are interests issued by a
lender or other financial institution, which represent a fractional interest in
a corporate loan. The portfolio may acquire participation interests from the
financial institution or from another investor. The portfolio typically will
have a contractual relationship only with the financial institution that issued
the participation interest. As a result, the portfolio may have the right to
receive payments of principal, interest and any fees to which it is entitled
only from the financial institution and only upon receipt by such entity of
such payments from the borrower. In connection with purchasing a participation
interest, the portfolio generally will have no right to enforce compliance by
the borrower with the terms of the loan agreement, nor any rights with respect
to any funds acquired by other investors through set-off against the borrower
and the portfolio may not directly benefit from the collateral supporting the
loan in which it has purchased the participation interest. As a result, the
portfolio may assume the credit risk of both the borrower and the financial
institution issuing the participation interest. In the event of the insolvency
of the financial institution issuing a participation interest, the portfolio
may be treated as a general creditor of such entity.

OTHER INFORMATION ABOUT FLOATING RATE LOANS. Loans typically have a senior
position in a borrower's capital structure. The capital structure of a borrower
may include loans, senior unsecured loans, senior and junior subordinated debt,
preferred stock and common stock, typically in descending order of seniority
with respect to claims on the borrower's assets. Although loans typically have
the most senior position in a borrower's capital structure, they remain subject
to the risk of non-payment of scheduled interest or principal. Such non-payment
would result in a reduction of income to the portfolio, a reduction in the
value of the investment and a potential decrease in the net asset value of the
portfolio. There can be no assurance that the liquidation of any collateral
securing a loan would satisfy a borrower's obligation in the event of
non-payment of scheduled interest or principal payments, or that such
collateral could be readily liquidated. In the event of bankruptcy of a
borrower, the portfolio could experience delays or limitations with respect to
its ability to realize the benefits of the collateral securing a loan. Although
a loan may be senior to equity and other debt securities in an issuer's capital
structure, such obligations may be structurally subordinated to obligations of
the issuer's subsidiaries. For example, if a holding company were to issue a
loan, even if that issuer pledges the capital stock of its subsidiaries to
secure the obligations under the loan, the assets of the operating companies
are available to the direct creditors of an operating company before they would
be available to the holders of the loan issued by the holding company.

In order to borrow money pursuant to a loan, a borrower will frequently, for
the term of the loan, pledge collateral, including but not limited to, (i)
working capital assets, such as accounts receivable and inventory; (ii)
tangible fixed assets, such as real property, buildings and equipment; (iii)
intangible assets, such as trademarks and patent rights (but excluding
goodwill); and (iv) security interests in shares of stock of subsidiaries or
affiliates. In the case of loans made to non-public companies, the company's
shareholders or owners may provide collateral in the form of secured guarantees
and/or security interests in assets that they own. In many instances, a loan
may be secured only by stock in the borrower or its subsidiaries. Collateral
may consist of assets that may not be readily liquidated, and there is no
assurance that the liquidation of such assets would satisfy fully a borrower's
obligations under a loan.


                                       16
<PAGE>

In the process of buying, selling and holding loans, the portfolio may receive
and/or pay certain fees. Any fees received are in addition to interest payments
received and may include facility fees, commitment fees, commissions and
prepayment penalty fees. When the portfolio buys a loan it may receive a
facility fee and when it sells a loan it may pay a facility fee. On an ongoing
basis, the portfolio may receive a commitment fee based on the undrawn portion
of the underlying line of credit portion of a loan. In certain circumstances,
the portfolio may receive a prepayment penalty fee upon the prepayment of a
loan by a borrower. Other fees received by the portfolio may include covenant
waiver fees and covenant modification fees.

A borrower must comply with various restrictive covenants contained in a loan
agreement or note purchase agreement between the borrower and the holders of
the loan. Such covenants, in addition to requiring the scheduled payment of
interest and principal, may include restrictions on dividend payments and other
distributions to stockholders, provisions requiring the borrower to maintain
specific minimum financial ratios, and limits on total debt.

In a typical loan, the agent administers the terms of the loan agreement. In
such cases, the agent is normally responsible for the collection of principal
and interest payments from the borrower and the apportionment of these payments
to the credit of all institutions that are parties to the loan agreement. The
portfolio will generally rely upon the agent or an intermediate participant to
receive and forward to the portfolio its portion of the principal and interest
payments on the loan. Furthermore, unless the portfolio has direct recourse
against the borrower, the portfolio will rely on the agent and the other
investors to use appropriate credit remedies against the borrower.

For some loans, such as revolving credit facility loans ("revolvers"), an
investor may have certain obligations pursuant to the loan agreement that may
include the obligation to make additional loans in certain circumstances. The
portfolio generally will reserve against these contingent obligations by
segregating or otherwise designating a sufficient amount of permissible liquid
assets. Delayed draw term loans are similar to revolvers, except that once
drawn upon by the borrower during the commitment period, they remain
permanently drawn and become term loans. A prefunded L/C term loan is a
facility created by the borrower in conjunction with an agent, with the loan
proceeds acting as collateral for the borrower's obligations in respect of the
letters of credit. Each participant in a prefunded L/C term loan fully funds
its commitment amount to the agent for the facility.

The portfolio may acquire interests in loans that are designed to provide
temporary or "bridge" financing to a borrower pending the sale of identified
assets or the arrangement of longer-term loans or the issuance and sale of debt
obligations. Bridge loans often are unrated. The portfolio may also invest in
loans of borrowers that have obtained bridge loans from other parties. A
borrower's use of bridge loans involves a risk that the borrower may be unable
to locate permanent financing to replace the bridge loan, which may impair the
borrower's perceived creditworthiness.

From time to time, Pioneer and its affiliates may borrow money from various
banks in connection with their business activities. Such banks may also sell
interests in loans to or acquire them from the portfolio or may be intermediate
participants with respect to loans in which the portfolio owns interests. Such
banks may also act as agents for loans held by the portfolio.


INVERSE FLOATING RATE SECURITIES
The portfolio may invest in inverse floating rate obligations. The interest on
an inverse floater resets in the opposite direction from the market rate of
interest to which the inverse floater is indexed. An inverse floater may be
considered to be leveraged to the extent that its interest rate varies by a
magnitude that exceeds the magnitude of the change in the index rate of
interest. The higher degree of leverage inherent in inverse floaters is
associated with greater volatility in their market values.


                                       17
<PAGE>

AUCTION RATE SECURITIES

The portfolio may invest in auction rate securities. Auction rate securities
consist of auction rate debt securities and auction rate preferred securities
issued by closed-end investment companies. Provided that the auction mechanism
is successful, auction rate securities usually permit the holder to sell the
securities in an auction at par value at specified intervals. The dividend is
reset by "Dutch" auction in which bids are made by broker-dealers and other
institutions for a certain amount of securities at a specified minimum yield.
The dividend rate set by the auction is the lowest interest or dividend rate
that covers all securities offered for sale. While this process is designed to
permit auction rate securities to be traded at par value, there is the risk
that an auction will fail due to insufficient demand for the securities. If an
auction fails, the dividend rate of the securities generally adjusts to a
maximum rate specified in the issuer's offering or charter documents. Security
holders that submit sell orders in a failed auction may not be able to sell any
or all of the shares for which they have submitted sell orders. Broker-dealers
may try to facilitate secondary trading in auction rate securities, although
such secondary trading may be limited and may only be available for
shareholders willing to sell at a discount. Since February 2008, nearly all
such auctions have failed, significantly affecting the liquidity of auction
rate securities. Holders of such securities have generally continued to receive
dividends at the above-mentioned maximum rate. There is no assurance that
auctions will resume or that any market will develop for auction rate
securities. Valuations of such securities are highly speculative. With respect
to auction rate securities issued by a closed-end fund, the portfolio will
indirectly bear its proportionate share of any management fees paid by the
closed-end fund in addition to the advisory fee payable directly by the fund.



EVENT-LINKED BONDS
The portfolio may invest in "event-linked" bonds, which sometimes are referred
to as "insurance-linked" or "catastrophe" bonds. Event-linked bonds are debt
obligations for which the return of principal and the payment of interest are
contingent on the non-occurrence of a pre-defined "trigger" event, such as a
hurricane or an earthquake of a specific magnitude. For some event-linked
bonds, the trigger event's magnitude may be based on losses to a company or
industry, index-portfolio losses, industry indexes or readings of scientific
instruments rather than specified actual losses. If a trigger event, as defined
within the terms of an event-linked bond, involves losses or other metrics
exceeding a specific magnitude in the geographic region and time period
specified therein, the portfolio may lose a portion or all of its accrued
interest and/or principal invested in such event-linked bond. The portfolio is
entitled to receive principal and interest payments so long as no trigger event
occurs of the description and magnitude specified by the instrument.


Event-linked bonds may be issued by government agencies, insurance companies,
reinsurers, special purpose corporations or other on-shore or off-shore
entities. In addition to the specified trigger events, event-linked bonds may
also expose the portfolio to other risks, including but not limited to issuer
(credit) default, adverse regulatory or jurisdictional interpretations and
adverse tax consequences. Event-linked bonds are subject to the risk that the
model used to calculate the probability of a trigger event was not accurate and
underestimated the likelihood of a trigger event. This may result in more
frequent and greater than expected loss of principal and/or interest, which
would adversely impact the portfolio's total returns. Further, to the extent
there are events that involve losses or other metrics, as applicable, that are
at, or near, the threshold for a trigger event, there may be some delay in the
return of principal and/or interest until it is determined whether a trigger
event has occurred. Finally, to the extent there is a dispute concerning the
definition of the trigger event relative to the specific manifestation of a
catastrophe, there may be losses or delays in the payment of principal and/or
interest on the event-linked bond. Lack of a liquid market for these
instruments may impose the risk of higher transactions costs and the
possibility that the portfolio may be forced to liquidate positions when it
would not be advantageous to do so.



                                       18
<PAGE>


Event-linked bonds may include notes or preferred shares issued by special
purpose vehicles structured to comprise a portion of an reinsurer's or
insurer's catastrophe-oriented business, known as sidecars, or to provide
reinsurance to reinsurers or insurers, known as collateralized reinsurance
("Reinsurance Notes"). An investor in Reinsurance Notes participates in the
premiums and losses associated with underlying reinsurance contracts.
Reinsurance Notes are subject to the same risks discussed herein for
event-linked bonds. In addition, because Reinsurance Notes represent an
interest in underlying reinsurance contracts, the portfolio has limited
transparency into the underlying insurance policies and therefore must rely
upon the risk assessment and sound underwriting practices of the reinsurer
and/or insurer. Accordingly, it may be more difficult for the investment
adviser to fully evaluate the underlying risk profile of the portfolio's
investment in Reinsurance Notes and therefore place the portfolio's assets at
greater risk of loss than if the adviser had more complete information. The
lack of transparency may also make the valuation of Reinsurance Notes more
difficult and potentially result in mispricing that could result in losses to
the portfolio. Reinsurance Notes are also subject to extension risk. The
sponsor of such an investment might have the right to extend the maturity of
the notes to verify that the trigger event did occur or to process and audit
insurance claims. In certain circumstances, the extension may exceed two years.



Event-linked bonds are typically rated by at least one nationally recognized
rating agency, but also may be unrated. Although each rating agency utilizes
its own general guidelines and methodology to evaluate the risks of an
event-linked bond, the average rating in the current market for event-linked
bonds is "BB" by Standard &Poor's Rating Group (or the equivalent rating for
another rating agency). However, there are event-linked bonds rated higher or
lower than "BB."

The portfolio's investments in event-linked bonds generally will be rated B, BB
or BBB at the time of purchase, although the portfolio may invest in
event-linked bonds rated higher or lower than these ratings, as well as
event-linked bonds that are unrated. The rating for an event-linked bond
primarily reflects the rating agency's calculated probability that a
pre-defined trigger event will occur. This rating also assesses the bond's
credit risk and model used to calculate the probability of the trigger event.

Event-linked bonds typically are restricted to qualified institutional buyers
and, therefore, are not subject to registration with the Securities and
Exchange Commission or any state securities commission and are not listed on
any national securities exchange. The amount of public information available
with respect to event-linked bonds is generally less extensive than that
available for issuers of registered or exchange listed securities. Event-linked
bonds may be subject to the risks of adverse regulatory or jurisdictional
determinations. There can be no assurance that future regulatory determinations
will not adversely affect the overall market for event-linked bonds.


EVENT-LINKED SWAPS
The portfolio may obtain event-linked exposure by investing in event-linked
swaps, which typically are contingent, or formulaically related to defined
trigger events, or by pursuing similar event-linked derivative strategies.
Trigger events include hurricanes, earthquakes and weather-related phenomena.
If a trigger event occurs, the portfolio may lose the swap's notional amount.
As derivative instruments, event-linked swaps are subject to risks in addition
to the risks of investing in event-linked bonds, including counterparty risk
and leverage risk.


ZERO COUPON, PAY-IN-KIND, DEFERRED AND CONTINGENT PAYMENT SECURITIES
The portfolio may invest in zero coupon securities, which are securities that
are sold at a discount to par value and on which interest payments are not made
during the life of the security. Upon maturity, the holder is entitled to
receive the par value of the security. Pay-in-kind securities are securities
that have interest payable by delivery of additional securities. Upon maturity,
the holder is entitled to receive the aggregate par value of the securities. A
portfolio accrues income with respect to zero coupon and pay-in-kind securities
prior to the receipt of cash payments. Deferred payment securities are
securities that remain zero coupon securities until a predetermined date, at
which time the stated coupon rate


                                       19
<PAGE>

becomes effective and interest becomes payable at regular intervals. The
interest rate on contingent payment securities is determined by the outcome of
an event, such as the performance of a financial index. If the financial index
does not increase by a prescribed amount, the portfolio may receive no
interest.


INFLATION-PROTECTED FIXED INCOME SECURITIES
The portfolio may invest in inflation-linked fixed income securities, including
Treasury Inflation Protected Securities ("TIPS") issued by the U.S. government,
which are fixed income securities whose principal value is periodically
adjusted according to the rate of inflation. The interest rate on TIPS is fixed
at issuance, but over the life of the bond this interest may be paid on an
increasing or decreasing principal value that has been adjusted for inflation.
Although repayment of the original bond principal upon maturity is guaranteed,
the market value of TIPS is not guaranteed, and will fluctuate.

The values of TIPS generally fluctuate in response to changes in real interest
rates, which are in turn tied to the relationship between nominal interest
rates and the rate of inflation. If inflation were to rise at a faster rate
than nominal interest rates, real interest rates might decline, leading to an
increase in the value of TIPS. In contrast, if nominal interest rates were to
increase at a faster rate than inflation, real interest rates might rise,
leading to a decrease in the value of TIPS. If inflation is lower than expected
during the period the fund holds TIPS, the portfolio may earn less on the TIPS
than on a conventional bond. If interest rates rise due to reasons other than
inflation (for example, due to changes in the currency exchange rates),
investors in TIPS may not be protected to the extent that the increase is not
reflected in the bonds' inflation measure. There can be no assurance that the
inflation index for TIPS will accurately measure the real rate of inflation in
the prices of goods and services.

Any increase in principal value of TIPS caused by an increase in the consumer
price index is taxable in the year the increase occurs, even though the
portfolio holding TIPS will not receive cash representing the increase at that
time. As a result, the portfolio could be required at times to liquidate other
investments, including when it is not advantageous to do so, in order to
satisfy the distribution requirements applicable to regulated investment
companies under the Code.

If the portfolio invests in TIPS, it will be required to treat as original
issue discount any increase in the principal amount of the securities that
occurs during the course of its taxable year. If the portfolio purchases such
inflation protected securities that are issued in stripped form either as
stripped bonds or coupons, it will be treated as if it had purchased a newly
issued debt instrument having original issue discount.

Because the portfolio is required to distribute substantially all of its net
investment income (including accrued original issue discount), the portfolio's
investment in either zero coupon bonds or TIPS may require it to distribute to
shareholders an amount greater than the total cash income it actually receives.
Accordingly, in order to make the required distributions, the portfolio may be
required to borrow or liquidate securities.


BRADY BONDS
The portfolio may invest in Brady bonds of countries that have restructured or
are in the process of restructuring sovereign debt pursuant to the "Brady
Plan." Brady bonds are debt securities issued under the framework of the Brady
Plan as a mechanism for debtor nations to restructure their outstanding
external indebtedness (generally, commercial bank debt). In restructuring its
external debt under the Brady Plan framework, a debtor nation negotiates with
its existing bank lenders as well as multilateral institutions such as the
World Bank and the International Monetary Fund. The Brady Plan framework, as it
has developed, contemplates the exchange of commercial bank debt for newly
issued bonds (Brady bonds).


                                       20
<PAGE>

Brady bonds may involve a high degree of risk, may be in default or present the
risk of default. Investors should recognize that Brady bonds have been issued
only recently, and, accordingly, they do not have a long payment history.
Agreements implemented under the Brady Plan to date are designed to achieve
debt and debt-service reduction through specific options negotiated by a debtor
nation with its creditors. As a result, the financial packages offered by each
country differ.


NON-U.S. INVESTMENTS


EQUITY SECURITIES OF NON-U.S. ISSUERS
The portfolio may invest in equity securities of non-U.S. issuers, including
American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"),
Global Depositary Receipts ("GDRs") and other similar instruments.


DEBT OBLIGATIONS OF NON-U.S. GOVERNMENTS
The portfolio may invest in all types of debt obligations of non-U.S.
governments. An investment in debt obligations of non-U.S. governments and
their political subdivisions (sovereign debt) involves special risks that are
not present in corporate debt obligations. The non-U.S. issuer of the sovereign
debt or the non-U.S. governmental authorities that control the repayment of the
debt may be unable or unwilling to repay principal or interest when due, and
the portfolio may have limited recourse in the event of a default. As a
sovereign entity, the issuing government may be immune from lawsuits in the
event of its failure or refusal to pay the obligations when due. During periods
of economic uncertainty (such as the financial crisis that began in 2008), the
values of sovereign debt and of securities of issuers that purchase sovereign
debt may be more volatile than prices of debt obligations of U.S. issuers. In
the past, certain non-U.S. countries have encountered difficulties in servicing
their debt obligations, withheld payments of principal and interest, declared
moratoria on the payment of principal and interest on their sovereign debt, or
restructured their debt to effectively eliminate portions of it, and similar
occurrences may happen in the future. There is no bankruptcy proceeding by
which sovereign debt on which governmental entities have defaulted may be
collected in whole or in part.

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

EURODOLLAR INSTRUMENTS AND SAMURAI AND YANKEE BONDS. The portfolio may invest
in Eurodollar instruments and Samurai and Yankee bonds. Eurodollar instruments
are bonds of corporate and government issuers that pay interest and principal
in U.S. dollars but are issued in markets outside the United States, primarily
in Europe. Samurai bonds are yen-denominated bonds sold in Japan by
non-Japanese issuers. Yankee bonds are U.S. dollar denominated bonds typically
issued in the U.S. by non-U.S. governments and their agencies and non-U.S.
banks and corporations. The portfolio may also invest in Eurodollar
Certificates of Deposit ("ECDs"), Eurodollar Time Deposits ("ETDs") and Yankee
Certificates of Deposit ("Yankee CDs"). ECDs are U.S. dollar-denominated
certificates of deposit issued by non-U.S. branches of domestic banks; ETDs are
U.S. dollar-denominated deposits in a non-U.S. branch of a U.S. bank or in a
non-U.S. bank; and Yankee CDs are U.S. dollar-denominated certificates of
deposit issued by a U.S. branch of a non-U.S. bank and held in the U.S. These
investments involve risks that are


                                       21
<PAGE>

different from investments in securities issued by U.S. issuers, including
potential unfavorable political and economic developments, non-U.S. withholding
or other taxes, seizure of non-U.S. deposits, currency controls, interest
limitations or other governmental restrictions which might affect payment of
principal or interest.

INVESTMENTS IN EMERGING MARKETS. The portfolio may invest in securities of
issuers in countries with emerging economies or securities markets. Emerging
economies or securities markets will generally include, but not be limited to,
countries included in the Morgan Stanley Capital International (MSCI) Emerging
& Frontier Markets Index. The portfolio will generally focus on emerging
markets that do not impose unusual trading requirements which tend to restrict
the flow of investments. In addition, the portfolio may invest in unquoted
securities of emerging market issuers.

RISKS OF NON-U.S. INVESTMENTS. Investing in securities of non-U.S. issuers
involves considerations and risks not typically associated with investing in
the securities of issuers in the U.S. These risks are heightened with respect
to investments in countries with emerging markets and economies. The risks of
investing in securities of non-U.S. issuers generally, or in issuers with
significant exposure to non-U.S. markets, may be related, among other things,
to (i) differences in size, liquidity and volatility of, and the degree and
manner of regulation of, the securities markets of certain non-U.S. markets
compared to the securities markets in the U.S.; (ii) economic, political and
social factors; and (iii) foreign exchange matters, such as restrictions on the
repatriation of capital, fluctuations in exchange rates between the U.S. dollar
and the currencies in which the portfolio securities are quoted or denominated,
exchange control regulations and costs associated with currency exchange. The
political and economic structures in certain countries, particularly emerging
markets, may undergo significant evolution and rapid development, and such
countries may lack the social, political and economic stability characteristic
of more developed countries.


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


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


                                       22
<PAGE>

restrictions on foreign investments and on repatriation of capital invested. In
the event of such expropriation, nationalization or other confiscation in any
emerging country, the portfolio could lose its entire investment in that
country.


Investments that have exposure to Russian or Ukrainian issuers or markets may
be significantly affected by recent events in those regions and economic
sanctions against Russia and other responses to these events by the United
States and other nations.


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

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

Unanticipated political or social developments may affect the values of the
portfolio's investments and the availability to the portfolio of additional
investments in such countries. In the past, the economies, securities and
currency markets of many emerging markets have experienced significant
disruption and declines. There can be no assurance that these economic and
market disruptions might not occur again.

Economies in emerging market countries generally are dependent heavily upon
international trade and, accordingly, have been and may continue to be affected
adversely by trade barriers, exchange controls, managed adjustments in relative
currency values and other protectionist measures imposed or negotiated by the
countries with which they trade. These economies also have been, and may
continue to be, affected adversely and significantly by economic conditions in
the countries with which they trade.


Some countries in Europe have experienced severe economic and financial
difficulties. Many non-governmental issuers, and even certain governments, have
defaulted on, or been forced to restructure, their debts; many other issuers
have faced difficulties obtaining credit or refinancing existing obligations;
financial institutions have in many cases required government or central bank
support, have needed to raise capital, and/or have been impaired in their
ability to extend credit; and financial markets in Europe and elsewhere have
experienced extreme volatility and declines in asset values and liquidity.
These difficulties may continue, worsen or spread within and beyond Europe.
Responses to the financial problems by European governments, central banks and
others, including austerity measures and reforms, may not work, may result in
social unrest and may limit future growth and economic recovery or have other
unintended consequences. Further defaults or restructurings by governments and
others of their debt could have additional adverse effects on economies,
financial markets and asset valuations around the world. In addition, one or
more countries may abandon the euro, the common currency of the European Union,
and/or withdraw from the European Union. The impact of these actions,
especially if they occur in a disorderly fashion, is not clear but could be
significant and far-reaching. Whether or not the portfolio invests in
securities of issuers located in Europe or with significant exposure to
European issuers or countries, these events could negatively affect the value
and liquidity of the portfolio's investments due to the interconnected nature
of the global economy and capital markets.

CURRENCY RISKS. Because the portfolio, under normal circumstances, will invest
a substantial portion of its assets in securities which are denominated or
quoted in non-U.S. currencies, the strength or weakness of the U.S. dollar
against such currencies will affect the portfolio's investment performance. A
decline in



                                       23
<PAGE>

the value of any particular non-U.S. currency against the U.S. dollar will
cause a decline in the U.S. dollar value of the portfolio's holdings of
securities denominated or quoted in such currency and, therefore, may cause an
overall decline in the portfolio's net asset value and any net investment
income and capital gains to be distributed in U.S. dollars to shareholders of
the portfolio. Even if the portfolio attempts to hedge against the effects of
adverse changes in non-U.S. currency exchange rates, there will be significant
limitations on the portfolio's ability to hedge effectively against the
currency risks associated with its portfolio investments.

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

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

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


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



INVESTMENTS IN DEPOSITARY RECEIPTS
The portfolio may hold securities of non-U.S. issuers in the form of ADRs,
EDRs, GDRs and other similar instruments. Generally, ADRs in registered form
are designed for use in U.S. securities markets, and EDRs and GDRs and other
similar global instruments in bearer form are designed for use in non-U.S.
securities markets.

ADRs are denominated in U.S. dollars and represent an interest in the right to
receive securities of non-U.S. issuers deposited in a U.S. bank or
correspondent bank. ADRs do not eliminate all the risk inherent in investing in
the securities of non-U.S. issuers. However, by investing in ADRs rather than
directly in equity securities of non-U.S. issuers, the portfolio will avoid
currency risks during the settlement period for either purchases or sales. EDRs
and GDRs are not necessarily denominated in the same currency as the underlying
securities which they represent.

For purposes of the portfolio's investment policies, investments in ADRs, EDRs,
GDRs and similar instruments will be deemed to be investments in the underlying
equity securities of non-U.S. issuers. The portfolio may acquire depositary
receipts from banks that do not have a contractual relationship with the


                                       24
<PAGE>

issuer of the security underlying the depositary receipt to issue and secure
such depositary receipt. To the extent the portfolio invests in such
unsponsored depositary receipts there may be an increased possibility that the
portfolio may not become aware of events affecting the underlying security and
thus the value of the related depositary receipt. In addition, certain benefits
(i.e., rights offerings) which may be associated with the security underlying
the depositary receipt may not inure to the benefit of the holder of such
depositary receipt.


FOREIGN CURRENCY TRANSACTIONS
The portfolio may engage in foreign currency transactions. These transactions
may be conducted at the prevailing spot rate for purchasing or selling currency
in the foreign exchange market. The portfolio also may enter into forward
foreign currency exchange contracts, which are contractual agreements to
purchase or sell a specified currency at a specified future date and price set
at the time of the contract.

The portfolio may enter into forward foreign currency exchange contracts
involving currencies of the different countries in which the portfolio invests
as a hedge against possible variations in the foreign exchange rates between
these currencies and the U.S. dollar. Transaction hedging is the purchase or
sale of forward foreign currency contracts with respect to specific receivables
or payables of the portfolio, accrued in connection with the purchase and sale
of its portfolio securities quoted in foreign currencies. Portfolio hedging is
the use of forward foreign currency contracts to offset portfolio security
positions denominated or quoted in such foreign currencies. There is no
guarantee that the portfolio will be engaged in hedging activities when adverse
exchange rate movements occur or that its hedging activities will be
successful. The portfolio will not attempt to hedge all of its foreign
portfolio positions and will enter into such transactions only to the extent,
if any, deemed appropriate by Pioneer or the subadviser.

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

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

The portfolio may use forward currency exchange contracts to reduce or gain
exposure to a currency. To the extent the portfolio gains exposure to a
currency through these instruments, the resulting exposure may exceed the value
of securities denominated in that currency held by the portfolio. For example,
where the portfolio's security selection has resulted in an overweight or
underweight exposure to a particular currency relative to the fund's benchmark,
the portfolio may seek to adjust currency exposure using forward currency
exchange contracts.

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

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


                                       25
<PAGE>

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

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

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

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



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

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

The portfolio may also write options on foreign currencies for hedging
purposes. For example, if the portfolio anticipated a decline in the dollar
value of securities quoted or denominated in a foreign currency because of
declining exchange rates, it could, instead of purchasing a put option, write a
covered call option on the relevant currency. If the expected decline occurs,
the option will most likely not be exercised, and the decrease in value of
portfolio securities will be partially offset by the amount of the premium
received by the portfolio.


                                       26
<PAGE>

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

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

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

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

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



NATURAL DISASTERS
Certain areas of the world, including areas within the United States,
historically have been prone to natural disasters, such as hurricanes,
earthquakes, typhoons, flooding, tidal waves, tsunamis, erupting volcanoes,
wildfires or droughts. Such disasters, and the resulting damage, could have a
significant adverse impact on the economies of those areas and on the ability
of issuers in which the portfolio invests to conduct their businesses, and thus
on the investments made by the portfolio in such geographic areas and/or
issuers. Adverse weather conditions could have a significant adverse impact on
issuers in the agricultural sector and on insurance companies that insure
against the impact of natural disasters.


                                       27
<PAGE>

DERIVATIVE INSTRUMENTS


DERIVATIVES

The portfolio may, but is not required to, 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. The portfolio
may use derivatives for a variety of purposes, including: in an attempt to
hedge against adverse changes in the market prices of securities, interest
rates or currency exchange rates; as a substitute for purchasing or selling
securities; to attempt to increase the portfolio's return as a non-hedging
strategy that may be considered speculative; and to manage portfolio
characteristics (for example, for portfolios investing in securities
denominated in non-U.S. currencies, a portfolio's currency exposure, or, for
portfolios investing in fixed income securities, a portfolio's duration or
credit quality). The portfolio may choose not to make use of derivatives for a
variety of reasons, and any use may be limited by applicable law and
regulations.

Using derivatives exposes the portfolio to additional risks and may increase
the volatility of the portfolio's net asset value and may not provide the
expected result. Derivatives may have a leveraging effect on the portfolio.
Leverage generally magnifies the effect of a change in the value of an asset
and creates a risk of loss of value in a larger pool of assets than the
portfolio would otherwise have had. Therefore, using derivatives can
disproportionately increase losses and reduce opportunities for gain. If
changes in a derivative's value do not correspond to changes in the value of
the portfolio's other investments or do not correlate well with the underlying
assets, rate or index, the portfolio may not fully benefit from, or could lose
money on, or could experience unusually high expenses as a result of, the
derivative position. Derivatives involve the risk of loss if the counterparty
defaults on its obligation. Certain derivatives may be less liquid, which may
reduce the returns of the portfolio if it cannot sell or terminate the
derivative at an advantageous time or price. The portfolio also may have to
sell assets at inopportune times to satisfy its obligations. The portfolio may
not be able to purchase or sell a portfolio security at a time that would
otherwise be favorable for it to do so, or may have to sell a portfolio
security at a disadvantageous time or price to maintain cover or to segregate
securities in connection with its use of derivatives. Some derivatives may
involve the risk of improper valuation. Suitable derivatives may not be
available in all circumstances or at reasonable prices and may not be used by
the portfolio for a variety of reasons.

Financial reform laws enacted after the financial crisis of 2008-2009, such as
the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"),
are changing many aspects of financial regulation applicable to derivatives.
For instance, Dodd-Frank calls for the comprehensive regulation of swaps by the
Commodity Futures Trading Commission (the "CFTC") and the Securities and
Exchange Commission (the "SEC"). The CFTC and the SEC are in the process of
adopting and implementing new regulations applicable to these instruments,
including rules with respect to recordkeeping, reporting, business conduct,
relationship documentation, margin, collateral, clearing, and trade execution
requirements. In addition, Dodd-Frank requires the registration of certain
parties that deal or engage in substantial trading, execution or advisory
activities in the markets for swaps. The extent and impact of these regulations
are not yet fully known and may not be known for some time.

The portfolio's use of derivatives may be affected by other applicable laws and
regulations and may be subject to review by the SEC, the CFTC, exchange and
market authorities and other regulators in the United States and abroad. The
portfolio's ability to use derivatives may be limited by tax considerations.

Certain derivatives transactions, including certain options, swaps, forward
contracts, and certain options on foreign currencies, are entered into directly
by the counterparties or through financial institutions acting as market makers
(OTC derivatives), rather than being traded on exchanges or in markets
registered with the CFTC or the SEC. Many of the protections afforded to
exchange participants will not be available to participants in OTC derivatives
transactions. For example, OTC derivatives transactions are not subject to the
guarantee of an exchange, and only OTC derivatives that are either required to
be cleared or submitted



                                       28
<PAGE>


voluntarily for clearing to a clearinghouse will enjoy all of the protections
that central clearing provides against default by the original counterparty to
the trade. In an OTC derivatives transaction that is not cleared, the portfolio
bears the risk of default by its counterparty. In a cleared derivatives
transaction, the portfolio is instead exposed to the risk of default of the
clearinghouse and, to the extent the portfolio has posted any margin, the risk
of default of the broker through which it has entered into the transaction.
Information available on counterparty creditworthiness may be incomplete or
outdated, thus reducing the ability to anticipate counterparty defaults.

Derivatives involve operational risk. There may be incomplete or erroneous
documentation or inadequate collateral or margin, or transactions may fail to
settle. For derivatives not guaranteed by an exchange or clearinghouse, the
portfolio may have only contractual remedies in the event of a counterparty
default, and there may be delays, costs, or disagreements as to the meaning of
contractual terms and litigation in enforcing those remedies.

Swap contracts that are required to be cleared must be traded on a regulated
execution facility or contract market that makes them available for trading.
The establishment of a centralized exchange or market for swap transactions may
disrupt or limit the swap market and may not result in swaps being easier to
trade or value. Market-traded swaps may become more standardized, and the
portfolio may not be able to enter into swaps that meet its investment needs.
The portfolio also may not be able to find a clearinghouse willing to accept
the swaps for clearing. The new regulations may make using swaps more costly,
may limit their availability, or may otherwise adversely affect their value or
performance. Risks associated with the use of derivatives are magnified to the
extent that a large portion of the portfolio's assets are committed to
derivatives in general or are invested in just one or a few types of
derivatives.



OPTIONS ON SECURITIES AND SECURITIES INDICES
The portfolio may purchase and write put and call options on any security in
which it may invest or options on any securities index based on securities in
which it may invest. The portfolio may also be able to enter into closing sale
transactions in order to realize gains or minimize losses on options it has
purchased.

WRITING CALL AND PUT OPTIONS ON SECURITIES. A call option written by the
portfolio obligates the portfolio to sell specified securities to the holder of
the option at a specified price if the option is exercised at any time before
the expiration date. The exercise price may differ from the market price of an
underlying security. The portfolio has the risk of loss that the price of an
underlying security may decline during the call period. The risk may be offset
to some extent by the premium the portfolio receives. If the value of the
investment does not rise above the call price, it's likely that the call will
lapse without being exercised. In that case, the portfolio would keep the cash
premium and the investment. All call options written by the portfolio are
covered, which means that the portfolio will own the securities subject to the
options as long as the options are outstanding, or the portfolio will use the
other methods described below. The portfolio's purpose in writing covered call
options is to realize greater income than would be realized on portfolio
securities transactions alone. However, the portfolio may forgo the opportunity
to profit from an increase in the market price of the underlying security.

A put option written by the portfolio would obligate the portfolio to purchase
specified securities from the option holder at a specified price if the option
is exercised at any time before the expiration date. The portfolio has no
control over when it may be required to purchase the underlying securities. All
put options written by the portfolio would be covered, which means that the
portfolio would have segregated assets with a value at least equal to the
exercise price of the put option. The purpose of writing such options is to
generate additional income for the portfolio. However, in return for the option
premium, the portfolio accepts the risk that it may be required to purchase the
underlying security at a price in excess of its market value at the time of
purchase.


                                       29
<PAGE>

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

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

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

Index options are subject to the timing risk inherent in writing index options.
When an index option is exercised, the amount of cash that the holder is
entitled to receive is determined by the difference between the exercise price
and the closing index level on the date when the option is exercised. If a
portfolio has purchased an index option and exercises it before the closing
index value for that day is available, it runs the risk that the level of the
underlying index may subsequently change. If such a change causes the exercised
option to fall "out-of-the-money", the portfolio will be required to pay cash
in an amount of the difference between the closing index value and the exercise
price of the option.

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

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

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


                                       30
<PAGE>

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

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

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

Transactions by the portfolio in options on securities and indices will be
subject to limitations established by each of the exchanges, boards of trade or
other trading facilities governing the maximum number of options in each class
which may be written or purchased by a single investor or group of investors
acting in concert. Thus, the number of options which the portfolio may write or
purchase may be affected by options written or purchased by other investment
advisory clients of Pioneer or the subadviser. An exchange, board of trade or
other trading facility may order the liquidations of positions found to be in
excess of these limits, and it may impose certain other sanctions.

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

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

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


                                       31
<PAGE>

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

The portfolio may purchase and sell various kinds of futures contracts, and
purchase and write (sell) call and put options on any of such futures
contracts. The portfolio may enter into closing purchase and sale transactions
with respect to any futures contracts and options on futures contracts. The
futures contracts may be based on various securities (such as U.S. government
securities), securities indices, foreign currencies and other financial
instruments and indices. The portfolio may invest in futures contracts based on
the Chicago Board of Exchange Volatility Index ("VIX Futures"). The VIX is an
index of market sentiment derived from S&P 500 Index option prices, and is
designed to reflect investors' consensus view of expected stock market
volatility over future periods. The portfolio may invest in futures and options
based on credit derivative contracts on baskets or indicies of securities, such
as CDX. The portfolio will engage in futures and related options transactions
for bona fide hedging and non-hedging purposes as described below. All futures
contracts entered into by the portfolio are traded on U.S. exchanges or boards
of trade that are licensed and regulated by the Commodity Futures Trading
Commission (the "CFTC") or on non-U.S. exchanges.


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

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

Positions taken in the futures markets are not normally held to maturity but
are instead liquidated through offsetting transactions which may result in a
profit or a loss. While futures contracts on securities or currency will
usually be liquidated in this manner, the portfolio may instead make, or take,
delivery of the underlying securities or currency whenever it appears
economically advantageous to do so. A clearing corporation associated with the
exchange on which futures on securities or currency are traded guarantees that,
if still open, the sale or purchase will be performed on the settlement date.

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


                                       32
<PAGE>

portfolio enter into a greater or lesser number of futures contracts or by
attempting to achieve only a partial hedge against price changes affecting the
portfolio's securities. When hedging of this character is successful, any
depreciation in the value of portfolio securities will be substantially offset
by appreciation in the value of the futures position. On the other hand, any
unanticipated appreciation in the value of the portfolio securities would be
substantially offset by a decline in the value of the futures position.

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

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

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

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

OTHER CONSIDERATIONS REGARDING FUTURES CONTRACTS. The portfolio will engage in
transactions in futures contracts and related options only to the extent such
transactions are consistent with the requirements of the Code for maintaining
its qualification as a regulated investment company for U.S. federal income tax
purposes.

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

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


                                       33
<PAGE>

If the portfolio were unable to liquidate a futures contract or an option on a
futures position due to the absence of a liquid secondary market, the
imposition of price limits or otherwise, it could incur substantial losses. The
portfolio would continue to be subject to market risk with respect to the
position. In addition, except in the case of purchased options, the portfolio
would continue to be required to make daily variation margin payments and might
be required to maintain the position being hedged by the future or option or to
maintain cash or securities in a segregated account.


FINANCIAL FUTURES AND OPTIONS TRANSACTIONS The portfolio has claimed an
exclusion from registration as a "commodity pool operator" under the Commodity
Exchange Act (the "CEA"), and, therefore, is not subject to registration or
regulation as a commodity pool operator.

As a result, while the portfolio continues to rely on this exemption, it will
remain limited in its ability to trade instruments subject to the jurisdiction
of the Commodity Futures Trading Commission ("CFTC"), including commodity
futures (which include futures on broad-based securities indexes and interest
rate futures), options on commodity futures and swaps. This limitation also
applies with respect to any indirect exposure that the portfolio may have to
these instruments through investments in other funds. The portfolio's
investment adviser may have to rely on representations from the underlying
fund's manager about the amount (or maximum permitted amount) of investment
exposure that the underlying fund has to instruments such as commodity futures,
options on commodity futures and swaps.

Under this exemption, the portfolio must satisfy one of the following two
trading limitations at all times: (1) the aggregate initial margin and premiums
required to establish the portfolio's positions in commodity futures, options
on commodity futures, swaps and other CFTC-regulated instruments may not exceed
5% of the liquidation value of the portfolio's portfolio (after accounting for
unrealized profits and unrealized losses on any such investments); or (2) the
aggregate net notional value of such instruments, determined at the time the
most recent position was established, may not exceed 100% of the liquidation
value of the portfolio's portfolio (after accounting for unrealized profits and
unrealized losses on any such positions). The portfolio would not be required
to consider its exposure to such instruments if they were held for "bona fide
hedging" purposes, as such term is defined in the rules of the CFTC. In
addition to meeting one of the foregoing trading limitations, the portfolio may
not market itself as a commodity pool or otherwise as a vehicle for trading in
the markets for CFTC-regulated instruments.



INTEREST RATE SWAPS, COLLARS, CAPS AND FLOORS
In order to hedge the value of the portfolio against interest rate fluctuations
or to enhance the portfolio's income, the portfolio may, but is not required
to, enter into various interest rate transactions such as interest rate swaps
and the purchase or sale of interest rate caps and floors. To the extent that
the portfolio enters into these transactions, the portfolio expects to do so
primarily to preserve a return or spread on a particular investment or portion
of its portfolio or to protect against any increase in the price of securities
the fund anticipates purchasing at a later date. The portfolio intends to use
these transactions primarily as a hedge and not as a speculative investment.
However, the portfolio also may invest in interest rate swaps to enhance income
or to increase the portfolio's yield, for example, during periods of steep
interest rate yield curves (i.e., wide differences between short-term and
long-term interest rates). The portfolio is not required to hedge its portfolio
and may choose not to do so. The portfolio cannot guarantee that any hedging
strategies it uses will work.

In an interest rate swap, the portfolio exchanges with another party their
respective commitments to pay or receive interest (e.g., an exchange of fixed
rate payments for floating rate payments). For example, if the portfolio holds
a debt instrument with an interest rate that is reset only once each year, it
may swap the right to receive interest at this fixed rate for the right to
receive interest at a rate that is reset every week. This would enable the
portfolio to offset a decline in the value of the debt instrument due to rising
interest rates but would also limit its ability to benefit from falling
interest rates. Conversely, if the portfolio holds a debt instrument with an
interest rate that is reset every week and it would like to lock in what it
believes to be a high interest rate for one year, it may swap the right to
receive interest at this


                                       34
<PAGE>

variable weekly rate for the right to receive interest at a rate that is fixed
for one year. Such a swap would protect the portfolio from a reduction in yield
due to falling interest rates and may permit the portfolio to enhance its
income through the positive differential between one week and one year interest
rates, but would preclude it from taking full advantage of rising interest
rates.

The portfolio usually will enter into interest rate swaps on a net basis (i.e.,
the two payment streams are netted out with the portfolio receiving or paying,
as the case may be, only the net amount of the two payments). The net amount of
the excess, if any, of the portfolio's obligations over its entitlements with
respect to each interest rate swap will be accrued on a daily basis, and an
amount of cash or liquid instruments having an aggregate net asset value at
least equal to the accrued excess will be maintained in a segregated account by
the portfolio's custodian. If the interest rate swap transaction is entered
into on other than a net basis, the full amount of the portfolio's obligations
will be accrued on a daily basis, and the full amount of the portfolio's
obligations will be maintained in a segregated account by the portfolio's
custodian.

The portfolio also may engage in interest rate transactions in the form of
purchasing or selling interest rate caps or floors. The portfolio will not sell
interest rate caps or floors that it does not own. The purchase of an interest
rate cap entitles the purchaser, to the extent that a specified index exceeds a
predetermined interest rate, to receive payments of interest equal to the
difference of the index and the predetermined rate on a notional principal
amount (i.e., the reference amount with respect to which interest obligations
are determined although no actual exchange of principal occurs) from the party
selling such interest rate cap. The purchase of an interest rate floor entitles
the purchaser, to the extent that a specified index falls below a predetermined
interest rate, to receive payments of interest at the difference of the index
and the predetermined rate on a notional principal amount from the party
selling such interest rate floor. The portfolio will not enter into caps or
floors if, on a net basis, the aggregate notional principal amount with respect
to such agreements exceeds the net assets of the portfolio.

Typically, the parties with which the portfolio will enter into interest rate
transactions will be broker-dealers and other financial institutions. The
portfolio will not enter into any interest rate swap, cap or floor transaction
unless the unsecured senior debt or the claims-paying ability of the other
party thereto is rated investment grade quality by at least one nationally
recognized statistical rating organization at the time of entering into such
transaction or whose creditworthiness is believed by the portfolio's adviser to
be equivalent to such rating. If there is a default by the other party to such
a transaction, the portfolio will have contractual remedies pursuant to the
agreements related to the transaction. The swap market has grown substantially
in recent years with a large number of banks and investment banking firms
acting both as principals and as agents utilizing standardized swap
documentation. Caps and floors are less liquid than swaps. Certain federal
income tax requirements may limit the portfolio's ability to engage in interest
rate swaps.


EQUITY SWAPS, CAPS, FLOORS AND COLLARS
The portfolio may enter into equity swaps, caps, floors and collars to hedge
assets or liabilities or to seek to increase total return. Equity swaps involve
the exchange by a portfolio with another party of their respective commitments
to make or receive payments based on notional equity securities. The purchase
of an equity cap entitles the purchaser, to the extent that the market value of
a specified equity security or benchmark exceeds a predetermined level, to
receive payments of a contractually based amount from the party selling the
cap. The purchase of an equity floor entitles the purchaser, to the extent that
the market value of a specified equity security or benchmark falls below a
predetermined level, to receive payments of a contractually based amount from
the party selling the floor. A collar is a combination of a cap and a floor
that preserves a certain return within a predetermined range of values.
Investments in swaps, caps, floors and collars are highly specialized
activities which involve investment techniques and risks different from those
associated with ordinary portfolio transactions. Investments in equity swaps,
caps, floors and collars may be considered speculative because they involve
significant risk of loss. If Pioneer or the subadviser is incorrect in its
forecast of market values, these investments could negatively impact the


                                       35
<PAGE>

portfolio's performance. These investments also are subject to default risk of
the counterparty and may be less liquid than other portfolio securities.
Moreover, investments in swaps, caps, floors and collars may involve greater
transaction costs than investments in other equity securities.


CREDIT DEFAULT SWAP AGREEMENTS
The portfolio may enter into credit default swap agreements. The "buyer" in a
credit default contract is obligated to pay the "seller" a periodic stream of
payments over the term of the contract provided that no specified events of
default, or "credit events", on an underlying reference obligation have
occurred. If such a credit event occurs, the seller must pay the buyer the "par
value" (full notional value) of the reference obligation in exchange for the
reference obligation, or must make a cash settlement payment. The portfolio may
be either the buyer or seller in the transaction. If the portfolio is a buyer
and no credit event occurs, the portfolio will receive no return on the stream
of payments made to the seller. However, if a credit event occurs, the
portfolio, as the buyer, receives the full notional value for a reference
obligation that may have little or no value. As a seller, the portfolio
receives a fixed rate of income throughout the term of the contract, which
typically is between six months and three years, provided that there is no
credit event. If a credit event occurs, the portfolio, as the seller, must pay
the buyer the full notional value of the reference obligation. The portfolio,
as the seller, would be entitled to receive the reference obligation.
Alternatively, the portfolio may be required to make a cash settlement payment,
where the reference obligation is received by the portfolio as seller. The
value of the reference obligation, coupled with the periodic payments
previously received, would likely be less than the full notional value the
portfolio pays to the buyer, resulting in a loss of value to the portfolio as
seller. When the portfolio acts as a seller of a credit default swap agreement
it is exposed to the risks of a leveraged transaction. Credit default swaps may
involve greater risks than if the portfolio had invested in the reference
obligation directly. In addition to general market risks, credit default swaps
are subject to illiquidity risk, counterparty risk and credit risk. The
portfolio will enter into swap agreements only with counterparties who are
rated investment grade quality by at least one nationally recognized
statistical rating organization at the time of entering into such transaction
or whose creditworthiness is believed to be equivalent to such rating.

Recent legislation will require most swaps to be executed through a centralized
exchange or regulated facility and be cleared through a regulated
clearinghouse. The swap market could be disrupted or limited as a result of
this legislation, which could adversely affect the portfolio. Moreover, the
establishment of a centralized exchange or market for swap transactions may not
result in swaps being easier to trade or value.


The portfolio may also invest in credit derivative contracts on baskets or
indices of securities, such as CDX. A CDX can be used to hedge credit risk or
to take a position on a basket of credit entities or indices. The individual
credits underlying credit default swap indices may be rated investment grade or
non-investment grade. These instruments are designed to track representative
segments of the credit default swap market such as investment grade, below
investment grade and emerging markets. A CDX index tranche provides access to
customized risk, exposing each investor to losses at different levels of
subordination. The lowest part of the capital structure is called the "equity
tranche" as it has exposure to the first losses experienced in the basket. The
mezzanine and senior tranches are higher in the capital structure but can also
be exposed to loss in value. Investments are subject to liquidity risks as well
as other risks associated with investments in credit default swaps.



CREDIT-LINKED NOTES
The portfolio may invest in credit-linked notes ("CLNs"), which are derivative
instruments. A CLN is a synthetic obligation between two or more parties where
the payment of principal and/or interest is based on the performance of some
obligation (a reference obligation). In addition to credit risk of the
reference obligations and interest rate risk, the buyer/seller of the CLN is
subject to counterparty risk.


                                       36
<PAGE>

EXCHANGE TRADED NOTES
The portfolio may invest in exchange traded notes ("ETNs"). An ETN is a type of
senior, unsecured, unsubordinated debt security issued by financial
institutions that combines both aspects of bonds and ETFs. An ETN's returns are
based on the performance of a market index or other reference asset minus fees
and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the
secondary market. However, unlike an ETF, an ETN can be held until the ETN's
maturity, at which time the issuer will pay a return linked to the performance
of the market index or other reference asset to which the ETN is linked minus
certain fees. Unlike regular bonds, ETNs do not make periodic interest payments
and principal is not protected.

An ETN that is tied to a specific index may not be able to replicate and
maintain exactly the composition and relative weighting of securities,
commodities or other components in the applicable index. ETNs also incur
certain expenses not incurred by their applicable index. Additionally, certain
components comprising the index tracked by an ETN may, at times, be temporarily
unavailable, which may impede an ETN's ability to track its index. Some ETNs
that use leverage can, at times, be relatively illiquid and, thus, they may be
difficult to purchase or sell at a fair price. Leveraged ETNs are subject to
the same risk as other instruments that use leverage in any form. While
leverage allows for greater potential return, the potential for loss is also
greater. However, the portfolio's potential loss is limited to the amount
actually invested in the ETN.

The market value of an ETN is influenced by supply and demand for the ETN, the
current performance of the index or other reference asset, the credit rating of
the ETN issuer, volatility and lack of liquidity in the reference asset,
changes in the applicable interest rates, and economic, legal, political or
geographic events that affect the reference asset. The market value of ETN
shares may differ from their net asset value. This difference in price may be
due to the fact that the supply and demand in the market for ETN shares at any
point in time is not always identical to the supply and demand in the market
for the securities underlying the index (or other reference asset) that the ETN
seeks to track. The value of an ETN may also change due to a change in the
issuer's credit rating. As a result, there may be times when an ETN share
trades at a premium or discount to its net asset value. The portfolio will bear
its pro rata portion of any fees and expenses borne by the ETN. These fees and
expenses generally reduce the return realized at maturity or upon redemption
from an investment in an ETN.


OTHER INVESTMENTS AND INVESTMENT TECHNIQUES


SHORT-TERM INVESTMENTS
For temporary defensive or cash management purposes, the portfolio may invest
in all types of short-term investments including, but not limited to, (a)
commercial paper and other short-term commercial obligations; (b) obligations
(including certificates of deposit and bankers' acceptances) of banks; (c)
obligations issued or guaranteed by a governmental issuer, including
governmental agencies or instrumentalities; (d) fixed income securities of
non-governmental issuers; and (e) other cash equivalents or cash. Subject to
the portfolio's restrictions regarding investment in non-U.S. securities, these
securities may be denominated in any currency. Although these investments
generally are rated investment grade or are determined by Pioneer or the
subadviser to be of equivalent credit quality, the portfolio may also invest in
these instruments if they are rated below investment grade in accordance with
its investment objectives, policies and restrictions.


ILLIQUID SECURITIES
The portfolio may invest up to 15% of its net assets in illiquid and other
securities that are not readily marketable. If due to subsequent fluctuations
in value or any other reasons, the value of the portfolio's illiquid securities
exceeds this percentage limitation, the portfolio will consider what actions,
if any, are necessary to maintain adequate liquidity. Repurchase agreements
maturing in more than seven days will be included for purposes of the foregoing
limit. Securities subject to restrictions on resale under the


                                       37
<PAGE>

Securities Act of 1933, as amended (the "1933 Act"), are considered illiquid
unless they are eligible for resale pursuant to Rule 144A or another exemption
from the registration requirements of the 1933 Act and are determined to be
liquid by Pioneer. Pioneer determines the liquidity of Rule 144A and other
restricted securities according to procedures adopted by the Board of Trustees.
Under the direction of the Board of Trustees, Pioneer monitors the application
of these guidelines and procedures. The inability of the portfolio to dispose
of illiquid investments readily or at reasonable prices could impair the
portfolio's ability to raise cash for redemptions or other purposes. If the
portfolio sold restricted securities other than pursuant to an exception from
registration under the 1933 Act such as Rule 144A, it may be deemed to be
acting as an underwriter and subject to liability under the 1933 Act.


REPURCHASE AGREEMENTS
The portfolio may enter into repurchase agreements with broker-dealers, member
banks of the Federal Reserve System and other financial institutions.
Repurchase agreements are arrangements under which the portfolio purchases
securities and the seller agrees to repurchase the securities within a specific
time and at a specific price. The repurchase price is generally higher than the
portfolio's purchase price, with the difference being income to the portfolio.
A repurchase agreement may be considered a loan by the fund collateralized by
securities. Under the direction of the Board of Trustees, Pioneer reviews and
monitors the creditworthiness of any institution which enters into a repurchase
agreement with the portfolio. The counterparty's obligations under the
repurchase agreement are collateralized with U.S. Treasury and/or agency
obligations with a market value of not less than 100% of the obligations,
valued daily. Collateral is held by the portfolio's custodian in a segregated,
safekeeping account for the benefit of the portfolio. Repurchase agreements
afford the portfolio an opportunity to earn income on temporarily available
cash. In the event of commencement of bankruptcy or insolvency proceedings with
respect to the seller of the security before repurchase of the security under a
repurchase agreement, the portfolio may encounter delay and incur costs before
being able to sell the security. Such a delay may involve loss of interest or a
decline in price of the security. If the court characterizes the transaction as
a loan and the portfolio has not perfected a security interest in the security,
the portfolio may be required to return the security to the seller's estate and
be treated as an unsecured creditor of the seller. As an unsecured creditor,
the portfolio would be at risk of losing some or all of the principal and
interest involved in the transaction. There is no specific limit on the
portfolio's ability to enter into repurchase agreements. The SEC frequently
treats repurchase agreements as loans for purposes of the 1940 Act.


REVERSE REPURCHASE AGREEMENTS
Reverse repurchase agreements involve the sale of securities to a bank or other
institution with an agreement that the portfolio will buy back the securities
at a fixed future date at a fixed price plus an agreed amount of "interest"
which may be reflected in the repurchase price. Reverse repurchase agreements
involve the risk that the market value of securities purchased by the portfolio
with proceeds of the transaction may decline below the repurchase price of the
securities sold by the portfolio that it is obligated to repurchase. The
portfolio will also continue to be subject to the risk of a decline in the
market value of the securities sold under the agreements because it will
reacquire those securities upon effecting their repurchase. Reverse repurchase
agreements may be considered to be a type of borrowing. The 1940 Act permits a
fund to borrow money in amounts of up to one-third of the portfolio's total
assets from banks for any purpose and up to 5% of the fund's total assets from
banks and other lenders for temporary purposes. The portfolio will segregate
assets in an amount at least equal to the repurchase price of the securities.


SHORT SALES AGAINST THE BOX
The portfolio may sell securities "short against the box." A short sale
involves the portfolio borrowing securities from a broker and selling the
borrowed securities. The portfolio has an obligation to return securities
identical to the borrowed securities to the broker. In a short sale against the
box, the portfolio at all times owns an equal amount of the security sold short
or securities convertible into or exchangeable for, with or without payment of
additional consideration, an equal amount of the security sold short. The


                                       38
<PAGE>

portfolio intends to use short sales against the box to hedge. For example when
the portfolio believes that the price of a current portfolio security may
decline, the portfolio may use a short sale against the box to lock in a sale
price for a security rather than selling the security immediately. In such a
case, any future losses in the portfolio's long position should be offset by a
gain in the short position and, conversely, any gain in the long position
should be reduced by a loss in the short position. The portfolio may engage in
short sales of securities only against the box.

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


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

For financial reporting and tax purposes, the portfolio treats mortgage dollar
rolls as two separate transactions; one involving the purchase of a security
and a separate transaction involving a sale.

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


ASSET SEGREGATION

The 1940 Act requires that the portfolio segregate assets in connection with
certain types of transactions that may have the effect of leveraging the
portfolio. If the portfolio enters into a transaction requiring segregation,
such as a forward commitment or a reverse repurchase agreement, the custodian
or Pioneer will segregate liquid assets in an amount required to comply with
the 1940 Act. Such segregated assets will be valued at market daily. If the
aggregate value of such segregated assets declines below the aggregate value
required to satisfy the 1940 Act, additional liquid assets will be segregated.
In some instances a portfolio may "cover" its obligation using other methods to
the extent permitted under the 1940 Act, orders or releases issued by the SEC
thereunder, or no-action letters or other guidance of the SEC staff.



                                       39
<PAGE>

PORTFOLIO TURNOVER
It is the policy of the portfolio not to engage in trading for short-term
profits, although portfolio turnover rate is not considered a limiting factor
in the execution of investment decisions for the portfolio. A high rate of
portfolio turnover (100% or more) involves correspondingly greater transaction
costs which must be borne by the portfolio and its shareholders. See "Annual
Fee, Expense and Other Information" for the portfolio's annual portfolio
turnover rate.


LENDING OF PORTFOLIO SECURITIES
The portfolio may lend portfolio securities to registered broker-dealers or
other institutional investors deemed by Pioneer to be of good standing under
agreements which require that the loans be secured continuously by collateral
in the form of cash, cash equivalents, U.S. Government securities or
irrevocable letters of credit issued by banks approved by the portfolio. The
value of the collateral is monitored on a daily basis and the borrower is
required to maintain the collateral at an amount at least equal to the market
value of the securities loaned. The portfolio continues to receive the
equivalent of the interest or dividends paid by the issuer on the securities
loaned and continues to have all of the other risks associated with owning the
securities. Where the collateral received is cash, the cash will be invested
and the fund will be entitled to a share of the income earned on the
investment, but will also be subject to investment risk on the collateral and
will bear the entire amount of any loss in connection with investment of such
collateral. The portfolio may pay administrative and custodial fees in
connection with loans of securities and, where the collateral received is cash,
the portfolio may pay a portion of the income earned on the investment of
collateral to the borrower, lending agent or other intermediary. Fees and
expenses paid by the portfolio in connection with loans of securities are not
reflected in the fee table or expense example in the portfolio's prospectus. If
the income earned on the investment of the cash collateral is insufficient to
pay these amounts or if the value of the securities purchased with such cash
collateral declines, the portfolio may take a loss on the loan. Where the
portfolio receives securities as collateral, the portfolio will earn no income
on the collateral, but will earn a fee from the borrower. The portfolio
reserves the right to recall loaned securities so that it may exercise voting
rights on loaned securities according to the portfolio's Proxy Voting Policies
and Procedures.

The risk in lending portfolio securities, as with other extensions of credit,
consists of the possibility of loss to the portfolio due to (i) the inability
of the borrower to return the securities, (ii) a delay in receiving additional
collateral to adequately cover any fluctuations in the value of securities on
loan, (iii) a delay in recovery of the securities, or (iv) the loss of rights
in the collateral should the borrower fail financially. In addition, as noted
above, the portfolio continues to have market risk and other risks associated
with owning the securities on loan. Where the collateral delivered by the
borrower is cash, the portfolio will also have the risk of loss of principal
and interest in connection with its investment of collateral. If a borrower
defaults, the value of the collateral may decline before the portfolio can
dispose of it. The portfolio will lend portfolio securities only to firms that
have been approved in advance by Pioneer, which will monitor the
creditworthiness of any such firms. However, this monitoring may not protect
the portfolio from loss. At no time would the value of the securities loaned
exceed 33 1/3% of the value of the portfolio's total assets.


INTERFUND LENDING
To satisfy redemption requests or to cover unanticipated cash shortfalls, a
portfolio may enter into lending agreements ("Interfund Lending Agreements")
under which the portfolio would lend money and borrow money for temporary
purposes directly to and from another Pioneer portfolio through a credit
facility ("Interfund Loan"), subject to meeting the conditions of an SEC
exemptive order granted to the portfolios permitting such interfund lending.
All Interfund Loans will consist only of uninvested cash reserves that the
portfolio otherwise would invest in short-term repurchase agreements or other
short-term instruments.


                                       40
<PAGE>

If a portfolio has outstanding borrowings, any Interfund Loans to the portfolio
(a) will be at an interest rate equal to or lower than any outstanding bank
loan, (b) will be secured at least on an equal priority basis with at least an
equivalent percentage of collateral to loan value as any outstanding bank loan
that requires collateral, (c) will have a maturity no longer than any
outstanding bank loan (and in any event not over seven days) and (d) will
provide that, if an event of default occurs under any agreement evidencing an
outstanding bank loan to the portfolio, the event of default will automatically
(without need for action or notice by the lending portfolio) constitute an
immediate event of default under the Interfund Lending Agreement entitling the
lending portfolio to call the Interfund Loan (and exercise all rights with
respect to any collateral) and that such call will be made if the lending bank
exercises its right to call its loan under its agreement with the borrowing
portfolio.

A portfolio may make an unsecured borrowing through the credit facility if its
outstanding borrowings from all sources immediately after the interfund
borrowing total 10% or less of its total assets; provided, that if the
portfolio has a secured loan outstanding from any other lender, including but
not limited to another Pioneer portfolio, the portfolio's interfund borrowing
will be secured on at least an equal priority basis with at least an equivalent
percentage of collateral to loan value as any outstanding loan that requires
collateral. If a portfolio's total outstanding borrowings immediately after an
interfund borrowing would be greater than 10% of its total assets, the
portfolio may borrow through the credit facility on a secured basis only. A
portfolio may not borrow through the credit facility nor from any other source
if its total outstanding borrowings immediately after the interfund borrowing
would be more than 33 1/3% of its total assets.

No portfolio may lend to another portfolio through the interfund lending credit
facility if the loan would cause its aggregate outstanding loans through the
credit facility to exceed 15% of the lending portfolio's net assets at the time
of the loan. A portfolio's Interfund Loans to any one fund shall not exceed 5%
of the lending portfolio's net assets. The duration of Interfund Loans is
limited to the time required to receive payment for securities sold, but in no
event more than seven days. Loans effected within seven days of each other will
be treated as separate loan transactions for purposes of this condition. Each
Interfund Loan may be called on one business day's notice by a lending
portfolio and may be repaid on any day by a borrowing portfolio.

The limitations detailed above and the other conditions of the SEC exemptive
order permitting interfund lending are designed to minimize the risks
associated with interfund lending for both the lending portfolio and the
borrowing portfolio. However, no borrowing or lending activity is without risk.
When a portfolio borrows money from another portfolio, there is a risk that the
loan could be called on one day's notice or not renewed, in which case the
portfolio may have to borrow from a bank at higher rates if an Interfund Loan
were not available from another portfolio. A delay in repayment to a lending
portfolio could result in a lost opportunity or additional lending costs.


WHEN-ISSUED AND DELAYED DELIVERY SECURITIES
The portfolio may purchase securities, including U.S. government securities, on
a when-issued basis or may purchase or sell securities for delayed delivery. In
such transactions, delivery of the securities occurs beyond the normal
settlement period, but no payment or delivery is made by the portfolio prior to
the actual delivery or payment by the other party to the transaction. The
portfolio will not earn income on these securities until delivered. The
purchase of securities on a when-issued or delayed delivery basis involves the
risk that the value of the securities purchased will decline prior to the
settlement date. The sale of securities for delayed delivery involves the risk
that the prices available in the market on the delivery date may be greater
than those obtained in the sale transaction. When the portfolio enters into
when-issued or delayed delivery transactions it will segregate liquid assets
with a value equal to the portfolio's obligations. See "Asset Segregation."


                                       41
<PAGE>

DISCLOSURE OF PORTFOLIO HOLDINGS

The Board of Trustees has adopted policies and procedures relating to
disclosure of the Pioneer funds' portfolio securities. These policies and
procedures are designed to provide a framework for disclosing information
regarding portfolio holdings, portfolio composition or other portfolio
characteristics consistent with applicable federal securities laws and
regulations and general principles of fiduciary duty relating to portfolio
shareholders. While Pioneer may manage other separate accounts and unregistered
products that have substantially similar investment strategies to those of
another Pioneer fund, and therefore portfolio holdings that may be
substantially similar, and in some cases nearly identical, to such fund, these
policies and procedures only relate to the disclosure of portfolio information
of the Pioneer funds that are registered management companies. Separate account
and unregistered product clients are not subject to these policies and
procedures. Separate account and unregistered product clients of Pioneer have
access to their portfolio holdings, and prospective clients have access to
representative holdings.

Generally, Pioneer will make a portfolio's full portfolio information available
to the public on a monthly basis with an appropriate delay based upon the
nature of the information disclosed. Pioneer normally will publish a
portfolio's full portfolio holdings thirty (30) days after the end of each
month (this time period may be different for certain portfolios. Such
information shall be made available on the portfolios' website
(us.pioneerinvestments.com) and may be sent to rating agencies, reporting/news
services and financial intermediaries, upon request. In addition, Pioneer
generally makes publicly available information regarding a portfolio's top ten
holdings (including the percentage of a portfolio's assets represented by each
security), the percentage breakdown of a portfolio's investments by country,
sector and industry, various volatility measures (such as beta, standard
deviation, etc.), market capitalization ranges and other portfolio
characteristics (such as alpha, average P/E ratio, etc.) three (3) business
days after the end of each month.

Pioneer may provide a portfolio's full portfolio holdings or other information
to certain entities prior to the date such information is made public, provided
that certain conditions are met. The entities to which such disclosure may be
made as of the date of this statement of additional information are rating
agencies, plan sponsors, prospective separate account clients and other
financial intermediaries (i.e., organizations evaluating a portfolio for
purposes of investment by their clients, such as broker-dealers, investment
advisers, banks, insurance companies, financial planning firms, plan sponsors,
plan administrators, shareholder servicing organizations and pension
consultants). The third party must agree to a limited use of that information
which does not conflict with the interests of the portfolio's shareholders, to
use the information only for that authorized purpose, to keep such information
confidential, and not to trade on such information. The Board of Trustees
considered the disclosure of portfolio holdings information to these categories
of entities to be consistent with the best interests of shareholders in light
of the agreement to maintain the confidentiality of such information and only
to use such information for the limited and approved purposes. Pioneer's
compliance department, the local head of investment management and the global
chief investment officer may, but only acting jointly, grant exemptions to this
policy. Exemptions may be granted only if these persons determine that
providing such information is consistent with the interests of shareholders and
the third party agrees to limit the use of such information only for the
authorized purpose, to keep such information confidential, and not to trade on
such information. Although the Board of Trustees will periodically be informed
of exemptions granted, granting exemptions entails the risk that portfolio
holdings information may be provided to entities that use the information in a
manner inconsistent with their obligations and the best interests of a
portfolio.

Currently, Pioneer, on behalf of the Pioneer funds, has ongoing arrangements
whereby the following entities may receive a portfolio's full portfolio
holdings or other information prior to the date such information is made
public: Metropolitan Life Insurance Company (within 30 days after month end for
board materials and advance preparation of marketing materials, as needed to
evaluate Pioneer funds); Roszel Advisors (within 30 days after month end for
due diligence and review of certain Pioneer funds included in fund programs);
Oppenheimer & Co. (within 30 days after month end for due diligence and



                                       42
<PAGE>


review of certain Pioneer funds included in fund programs); UBS (within 15 days
after month end for due diligence and review of certain Pioneer funds included
in fund programs); Ibbotson Associates, Inc. (as needed to select Pioneer funds
for the Pioneer-Ibbotson fund of funds products); Beacon Pointe Advisors (as
needed for quarterly review of certain Pioneer funds); Commonwealth Financial
Network (within 30 days after month end for risk analysis on funds on behalf of
their clients); Hartford Retirement Services, LLC (as needed for risk analysis
on funds on behalf of their clients); Transamerica Life Insurance Company (as
needed for performance and risk analysis on funds on behalf of their clients);
TIBCO Software Inc./Spotfire Division (as needed to evaluate and develop
portfolio reporting software); Curcio Webb, LLC (as needed for evaluation and
research purposes); Fidelity Investments (as needed to evaluate Pioneer funds);
Egan Jones Ratings Company (as needed in order to evaluate and select
Nationally Recognized Statistical Rating Organizations (NRSROs)); DBRS Limited
(as needed in order to evaluate and select NRSROs); Wells Fargo Advisors (as
needed for risk analysis on funds on behalf of their clients and product
review); and Capital Market Consultants (as needed to complete quarterly due
diligence research).


Compliance with the funds' portfolio holdings disclosure policy is subject to
periodic review by the Board of Trustees, including a review of any potential
conflicts of interest in the disclosures made by Pioneer in accordance with the
policy or the exceptions permitted under the policy. Any change to the policy
to expand the categories of entities to which portfolio holdings may be
disclosed or an increase in the purposes for which such disclosure may be made
would be subject to approval by the Board of Trustees and, reflected, if
material, in a supplement to the fund's statement of additional information.


The portfolios' full portfolio holdings disclosure policy is not intended to
prevent the disclosure of any and all portfolio information to the portfolios'
service providers who generally need access to such information in the
performance of their contractual duties and responsibilities, such as Pioneer,
the portfolios' custodian, portfolio accounting agent, principal underwriter,
investment sub-adviser, if any, independent registered public accounting firm
or counsel. In approving the policy, the Board of Trustees considered that the
service providers are subject to duties of confidentiality and duties not to
trade on non-public information arising under law or contract that provide an
adequate safeguard for such information. None of Pioneer, the funds, or any
other party receive any compensation or other consideration from any
arrangement pertaining to the release of a portfolio's full portfolio holdings
information.

In addition, the portfolios make their portfolio holdings available
semi-annually in shareholder reports filed on Form N-CSR and after the first
and third fiscal quarters in regulatory filings on Form N-Q. These shareholder
reports and regulatory filings are filed with the SEC, as required by the
federal securities laws. Form N-Q is filed with the SEC within sixty (60) days
after the end of a portfolio's first and third fiscal quarters. Form N-CSR is
filed with the SEC within ten (10) days after the transmission to shareholders
of a portfolio's annual or semi-annual report, as applicable.



INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT POLICIES Each portfolio has adopted certain fundamental
investment policies which may not be changed without the affirmative vote of
the holders of a "majority of the outstanding voting securities" (as defined in
the 1940 Act) of the portfolio. For this purpose, a majority of the outstanding
shares of the portfolio means the vote of the lesser of:


1. 67% or more of the shares represented at a meeting, if the holders of more
 than 50% of the outstanding shares are present in person or by proxy, or


2. more than 50% of the outstanding shares of the portfolio.


Each portfolio's fundamental policies are as follows:

(1) The portfolio may not borrow money except as permitted by (i) the 1940 Act,
or interpretations or modifications by the SEC, SEC staff or other authority of
competent jurisdiction, or (ii) exemptive or other relief or permission from
the SEC, SEC staff or other authority of competent jurisdiction.


                                       43
<PAGE>

(2) The portfolio may not engage in the business of underwriting the securities
of other issuers except as permitted by (i) the 1940 Act, or interpretations or
modifications by the SEC, SEC staff or other authority of competent
jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC
staff or other authority of competent jurisdiction.

(3) The portfolio may lend money or other assets to the extent permitted by (i)
the 1940 Act, or interpretations or modifications by the SEC, SEC staff or
other authority of competent jurisdiction or (ii) exemptive or other relief or
permission from the SEC, SEC staff or other authority of competent
jurisdiction.

(4) The portfolio may not issue senior securities except as permitted by (i)
the 1940 Act, or interpretations or modifications by the SEC, SEC staff or
other authority of competent jurisdiction, or (ii) exemptive or other relief or
permission from the SEC, SEC staff or other authority of competent
jurisdiction.

(5) The portfolio may not purchase or sell real estate except as permitted by
(i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or
other authority of competent jurisdiction, or (ii) exemptive or other relief or
permission from the SEC, SEC staff or other authority of competent
jurisdiction.

(6) The portfolio may purchase or sell commodities or contracts related to
commodities to the extent permitted by (i) the 1940 Act, or interpretations or
modifications by the SEC, SEC staff or other authority of competent
jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC
staff or other authority of competent jurisdiction.

FOR ALL PORTFOLIOS EXCEPT PIONEER REAL ESTATE SHARES VCT PORTFOLIO

(7a) Except as permitted by exemptive or other relief or permission from the
SEC, SEC staff or other authority of competent jurisdiction, the portfolio may
not make any investment if, as a result, the portfolio's investments will be
concentrated in any one industry.

FOR PIONEER REAL ESTATE SHARES VCT PORTFOLIO

(7b) Except the real estate industry or as permitted by exemptive or other
relief or permission from the SEC, SEC staff or other authority of competent
jurisdiction, the portfolio may not make any investment if, as a result, the
portfolio's investments will be concentrated in any one industry.

With respect to the fundamental policy relating to borrowing money set forth in
(1) above, the 1940 Act permits a portfolio to borrow money in amounts of up to
one-third of the portfolio's total assets from banks for any purpose, and to
borrow up to 5% of the portfolio's total assets from banks or other lenders for
temporary purposes (the portfolio's total assets include the amounts being
borrowed). To limit the risks attendant to borrowing, the 1940 Act requires the
portfolio to maintain at all times an "asset coverage" of at least 300% of the
amount of its borrowings. Asset coverage means the ratio that the value of the
portfolio's total assets (including amounts borrowed), minus liabilities other
than borrowings, bears to the aggregate amount of all borrowings. Borrowing
money to increase a portfolio's holdings is known as "leveraging." Borrowing,
especially when used for leverage, may cause the value of a portfolio's shares
to be more volatile than if the portfolio did not borrow. This is because
borrowing tends to magnify the effect of any increase or decrease in the value
of the portfolio's portfolio holdings. Borrowed money thus creates an
opportunity for greater gains, but also greater losses. To repay borrowings,
the portfolio may have to sell securities at a time and at a price that is
unfavorable to the portfolio. There also are costs associated with borrowing
money, and these costs would offset and could eliminate a portfolio's net
investment income in any given period. Currently, the portfolio does not
contemplate borrowing for leverage, but if the portfolio does so, it will not
likely do so to a substantial degree. The policy in (1) above will be
interpreted to permit the portfolio to engage in trading practices and
investments that may be considered to be borrowing to the extent permitted by
the 1940 Act. Reverse repurchase agreements may be considered to be a type of
borrowing. Short-term credits necessary for the settlement of securities
transactions and arrangements with respect to securities lending will not be
considered to be borrowings under the policy.


                                       44
<PAGE>

Practices and investments that may involve leverage but are not considered to
be borrowings are not subject to the policy. Such trading practices may include
futures, options on futures, forward contracts and other derivative
instruments.

A portfolio may pledge its assets and guarantee the securities of another
company without limitation, subject to the portfolio's investment policies
(including the portfolio's fundamental policy regarding borrowing) and
applicable laws and interpretations. Pledges of assets and guarantees of
obligations of others are subject to many of the same risks associated with
borrowings and, in addition, are subject to the credit risk of the obligor for
the underlying obligations. To the extent that pledging or guaranteeing assets
may be considered the issuance of senior securities, the issuance of senior
securities is governed by the portfolio's policies on senior securities. If the
portfolio were to pledge its assets, the portfolio would take into account any
then-applicable legal guidance, including any applicable SEC staff position,
would be guided by the judgment of the portfolio's Board and Pioneer regarding
the terms of any credit facility or arrangement, including any collateral
required, and would not pledge more collateral than, in their judgment, is
necessary for the portfolio to obtain the credit sought. Shareholders should
note that in 1973, the SEC staff took the position in a no-action letter that a
mutual fund could not pledge 100% of its assets without a compelling business
reason. In more recent no-action letters, including letters that address the
same statutory provision of the 1940 Act (Section 17) addressed in the 1973
letter, the SEC staff has not mentioned any limitation on the amount of
collateral that may be pledged to support credit obtained. This does not mean
that the staff's position on this issue has changed.

With respect to the fundamental policy relating to underwriting set forth in
(2) above, the 1940 Act does not prohibit a portfolio from engaging in the
underwriting business or from underwriting the securities of other issuers; in
fact, the 1940 Act permits a portfolio to have underwriting commitments of up
to 25% of its assets under certain circumstances. Those circumstances currently
are that the amount of the portfolio's underwriting commitments, when added to
the value of the portfolio's investments in issuers where the portfolio owns
more than 10% of the outstanding voting securities of those issuers, cannot
exceed the 25% cap. A portfolio engaging in transactions involving the
acquisition or disposition of portfolio securities may be considered to be an
underwriter under the Securities Act of 1933, as amended (the "1933 Act").
Under the 1933 Act, an underwriter may be liable for material omissions or
misstatements in an issuer's registration statement or prospectus. Securities
purchased from an issuer and not registered for sale under the 1933 Act are
considered restricted securities. There may be a limited market for these
securities. If these securities are registered under the 1933 Act, they may
then be eligible for sale but participating in the sale may subject the seller
to underwriter liability. These risks could apply to a portfolio investing in
restricted securities. Although it is not believed that the application of the
1933 Act provisions described above would cause a portfolio to be engaged in
the business of underwriting, the policy in (2) above will be interpreted not
to prevent the portfolio from engaging in transactions involving the
acquisition or disposition of portfolio securities, regardless of whether the
portfolio may be considered to be an underwriter under the 1933 Act.

With respect to the fundamental policy relating to lending set forth in (3)
above, the 1940 Act does not prohibit a portfolio from making loans; however,
SEC staff interpretations currently prohibit portfolios from lending more than
one-third of their total assets, except through the purchase of debt
obligations or the use of repurchase agreements. (A repurchase agreement is an
agreement to purchase a security, coupled with an agreement to sell that
security back to the original seller on an agreed-upon date at a price that
reflects current interest rates. The SEC frequently treats repurchase
agreements as loans.) While lending securities may be a source of income to a
portfolio, as with other extensions of credit, there are risks of delay in
recovery or even loss of rights in the underlying securities should the
borrower fail financially. However, loans would be made only when the
portfolio's manager or a subadviser believes the income justifies the attendant
risks. The portfolio also will be permitted by this policy to make loans of
money, including to other portfolios. The portfolio has obtained exemptive
relief from the SEC to make short-term loans to other Pioneer funds through a
credit facility in order to satisfy redemption requests or to cover


                                       45
<PAGE>

unanticipated cash shortfalls; as discussed in this Statement of Additional
Information under "Interfund Lending". The conditions of the SEC exemptive
order permitting interfund lending are designed to minimize the risks
associated with interfund lending, however no lending activity is without risk.
A delay in repayment to a lending fund could result in a lost opportunity or
additional lending costs. The policy in (3) above will be interpreted not to
prevent the portfolio from purchasing or investing in debt obligations and
loans. In addition, collateral arrangements with respect to options, forward
currency and futures transactions and other derivative instruments, as well as
delays in the settlement of securities transactions, will not be considered
loans.

With respect to the fundamental policy relating to issuing senior securities
set forth in (4) above, "senior securities" are defined as portfolio
obligations that have a priority over the portfolio's shares with respect to
the payment of dividends or the distribution of portfolio assets. The 1940 Act
prohibits a portfolio from issuing senior securities except that the portfolio
may borrow money in amounts of up to one-third of the portfolio's total assets
from banks for any purpose. A portfolio also may borrow up to 5% of the
portfolio's total assets from banks or other lenders for temporary purposes,
and these borrowings are not considered senior securities. The issuance of
senior securities by a portfolio can increase the speculative character of the
portfolio's outstanding shares through leveraging. Leveraging of a portfolio's
holdings through the issuance of senior securities magnifies the potential for
gain or loss on monies, because even though the portfolio's net assets remain
the same, the total risk to investors is increased to the extent of the
portfolio's gross assets. Certain widely used investment practices that involve
a commitment by a portfolio to deliver money or securities in the future are
not considered by the SEC to be senior securities, provided that a portfolio
segregates cash or liquid securities in an amount necessary to pay the
obligation or the portfolio holds an offsetting commitment from another party.
These investment practices include repurchase and reverse repurchase
agreements, swaps, dollar rolls, options, futures and forward contracts. The
policy in (4) above will be interpreted not to prevent collateral arrangements
with respect to swaps, options, forward or futures contracts or other
derivatives, or the posting of initial or variation margin.

With respect to the fundamental policy relating to real estate set forth in (5)
above, the 1940 Act does not prohibit a portfolio from owning real estate;
however, a portfolio is limited in the amount of illiquid assets it may
purchase. Investing in real estate may involve risks, including that real
estate is generally considered illiquid and may be difficult to value and sell.
Owners of real estate may be subject to various liabilities, including
environmental liabilities. To the extent that investments in real estate are
considered illiquid, the current SEC staff position generally limits a
portfolio's purchases of illiquid securities to 15% of net assets, except money
market funds, which under Rule 2a-7 are limited to 5% of total assets. The
policy in (5) above will be interpreted not to prevent the portfolio from
investing in real estate-related companies, companies whose businesses consist
in whole or in part of investing in real estate, instruments (like mortgages)
that are secured by real estate or interests therein, or real estate investment
trust securities.

With respect to the fundamental policy relating to commodities set forth in (6)
above, the 1940 Act does not prohibit a portfolio from owning commodities,
whether physical commodities and contracts related to physical commodities
(such as oil or grains and related futures contracts), or financial commodities
and contracts related to financial commodities (such as currencies and,
possibly, currency futures). However, a portfolio is limited in the amount of
illiquid assets it may purchase. To the extent that investments in commodities
are considered illiquid, the current SEC staff position generally limits a
portfolio's purchases of illiquid securities to 15% of net assets, except money
market funds, which are limited by Rule 2a-7 to 5% of total assets. If a
portfolio were to invest in a physical commodity or a physical
commodity-related instrument, the portfolio would be subject to the additional
risks of the particular physical commodity and its related market. The value of
commodities and commodity-related instruments may be extremely volatile


                                       46
<PAGE>

and may be affected either directly or indirectly by a variety of factors.
There also may be storage charges and risks of loss associated with physical
commodities. The policy in (6) above will be interpreted to permit investments
in exchange traded funds that invest in physical and/or financial commodities.

With respect to the fundamental policy relating to concentration set forth in
(7) above, the 1940 Act does not define what constitutes "concentration" in an
industry. The SEC staff has taken the position that investment of 25% or more
of a portfolio's total assets in one or more issuers conducting their principal
activities in the same industry or group of industries constitutes
concentration. It is possible that interpretations of concentration could
change in the future. A portfolio that invests a significant percentage of its
total assets in a single industry may be particularly susceptible to adverse
events affecting that industry and may be more risky than a portfolio that does
not concentrate in an industry. The policy in (7) above will be interpreted to
refer to concentration as that term may be interpreted from time to time. The
policy also will be interpreted to permit investment without limit in the
following: securities of the U.S. government and its agencies or
instrumentalities; with respect to funds that invest 80% of their assets in
tax-exempt securities, securities of state, territory, possession or municipal
governments and their authorities, agencies, instrumentalities or political
subdivisions; and repurchase agreements collateralized by any such obligations.
Accordingly, issuers of the foregoing securities will not be considered to be
members of any industry. The policy also will be interpreted to give broad
authority to a portfolio as to how to classify issuers within or among
industries. When identifying industries for purposes of its concentration
policy, a portfolio may rely upon available industry classifications. As of the
date of the SAI, each portfolio relies primarily on the MSCI Global Industry
Classification Standard (GICS) classifications, and with respect to securities
for which no industry classification under GICS is available or for which the
GICS classification is determined not to be appropriate, each portfolio may use
industry classifications published by another source, which, as of the date of
the SAI, is Bloomberg L.P. As of the date of the SAI, the portfolio's adviser
may assign an industry classification for an exchange-traded fund in which a
portfolio invests based on the constituents of the index on which the
exchange-traded fund is based. The portfolios may change any source used for
determining industry classifications without shareholder approval.


In accordance with the investment program of Pioneer Ibbotson Moderate
Allocation VCT Portfolio, as set forth in the portfolios' prospectus, the
portfolio may invest more than 25% of its assets in any one underlying fund.
The portfolio does not invest in an underlying fund with the intention of
directly or indirectly concentrating its investments in a particular industry.
However, subsequent to investing in an underlying fund, it is possible that a
portfolio may become indirectly concentrated in a particular industry as a
result of changes in one or more underlying funds' holdings. Each of the
underlying funds (other than Pioneer Cash Reserves Fund and Pioneer Real Estate
Shares) will not concentrate more than 25% of its total assets in any one
industry. Pioneer Cash Reserves Fund may invest without limit in obligations
issued by banks. Pioneer Real Estate Shares may invest without limit in real
estate industry issuers.


Each portfolio's fundamental policies are written and will be interpreted
broadly. For example, the policies will be interpreted to refer to the 1940 Act
and the related rules as they are in effect from time to time, and to
interpretations and modifications of or relating to the 1940 Act by the SEC and
others as they are given from time to time. When a policy provides that an
investment practice may be conducted as permitted by the 1940 Act, the policy
will be interpreted to mean either that the 1940 Act expressly permits the
practice or that the 1940 Act does not prohibit the practice.

INVESTMENT OBJECTIVES Each portfolio's investment objective is non-fundamental
and may be changed by the Board of Trustees without shareholder approval.

DIVERSIFICATION

Each portfolio is currently classified as a diversified fund under the 1940
Act. A diversified fund may not purchase securities of an issuer (other than
obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities) if, with respect to 75% of the fund's total assets, (a) more
than 5% of the


                                       47
<PAGE>

fund's total assets would be invested in securities of that issuer, or (b) the
fund would hold more than 10% of the outstanding voting securities of that
issuer. Under the 1940 Act, the fund cannot change its classification from
diversified to non-diversified without shareholder approval.


3. TRUSTEES AND OFFICERS


The portfolio's Trustees and officers are listed below, together with their
principal occupations during at least the past five years. Trustees who are
interested persons of the portfolios within the meaning of the 1940 Act are
referred to as Interested Trustees. Trustees who are not interested persons of
the portfolio are referred to as Independent Trustees. Each of the Trustees,
except Mr. West, serves as a Trustee of each of the 55 U.S. registered
investment portfolios for which Pioneer serves as investment adviser (the
"Pioneer Funds"). Mr. West serves as Trustee of 50 U.S. registered investment
portfolios for which Pioneer serves as investment adviser. The address for all
Trustees and all officers of the portfolios is 60 State Street, Boston,
Massachusetts 02109.




<TABLE>
<CAPTION>
NAME, AGE AND                  TERM OF OFFICE AND                                                     OTHER DIRECTORSHIPS
POSITION HELD WITH THE TRUST   LENGTH OF SERVICE          PRINCIPAL OCCUPATION                        HELD BY TRUSTEE
------------------------------ -------------------------- ------------------------------------------- -----------------------
<S>                            <C>                        <C>                                         <C>
INDEPENDENT TRUSTEES:
------------------------------ -------------------------- ------------------------------------------- -----------------------
THOMAS J. PERNA (63)           Trustee since 2006.        Private investor (2004 - 2008 and           Director, Broadridge
Chairman of the Board and      Serves until a successor   2013 - present); Chairman (2008 -           Financial Solutions,
Trustee                        trustee is elected or      2013) and Chief Executive Officer           Inc. (investor
------------------------------
                               earlier retirement or      (2008 - 2012), Quadriserv, Inc.             communications and
                               removal.                   (technology products for securities         securities processing
                               --------------------------
                                                          lending industry); and Senior               provider for financial
                                                          Executive Vice President, The Bank          services industry)
                                                          of New York (financial and securities       (2009 - present);
                                                          services) (1986 - 2004)                     Director, Quadriserv,
                                                          -------------------------------------------
                                                                                                      Inc. (2005 - 2013);
                                                                                                      Commissioner, New
                                                                                                      Jersey State Civil
                                                                                                      Service Commission
                                                                                                      (2011 - present)
                                                                                                      -----------------------
DAVID R. BOCK (70)             Trustee since 2005.        Managing Partner, Federal City              Director of Enterprise
Trustee                        Serves until a successor   Capital Advisors (corporate advisory        Community
------------------------------
                               trustee is elected or      services company) (1997 - 2004              Investment, Inc.
                               earlier retirement or      and 2008 - present); Interim Chief          (privately-held
                               removal.                   Executive Officer, Oxford Analytica,        affordable housing
                               --------------------------
                                                          Inc. (privately held research and           finance company)
                                                          consulting company) (2010);                 (1985 - 2010);
                                                          Executive Vice President and Chief          Director of Oxford
                                                          Financial Officer, I-trax, Inc. (publicly   Analytica, Inc. (2008
                                                          traded health care services                 - present); Director
                                                          company) (2004 - 2007); and                 of The Swiss
                                                          Executive Vice President and Chief          Helvetia Fund, Inc.
                                                          Financial Officer, Pedestal Inc.            (closed-end fund)
                                                          (internet-based mortgage trading            (2010 - present);
                                                          company) (2000 - 2002)                      Director of New York
                                                          -------------------------------------------
                                                                                                      Mortgage Trust
                                                                                                      (publicly-traded
                                                                                                      mortgage REIT)
                                                                                                      (2004 - 2009, 2012
                                                                                                      - present)
                                                                                                      -----------------------
</TABLE>


                                       48
<PAGE>



<TABLE>
<CAPTION>
NAME, AGE AND                  TERM OF OFFICE AND                                                 OTHER DIRECTORSHIPS
POSITION HELD WITH THE TRUST   LENGTH OF SERVICE          PRINCIPAL OCCUPATION                    HELD BY TRUSTEE
------------------------------ -------------------------- --------------------------------------- -------------------------
<S>                            <C>                        <C>                                     <C>
BENJAMIN M. FRIEDMAN           Trustee since 2008.        William Joseph Maier Professor of       Trustee, Mellon
(69)                           Serves until a successor   Political Economy, Harvard              Institutional Funds
Trustee                        trustee is elected or      University (1972 - present)             Investment Trust and
---                                                       ---------------------------------------
                               earlier retirement or                                              Mellon Institutional
                               removal.                                                           Funds Master
                               --------------------------
                                                                                                  Portfolio (oversaw
                                                                                                  17 portfolios in fund
                                                                                                      complex)
                                                                                                  (1989-2008)
                                                                                                  ----------
MARGARET B.W. GRAHAM           Trustee since 2000.        Founding Director, Vice-President       None
                                                                                                  ----------
(66)                           Serves until a successor   and Corporate Secretary, The
Trustee                        trustee is elected or      Winthrop Group, Inc. (consulting
---
                               earlier retirement or      firm) (1982 - present); and
                               removal.                   Desautels Faculty of Management,
                               --------------------------
                                                          McGill University (1999 - present);
                                                          and Manager of Research
                                                          Operations and Organizational
                                                          Learning, Xerox PARC, Xerox's
                                                          advance research center
                                                          (1990-1994)
                                                          ----------
MARC O. MAYER (56)             Trustee since 2014.        Founding Partner and Chief              Trustee, Alliance
Trustee                        Serves until a successor   Executive Officer, Alignment            Bernstein Mutual
---
                               trustee is elected or      Financial Services (investment          Funds (oversaw 92
                               earlier retirement or      management) (2013 - present);           funds in fund
                               removal                    Chief Executive Officer and Director,   complex) (2003 -
                               --------------------------
                                                          GMO LLC (investment management)         2008); Board of
                                                          (2009 - 2011); Executive Vice           Overseers, Columbia
                                                          President, Alliance Bernstein LP        Business School
                                                          (investment management) (2000 -         (2010 - present);
                                                          2009): and Executive Vice President     and Director, Alpha
                                                          and Director, Sanford C. Bernstein      Parity LLC (hedge
                                                          & Co., LLC (investment                  fund) (2013 -
                                                          management) (1989 - 2000)               present)
                                                          --------------------------------------- ----------
MARGUERITE A. PIRET (65)       Trustee since 1995.        President and Chief Executive           Director of New
Trustee                        Serves until a successor   Officer, Newbury, Piret & Company,      America High Income
---
                               trustee is elected or      Inc. (investment banking firm)          Fund, Inc.
                               earlier retirement or      (1981 - present)                        (closed-end
                                                          -------------------------------------
                               removal.                                                           investment company)
                               --------------------------
                                                                                                  (2004 - present);
                                                                                                  Member, Board of
                                                                                                  Governors,
                                                                                                  Investment Company
                                                                                                  Institute (2000 -
                                                                                                        2006)
                                                                                                  ----------
STEPHEN K. WEST (85)           Trustee since 2008.        Senior Counsel, Sullivan & Cromwell     Director, The Swiss
Trustee                        Serves until a successor   LLP (law firm) (1998 - present);        Helvetia Fund, Inc.
---
                               trustee is elected or      Partner, Sullivan & Cromwell LLP        (closed-end
                               earlier retirement or      (prior to 1998)                         investment company)
                                                          -------------------------------------
                               removal.                                                           (1995 - 2012);
                               --------------------------
                                                                                                  Director, Invesco,
                                                                                                  Ltd. (formerly
                                                                                                  AMVESCAP, PLC)
                                                                                                  (investment
                                                                                                  manager)
                                                                                                  (1997-2005)
                                                                                                  ----------
</TABLE>


                                       49
<PAGE>



<TABLE>
<CAPTION>
NAME, AGE AND                  TERM OF OFFICE AND                                                   OTHER DIRECTORSHIPS
POSITION HELD WITH THE TRUST   LENGTH OF SERVICE          PRINCIPAL OCCUPATION                      HELD BY TRUSTEE
------------------------------ -------------------------- ----------------------------------------- ---------------------
<S>                            <C>                        <C>                                       <C>
INTERESTED TRUSTEE:
------------------------------ -------------------------- ----                                      ---------------------
DANIEL K. KINGSBURY (55)*      Trustee since 2007.        Chairman (2013 - present),                None
                                                                                                    ---------------------
Trustee, President and         Serves until a successor   Director, CEO and President of
Chief Executive Officer        trustee is elected or      PIM-USA (since February 2007);
------------------------------
                               earlier retirement or      Chairman (2013 - present), Director
                               removal.                   and President of Pioneer and
                               --------------------------
                                                          Pioneer Institutional Asset
                                                          Management, Inc. (since February
                                                          2007); President of all of the
                                                          Pioneer Funds (since 2014);
                                                          Executive Vice President of all of the
                                                          Pioneer Funds (2007 - 2013);
                                                          Director of PGAM (2007 - 2010);
                                                          Head of New Europe Division, PGAM
                                                          (2000 - 2005); Head of New
                                                          Markets Division, PGAM (2005 -
                                                          2007)
                                                          ----
KENNETH J. TAUBES (55)*        Trustee since 2014.        Director and Executive Vice               None
                                                                                                    ---------------------
Trustee                        Serves until a successor   President (since 2008) and Chief
------------------------------
                               trustee is elected or      Investment Officer, U.S. (since
                               earlier retirement or      2010) of PIM-USA; Executive Vice
                               removal                    President of Pioneer (since 2008);
                               --------------------------
                                                          Executive Vice President of Pioneer
                                                          Institutional Asset Management,
                                                          Inc. (since 2009); Portfolio Manager
                                                          of Pioneer (since 1999)
                                                          -----------------------------------------
FUND OFFICERS:
------------------------------ -------------------------- ----                                      ---------------------
MARK D. GOODWIN (49)           Since 2014. Serves at      Executive Vice President and Chief        None
                                                                                                    ---------------------
Executive Vice President       the discretion of the      Operating Officer of Pioneer since
------------------------------
                               Board                      2005 and Executive Vice President
                               --------------------------
                                                          of all of the Pioneer Funds since
                                                          2014
                                                          ----
CHRISTOPHER J. KELLEY (49)     Since 2003. Serves at      Vice President and Associate              None
                                                                                                    ---------------------
Secretary and Chief Legal      the discretion of the      General Counsel of Pioneer since
Officer                        Board                      January 2008; Secretary and Chief
------------------------------ --------------------------
                                                          Legal Officer of all of the Pioneer
                                                          Funds since June 2010; Assistant
                                                          Secretary of all of the Pioneer Funds
                                                          from September 2003 to May
                                                          2010; Vice President and Senior
                                                          Counsel of Pioneer from July 2002
                                                          to December 2007
                                                          -----------------------------------------
CAROL B. HANNIGAN (52)         Since 2010. Serves at      Fund Governance Director of               None
                                                                                                    ---------------------
Assistant Secretary            the discretion of the      Pioneer since December 2006 and
------------------------------
                               Board                      Assistant Secretary of all the
                               --------------------------
                                                          Pioneer Funds since June 2010;
                                                          Manager - Fund Governance of
                                                          Pioneer from December 2003 to
                                                          November 2006; Senior Paralegal of
                                                          Pioneer from January 2000 to
                                                          November 2003.
                                                          -----------------------------------------
</TABLE>


                                       50
<PAGE>



<TABLE>
<CAPTION>
NAME, AGE AND                  TERM OF OFFICE AND                                             OTHER DIRECTORSHIPS
POSITION HELD WITH THE TRUST   LENGTH OF SERVICE       PRINCIPAL OCCUPATION                   HELD BY TRUSTEE
------------------------------ ----------------------- -------------------------------------- ---------------------
<S>                            <C>                     <C>                                    <C>
THOMAS REYES (51)              Since 2010. Serves at   Senior Counsel of Pioneer since        None
                                                                                              ---------------------
Assistant Secretary            the discretion of the   May 2013 and Assistant Secretary
------------------------------
                               Board                   of all the Pioneer Funds since June
                               -----------------------
                                                       2010; Counsel of Pioneer from June
                                                       2007 to May 2013
                                                       --------------------------------------
MARK E. BRADLEY (54)           Since 2008. Serves at   Vice President - Fund Treasury of      None
                                                                                              ---------------------
Treasurer and Chief            the discretion of the   Pioneer; and Treasurer of all of the
Financial and Accounting       Board                   Pioneer Funds since March 2008;
                               -----------------------
Officer                                                Deputy Treasurer of Pioneer from
------------------------------
                                                       March 2004 to February 2008; and
                                                       Assistant Treasurer of all of the
                                                       Pioneer Funds from March 2004 to
                                                       February 2008
                                                       --------------------------------------
LUIS I. PRESUTTI (48)          Since 2000. Serves at   Director - Fund Treasury of Pioneer;   None
                                                                                              ---------------------
Assistant Treasurer            the discretion of the   and Assistant Treasurer of all of the
------------------------------
                               Board                   Pioneer Funds
                               ----------------------- --------------------------------------
GARY SULLIVAN (55)             Since 2002. Serves at   Fund Accounting Manager - Fund         None
                                                                                              ---------------------
Assistant Treasurer            the discretion of the   Treasury of Pioneer; and Assistant
------------------------------
                               Board                   Treasurer of all of the Pioneer Funds
                               ----------------------- --------------------------------------
DAVID F. JOHNSON (34)          Since 2009. Serves at   Fund Administration Manager - Fund     None
                                                                                              ---------------------
Assistant Treasurer            the discretion of the   Treasury of Pioneer since November
------------------------------
                               Board                   2008 and Assistant Treasurer of all
                               -----------------------
                                                       of the Pioneer Funds since January
                                                       2009; Client Service Manager -
                                                       Institutional Investor Services at
                                                       State Street Bank from March 2003
                                                       to March 2007
                                                       --------------------------------------
JEAN M. BRADLEY (61)           Since 2010. Serves at   Chief Compliance Officer of Pioneer    None
                                                                                              ---------------------
Chief Compliance Officer       the discretion of the   and of all the Pioneer Funds since
------------------------------
                               Board                   March 2010; Director of Adviser and
                               -----------------------
                                                       Portfolio Compliance at Pioneer
                                                       since October 2005; Senior
                                                       Compliance Officer for Columbia
                                                       Management Advisers, Inc. from
                                                       October 2003 to October 2005
                                                       --------------------------------------
KELLY O'DONNELL (42)           Since 2006. Serves at   Director - Transfer Agency             None
                                                                                              ---------------------
Anti-Money Laundering          the discretion of the   Compliance of Pioneer and
Officer                        Board                   Anti-Money Laundering Officer of all
------------------------------ -----------------------
                                                       the Pioneer funds since 2006
                                                       --------------------------------------
</TABLE>



*     Mr. Kingsbury and Mr. Taubes are Interested Trustees because they are
      officers or directors of the portfolio's investment adviser and certain
      of its affiliates.



BOARD COMMITTEES

The Board of Trustees is responsible for overseeing the portfolio's management
and operations. The Chairman of the Board is an Independent Trustee.
Independent Trustees constitute more than 75% of the Board. During the most
recent fiscal year, the Board of Trustees held 8 meetings. Each Trustee
attended at least 75% of such meetings.

The Trustees were selected to join the Board based upon the following as to
each Board member: such person's character and integrity; such person's
willingness and ability to commit the time necessary to perform the duties of a
Trustee; as to each Independent Trustee, his or her status as not being an
"interested person" as defined under the 1940 Act; and, as to each of Mr.
Kingsbury and Mr. Taubes, his



                                       51
<PAGE>


association with Pioneer. Each of the Independent Trustees also was selected to
join the Board based on the criteria and principles set forth in the Nominating
Committee Charter. In evaluating a Trustee's prospective service on the Board,
the Trustee's experience in, and ongoing contributions toward, overseeing the
portfolio's business as a Trustee also are considered. In addition, the
following specific experience, qualifications, attributes and/or skills apply
as to each Trustee: Mr. Bock, accounting, financial, business and public
company experience as a chief financial officer and an executive officer and
experience as a board member of other organizations; Mr. Friedman, academic
leadership, economic and finance experience and investment company board
experience; Ms. Graham, academic leadership, experience in business, finance
and management consulting; Mr. Mayer, investment and entrepreneurial experience
and investment company board experience; Mr. Perna, accounting, financial, and
business experience as an executive officer and experience as a board member of
other organizations; Ms. Piret, accounting, financial and entrepreneurial
experience as an executive, valuation experience and investment company board
experience; Mr. West, legal experience and securities and board experience; Mr.
Taubes, portfolio management experience and leadership roles with Pioneer; and
Mr. Kingsbury, investment management experience as an executive and leadership
roles with Pioneer and its affiliates. However, in its periodic assessment of
the effectiveness of the Board, the Board considers the complementary skills
and experience of individual Trustees primarily in the broader context of the
Board's overall composition so that the Board, as a body, possesses the
appropriate (and appropriately diverse) skills and experience to oversee the
business of the portfolios.


The Trust's Amended and Restated Agreement and Declaration of Trust provides
that the appointment, designation (including in any proxy or registration
statement or other document) of a Trustee as an expert on any topic or in any
area, or as having experience, attributes or skills in any area, or any other
appointment, designation or identification, shall not impose on that person any
standard of care or liability that is greater than that imposed on that person
as a Trustee in the absence of the appointment, designation or identification,
and no Trustee who has special attributes, skills, experience or expertise, or
is appointed, designated, or identified as aforesaid, shall be held to a higher
standard of care by virtue thereof.


The Board of Trustees has five standing committees: the Independent Trustees
Committee, the Audit Committee, the Governance and Nominating Committee, the
Policy Administration Committee and the Valuation Committee. Each committee is
chaired by an Independent Trustee and all members of each committee are
Independent Trustees.

The Chairs of the committees work with the Chairman of the Board and fund
management in setting the agendas for Board meetings. The Chairs of the
committees set the agendas for committee meetings with input from fund
management. As noted below, through the committees, the Independent Trustees
consider and address important matters involving the portfolios, including
those presenting conflicts or potential conflicts of interest for management.
The Independent Trustees also regularly meet without the presence of management
and are advised by independent legal counsel. The Board has determined that
delegation to the committees of specified oversight responsibilities helps
ensure that the fund has effective and independent governance and oversight.
Notwithstanding the fact that the Chairman of the Board is an Independent
Trustee, the Board continues to believe that the committee structure enables
the Board more effectively to provide governance and oversight of the
portfolio's affairs. Mr. Perna, Chairman of the Board, is a non-voting,
ex-officio member of each committee, except the Independent Trustees Committee,
of which he is Chair.

During the most recent fiscal year, the Independent Trustees, Audit, Governance
and Nominating, Policy Administration, and Valuation Committees held 7, 9, 1, 4
and 7 meetings, respectively.



INDEPENDENT TRUSTEES COMMITTEE

David R. Bock, Benjamin M. Friedman, Margaret B.W. Graham, Marc O. Mayer,
Thomas J. Perna (Chair), Marguerite A. Piret and Stephen K. West.



                                       52
<PAGE>


The Independent Trustees Committee is comprised of all of the Independent
Trustees. The Independent Trustees Committee serves as the forum for
consideration of a number of issues required to be considered separately by the
Independent Trustees under the 1940 Act, including the assessment and review of
the portfolio's advisory agreement and other related party contracts. The
Independent Trustees Committee also considers issues that the Independent
Trustees believe it is advisable for them to consider separately from the
Interested Trustees.



AUDIT COMMITTEE
David R. Bock (Chair), Benjamin M. Friedman and Marguerite A. Piret.


The Audit Committee, among other things, oversees the accounting and financial
reporting policies and practices of the portfolio, oversees the quality and
integrity of the portfolio's financial statements, approves, and recommends to
the Independent Trustees for their ratification, the engagement of the
portfolio's independent registered public accounting firm, reviews and
evaluates the accounting firm's qualifications, independence and performance,
and approves the compensation of the accounting firm. The Audit Committee also
approves all audit and permissible non-audit services provided to the portfolio
by the portfolio's accounting firm and all permissible non-audit services
provided by the portfolio's accounting firm to Pioneer and any affiliated
service providers of the portfolio if the engagement relates directly to the
portfolio's operations and financial reporting.



GOVERNANCE AND NOMINATING COMMITTEE
Margaret B.W. Graham (Chair), Thomas J. Perna and Stephen K. West.


The Governance and Nominating Committee considers governance matters affecting
the Board and the portfolios. Among other responsibilities, the Governance and
Nominating Committee reviews the performance of the Independent Trustees as a
whole, and reviews and recommends to the Independent Trustees Committee any
appropriate changes concerning, among other things, the size and composition of
the Board, the Board's committee structure and the Independent Trustees'
compensation. The Governance and Nominating Committee also makes
recommendations to the Independent Trustees Committee or the Board on matters
delegated to it.


In addition, the Governance and Nominating Committee screens potential
candidates for Independent Trustees. Among other responsibilities, the
Governance and Nominating Committee reviews periodically the criteria for
Independent Trustees and the spectrum of desirable experience and expertise for
Independent Trustees as a whole, and reviews periodically the qualifications
and requisite skills of persons currently serving as Independent Trustees and
being considered for re-nomination. The Governance and Nominating Committee
also reviews the qualifications of any person nominated to serve on the Board
by a shareholder or recommended by any Trustee, management or another person
and makes a recommendation as to the qualifications of such nominated or
recommended person to the Independent Trustees and the Board, and reviews
periodically the Committee's procedure, if any, regarding candidates submitted
by shareholders. The Governance and Nominating Committee does not have
specific, minimum qualifications for nominees, nor has it established specific
qualities or skills that it regards as necessary for one or more of the
Independent Trustees to possess (other than qualities or skills that may be
required by applicable law or regulation). However, in evaluating a person as a
potential nominee to serve as an Independent Trustee, the Governance and
Nominating Committee will consider the following general criteria and
principles, among any others that it may deem relevant:

o whether the person has a reputation for integrity, honesty and adherence to
  high ethical standards;


o whether the person has demonstrated business acumen and ability to exercise
  sound judgment in matters that relate to the objectives of the portfolios
  and whether the person is willing and able to contribute positively to the
  decision-making process of the portfolios;



                                       53
<PAGE>


o whether the person has a commitment and ability to devote the necessary time
  and energy to be an effective Independent Trustee, to understand the
  portfolios and the responsibilities of a trustee of an investment company;



o whether the person has the ability to understand the sometimes conflicting
  interests of the various constituencies of the portfolios and to act in the
  interests of all shareholders;


o whether the person has a conflict of interest that would impair his or her
  ability to represent the interests of all shareholders and to fulfill the
  responsibilities of a trustee; and

o the value of diversity on the Board. The Governance and Nominating Committee
  Charter provides that nominees shall not be discriminated against on the
  basis of race, religion, national origin, sex, sexual orientation,
  disability or any other basis proscribed by law.


The Governance and Nominating Committee also will consider whether the nominee
has the experience or skills that the Governance and Nominating Committee
believes would maintain or enhance the effectiveness of the Independent
Trustees' oversight of the portfolio's affairs, based on the then current
composition and skills of the Independent Trustees and experience or skills
that may be appropriate in light of changing business conditions and regulatory
or other developments. The Governance and Nominating Committee does not
necessarily place the same emphasis on each criterion. Prior to the
establishment of the Governance and Nominating Committee, the portfolio's
Nominating Committee screened potential candidates for Independent Trustee
using the same general criteria and principles described above.

The Governance and Nominating Committee does not have a formal policy for
considering trustee nominees submitted by the portfolio's shareholders.
Nonetheless, the Nominating Committee may, on an informal basis, consider any
shareholder recommendations of nominees that it receives.



POLICY ADMINISTRATION COMMITTEE

Margaret B.W. Graham, Marc O. Mayer, Thomas J. Perna and Stephen K. West
(Chair).

The Policy Administration Committee, among other things, oversees and monitors
the portfolio's compliance with legal and regulatory requirements that are not
directly related to financial reporting, internal financial controls,
independent audits or the performance of the portfolio's internal audit
function. The Policy Administration Committee also oversees the adoption and
implementation of certain of the portfolio's policies and procedures.



VALUATION COMMITTEE
David R. Bock, Benjamin M. Friedman and Marguerite A. Piret (Chair).


The Valuation Committee, among other things, determines with Pioneer the value
of securities under certain circumstances and considers other matters with
respect to the valuation of securities, in each case in accordance with the
portfolio's valuation procedures.



OVERSIGHT OF RISK MANAGEMENT

Consistent with its responsibility for oversight of the portfolios in the
interests of shareholders, the Board of Trustees oversees risk management of
the portfolio's investment management and business operations. In performing
this oversight function, the Board considers various risks and risk management
practices relating to the portfolios. The Board has delegated certain aspects
of its risk oversight responsibilities to the committees.

Each portfolio faces a number of risks, such as investment risk, counterparty
risk, valuation risk, enterprise risk, reputational risk, risk of operational
failure or lack of business continuity, and legal, compliance and regulatory
risk. The goal of risk management is to identify and address risks, i.e.,
events or circumstances that could have material adverse effects on the
business, operations, shareholder services, investment performance or
reputation of the portfolios.



                                       54
<PAGE>


Most of the portfolio's investment management and business operations are
carried out by or through Pioneer, its affiliates, and other service providers,
each of which has an independent interest in risk management but whose policies
and the methods by which one or more risk management functions are carried out
may differ from the portfolio's and each other's in the setting of priorities,
the resources available or the effectiveness of relevant controls.

Under the overall supervision of the Board or the applicable committee of the
Board, the portfolios, or Pioneer or the subadviser and the affiliates of
Pioneer or the subadviser or other service providers to the portfolios employ a
variety of processes, procedures and controls in an effort to identify, address
and mitigate risks. Different processes, procedures and controls are employed
with respect to different types of risks. Various personnel, including the
portfolio's and Pioneer's chief compliance officer and Pioneer's chief risk
officer and director of internal audit, as well as various personnel of Pioneer
or the subadviser and of other service providers, make periodic reports to the
applicable committee or to the Board with respect to various aspects of risk
management. The reports received by the Trustees related to risks typically are
summaries of relevant information. During the course of the most recent fiscal
year, the Trustees increased the number of presentations from the directors of
Internal Audit and Risk Management at Pioneer, as well as the Chief Operating
Officer to whom they report, concerning the results and process of their
responsibilities.

The Trustees recognize that not all risks that may affect the portfolios can be
identified, that it may not be practical or cost-effective to eliminate or
mitigate certain risks, that it may be necessary to bear certain risks (such as
investment-related risks) to achieve the portfolio's goals, that the processes,
procedures and controls employed to address certain risks may be limited in
their effectiveness, and that some risks are simply beyond the control of the
portfolios or Pioneer and its affiliates or other service providers. As a
result of the foregoing and other factors, the portfolio's ability to manage
risk is subject to substantial limitations.

In addition, it is important to note that each portfolio is designed for
investors that are prepared to accept investment risk, including the
possibility that as yet unforeseen risks may emerge in the future.



COMPENSATION OF OFFICERS AND TRUSTEES

The Pioneer Funds, including the portfolios, compensate their Trustees. The
Independent Trustees review and set their compensation annually, taking into
consideration the committee and other responsibilities assigned to specific
Trustees. The table under "Annual Fees, Expense and Other Information -
Compensation of Officers and Trustees" sets forth the compensation paid to each
of the Trustees. The compensation paid to the Trustees is then allocated among
the portfolios as follows:



o each portfolio with assets less than $250 million pays each Independent
  Trustee an annual fee of $1,000.



o the remaining compensation of the Independent Trustees is allocated to each
  portfolio with assets greater than $250 million based on the portfolio's net
  assets.



o the Interested Trustees receive an annual fee of $500 from each portfolio,
  except in the case of portfolios with net assets of $50 million or less,
  which pay each Interested Trustee an annual fee of $200. Pioneer reimburses
  these portfolios for the fees paid to the Interested Trustees.

Except for the chief compliance officer, each portfolio does not pay any salary
or other compensation to its officers. Each portfolio pays a portion of the
chief compliance officer's compensation for her services as the portfolio's
chief compliance officer. Pioneer pays the remaining portion of the chief
compliance officer's compensation.


See "Compensation of Officers and Trustees" in "Annual Fee, Expense and Other
Information."

                                       55
<PAGE>

SALES LOADS

Each portfolio offers its shares to Trustees and officers of the portfolio and
employees of Pioneer and its affiliates without a sales charge in order to
encourage investment in the portfolio by individuals who are responsible for
its management and because the sales to such persons do not entail any sales
effort by the portfolio, brokers or other intermediaries.



OTHER INFORMATION

The Amended and Restated Agreement and Declaration of Trust provides that no
Trustee, officer or employee of a portfolio shall be liable to a portfolio or
any shareholder for any action, failure to act, error or mistake except in
cases of bad faith, willful misfeasance, gross negligence or reckless disregard
of duty. The Amended and Restated Agreement and Declaration of Trust requires
each portfolio to indemnify each Trustee, director, officer, employee and
authorized agent to the fullest extent permitted by law against liability and
against all expenses reasonably incurred or paid by him in connection with any
claim, action, suit or proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been such a Trustee, director,
officer, employee, or agent and against amounts paid or incurred by him in
settlement thereof. The 1940 Act currently provides that no officer or director
shall be protected from liability to a portfolio or shareholders for willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
of office. The Amended and Restated Agreement and Declaration of Trust extends
to Trustees, officers and employees of each portfolio the full protection from
liability that the law allows.



MATERIAL RELATIONSHIPS OF THE INDEPENDENT TRUSTEES

Mr. West, an Independent Trustee, is Senior Counsel to Sullivan & Cromwell,
which acts as counsel to the Independent Trustees and the Independent Trustees
of the other Pioneer Funds. The aggregate compensation paid to Sullivan &
Cromwell by the portfolios and the other Pioneer Funds was approximately
$540,568 and $445,775 in each of 2012 and 2013.



SHARE OWNERSHIP

See "Annual Fee, Expense and Other Information" for information on the
ownership of portfolio shares by the Trustees, each portfolio's officers and
owners in excess of 5% of any class of shares of a portfolio and a table
indicating the value of shares that each Trustee beneficially owns in each
portfolio and in all the Pioneer Funds.



PROXY VOTING POLICIES

Information regarding how each portfolio voted proxies relating to portfolio
securities during the most recent 12-month period ended June 30 is publicly
available to shareowners without charge at http://us.pioneerinvestments.com and
on the SEC's website at http://www.sec.gov. Each portfolio's proxy voting
policies and procedures are attached as "Appendix B".



4. INVESTMENT ADVISER


The Trust on behalf of each portfolio has contracted with Pioneer to act as its
investment adviser. Pioneer is an indirect, wholly owned subsidiary of
UniCredit SpA. Certain Trustees or officers of a portfolio are also directors
and/or officers of certain of UniCredit SpA's subsidiaries (see management
biographies above). Pioneer has entered into amended and restated management
agreement (the "management contract") with its affiliate, Pioneer Investment
Management Limited ("PIML"), pursuant to which PIML provides certain services
and personnel to Pioneer.


As a portfolio's investment adviser, Pioneer provides a portfolio with
investment research, advice and supervision and furnishes an investment program
for a portfolio consistent with a portfolio's investment objective and
policies, subject to the supervision of the Trustees. Pioneer determines what
portfolio securities will be purchased or sold, arranges for the placing of
orders for the purchase or sale of portfolio


                                       56
<PAGE>

securities, selects brokers or dealers to place those orders, maintains books
and records with respect to a portfolio's securities transactions, and reports
to the Trustees on a portfolio's investments and performance.


The management contract will continue in effect from year to year provided such
continuance is specifically approved at least annually (i) by the Trustees of
the Trust or by a majority of the outstanding voting securities of the Trust
(as defined in the 1940 Act), and (ii) in either event, by a majority of the
Independent Trustees of the Trust, with such Independent Trustees casting votes
in person at a meeting called for such purpose.

The management contract may be terminated without penalty by the Trustees of
the trust or by vote of a majority of the outstanding voting securities of the
Trust on not more than 60 days' nor less than 30 days' written notice to
Pioneer, or by Pioneer on not less than 90 days' written notice to the Trust,
and will automatically terminate in the event of its assignment (as defined in
the 1940 Act) by Pioneer. The management contract is not assignable by the
portfolios except with the consent of Pioneer.

The Trustees' approval of and the terms, continuance and termination of the
management agreement are governed by the 1940 Act and the Investment Advisers
Act of 1940, as applicable. Pursuant to the management agreement, Pioneer
assumes no responsibility other than to render the services called for under
the management agreement, in good faith, and Pioneer will not be liable for any
error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in the execution of securities or other
transactions for the portfolios. Pioneer, however, is not protected against
liability by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or by reason of its reckless disregard of its
obligations and duties under the management agreement. The management agreement
requires Pioneer to furnish all necessary services, facilities and personnel in
connection with the performance of its services under the management agreement,
and except as specifically stated therein, Pioneer is not responsible for any
of the portfolio's ordinary and extraordinary expenses.


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


                                       57
<PAGE>



<TABLE>
<CAPTION>
                                              MANAGEMENT FEE AS A PERCENTAGE OF
PORTFOLIO                                     PORTFOLIO'S AVERAGE DAILY NET ASSETS
--------------------------------------------  -----------------------------------------------------------
<S>                                           <C>
Bond VCT Portfolio                            0.50%
--------------------------------------------  ----
Disciplined Value VCT Portfolio               0.70%
--------------------------------------------  ----
Emerging Markets VCT Portfolio                1.10%
--------------------------------------------  ----
Equity Income VCT Portfolio                   0.65% up to $1 billion and 0.60% on assets over $1
--------------------------------------------
                                              billion
                                              ----
Pioneer Fund VCT Portfolio                    0.65%
--------------------------------------------  ----
High Yield VCT Portfolio                      0.65% up to $1 billion and 0.60% on assets over $1
--------------------------------------------
                                              billion
                                              ----
                                              0.13% on investments in underlying funds managed by
Ibbotson Moderate Allocation VCT Portfolio    Pioneer (and cash) and 0.17% on other investments up to
--------------------------------------------
                                              $2.5 Billion; 0.11% on investments in underlying funds
                                              managed by Pioneer (and cash) and 0.14% on other
                                              investments over $2.5 Billion and up to $4 Billion; 0.10%
                                              on investments in underlying funds managed by Pioneer
                                              (and cash) and 0.12% on other investments over $4
                                              Billion and up to $5.5 Billion; 0.08% on investments in
                                              underlying funds managed by Pioneer (and cash) and
                                              0.10% on other investments over $5.5 Billion and up to
                                              $7 Billion; 0.08% on investments in underlying funds
                                              managed by Pioneer (and cash) and 0.09% on other
                                              investments over $7 Billion
                                              -----------------------------------------------------------
Mid Cap Value VCT Portfolio                   0.65%
--------------------------------------------  ----
Real Estate Shares VCT Portfolio              0.80% up to $500 million and 0.75% on assets over
--------------------------------------------
                                              $500 million
                                              ----------------------------------------------------------
Select Mid Cap Growth VCT Portfolio           0.74%
--------------------------------------------  ----
Strategic Income VCT Portfolio                0.65%
--------------------------------------------  ----
</TABLE>


                                       58
<PAGE>

The above management fees are normally computed daily and paid monthly in
arrears.


INVESTMENT SUBADVISERS
AEW CAPITAL MANAGEMENT, L.P. Pioneer has engaged AEW Capital Management, L.P.
("AEW") to act as the subadviser to Pioneer Real Estate Shares VCT Portfolio.
Pioneer oversees the portfolios' operations and supervises AEW, which is
responsible for the day-to-day management of the portfolios.As described in the
prospectus, AEW serves as the real estate portfolio's investment subadviser
with respect to a portion of the real estate portfolio's assets that Pioneer
designates from time to time. With respect to the current fiscal year, Pioneer
anticipates that it will designate AEW as being responsible for the management
of all the real estate portfolio's assets, with the exception of the real
estate portfolio's cash balances, which will be invested by Pioneer. AEW will,
among other things, continuously review and analyze the investments in the real
estate portfolio's portfolio and, subject to the supervision of Pioneer, manage
the investment and reinvestment of the real estate portfolio's assets. AEW, a
Delaware limited partnership is an investment adviser registered with the SEC.
AEW and its affiliates provide real estate investment advice to public,
corporate, union and government pension plans and endowments.


As of December 31, 2013, AEW and its affiliates managed approximately $51.3
billion of client capital. AEW specializes in designing and executing real
estate investment strategies focused in three areas: direct investments in real
estate, real estate-related securities, such as REITs, and high-return debt and
equity investments in real estate projects. AEW is a wholly owned subsidiary of
Natixis Global Asset Management. AEW is located at World Trade Center East, Two
Seaport Lane, Boston, Massachusetts 02210.


Pioneer and AEW have entered into a subadvisory contract, dated as of May 3,
2004, pursuant to which AEW has agreed, among other things, to:

  - comply with the provisions of the Declaration of Trust and By-laws, the
    1940 Act, the Advisers Act and the investment objectives, policies and
    restrictions of the real estate portfolio;

  - cause the portfolio to comply with the requirements of Subchapters L and M
    of the Code;

  - comply with any policies, guidelines, procedures and instructions as
    Pioneer may from time to time establish;

  - be responsible for voting proxies and acting on other corporate actions;

  - maintain separate books and detailed records of all matters pertaining to
    the portion of the real estate portfolio's assets advised by AEW required
    by Rule 31a-1 under the 1940 Act relating to its responsibilities provided
    hereunder with respect to the portfolio;

  - ensure that its Access Persons comply in all respects with AEW's Code of
    Ethics, as in effect from time to time; and furnish reports to the
    Trustees and Pioneer.


For its services, AEW is entitled to a subadvisory fee from Pioneer at an
annual rate of 0.40% of the first $100 million of the combined average daily
net assets of the Pioneer Real Estate Shares VCT Portfolio and Pioneer Real
Estate Shares (another real estate fund managed by Pioneer) and 0.30% of the
combined average daily net assets of the Real Estate Shares VCT Portfolio and
Pioneer Real Estate Shares in excess of $100 million. As of December 31, 2013,
the combined net assets of the Real Estate Shares VCT Portfolio and Pioneer
Real Estate Shares were approximately $171,986,583. The fee will be paid
monthly in arrears. The portfolio has no responsibility to pay any fee to AEW.

IBBOTSON ASSOCIATES, INC. Pioneer has engaged Ibbotson Associates, Inc.
("Ibbotson or the "subadviser") to act as the subadviser to Pioneer Ibbotson
Moderate Allocation VCT Portfolio. Pioneer oversees the portfolios' operations
and supervises Ibbotson, which is responsible for the day-to-day management of
the portfolios. Ibbotson will, among other things, continuously review and
analyze the investments in the portfolios and, subject to the supervision of
Pioneer, manage the investment and reinvestment of the portfolios' assets.
Effective December 31, 2011, Ibbotson Associates Advisors, LLC merged into
Ibbotson Associates, Inc. Effective January 1, 2012, Ibbotson Associates, Inc.
serves as the



                                       59
<PAGE>


subadviser to the portfolio. As of December 31, 2013, Ibbotson had
approximately $35.7 billion in assets under management. Ibbotson is located at
22 West Washington Street, Chicago, Illinois 60602. Ibbotson is registered as
an investment adviser under the Advisers Act.


Pioneer and Ibbotson have entered into a subadvisory contract, dated March 1,
2006, pursuant to which Ibbotson has agreed, among other things, to:

  - comply with the provisions of the trust's Declaration of Trust and
    By-laws, the 1940 Act, the Advisers Act and the investment objectives,
    policies and restrictions of the respective portfolio;

  - to provide Pioneer information needed in order for Pioneer to monitor each
    portfolio's compliance with Subchapter M of the Internal Revenue Code of
    1986 for qualification as a regulated investment company;

  - comply with any policies, guidelines, procedures and instructions as
    Pioneer may from time to time establish;

  - maintain separate books and detailed records of all matters pertaining to
    the portion of the portfolio's assets advised by Ibbotson required by Rule
    31a-1 under the 1940 Act relating to its responsibilities provided with
    respect to the portfolio;

  - ensure that its "access persons" comply in all respects with Ibbotson's
    Code of Ethics, as in effect from time to time; and

  - furnish reports to the Trustees and Pioneer.


For its services, Ibbotson is entitled to a subadvisory fee from Pioneer at an
annual rate of 0.10% of the the portfolio's average daily net assets up to $2.5
billion, 0.08% from $2.5 billion to $4 billion, 0.07% from $4 billion to $5.5
billion, 0.06% from $5.5 billion to $7 billion and 0.05% above $7 billion. The
fee will be paid monthly in arrears. The portfolios do not pay a fee to the
subadviser.


Pioneer has received an order from the Securities and Exchange Commission that
permits Pioneer, subject to the approval of the portfolio's Board of Trustees,
to hire and terminate a subadviser or to materially modify an existing
subadvisory contract for the portfolio without shareholder approval. Pioneer
retains the ultimate responsibility to oversee and recommend the hiring,
termination and replacement of any subadviser.


EXPENSE LIMITATION AGREEMENTS. Pioneer has agreed not to impose all or a
portion of its management fee and, if necessary, to limit other ordinary
expenses (ordinary operating expenses means all fund expenses other than
extraordinary expenses, such as litigation, taxes, brokerage commissions and
acquired fund fees and expenses) to the extent required to reduce a portfolio's
total annual operating expenses to a specified percentage of average daily net
assets of that class as indicated below attributable to a specific class.
Further, Pioneer has agreed to waive its fees and/or reimburse the fund-wide
expenses attributable to any other authorized class of a portfolio's shares to
the same extent that such expenses are reduced for that portfolio's Class I or
Class II shares, as the case may be. Any differences in the fee waiver and
expense limitation among classes result from rounding in the daily calculation
of a class' net assets and expense limit, which may exceed 0.01% annually. In
no event, shall Pioneer Funds Distributor, Inc. be required to waive or PIM
reimburse any fees payable under the Trust's Rule 12b-1 Plan. The expense
limitation does not limit acquired fund fees and expenses indirectly incurred
by a shareholder, including the expenses of underlying funds in which Ibbotson
Moderate Allocation VCT invests. Pioneer expects to continue its limitation of
expenses for the relevant portfolio unless the expense limit agreement with the
portfolio on behalf of the portfolio is terminated pursuant to the terms of the
expense limit agreement.



                                       60
<PAGE>



<TABLE>
<CAPTION>
                                  PERCENTAGE OF PORTFOLIO'S
PORTFOLIO                         AVERAGE DAILY NET ASSETS
--------------------------------  --------------------------
<S>                               <C>
Bond VCT                          0.62% (Class I)
--------------------------------  --------------------------
Disciplined Value VCT             1.00% (Class II)
--------------------------------  --------------------------
Ibbotson Growth Allocation VCT    0.48% (Class II)
--------------------------------  --------------------------
Ibbotson Moderate Allocation
VCT                               0.48% (Class II)
--------------------------------  --------------------------
</TABLE>


See "Annual Fee, Expense and Other Information" for the management fees paid to
Pioneer during recently completed fiscal years.


ADMINISTRATION AGREEMENT. The Trust entered into an amended and restated
administration agreement with Pioneer, pursuant to which Pioneer acts as each
portfolio's administrator, performing certain accounting, administration and
legal services for the portfolios. Pursuant to the amended and restated
administration agreement Pioneer is reimbursed for its costs of providing such
services. The costs of these services is based on direct costs and costs of
overhead, subject to the Board of Trustees. See "Annual Fee, Expense and Other
Information" for fees the portfolios paid to Pioneer for administration and
related services. In addition, Brown Brothers Harriman & Co. performs certain
sub-administration services for the portfolios pursuant to an agreement with
Pioneer and the Trust.

Under the terms of the amended and restated administration agreement, Pioneer
pays or reimburses the portfolios for expenses relating to its services for the
portfolios, with the exception of the following, which are to be paid by the
portfolios: (a) charges and expenses for fund accounting, pricing and appraisal
services and related overhead, including, to the extent such services are
performed by personnel of Pioneer, or its affiliates, office space and
facilities and personnel compensation, training and benefits; (b) the charges
and expenses of auditors; (c) the charges and expenses of any custodian,
transfer agent, plan agent, dividend disbursing agent and registrar appointed
by the fund; (d) issue and transfer taxes, chargeable to the portfolios in
connection with securities transactions to which the portfolios are a party;
(e) insurance premiums, interest charges, dues and fees for membership in trade
associations and all taxes and corporate fees payable by the fund to federal,
state or other governmental agencies; (f) fees and expenses involved in
registering and maintaining registrations of the fund and/or its shares with
federal regulatory agencies, state or blue sky securities agencies and foreign
jurisdictions, including the preparation of prospectuses and statements of
additional information for filing with such regulatory authorities; (g) all
expenses of shareholders' and Trustees' meetings and of preparing, printing and
distributing prospectuses, notices, proxy statements and all reports to
shareholders and to governmental agencies; (h) charges and expenses of legal
counsel to the portfolios and the Trustees; (i) any distribution fees paid by
the portfolios in accordance with Rule 12b-1 promulgated by the SEC pursuant to
the 1940 Act; (j) compensation of those Trustees of the portfolios who are not
affiliated with or interested persons of Pioneer, the portfolios (other than as
Trustees), PIM-USA or PFD; (k) the cost of preparing and printing share
certificates; (l) interest on borrowed money, if any (m) fees payable by the
portfolios under management agreements and the administration agreement; and
(n) extraordinary expenses. The portfolios shall also assume and pay any other
expense that the portfolios, Pioneer or any other agent of the portfolios may
incur not listed above that is approved by the Board of Trustees (including a
majority of the Independent Trustees) as being an appropriate expense of the
portfolios. The portfolios shall pay all fees and expenses to be paid by the
portfolios under the sub-administration agreement with Brown Brothers Harriman
& Co. In addition, the portfolios shall pay all brokers' and underwriting
commissions chargeable to the portfolios in connection with securities
transactions to which the portfolios are a party.

POTENTIAL CONFLICTS OF INTEREST. Pioneer also serves as investment adviser to
other mutual funds and other accounts (including separate accounts and
unregistered products) with investment objectives identical or similar to those
of a portfolio. Securities frequently meet the investment objectives of a
portfolio and these other mutual funds and such other accounts. In such cases,
the decision to recommend a purchase to one portfolio or account rather than
another is based on a number of factors.



                                       61
<PAGE>


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


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

PERSONAL SECURITIES TRANSACTIONS. The portfolios, Pioneer, PFD and the
subadvisers have adopted a code of ethics under Rule 17j-1 under the 1940 Act
which is applicable to officers, trustees/directors and designated employees ,
including, in the case of Pioneer's code, designated employees of certain of
Pioneer's affiliates. Each code permits such persons to engage in personal
securities transactions for their own accounts, including securities that may
be purchased or held by the portfolios, and is designed to prescribe means
reasonably necessary to prevent conflicts of interest from arising in
connection with personal securities transactions. Each code is on public file
with and available from the SEC. Personnel of the subadviser to any portfolio
are subject to the subadviser's code of ethics, which has been reviewed by the
Board.



5. PRINCIPAL UNDERWRITER AND DISTRIBUTION PLAN


PFD, 60 State Street, Boston, Massachusetts 02109, serves as the principal
underwriter for the Trust, on behalf of the portfolios, in connection with the
continuous offering of shares of the portfolios. PFD is an indirect wholly
owned subsidiary of PIM-USA. A portfolio will not generally issue shares for
consideration other than cash. At a portfolio's sole discretion, however, it
may issue shares for consideration other than cash in connection with an
acquisition of portfolio securities pursuant to a purchase of assets, merger or
other reorganization.

It is a portfolio's general practice to repurchase its shares of beneficial
interest for cash consideration in any amount; however, the redemption price of
shares of a portfolio may, at Pioneer's discretion, be paid in portfolio
securities. Each portfolio has elected to be governed by Rule 18f-1 under the
1940 Act pursuant to which each portfolio is obligated to redeem shares solely
in cash up to the lesser of $250,000 or 1% of the portfolio's net asset value
during any 90-day period for any one shareholder. Should the amount of
redemptions by any shareholder exceed such limitation, the portfolio will have
the option of redeeming the excess in cash or portfolio securities. In the
latter case, the securities are taken at their value employed in determining
the portfolio's net asset value. You may incur additional costs, such as
brokerage fees and taxes, and risks, including a decline in the value of the
securities you receive, if a portfolio makes an in-kind distribution. The
selection of such securities will be made in such manner as the Board deems
fair and reasonable; however, a portfolio will not distribute illiquid
securities in kind.



                                       62
<PAGE>

CLASS II 12B-1 PLAN


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

In accordance with the terms of the distribution plan, PFD provides to the
portfolio for review by the Trustees a quarterly written report of the amounts
expended and the purpose for which such expenditures were made. In the
Trustees' quarterly review of the distribution plan, they will consider the
continued appropriateness and the level of compensation the distribution plan
provides. The portfolio may participate in joint distribution activities with
other Pioneer funds. The costs associated with such joint distribution
activities are allocated to a portfolio based on the number of shares sold. The
distribution plan is a compensation plan, which means that the amount of
payments under the plan are not linked to PFD's expenditures, and,
consequently, PFD can make a profit under the plan.

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

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


ADDITIONAL PAYMENTS TO FINANCIAL INTERMEDIARIES

The financial intermediaries through which variable life and annuity products
("variable products") that invest in shares of the portfolios may receive all
or a portion of the sales charges and/or premium in connection with the sale of
the variable product. Pioneer or one or more of its affiliates (collectively,
"Pioneer Affiliates") may make additional cash payments to financial
intermediaries in connection with the promotion and sale of variable products
that invest in shares of the portfolios. Pioneer Affiliates make these payments
from their own resources, which include resources that derive from compensation
for providing services to the portfolios. These additional cash payments are
described below. The categories described below are not mutually exclusive. The
same financial intermediary may receive payments under more than one or all
categories. Many financial intermediaries that promote the investment of the
assets of a variable product in shares of the portfolios receive one or more
types of these payments. The


                                       63
<PAGE>

financial intermediary typically initiates requests for additional
compensation. Pioneer negotiates these arrangements individually with financial
intermediaries, and the amount of payments and the specific arrangements may
differ significantly. A financial intermediary also may receive different
levels of compensation with respect to sales or assets attributable to
different types of clients of the same intermediary or different Pioneer funds.
Where services are provided, the costs of providing the services and the
overall array of services provided may vary from one financial intermediary to
another. Pioneer Affiliates do not make an independent assessment of the cost
of providing such services. While the financial intermediaries may request
additional compensation from Pioneer to offset costs incurred by the financial
intermediary in servicing its clients, the financial intermediary may earn a
profit on these payments, since the amount of the payment may exceed the
financial intermediary's costs. In this context, "financial intermediary"
includes any broker, dealer, bank (including bank trust departments), insurance
company, transfer agent, registered investment adviser, financial planner,
retirement plan administrator and any other financial intermediary having a
selling, administrative, shareholder servicing or similar agreement with
Pioneer Affiliates.

A financial intermediary's receipt of additional compensation may create
conflicts of interest between the financial intermediary and it clients. Each
type of payment discussed below may provide your financial intermediary with an
economic incentive to actively promote the variable products that include the
portfolio or to invest in the portfolios the through such variable products
over other mutual funds. The receipt of additional compensation for Pioneer
Affiliates may be an important consideration in a financial intermediary's
willingness to support the selection of the portfolios as an investment option
under a variable product. Pioneer Affiliates are motivated to make the payments
described above since they promote investment in the portfolios and the
retention of those investments by clients of financial intermediaries. In
certain cases these payments could be significant to the financial
intermediary. The financial intermediary may categorize and disclose these
arrangements differently than Pioneer Affiliates do. To the extent that clients
of the financial intermediaries invest more of the assets of a variable product
in one or more portfolios, Pioneer Affiliates benefit from the incremental
management and other fees paid to Pioneer Affiliates by the portfolios with
respect to those assets.


REVENUE SHARING PAYMENTS. Pioneer Affiliates make revenue sharing payments as
incentives to certain financial intermediaries to promote and sell shares of
the portfolios. The benefits Pioneer Affiliates receive when they make these
payments include, among other things, entry into or increased visibility in the
financial intermediary's sales system, participation by the intermediary in the
distributor's marketing efforts (such as helping facilitate or providing
financial assistance for conferences, seminars or other programs at which
Pioneer personnel may make presentations on the portfolios to the
intermediary's sales force), placement on the financial intermediary's
preferred fund list, and access (in some cases, on a preferential basis over
other competitors) to individual members of the financial intermediary's sales
force or management. Revenue sharing payments are sometimes referred to as
"shelf space" payments because the payments compensate the financial
intermediary for including Pioneer funds in its fund sales system (on its
"shelf space"). Pioneer Affiliates compensate financial intermediaries
differently depending typically on the level and/or type of considerations
provided by the financial intermediary.


OTHER CASH PAYMENTS. From time to time, Pioneer Affiliates, at their expense,
may provide additional compensation to financial intermediaries that sell or
arrange for the sale of shares of portfolios. Such compensation provided by
Pioneer Affiliates may include financial assistance to financial intermediaries
that enable Pioneer Affiliates to participate in and/or present at conferences
or seminars, sales or training programs for invited registered representatives
and other employees, client entertainment, client and investor events, and
other financial intermediary-sponsored events, and travel expenses, including
lodging incurred by registered representatives and other employees in
connection with client prospecting, retention and due diligence trips. Other
compensation may be offered to the extent not prohibited by


                                       64
<PAGE>

federal or state laws or any self-regulatory agency, such as FINRA. Pioneer
Affiliates make payments for entertainment events they deem appropriate,
subject to Pioneer Affiliates' guidelines and applicable law. These payments
may vary depending upon the nature of the event or the relationship.

REVENUE SHARING PAYMENTS BY THE SPONSOR OF A VARIABLE PRODUCT. In addition to
the payments by Pioneer, the sponsor of variable products that invest in the
portfolios may similarly compensate financial intermediaries out of their own
resources. You should consult the prospectus for the variable product to learn
more about payments, if any, made by the sponsor of your variable product.


6. CUSTODIAN AND SUB-ADMINISTRATOR

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


Effective March 5, 2012, BBH also performs certain fund accounting and fund
administration services for the Pioneer Fund complex, including the portfolios.
For performing such services, BBH receives fees based on complex-wide assets.



7. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116-5072,
independent registered public accounting firm, provided audit services, tax
return review services, and assistance and consultation to each portfolio with
respect to filings with the SEC for the fiscal year ended December 31, 2013.
Ernst & Young LLP has resigned as the independent registered public accounting
firm of the portfolios. The portfolios are in the process of appointing a
successor.



8. PORTFOLIO MANAGEMENT

ADDITIONAL INFORMATION ABOUT THE PORTFOLIO MANAGERS


OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS. The following tables
indicate, for each portfolio manager of the applicable portfolio, information
about the accounts other than the portfolio over which the portfolio manager
has day-to-day investment responsibility. All information on the number of
accounts and total assets in the table is as of December 31, 2013. For purposes
of the table, "Other Pooled Investment Vehicles" may include investment
partnerships, undertakings for collective investments in transferable
securities ("UCITS") and other non-U.S. investment funds and group trusts, and
"Other Accounts" may include separate accounts for institutions or individuals,
insurance company general or separate accounts, pension funds and other similar
institutional accounts but generally do not include the portfolio manager's
personal investment accounts or those which the manager may be deemed to own
beneficially under the code of ethics. Certain funds and other accounts managed
by the portfolio manager may have substantially similar investment strategies.



                                       65
<PAGE>

BOND VCT


<TABLE>
<CAPTION>
                                                                             NUMBER OF ACCOUNTS      ASSETS MANAGED
                                             NUMBER OF              TOTAL     MANAGED FOR WHICH           FOR WHICH
NAME OF                                       ACCOUNTS             ASSETS       ADVISORY FEE IS     ADVISORY FEE IS
PORTFOLIO MANAGER    TYPE OF ACCOUNT           MANAGED            MANAGED     PERFORMANCE-BASED   PERFORMANCE-BASED
-------------------  --------------------- -----------  -----------------  --------------------  ------------------
<S>                  <C>                   <C>          <C>                <C>                   <C>
Kenneth J. Taubes    Other Registered
                     Investment
                     Companies                     6    $ 9,759,664,000                     N/A                 N/A
                     Other Pooled
                     Investment Vehicles           3    $ 4,244,655,000                     N/A                 N/A
                     Other Accounts               12    $ 1,678,303,000                     N/A                 N/A
-------------------  ---------------------        --    ---------------    --------------------  ------------------
Charles Melchreit    Other Registered
                     Investment
                     Companies                    11    $12,883,163,000                     N/A                 N/A
                     Other Pooled
                     Investment Vehicles           4    $ 4,752,902,000                     N/A                 N/A
                     Other Accounts                9    $ 1,971,466,000                     N/A                 N/A
-------------------  ---------------------        --    ---------------    --------------------  ------------------
</TABLE>


DISCIPLINED VALUE VCT



<TABLE>
<CAPTION>
                                                                              NUMBER OF ACCOUNTS      ASSETS MANAGED
                                              NUMBER OF              TOTAL     MANAGED FOR WHICH           FOR WHICH
NAME OF                                        ACCOUNTS             ASSETS       ADVISORY FEE IS     ADVISORY FEE IS
PORTFOLIO MANAGER    TYPE OF ACCOUNT            MANAGED            MANAGED     PERFORMANCE-BASED   PERFORMANCE-BASED
-------------------  ---------------------- -----------  -----------------  --------------------  ------------------
<S>                  <C>                    <C>          <C>                <C>                   <C>
John Peckham         Other Registered
                     Investment Companies           2    $2,937,931,000                    N/A                  N/A
                     Other Pooled
                     Investment Vehicles            3    $3,693,549,000                      2    $3,108,351,000
                     Other Accounts                 0    $            0                    N/A                  N/A
-------------------  ---------------------- -----------  --------------     --------------------     --------------
Ashesh Savla         Other Registered
                     Investment Companies           2    $2,288,617,000                    N/A                  N/A
                     Other Pooled
                     Investment Vehicles            2    $1,388,703,000                      1    $  233,332,000
                     Other Accounts                 0    $            0                    N/A                  N/A
-------------------  ---------------------- -----------  --------------     --------------------     --------------
Brian Popiel         Other Registered
                     Investment Companies           0    $            0                    N/A                  N/A
                     Other Pooled
                     Investment Vehicles            0    $            0                    N/A                  N/A
                     Other Accounts                 0    $            0                    N/A                  N/A
-------------------  ---------------------- -----------  --------------     --------------------     --------------
</TABLE>



                                       66
<PAGE>

EMERGING MARKETS VCT


<TABLE>
<CAPTION>
                                                                              NUMBER OF ACCOUNTS      ASSETS MANAGED
                                                NUMBER OF            TOTAL     MANAGED FOR WHICH           FOR WHICH
NAME OF                                          ACCOUNTS           ASSETS       ADVISORY FEE IS     ADVISORY FEE IS
PORTFOLIO MANAGER    TYPE OF ACCOUNT              MANAGED          MANAGED     PERFORMANCE-BASED   PERFORMANCE-BASED
-------------------  ------------------------ -----------  ---------------  --------------------  ------------------
<S>                  <C>                      <C>          <C>              <C>                   <C>
Mauro Ratto          Other Registered
                     Investment Companies             1    $267,353,000                      N/A                 N/A
                     Other Pooled Investment
                     Vehicles                         0    $          0                      N/A                 N/A
                     Other Accounts                   0    $          0                      N/A                 N/A
-------------------  ------------------------ -----------  ------------     --------------------  ------------------
Marco Mencini        Other Registered
                     Investment Companies             1    $267,353,000                      N/A                 N/A
                     Other Pooled Investment
                     Vehicles                         0    $          0                      N/A                 N/A
                     Other Accounts                   0    $          0                      N/A                 N/A
-------------------  ------------------------ -----------  ------------     --------------------  ------------------
Andrea Salvatori     Other Registered
                     Investment Companies             2    $594,141,000                      N/A                 N/A
                     Other Pooled Investment
                     Vehicles                         2    $110,000,000                      N/A                 N/A
                     Other Accounts                   0    $          0                      N/A                 N/A
-------------------  ------------------------ -----------  ------------     --------------------  ------------------
</TABLE>


EQUITY INCOME VCT



<TABLE>
<CAPTION>
                                                                                 NUMBER OF ACCOUNTS      ASSETS MANAGED
                                                 NUMBER OF              TOTAL     MANAGED FOR WHICH           FOR WHICH
NAME OF                                           ACCOUNTS             ASSETS       ADVISORY FEE IS     ADVISORY FEE IS
PORTFOLIO MANAGER        TYPE OF ACCOUNT           MANAGED            MANAGED     PERFORMANCE-BASED   PERFORMANCE-BASED
-----------------------  --------------------- -----------  -----------------  --------------------  ------------------
<S>                      <C>                   <C>          <C>                <C>                   <C>
John A. Carey            Other Registered
                         Investment
                         Companies                     5    $7,563,753,000                      1    $5,155,478,000
                         Other Pooled
                         Investment Vehicles           2    $1,757,689,000                      1    $1,693,594,000
                         Other Accounts                0    $            0                    N/A                  N/A
-----------------------  --------------------- -----------  --------------     --------------------     --------------
Walter Hunnewell, Jr.    Other Registered
                         Investment
                         Companies                     7    $7,724,040,000                      1    $5,155,478,000
                         Other Pooled
                         Investment Vehicles           2    $1,721,422,000                      1    $1,693,594,000
                         Other Accounts                0    $            0                    N/A                  N/A
-----------------------  --------------------- -----------  --------------     --------------------     --------------
</TABLE>



                                       67
<PAGE>

PIONEER FUND VCT


<TABLE>
<CAPTION>
                                                                                 NUMBER OF ACCOUNTS      ASSETS MANAGED
                                                 NUMBER OF              TOTAL     MANAGED FOR WHICH           FOR WHICH
NAME OF                                           ACCOUNTS             ASSETS       ADVISORY FEE IS     ADVISORY FEE IS
PORTFOLIO MANAGER        TYPE OF ACCOUNT           MANAGED            MANAGED     PERFORMANCE-BASED   PERFORMANCE-BASED
-----------------------  --------------------- -----------  -----------------  --------------------  ------------------
<S>                      <C>                   <C>          <C>                <C>                   <C>
John A. Carey            Other Registered
                         Investment
                         Companies                     5    $7,574,230,000                      1    $5,155,478,000
                         Other Pooled
                         Investment Vehicles           2    $1,721,422,000                      1    $1,693,594,000
                         Other Accounts                0    $            0                    N/A                  N/A
-----------------------  --------------------- -----------  --------------     --------------------     --------------
Walter Hunnewell, Jr.    Other Registered
                         Investment
                         Companies                     7    $6,426,281,000                      1    $5,155,478,000
                         Other Pooled
                         Investment Vehicles           2    $1,721,422,000                      1    $1,693,594,000
                         Other Accounts                0    $            0                    N/A                  N/A
-----------------------  --------------------- -----------  --------------     --------------------     --------------
</TABLE>


HIGH YIELD VCT



<TABLE>
<CAPTION>
                                                                              NUMBER OF ACCOUNTS      ASSETS MANAGED
                                             NUMBER OF               TOTAL     MANAGED FOR WHICH           FOR WHICH
NAME OF                                       ACCOUNTS              ASSETS       ADVISORY FEE IS     ADVISORY FEE IS
PORTFOLIO MANAGER    TYPE OF ACCOUNT           MANAGED             MANAGED     PERFORMANCE-BASED   PERFORMANCE-BASED
-------------------  --------------------- -----------  ------------------  --------------------  ------------------
<S>                  <C>                   <C>          <C>                 <C>                   <C>
Andrew Feltus        Other Registered
                     Investment
                     Companies                    11    $13,479,080,000                      N/A                 N/A
                     Other Pooled
                     Investment Vehicles           3    $ 6,033,873,000                      N/A                 N/A
                     Other Accounts                1    $   805,938,000                      N/A                 N/A
-------------------  ---------------------        --    ---------------     --------------------  ------------------
Tracy Wright         Other Registered
                     Investment
                     Companies                     4    $ 4,674,737,000                      N/A                 N/A
                     Other Pooled
                     Investment Vehicles           3    $ 6,033,873,000                      N/A                 N/A
                     Other Accounts                4    $ 1,702,076,000                      N/A                 N/A
-------------------  ---------------------        --    ---------------     --------------------  ------------------
</TABLE>




                                       68

<PAGE>

IBBOTSON MODERATE ALLOCATION VCT


<TABLE>
<CAPTION>
                                                                             NUMBER OF ACCOUNTS      ASSETS MANAGED
                                             NUMBER OF              TOTAL     MANAGED FOR WHICH           FOR WHICH
NAME OF                                       ACCOUNTS             ASSETS       ADVISORY FEE IS     ADVISORY FEE IS
PORTFOLIO MANAGER    TYPE OF ACCOUNT           MANAGED            MANAGED     PERFORMANCE-BASED   PERFORMANCE-BASED
-------------------  --------------------- -----------  -----------------  --------------------  ------------------
<S>                  <C>                   <C>          <C>                <C>                   <C>
Scott Wentsel        Other Registered
                     Investment
                     Companies                    18    $ 3,500,000,000                     N/A                 N/A
                     Other Pooled
                     Investment Vehicles           0    $             0                     N/A                 N/A
                     Other Accounts               96    $50,300,000,000                     N/A                 N/A
-------------------  ---------------------        --    ---------------    --------------------  ------------------
Brian Huckstep       Other Registered
                     Investment
                     Companies                    18    $ 3,500,000,000                     N/A                 N/A
                     Other Pooled
                     Investment Vehicles           0    $             0                     N/A                 N/A
                     Other Accounts                9    $ 3,300,000,000                     N/A                 N/A
-------------------  ---------------------        --    ---------------    --------------------  ------------------
Paul Arnold          Other Registered
                     Investment
                     Companies                     5    $   922,600,000                     N/A                 N/A
                     Other Pooled
                     Investment Vehicles           0    $             0                     N/A                 N/A
                     Other Accounts                5    $    15,900,000                     N/A                 N/A
-------------------  ---------------------        --    ---------------    --------------------  ------------------
</TABLE>



                                       69
<PAGE>

MID CAP VALUE VCT


<TABLE>
<CAPTION>
                                                                                 NUMBER OF ACCOUNTS      ASSETS MANAGED
                                                 NUMBER OF              TOTAL     MANAGED FOR WHICH           FOR WHICH
NAME OF                                           ACCOUNTS             ASSETS       ADVISORY FEE IS     ADVISORY FEE IS
PORTFOLIO MANAGER        TYPE OF ACCOUNT           MANAGED            MANAGED     PERFORMANCE-BASED   PERFORMANCE-BASED
-----------------------  --------------------- -----------  -----------------  --------------------  ------------------
<S>                      <C>                   <C>          <C>                <C>                   <C>
Edward T. Shadek, Jr.    Other Registered
                         Investment
                         Companies                     2    $1,374,691,000                      1    $1,127,509,000
                         Other Pooled
                         Investment Vehicles           1    $  585,198,000                    N/A                  N/A
                         Other Accounts                0    $            0                    N/A                  N/A
-----------------------  --------------------- -----------  --------------     --------------------     --------------
Timothy Horan            Other Registered
                         Investment
                         Companies                     1    $1,127,509,000                      1    $1,127,509,000
                         Other Pooled
                         Investment Vehicles           1    $  371,812,000                    N/A                  N/A
                         Other Accounts                0    $            0                    N/A                  N/A
-----------------------  --------------------- -----------  --------------     --------------------     --------------
</TABLE>


REAL ESTATE SHARES VCT



<TABLE>
<CAPTION>
                                                                               NUMBER OF ACCOUNTS      ASSETS MANAGED
                                               NUMBER OF              TOTAL     MANAGED FOR WHICH           FOR WHICH
NAME OF                                         ACCOUNTS             ASSETS       ADVISORY FEE IS     ADVISORY FEE IS
PORTFOLIO MANAGER     TYPE OF ACCOUNT            MANAGED            MANAGED     PERFORMANCE-BASED   PERFORMANCE-BASED
--------------------  ---------------------- -----------  -----------------  --------------------  ------------------
<S>                   <C>                    <C>          <C>                <C>                   <C>
Matthew A. Troxell    Other Registered
                      Investment Companies           4    $  402,600,000                    N/A                  N/A
                      Other Pooled
                      Investment Vehicles            5    $1,342,900,000                      1    $125,600,000
                      Other Accounts                28    $2,711,000,000                      8    $907,800,000
--------------------  ----------------------        --    --------------     --------------------  ------------
John A. Garofalo      Other Registered
                      Investment Companies           4    $  402,600,000                    N/A                  N/A
                      Other Pooled
                      Investment Vehicles            5    $1,342,900,000                    N/A                  N/A
                      Other Accounts                28    $2,711,000,000                    N/A                  N/A
--------------------  ----------------------        --    --------------     --------------------       ------------
</TABLE>



                                       70
<PAGE>

REAL ESTATE SHARES VCT


<TABLE>
<CAPTION>
                                                                              NUMBER OF ACCOUNTS      ASSETS MANAGED
                                              NUMBER OF              TOTAL     MANAGED FOR WHICH           FOR WHICH
NAME OF                                        ACCOUNTS             ASSETS       ADVISORY FEE IS     ADVISORY FEE IS
PORTFOLIO MANAGER    TYPE OF ACCOUNT            MANAGED            MANAGED     PERFORMANCE-BASED   PERFORMANCE-BASED
-------------------  ---------------------- -----------  -----------------  --------------------  ------------------
<S>                  <C>                    <C>          <C>                <C>                   <C>
J. Hall Jones        Other Registered
                     Investment Companies           4    $  402,600,000                      N/A                 N/A
                     Other Pooled
                     Investment Vehicles            5    $1,342,600,000                      N/A                 N/A
                     Other Accounts                28    $2,711,000,000                      N/A                 N/A
-------------------  ----------------------        --    --------------     --------------------  ------------------
Roman Ranocha        Other Registered
                     Investment Companies           4    $  402,600,000                      N/A                 N/A
                     Other Pooled
                     Investment Vehicles            5    $1,342,900,000                      N/A                 N/A
                     Other Accounts                28    $2,711,000,000                      N/A                 N/A
-------------------  ----------------------        --    --------------     --------------------  ------------------
</TABLE>


SELECT MID CAP GROWTH VCT



<TABLE>
<CAPTION>
                                                                              NUMBER OF ACCOUNTS      ASSETS MANAGED
                                              NUMBER OF              TOTAL     MANAGED FOR WHICH           FOR WHICH
NAME OF                                        ACCOUNTS             ASSETS       ADVISORY FEE IS     ADVISORY FEE IS
PORTFOLIO MANAGER    TYPE OF ACCOUNT            MANAGED            MANAGED     PERFORMANCE-BASED   PERFORMANCE-BASED
-------------------  ---------------------- -----------  -----------------  --------------------  ------------------
<S>                  <C>                    <C>          <C>                <C>                   <C>
Kenneth Winston      Other Registered
                     Investment Companies           1    $1,177,821,000                      N/A                 N/A
                     Other Pooled
                     Investment Vehicles            0    $            0                      N/A                 N/A
                     Other Accounts                 0    $            0                      N/A                 N/A
-------------------  ---------------------- -----------  --------------     --------------------  ------------------
Shaji John           Other Registered
                     Investment Companies           1    $1,177,821,000                      N/A                 N/A
                     Other Pooled
                     Investment Vehicles            0    $            0                      N/A                 N/A
                     Other Accounts                 0    $            0                      N/A                 N/A
-------------------  ---------------------- -----------  --------------     --------------------  ------------------
Jon Stephenson       Other Registered
                     Investment Companies           1    $1,177,821,000                      N/A                 N/A
                     Other Pooled
                     Investment Vehicles            0    $            0                      N/A                 N/A
                     Other Accounts                 0    $            0                      N/A                 N/A
-------------------  ---------------------- -----------  --------------     --------------------  ------------------
</TABLE>



                                       71
<PAGE>

STRATEGIC INCOME VCT


<TABLE>
<CAPTION>
                                                                              NUMBER OF ACCOUNTS      ASSETS MANAGED
                                             NUMBER OF               TOTAL     MANAGED FOR WHICH           FOR WHICH
NAME OF                                       ACCOUNTS              ASSETS       ADVISORY FEE IS     ADVISORY FEE IS
PORTFOLIO MANAGER    TYPE OF ACCOUNT           MANAGED             MANAGED     PERFORMANCE-BASED   PERFORMANCE-BASED
-------------------  --------------------- -----------  ------------------  --------------------  ------------------
<S>                  <C>                   <C>          <C>                 <C>                   <C>
Kenneth J. Taubes    Other Registered
                     Investment
                     Companies                     6    $10,660,451,000                      N/A                 N/A
                     Other Pooled
                     Investment Vehicles           3    $ 4,244,655,000                      N/A                 N/A
                     Other Accounts               12    $ 1,678,303,000                      N/A                 N/A
-------------------  ---------------------        --    ---------------     --------------------  ------------------
Andrew Feltus        Other Registered
                     Investment
                     Companies                    11    $13,521,024,000                      N/A                 N/A
                     Other Pooled
                     Investment Vehicles           3    $ 6,033,873,000                      N/A                 N/A
                     Other Accounts                1    $   805,938,000                      N/A                 N/A
-------------------  ---------------------        --    ---------------     --------------------  ------------------
Charles Melchreit    Other Registered
                     Investment
                     Companies                    11    $12,879,863,000                      N/A                 N/A
                     Other Pooled
                     Investment Vehicles           4    $ 4,752,902,000                      N/A                 N/A
                     Other Accounts                9    $ 1,971,466,000                      N/A                 N/A
-------------------  ---------------------        --    ---------------     --------------------  ------------------
</TABLE>


POTENTIAL CONFLICTS OF INTEREST. When a portfolio manager is responsible for
the management of more than one account, the potential arises for the portfolio
manager to favor one account over another. The principal types of potential
conflicts of interest that may arise are discussed below. For the reasons
outlined below, Pioneer does not believe that any material conflicts are likely
to arise out of a portfolio manager's responsibility for the management of the
portfolio as well as one or more other accounts. Although Pioneer has adopted
procedures that it believes are reasonably designed to detect and prevent
violations of the federal securities laws and to mitigate the potential for
conflicts of interest to affect its portfolio management decisions, there can
be no assurance that all conflicts will be identified or that all procedures
will be effective in mitigating the potential for such risks. Generally, the
risks of such conflicts of interests are increased to the extent that a
portfolio manager has a financial incentive to favor one account over another.
Pioneer has structured its compensation arrangements in a manner that is
intended to limit such potential for conflicts of interests (see "Compensation
of Portfolio Managers for Pioneer Advised Portfolios" below). The portfolio's
investment subadviser, if any, also has adopted certain compliance procedures
which are designed to address these types of conflicts. However, there is no
guarantee that such procedures will detect each situation in which a conflict
might arise.

o A portfolio manager could favor one account over another in allocating new
  investment opportunities that have limited supply, such as initial public
  offerings and private placements. If, for example, an initial public
  offering that was expected to appreciate in value significantly shortly
  after the offering was allocated to a single account, that account may be
  expected to have better investment performance than other accounts that did
  not receive an allocation of the initial public offering. Generally,
  investments for which there is limited availability are allocated based upon
  a range of factors including available cash and consistency with the
  accounts' investment objectives and policies. This allocation methodology
  necessarily involves some subjective elements but is intended over time to
  treat each client in an equitable and fair manner. Generally, the investment
  opportunity is allocated among participating accounts on a pro rata basis.
  Although Pioneer believes that its practices are reasonably


                                       72
<PAGE>

 designed to treat each client in an equitable and fair manner, there may be
 instances where a portfolio may not participate, or may participate to a
 lesser degree than other clients, in the allocation of an investment
 opportunity.

o A portfolio manager could favor one account over another in the order in
  which trades for the accounts are placed. If a portfolio manager determines
  to purchase a security for more than one account in an aggregate amount that
  may influence the market price of the security, accounts that purchased or
  sold the security first may receive a more favorable price than accounts
  that made subsequent transactions. The less liquid the market for the
  security or the greater the percentage that the proposed aggregate purchases
  or sales represent of average daily trading volume, the greater the
  potential for accounts that make subsequent purchases or sales to receive a
  less favorable price. When a portfolio manager intends to trade the same
  security on the same day for more than one account, the trades typically are
  "bunched," which means that the trades for the individual accounts are
  aggregated and each account receives the same price. There are some types of
  accounts as to which bunching may not be possible for contractual reasons
  (such as directed brokerage arrangements). Circumstances may also arise
  where the trader believes that bunching the orders may not result in the
  best possible price. Where those accounts or circumstances are involved,
  Pioneer will place the order in a manner intended to result in as favorable
  a price as possible for such client.

o A portfolio manager could favor an account if the portfolio manager's
  compensation is tied to the performance of that account to a greater degree
  than other accounts managed by the portfolio manager. If, for example, the
  portfolio manager receives a bonus based upon the performance of certain
  accounts relative to a benchmark while other accounts are disregarded for
  this purpose, the portfolio manager will have a financial incentive to seek
  to have the accounts that determine the portfolio manager's bonus achieve
  the best possible performance to the possible detriment of other accounts.
  Similarly, if Pioneer receives a performance-based advisory fee, the
  portfolio manager may favor that account, whether or not the performance of
  that account directly determines the portfolio manager's compensation.

o A portfolio manager could favor an account if the portfolio manager has a
  beneficial interest in the account, in order to benefit a large client or to
  compensate a client that had poor returns. For example, if the portfolio
  manager held an interest in an investment partnership that was one of the
  accounts managed by the portfolio manager, the portfolio manager would have
  an economic incentive to favor the account in which the portfolio manager
  held an interest.

o If the different accounts have materially and potentially conflicting
  investment objectives or strategies, a conflict of interest could arise. For
  example, if a portfolio manager purchases a security for one account and
  sells the same security for another account, such trading pattern may
  disadvantage either the account that is long or short. In making portfolio
  manager assignments, Pioneer seeks to avoid such potentially conflicting
  situations. However, where a portfolio manager is responsible for accounts
  with differing investment objectives and policies, it is possible that the
  portfolio manager will conclude that it is in the best interest of one
  account to sell a portfolio security while another account continues to hold
  or increase the holding in such security.

COMPENSATION OF PORTFOLIO MANAGERS FOR PIONEER ADVISED PORTFOLIOS. Pioneer has
adopted a system of compensation for portfolio managers and seeks to align the
financial interests of the portfolio managers with both those of shareholders
of the accounts the portfolio managers manage, through incentive payments based
in part on the relative investment performance of those portfolios, and also
Pioneer through incentive payments based in part on Pioneer's financial
performance. Pioneer's compensation arrangements with its portfolio managers
are determined on the basis of the portfolio manager's overall services to
Pioneer and its affiliates and not on the basis of specific funds or accounts
managed by the portfolio manager. The compensation program for all Pioneer
portfolio managers includes a base salary (determined by the rank and tenure of
the employee) and an annual bonus program, as well as customary benefits that
are offered generally to all full-time employees. Base compensation is fixed


                                       73
<PAGE>

and normally reevaluated on an annual basis. Pioneer seeks to set base
compensation at market rates, taking into account the experience and
responsibilities of the portfolio manager. The bonus plan is intended to
provide a competitive level of annual bonus compensation that is tied to the
portfolio manager achieving superior investment performance and aligns the
financial incentives of Pioneer and the investment professional. Any bonus
under the plan is completely discretionary, with a maximum annual bonus that
may be in excess of base salary. The annual bonus is based upon a combination
of the following factors:

o QUANTITATIVE INVESTMENT PERFORMANCE. The quantitative investment performance
  calculation is based on pre-tax performance of all of the accounts managed
  by the portfolio manager (which includes the portfolio and any other
  accounts managed by the portfolio manager) over a one-year period (20%
  weighting) and four-year period (80% weighting), measured for periods ending
  on December 31. The accounts, which include the portfolio, are ranked
  against a group of mutual funds with similar investment objectives and
  investment focus (60%) and a broad-based securities market index measuring
  the performance of the same type of securities in which the accounts invest
  (40%). As a result of these two benchmarks, the performance of the portfolio
  manager for compensation purposes is measured against the criteria that are
  relevant to the portfolio manager's competitive universe.

o QUALITATIVE PERFORMANCE. The qualitative performance component with respect
  to all of the accounts managed by the portfolio manager includes objectives,
  such as effectiveness in the areas of teamwork, leadership, communications
  and marketing, that are mutually established and evaluated by each portfolio
  manager and management.

o PIONEER RESULTS AND BUSINESS LINE RESULTS. Pioneer's financial performance,
  as well as the investment performance of its investment management group,
  affect a portfolio manager's actual bonus by a leverage factor of plus or
  minus (+/-) a predetermined percentage.

Certain portfolio managers may participate in other programs designed to reward
and retain key contributors. Senior executives or other key employees may be
granted performance units based on the stock price performance of UniCredit and
the financial performance of Pioneer Global Asset Management S.p.A., which are
affiliates of Pioneer. Portfolio managers also may participate in a deferred
compensation program, whereby deferred amounts are invested in one or more
Pioneer funds.

COMPENSATION OF PORTFOLIO MANAGERS FOR SUBADVISED PORTFOLIOS. For the
portfolios that have entered into investment subadvisory agreements, the system
of compensation for portfolio managers is detailed below.

IBBOTSON ASSET ALLOCATION VCT PORTFOLIOS:

Ibbotson investment management employees are compensated with a salary plus
bonus based on established management goals and sales goals.

REAL ESTATE SHARES VCT:

o Compensation for all of AEW professionals, including its REIT investment
  professionals, is composed of two parts: base salary (fixed) and incentive
  compensation. The firm's base salary structure is designed to reflect market
  rates for the various disciplines within the company, such as investment
  management, asset management and accounting. To determine appropriate
  "market ranges" for the various functional areas (based on specific job
  characteristics and years of experience), AEW uses the services of an
  independent consulting firm which performs research into the compensation
  practices of firms similar to AEW within its industry.

o Base salaries are supplemented by year-end incentive compensation awards,
  which account for a significant portion of total compensation. The awarding
  of incentive compensation is based upon the achievement of corporate
  objectives and specific individual goals, which are generally tied to the
  achievement of client objectives. The firm's operating margins for the year
  determine the availability of funds for incentive compensation.
  Additionally, AEW's senior professionals (Principals), including


                                       74
<PAGE>

 Portfolio Manager Matt Troxell, are eligible for participation in AEW's
 Long-Term Compensation program, which gives Principals of the firm economic
 interests in a portion of the firm's profits. This program is sponsored by
 AEW's parent company, Natixis Global Asset Management.


SHARE OWNERSHIP BY PORTFOLIO MANAGERS. The following table indicates as of
December 31, 2013 the value, within the indicated range, of shares beneficially
owned by the portfolio managers of each portfolio.




<TABLE>
<CAPTION>
                                            NAME OF
PORTFOLIO                                   PORTFOLIO MANAGER        BENEFICIAL OWNERSHIP OF THE FUND*
------------------------------------------  -----------------------  ----------------------------------
<S>                                         <C>                      <C>
Bond VCT                                    Kenneth J. Taubes        A
------------------------------------------  -----------------------  ----------------------------------
Bond VCT                                    Charles Melchreit        A
------------------------------------------  -----------------------  ----------------------------------
Disciplined Value VCT                       John Peckham             A
------------------------------------------  -----------------------  ----------------------------------
Disciplined Value VCT                       Ashesh Savla             A
------------------------------------------  -----------------------  ----------------------------------
Disciplined Value VCT                       Brian Popiel             A
------------------------------------------  -----------------------  ----------------------------------
Emerging Markets VCT                        Mauro Ratto              A
------------------------------------------  -----------------------  ----------------------------------
Emerging Markets VCT                        Marco Mencini            A
------------------------------------------  -----------------------  ----------------------------------
Emerging Markets VCT                        Andrea Salvatori         A
------------------------------------------  -----------------------  ----------------------------------
Equity Income VCT                           John A. Carey            A
------------------------------------------  -----------------------  ----------------------------------
Equity Income VCT                           Walter Hunnewell, Jr.    A
------------------------------------------  -----------------------  ----------------------------------
Pioneer Fund VCT                            John A. Carey            A
------------------------------------------  -----------------------  ----------------------------------
Pioneer Fund VCT                            Walter Hunnewell, Jr.    A
------------------------------------------  -----------------------  ----------------------------------
High Yield VCT                              Andrew Feltus            A
------------------------------------------  -----------------------  ----------------------------------
High Yield VCT                              Tracy Wright             A
------------------------------------------  -----------------------  ----------------------------------
Ibbotson Asset Allocation VCT Portfolios    Scott Wentsel            A
------------------------------------------  -----------------------  ----------------------------------
Ibbotson Asset Allocation VCT Portfolios    Brian Huckstep           A
------------------------------------------  -----------------------  ----------------------------------
Ibbotson Asset Allocation VCT Portfolios    Paul Arnold              A
------------------------------------------  -----------------------  ----------------------------------
Mid Cap Value VCT                           Edward T Shadek, Jr.     A
------------------------------------------  -----------------------  ----------------------------------
Mid Cap Value VCT                           Timothy Horan            A
------------------------------------------  -----------------------  ----------------------------------
Real Estate Shares VCT                      Matthew A. Troxell       A
------------------------------------------  -----------------------  ----------------------------------
Real Estate Shares VCT                      John A. Garofalo         A
------------------------------------------  -----------------------  ----------------------------------
Real Estate Shares VCT                      J. Hall Jones            A
------------------------------------------  -----------------------  ----------------------------------
Real Estate Shares VCT                      Roman Ranocha            A
------------------------------------------  -----------------------  ----------------------------------
Select Mid Cap Growth VCT                   Kenneth Winston          A
------------------------------------------  -----------------------  ----------------------------------
Select Mid Cap Growth VCT                   Shaji John               A
------------------------------------------  -----------------------  ----------------------------------
Select Mid Cap Growth VCT                   Jon Stephenson           A
------------------------------------------  -----------------------  ----------------------------------
Strategic Income VCT                        Kenneth J. Taubes        A
------------------------------------------  -----------------------  ----------------------------------
Strategic Income VCT                        Andrew Feltus            A
------------------------------------------  -----------------------  ----------------------------------
Strategic Income VCT                        Charles Melchreit        A
------------------------------------------  -----------------------  ----------------------------------
</TABLE>


*     Key to Dollar Ranges


<TABLE>
<S>   <C>
A.    None
----  ----------------------
B.    $1 - $10,000
----  ----------------------
C.    $10,001 - $50,000
----  ----------------------
D.    $50,001 - $100,000
----  ----------------------
E.    $100,001 - $500,000
----  ----------------------
F.    $500,001 - $1,000,000
----  ----------------------
G.    Over $1,000,000
----  ----------------------
</TABLE>

                                       75
<PAGE>

9. PORTFOLIO TRANSACTIONS

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

Fixed income securities purchased and sold on behalf of a portfolio normally
will be traded in the over-the-counter market on a net basis (i.e. without
commission) through dealers acting for their own account and not as brokers or
otherwise through transactions directly with the issuer of the instrument. The
cost of such securities purchased from underwriters includes an underwriter's
commission or concession, and the prices at which securities are purchased and
sold from and to dealers include a dealer's markup or markdown. Pioneer
normally seeks to deal directly with the primary market makers unless, in its
opinion, better prices are available elsewhere. Some securities are purchased
and sold on an exchange or in over-the-counter transactions conducted on an
agency basis involving a commission.

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

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


                                       76
<PAGE>

The portfolios may participate in third-party brokerage and/or expense offset
arrangements to reduce a portfolio's total operating expenses. Pursuant to
third-party brokerage arrangements, a portfolio may incur lower expenses by
directing brokerage to third-party broker-dealers which have agreed to use part
of their commission to pay a portfolio's fees to service providers unaffiliated
with Pioneer or other expenses. Since the commissions paid to the third party
brokers reflect a commission cost that a portfolio would generally expect to
incur on its brokerage transactions but not necessarily the lowest possible
commission, this arrangement is intended to reduce a portfolio's operating
expenses without increasing the cost of its brokerage commissions. Since use of
such directed brokerage is subject to the requirement to achieve best execution
in connection with the portfolio's brokerage transactions, there can be no
assurance that such arrangements will be utilized. Pursuant to expense offset
arrangements, a portfolio may incur lower transfer agency expenses due to
interest earned on cash held with the transfer agent. See "Financial
highlights" in the prospectus.

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


10. DESCRIPTION OF SHARES

As an open-end management investment company, each portfolio continuously
offers its shares and under normal conditions must redeem its shares upon the
demand of any shareholder at the next determined net asset value per share.
When issued and paid for in accordance with the terms of the prospectus and
statement of additional information, shares of each portfolio are fully paid
and non-assessable. Shares will remain on deposit with the portfolios' transfer
agent and certificates will not normally be issued.

Each portfolio is a series of Pioneer Variable Contracts Trust, a Delaware
statutory trust (the "Trust"). Currently, the Trust consists of 12 portfolios.
The Trustees have authorized the issuance of Class I and Class II shares of
each portfolio. Each share of a class of a portfolio represents an equal
proportionate interest in the assets of the portfolio allocable to that class.
Upon liquidation of a portfolio, shareholders of each class of the portfolio
are entitled to share pro rata in the portfolio's net assets allocable to such
class available for distribution to shareholders. The Trust reserves the right
to create and issue additional series or classes of shares, in which case the
shares of each class of a series would participate equally in the earnings,
dividends and assets allocable to that class of the particular series.

The shares of each class of a portfolio represent an interest in the same
investments of the portfolio. Each class has identical rights (based on
relative net asset values) as to voting, redemption, dividends and liquidation
proceeds. Each class bears different distribution and transfer agent fees and
may bear other expenses properly attributable to the particular class. Class II
shareholders have exclusive voting rights with respect to the Rule 12b-1 Plan
for Class II shares.

THE TRUST

The Trust's operations are governed by the Amended and Restated Agreement and
Declaration of Trust, dated as of July 1, 2008 (referred to in this section as
the declaration). A copy of the Trust's Certificate of Trust dated as of
September 16, 1994, as amended, is on file with the office of the Secretary of
State of Delaware.


Delaware law provides a statutory framework for the powers, duties, rights and
obligations of the board (referred to in this section as the trustees) and
shareholders of the Delaware statutory trust, while the more specific powers,
duties, rights and obligations of the trustees and the shareholders are
determined by the trustees as set forth declaration. Some of the more
significant provisions of the declaration are described below.


SHAREHOLDER VOTING

                                       77
<PAGE>

The declaration provides for shareholder voting as required by the 1940 Act or
other applicable laws but otherwise permits, consistent with Delaware law,
actions by the trustees without seeking the consent of shareholders. The
trustees may, without shareholder approval, where approval of shareholders is
not otherwise required under the 1940 Act, merge or consolidate the Trust into
other entities, reorganize the Trust or any series or class into another trust
or entity or a series or class of another entity, sell the assets of the Trust
or any series or class to another entity, or a series or class of another
entity, or terminate the Trust or any series or class.

The portfolios are not required to hold an annual meeting of shareholders, but
the portfolios will call special meetings of shareholders whenever required by
the 1940 Act or by the terms of the declaration. The declaration gives the
Board the flexibility to specify either per share voting or dollar-weighted
voting. Under per share voting, each share of the portfolio is entitled to one
vote. Under dollar-weighted voting, a shareholder's voting power is determined,
not by the number of shares the shareholder owns, but by the dollar value of
those shares determined on the record date. All shareholders of all series and
classes of the trust vote together, except where required by the 1940 Act to
vote separately by series or by class, or when the trustees have determined
that a matter affects only the interests of one or more series or classes of
shares.

Shares of the portfolios are offered to insurance companies issuing Variable
Contracts and to certain Qualified Plans, which are the shareholders of record
of the portfolios. A contract holder is entitled to instruct his or her
participating insurance company as to how to vote shares attributable to his or
her Variable Contract. Each participating insurance company will vote portfolio
shares attributable to a Variable Contract in accordance with voting
instructions received from the contract holder. Each participating insurance
company will vote portfolio shares attributable to a Variable Contract for
which no timely instructions are received from a contract holder, as well as
shares it owns, in the same proportion as those for which such insurance
company receives voting instructions. This practice is commonly referred to as
"echo voting." As a consequence of echo voting, if only a small percentage of
contract holders submits voting instructions, those contract holders may
determine the outcome of proposals subject to a shareholder vote.

ELECTION AND REMOVAL OF TRUSTEES


The declaration provides that the trustees may establish the number of trustees
and that vacancies on the board may be filled by the remaining trustees, except
when election of trustees by the shareholders is required under the 1940 Act.
Trustees are then elected by a plurality of votes cast by shareholders at a
meeting at which a quorum is present. The declaration also provides that a
mandatory retirement age may be set by action of two thirds of the trustees and
that trustees may be removed at any time or for any reason by a majority of the
board or by a majority of the outstanding shareholders of the trust.


AMENDMENTS TO THE DECLARATION

The trustees are authorized to amend the declaration without the vote of
shareholders, subject to the limitations imposed by the 1940 Act, but no
amendment may be made that impairs the exemption from personal liability
granted in the declaration to persons who are or have been shareholders,
trustees, officers or, employees of the trust or that limit the rights to
indemnification or insurance provided in the declaration with respect to
actions or omissions of persons entitled to indemnification under the
declaration prior to the amendment.

ISSUANCE AND REDEMPTION OF SHARES

The portfolios may issue an unlimited number of shares for such consideration
and on such terms as the trustees may determine. Shareholders are not entitled
to any appraisal, preemptive, conversion, exchange or similar rights, except as
the trustees may determine. The portfolios may involuntarily redeem a
shareholder's shares upon certain conditions as may be determined by the
trustees, including, for


                                       78
<PAGE>


example, if the shareholder fails to provide a portfolio with identification
required by law, or if a portfolio is unable to verify the information received
from the shareholder. Additionally, as discussed below, shares may be redeemed
in connection with the closing of small accounts.


DISCLOSURE OF SHAREHOLDER HOLDINGS


The declaration specifically requires shareholders, upon demand, to disclose to
the portfolios information with respect to the direct and indirect ownership of
shares in order to comply with various laws or regulations, and the portfolios
may disclose such ownership if required by law or regulation.


SMALL ACCOUNTS


The declaration provides that a portfolio may close out a shareholder's account
by redeeming all of the shares in the account if the account falls below a
minimum account size (which may vary by class) that may be set by the trustees
from time to time. Alternately, the declaration permits the portfolio to assess
a fee for small accounts (which may vary by class) and redeem shares in the
account to cover such fees, or convert the shares into another share class that
is geared to smaller accounts.


SERIES AND CLASSES

The declaration provides that the trustees may establish series and classes in
addition to those currently established and to determine the rights and
preferences, limitations and restrictions, including qualifications for
ownership, conversion and exchange features, minimum purchase and account size,
expenses and charges, and other features of the series and classes. The
trustees may change any of those features, terminate any series or class,
combine series with other series in the trust, combine one or more classes of a
series with another class in that series or convert the shares of one class
into another class.


Each share of a portfolio, as a series of the trust, represents an interest in
that portfolio only and not in the assets of any other series of the trust.


SHAREHOLDER, TRUSTEE AND OFFICER LIABILITY


The declaration provides that shareholders are not personally liable for the
obligations of a portfolio and requires a portfolio to indemnify a shareholder
against liability arising solely from the shareholder's ownership of shares in
the portfolio. In addition, a portfolio will assume the defense of any claim
against a shareholder for personal liability at the request of the shareholder.
The declaration further provides that no trustee, officer or employee of a
portfolio shall be liable to the portfolio or any shareholder for any action,
failure to act, error or mistake except in cases of bad faith, willful
misfeasance, gross negligence or reckless disregard of duty. The declaration
requires a portfolio to indemnify each trustee, director, officer, employee and
authorized agent to the fullest extent permitted by law against liability and
against all expenses reasonably incurred or paid by him in connection with any
claim, action, suit or proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been such a trustee, director,
officer, employee, or agent and against amounts paid or incurred by him in
settlement thereof. The 1940 Act currently provides that no officer or director
shall be protected from liability to a portfolio or shareholders for
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
of office. The declaration extends to trustees, officers and employees of the
portfolio the full protection from liability that the law allows.


The declaration provides that the appointment, designation or identification of
a trustee as chairperson, a member of a committee, an expert, lead independent
trustee, or any other special appointment, designation or identification shall
not impose any heightened standard of care or liability on such trustee.

DERIVATIVE ACTIONS

                                       79
<PAGE>


The declaration provides a detailed process for the bringing of derivative
actions by shareholders in order to permit legitimate inquiries and claims
while avoiding the time, expense, distraction, and other harm that can be
caused to a portfolio or its shareholders as a result of spurious shareholder
demands and derivative actions. Prior to bringing a derivative action, a demand
by three unrelated shareholders must first be made on the affected portfolio's
trustees. The declaration details various information, certifications,
undertakings and acknowledgements that must be included in the demand.
Following receipt of the demand, the trustees have a period of 90 days, which
may be extended by an additional 60 days, to consider the demand. If a majority
of the trustees who are considered independent for the purposes of considering
the demand determine that maintaining the suit would not be in the best
interests of the portfolio, the trustees are required to reject the demand and
the complaining shareholders may not proceed with the derivative action unless
the shareholders are able to sustain the burden of proof to a court that the
decision of the trustees not to pursue the requested action was not a good
faith exercise of their business judgment on behalf of the affected portfolio.
The declaration further provides that shareholders owning shares representing
at least 10% of the voting power of the affected portfolio must join in
bringing the derivative action. If a demand is rejected, the complaining
shareholders will be responsible for the costs and expenses (including
attorneys' fees) incurred by the portfolio in connection with the consideration
of the demand, if in the judgment of the independent trustees, the demand was
made without reasonable cause or for an improper purpose. If a derivative
action is brought in violation of the declaration, the shareholders bringing
the action may be responsible for the portfolio's costs, including attorneys'
fees.

The declaration further provides that a portfolio shall be responsible for
payment of attorneys' fees and legal expenses incurred by a complaining
shareholder only if required by law, and any attorneys' fees that the portfolio
is obligated to pay shall be calculated using reasonable hourly rates. The
declaration also requires that actions by shareholders against a portfolio be
brought only in federal court in Boston, Massachusetts, or if not permitted to
be brought in federal court, then in state court in Boston, Massachusetts, and
that shareholders have no right to jury trial for such actions.



                                       80
<PAGE>

11. PRICING OF SHARES

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

Ordinarily, equity securities are valued at the last sale price on the
principal exchange or market where they are traded. Ordinarily, investments in
debt securities are valued on the basis of information furnished by a pricing
service which utilizes primarily a matrix system (which reflects such factors
as security prices, yields, maturities and ratings), supplemented by dealer and
exchange quotations. Securities which have not traded on the date of valuation
or securities for which sales prices are not generally reported are valued at
the mean between the current bid and asked prices.

Securities quoted in foreign currencies are converted to U.S. dollars utilizing
foreign exchange rates employed by a portfolio's independent pricing services.
Generally, trading in non U.S. securities is substantially completed each day
at various times prior to the close of regular trading on the Exchange. The
values of such securities used in computing the net asset value of a
portfolio's shares are determined as of such times. Foreign currency exchange
rates are also generally determined prior to the close of regular trading on
the Exchange. Occasionally, events which affect the values of such securities
and such exchange rates may occur between the times at which they are
determined and the close of regular trading on the Exchange and will therefore
not be reflected in the computation of a portfolio's net asset value.
International securities markets may be open on days when the U.S. markets are
closed. For this reason, the value of any international securities owned by a
portfolio could change on a day you cannot buy or sell shares of the portfolio.



When prices determined using the foregoing methods are not available or are
considered by Pioneer to be unreliable, a portfolio may use a security's fair
value. Fair value is the valuation of a security determined on the basis of
factors other than market value in accordance with procedures approved by the
fund's trustees. A portfolio also may use the fair value of a security,
including a non-U.S. security, when Pioneer determines that prices determined
using the foregoing methods no longer accurately reflect the value of the
security due to factors affecting one or more relevant securities markets or
the specific issuer. The use of fair value pricing by a portfolio may cause the
net asset value of its shares to differ from the net asset value that would be
calculated using closing market prices. For this reason, the value of any
international securities owned by a portfolio could change on a day you cannot
buy or sell shares of the portfolio. In connection with making fair value
determinations of the value of fixed income securities, the portfolio's
Trustees may use a pricing matrix. Debt securities with remaining maturities of
60 days or less are valued at amortized cost, which is a method of determining
a security's fair value.

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



                                       81
<PAGE>

12. TAX STATUS


Each portfolio is treated as a separate entity for U.S. federal income tax
purposes. Each portfolio has elected to be treated, and has qualified and
intends to continue to qualify each year, as a "regulated investment company"
under Subchapter M of the Code, so that it will not pay U.S. federal income tax
on income and capital gains distributed to shareholders. In order to qualify as
a regulated investment company under Subchapter M of the Code, a portfolio
must, among other things, (i) derive at least 90% of its gross income for each
taxable year from dividends, interest, payments with respect to certain
securities loans, gains from the sale or other disposition of stock, securities
or foreign currencies, or other income (including gains from options, futures
and forward contracts) derived with respect to its business of investing in
such stock, securities or currencies, and net income derived from an interest
in a qualified publicly traded partnership (as defined in Section 851(h) of the
Code) (the "90% income test"), and (ii) diversify its holdings so that, at the
end of each quarter of each taxable year: (a) at least 50% of the value of the
portfolio's total assets is represented by (1) cash and cash items, U.S.
government securities, securities of other regulated investment companies, and
(2) other securities, with such other securities limited, in respect of any one
issuer, to an amount not greater than 5% of the value of the portfolio's total
assets and to not more than 10% of the outstanding voting securities of such
issuer and (b) not more than 25% of the value of the portfolio's total assets
is invested in (1) the securities (other than U.S. government securities and
securities of other regulated investment companies) of any one issuer, (2) the
securities (other than securities of other regulated investment companies) of
two or more issuers that the portfolio controls and that are engaged in the
same, similar, or related trades or businesses, or (3) the securities of one or
more qualified publicly traded partnerships.


For purposes of the 90% income test, the character of income earned by certain
entities in which a portfolio invests that are not treated as corporations for
U.S. federal income tax purposes (e.g., partnerships other than certain
publicly traded partnerships or trusts that have not elected to be classified
as corporations under the "check-the-box" regulations) will generally pass
through to the portfolio. Consequently, in order to qualify as a regulated
investment company, a portfolio may be required to limit its equity investments
in such entities that earn fee income, rental income, or other nonqualifying
income.

If a portfolio qualifies as a regulated investment company and properly
distributes to its shareholders each taxable year an amount equal to or
exceeding the sum of (i) 90% of its "investment company taxable income" as that
term is defined in the Code (which includes, among other things, dividends,
taxable interest, and the excess of any net short-term capital gains over net
long-term capital losses, as reduced by certain deductible expenses) without
regard to the deduction for dividends paid and (ii) 90% of the excess of its
gross tax-exempt interest income, if any, over certain disallowed deductions,
the portfolio generally will not be subject to U.S. federal income tax on any
income of the portfolio, including "net capital gain" (the excess of net
long-term capital gain over net short-term capital loss), distributed to
shareholders. However, if a portfolio meets such distribution requirements, but
chooses to retain some portion of its taxable income or gains, it generally
will be subject to U.S. federal income tax at regular corporate rates on the
amount retained. A portfolio may designate certain amounts retained as
undistributed net capital gain in a notice to its shareholders, who (i) will be
required to include in income for U.S. federal income tax purposes, as
long-term capital gain, their proportionate shares of the undistributed amount
so designated, (ii) will be entitled to credit their proportionate shares of
the income tax paid by the portfolio on that undistributed amount against their
federal income tax liabilities and to claim refunds to the extent such credits
exceed their liabilities and (iii) will be entitled to increase their tax
basis, for federal income tax purposes, in their shares by an amount equal to
the excess of the amount of undistributed net capital gain included in their
respective income over their respective income tax credits. The portfolios
intend to distribute at least annually all or substantially all of their
investment company taxable income (computed without regard to the
dividends-paid deduction), net tax-exempt interest income, and net capital
gain.


                                       82
<PAGE>

The Accounts are required to meet certain diversification requirements imposed
by Section 817(h) of the Code and the regulations thereunder in order to
qualify for their expected tax treatment. Such requirements place certain
limitations on the proportion of an Account's assets that may be represented by
any four or fewer investments. Specifically, the Treasury regulations provide
that, except as permitted by the "safe harbor" described below, as of the end
of each calendar quarter or within 30 days thereafter no more than 55% of the
value of the total assets of an Account may be represented by any one
investment, no more than 70% by any two investments, no more than 80% by any
three investments and no more than 90% by any four investments. For this
purpose, all securities of the same issuer, all interests in the same real
property, and all interests in the same commodity are each considered a single
investment. In addition, each U.S. government agency or instrumentality is
considered a separate issuer. Section 817(h) provides, as a safe harbor, that a
separate account will be treated as being adequately diversified if the
diversification requirements under Subchapter M of the Code are satisfied and
no more than 55% of the value of the account's total assets are cash and cash
items (including receivables), U.S. government securities and securities of
other regulated investment companies.

If a portfolio qualifies as a regulated investment company and its shares are
held only by certain tax-exempt trusts, separate accounts, and certain other
permitted categories of investors, such diversification requirements will be
applied by looking through to the assets of the portfolio, rather than treating
the interest in the portfolio as a separate investment of each separate account
investing in the portfolio. Each portfolio intends to comply with such
diversification requirements so that, assuming such look-through treatment is
available, any Account invested wholly in a portfolio would also satisfy such
diversification requirements.

If, for any taxable year, a portfolio fails to qualify for treatment as a
regulated investment company, the portfolio will be subject to federal
corporate taxes on its taxable income and gains (without any deduction for its
distributions to its shareholders), and distributions to its shareholders will
constitute ordinary income to the extent of such portfolio's available earnings
and profits. In addition, if a portfolio fails to qualify as a regulated
investment company, fails to comply with the diversification requirements of
Section 817(h) of the Code and the regulations thereunder, or fails to limit
the holding of portfolio shares to the permitted investors described above,
then Variable Contracts invested in that portfolio might not qualify as life
insurance or annuity contracts under the Code, and contract holders could be
currently taxed on the investment earnings that have accrued under their
contracts during or prior to the year in which the failure occurs. In such a
case, current taxation could also be required in all future taxable periods.
Under certain circumstances, a portfolio may be able to cure a failure to
qualify as a regulated investment company, but in order to do so, the portfolio
may incur significant portfolio-level taxes and may be forced to dispose of
certain assets. For additional information concerning the consequences of
failure to meet the requirements of Section 817(h), see the applicable Variable
Contract's prospectus.

The portfolios are not expected to be subject to the 4% federal excise tax
imposed on regulated investment companies that do not distribute substantially
all their income and gains each calendar year because that tax does not apply
to regulated investment companies, like the portfolios, whose only shareholders
are certain tax-exempt trusts and segregated asset accounts of life insurance
companies held in connection with variable annuity contracts or variable life
insurance policies.

For a Variable Contract to qualify for tax-favored treatment, assets in the
Accounts supporting the Variable Contract must be considered to be owned by the
Participating Insurance Company and not by the contract holder. Under current
U.S. federal income tax law, if a contract holder has excessive control over
the investments made by an Account, the contract owner will be taxed currently
on income and gains from the Account or portfolio. Under those circumstances,
the contract holder would not derive the tax benefits normally associated with
variable life insurance or variable annuities.

Generally, according to the Internal Revenue Service (the "IRS"), there are two
ways that impermissible investor control may exist. The first relates to the
design of the contract or the relationship between the contract and a separate
account or underlying portfolio. For example, at various times, the IRS has
focused


                                       83
<PAGE>

on, among other factors, the number and type of investment choices available
pursuant to a given variable contract, whether the contract offers access to
portfolios that are available to the general public, the number of transfers
that a contract owner may make from one investment option to another, and the
degree to which a contract owner may select or control particular investments.

With respect to this first aspect of investor control, the relationship between
the portfolios and the Variable Contracts that propose the portfolios as
investment options is designed to satisfy the current view of the IRS on this
subject, such that the investor control doctrine should not apply. However,
because of some uncertainty with respect to this subject and because the IRS
may issue further guidance on this subject, the portfolios reserve the right to
make such changes as are deemed necessary or appropriate to reduce the risk
that Variable Contracts might be subject to current taxation because of
investor control.

The second way that impermissible investor control might exist concerns the
actions of contract holders. Under the IRS pronouncements, a contract holder
may not select or control particular investments, other than choosing among
broad investment choices such as selecting a particular portfolio. A contract
holder thus may not select or direct the purchase or sale of a particular
investment of the portfolios. All investment decisions concerning the
portfolios must be made by the portfolio managers in their sole and absolute
discretion, and not by any contract holder. Furthermore, under the IRS
pronouncements, a contract holder may not communicate directly or indirectly
with such portfolio managers or any related investment officers concerning the
selection, quality, or rate of return of any specific investment or group of
investments held by the portfolios.

The IRS may issue additional guidance on the investor control doctrine, which
might further restrict the actions of contract holders or features of the
Variable Contracts. Such guidance could be applied retroactively. If any of the
rules outlined above are not complied with, the IRS may seek to tax contract
holders currently on income and gains from the portfolios such that the
contract holders would not derive the tax benefits normally associated with
variable life insurance or variable annuities.

All dividends are treated for federal income tax purposes as received by the
Participating Insurance Company or Qualified Plan rather than by the contract
holder or Qualified Plan participant.

Although dividends generally will be treated as distributed when paid, any
dividend declared by a portfolio in October, November or December and payable
to shareholders of record in such a month that is paid during the following
January will be treated for U.S. federal income tax purposes as received by
shareholders on December 31 of the calendar year in which it was declared. In
addition, certain other distributions made after the close of a taxable year of
a portfolio may be "spilled back" and treated for certain purposes as paid by
the portfolio during such taxable year. In such case, shareholders generally
will be treated as having received such dividends in the taxable year in which
the distributions were actually made.


For U.S. federal income tax purposes, each portfolio is permitted to carry
forward a net capital loss from any taxable year that began on or before
December 22, 2010 to offset its capital gains, if any, for up to eight years
following the year of the loss. Each portfolio is permitted to carry forward
indefinitely a net capital loss from any taxable year that began after December
22, 2010 to offset its capital gains, if any, in years following the year of
the loss. To the extent subsequent capital gains are offset by such losses,
they will not result in U.S. federal income tax liability to the portfolio and
may not be distributed as capital gains to shareholders. Carryforwards of
losses from taxable years that began after December 22, 2010 must be fully
utilized before the portfolio may utilize carryforwards of losses from taxable
years that began on or before December 22, 2010. See "Annual Fee, Expense and
Other Information" for each portfolio's available capital loss carryforwards.
Generally, the portfolios may not carry forward any losses other than net
capital losses. Under certain circumstances, a portfolio may elect to treat
certain losses as though they were incurred on the first day of the taxable
year immediately following the taxable year in which they were actually
incurred.



                                       84
<PAGE>


Redemptions and exchanges generally are taxable events for shareholders that
are subject to tax. Shareholders should consult their own tax advisers with
reference to their individual circumstances to determine whether any particular
transaction in portfolio shares is properly treated as a sale for tax purposes,
as the following discussion assumes, and to ascertain the tax treatment of any
gains or losses recognized in such transactions. In general, if portfolio
shares are sold, the shareholder will recognize gain or loss equal to the
difference between the amount realized on the sale and the shareholder's
adjusted basis in the shares. Such gain or loss generally will be treated as
long-term capital gain or loss if the shares were held for more than one year
and otherwise generally will be treated as short-term capital gain or loss. Any
loss recognized by a shareholder upon the redemption, exchange or other
disposition of shares with a tax holding period of six months or less will be
treated as a long-term capital loss to the extent of any amounts treated as
distributions to the shareholder of long-term capital gain with respect to such
shares (including any amounts credited to the shareholder as undistributed
capital gains).


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


Under Treasury regulations, if a shareholder recognizes a loss with respect to
portfolio shares of $2 million or more for an individual shareholder, or $10
million or more for a corporate shareholder, in any single taxable year (or
certain greater amounts over a combination of years), the shareholder must file
with the IRS a disclosure statement on IRS Form 8886. Shareholders who own
portfolio securities directly are in many cases excepted from this reporting
requirement, but under current guidance, shareholders of regulated investment
companies are not excepted. A shareholder who fails to make the required
disclosure to the IRS may be subject to substantial penalties. The fact that a
loss is reportable under these regulations does not affect the legal
determination of whether or not the taxpayer's treatment of the loss is proper.
Shareholders should consult with their tax advisers to determine the
applicability of these regulations in light of their individual circumstances.


A Qualified Plan participant whose retirement plan invests in a portfolio
generally is not taxed on portfolio dividends or distributions received by the
plan or on sales or exchanges of portfolio shares by the plan for U.S. federal
income tax purposes. However, distributions to plan participants from a
retirement plan account generally are taxable as ordinary income, and different
tax treatment, including penalties on certain excess contributions and
deferrals, certain pre-retirement and post-retirement distributions and certain
prohibited transactions, is accorded to accounts maintained as Qualified Plans.
Participants in Qualified Plans should consult their tax advisers for more
information.

Foreign exchange gains and losses realized by a portfolio in connection with
certain transactions involving foreign currency-denominated debt securities,
certain options and futures contracts relating to foreign currency, foreign
currency forward contracts, foreign currencies, or payables or receivables
denominated in a foreign currency are subject to Section 988 of the Code, which
generally causes such gains and losses to be treated as ordinary income and
losses and may affect the amount, timing and character of distributions to
shareholders. Under Treasury regulations that may be promulgated in the future,
any gains from such transactions that are not directly related to a portfolio's
principal business of investing in stock or securities (or its options
contracts or futures contracts with respect to stock or securities) may have to
be limited in order to enable the portfolio to satisfy the 90% income test.

If a portfolio acquires any equity interest (under Treasury regulations that
may be promulgated in the future, generally including not only stock but also
an option to acquire stock such as is inherent in a convertible bond) in
certain foreign corporations (i) that receive at least 75% of their annual
gross income from passive sources (such as interest, dividends, certain rents
and royalties, or capital gains) or (ii) where at least 50% of the
corporation's assets (computed based on average fair market value) either
produce or are held for


                                       85
<PAGE>


the production of passive income ("passive foreign investment companies"), the
portfolio could be subject to U.S. federal income tax and additional interest
charges on "excess distributions" received from such companies or on gain from
the sale of stock in such companies, even if all income or gain actually
received by the portfolio is timely distributed to its shareholders. The
portfolio would not be able to pass through to its shareholders any credit or
deduction for such a tax. A "qualified electing fund" election or a "mark to
market" election may be available that would ameliorate these adverse tax
consequences, but such elections could require the portfolio to recognize
taxable income or gain (subject to the distribution requirements applicable to
regulated investment companies, as described above) without the concurrent
receipt of cash. In order to satisfy the distribution requirements and avoid a
tax at the portfolio level, a portfolio may be required to liquidate portfolio
securities that it might otherwise have continued to hold, potentially
resulting in additional taxable gain or loss to the portfolio. Gains from the
sale of stock of passive foreign investment companies may also be treated as
ordinary income. In order for a portfolio to make a qualified electing fund
election with respect to a passive foreign investment company, the passive
foreign investment company would have to agree to provide certain tax
information to the portfolio on an annual basis, which it might not agree to
do. The portfolios may limit and/or manage their holdings in passive foreign
investment companies to limit their tax liability or maximize their return from
these investments.


Certain portfolios may invest in or hold debt obligations of issuers not
currently paying interest or that are in default. Investments in debt
obligations that are at risk of or are in default present special tax issues
for the portfolios. Federal income tax rules are not entirely clear about
issues such as when a portfolio may cease to accrue interest, original issue
discount or market discount, when and to what extent deductions may be taken
for bad debts or worthless securities, how payments received on obligations in
default should be allocated between principal and interest and whether certain
exchanges of debt obligations in a workout context are taxable. These and other
issues will be addressed by a portfolio, in the event it invests in or holds
such securities, in order to seek to ensure that it distributes sufficient
income to preserve its status as a regulated investment company and does not
become subject to U.S. federal income or excise tax.

If a portfolio invests in certain pay-in-kind securities, zero coupon
securities, deferred interest securities or, in general, any other securities
with original issue discount (or with market discount if the portfolio elects
to include market discount in income currently), the portfolio generally must
accrue income on such investments for each taxable year, which generally will
be prior to the receipt of the corresponding cash payments. However, a
portfolio must distribute to its shareholders, at least annually, all or
substantially all of its investment company taxable income (determined without
regard to the deduction for dividends paid), including such accrued income, to
qualify to be treated as a regulated investment company under the Code and
avoid U.S. federal income and excise taxes. Therefore, a portfolio may have to
dispose of its portfolio securities, potentially under disadvantageous
circumstances, to generate cash, or may have to borrow the cash, to satisfy
distribution requirements. Such a disposition of securities may potentially
result in additional taxable gain or loss to the portfolio.


Options written or purchased and futures contracts entered into by a portfolio
on certain securities, indices and foreign currencies, as well as certain
forward foreign currency contracts, may cause the portfolio to recognize gains
or losses from marking-to-market even though such options may not have lapsed
or been closed out or exercised, or such futures or forward contracts may not
have been performed or closed out. The tax rules applicable to these contracts
may affect the characterization of some capital gains and losses realized by
the portfolios as long-term or short-term. Certain options, futures and forward
contracts relating to foreign currency may be subject to Section 988 of the
Code, as described above, and accordingly may produce ordinary income or loss.
Additionally, a portfolio may be required to recognize gain if an option,
futures contract, forward contract, short sale or other transaction that is not
subject to the mark-to-market rules is treated as a "constructive sale" of an
"appreciated financial position" held by a portfolio under Section 1259 of the
Code. Any net mark-to-market gains and/or gains from constructive sales may
also have to be distributed to satisfy the distribution requirements referred
to above even though the portfolio may receive no corresponding cash amounts,
possibly requiring the disposition of portfolio securities or



                                       86
<PAGE>

borrowing to obtain the necessary cash. Such a disposition of securities may
potentially result in additional taxable gain or loss to a portfolio. Losses on
certain options, futures or forward contracts and/or offsetting positions
(portfolio securities or other positions with respect to which a portfolio's
risk of loss is substantially diminished by one or more options, futures or
forward contracts) may also be deferred under the tax straddle rules of the
Code, which may also affect the characterization of capital gains or losses
from straddle positions and certain successor positions as long-term or
short-term. Certain tax elections may be available that would enable a
portfolio to ameliorate some adverse effects of the tax rules described in this
paragraph. The tax rules applicable to options, futures, forward contracts and
straddles may affect the amount, timing and character of a portfolio's income
and gains or losses and hence of its distributions to shareholders.

The portfolios may be subject to withholding and other taxes imposed by foreign
countries, including taxes on interest, dividends and capital gains with
respect to their investments in those countries. Any such taxes would, if
imposed, reduce the yield on or return from those investments. Tax conventions
between certain countries and the U.S. may reduce or eliminate such taxes in
some cases. If more than 50% of a portfolio's total assets at the close of any
taxable year consist of stock or securities of foreign corporations, that
portfolio may elect to pass through to its shareholders their pro rata shares
of qualified foreign taxes paid by the portfolio for that taxable year. If at
least 50% of a portfolio's total assets at the close of each quarter of a
taxable year consist of interests in other regulated investment companies, the
portfolio may make the same election and pass through to its shareholders their
pro rata shares of qualified foreign taxes paid by those other regulated
investment companies and passed through to the portfolio for that taxable year.
If a portfolio so elects, shareholders would be required to include the
passed-through taxes in their gross incomes (in addition to the dividends and
distributions they actually receive), would treat such taxes as foreign taxes
paid by them, and as described below may be entitled to a tax deduction for
such taxes or a tax credit, subject to a holding period requirement and other
limitations under the Code.

Qualified foreign taxes generally include taxes that would be treated as income
taxes under U.S. tax regulations but do not include most other taxes, such as
stamp taxes, securities transaction taxes, and similar taxes. If a portfolio
qualifies to make, and makes, the election described above, shareholders may
deduct their pro rata portion of qualified foreign taxes paid by the portfolio
or those other regulated investment companies for that taxable year in
computing their income subject to U.S. federal income taxation or,
alternatively, claim them as credits, subject to applicable limitations under
the Code, against their U.S. federal income taxes. Shareholders who do not
itemize deductions for U.S. federal income tax purposes will not, however, be
able to deduct their pro rata portion of qualified foreign taxes paid by the
portfolio or those other regulated investment companies, although such
shareholders will be required to include their shares of such taxes in gross
income if the applicable portfolio makes the election described above.

If a portfolio makes this election and a shareholder chooses to take a credit
for the foreign taxes deemed paid by such shareholder, the amount of the credit
that may be claimed in any year may not exceed the same proportion of the U.S.
tax against which such credit is taken that the shareholder's taxable income
from foreign sources (but not in excess of the shareholder's entire taxable
income) bears to his entire taxable income. For this purpose, long-term and
short-term capital gains the portfolio realizes and distributes to shareholders
will generally not be treated as income from foreign sources in their hands,
nor will distributions of certain foreign currency gains subject to Section 988
of the Code or of any other income realized by the portfolio that is deemed,
under the Code, to be U.S.-source income in the hands of the portfolio. This
foreign tax credit limitation may also be applied separately to certain
specific categories of foreign-source income and the related foreign taxes. As
a result of these rules, which may have different effects depending upon each
shareholder's particular tax situation, certain shareholders may not be able to
claim a credit for the full amount of their proportionate share of the foreign
taxes paid by a portfolio or other regulated investment companies in which the
portfolio invests. Shareholders who are not liable for U.S. federal income
taxes, including tax-exempt shareholders, will ordinarily not benefit from this
election. If a portfolio does


                                       87
<PAGE>

make the election, it will provide required tax information to shareholders. A
portfolio generally may deduct any foreign taxes that are not passed through to
its shareholders in computing its income available for distribution to
shareholders to satisfy applicable tax distribution requirements.

A portfolio is required to withhold (as "backup withholding") a portion of
reportable payments, including dividends, capital gain distributions and the
proceeds of redemptions and exchanges or repurchases of portfolio shares, paid
to shareholders who have not complied with certain IRS regulations. The backup
withholding rate is 28%. In order to avoid this withholding requirement,
shareholders, other than certain exempt entities, must generally certify that
the Social Security Number or other Taxpayer Identification Number they provide
is their correct number and that they are not currently subject to backup
withholding, or that they are exempt from backup withholding. A portfolio may
nevertheless be required to backup withhold if it receives notice from the IRS
or a broker that the number provided is incorrect or backup withholding is
applicable as a result of previous underreporting of interest or dividend
income.

The description of certain federal tax provisions above relates solely to U.S.
federal income tax law as it applies to the portfolios and to certain aspects
of their distributions. It does not address special tax rules applicable to
certain classes of investors. Shareholders should consult their own tax
advisers on these matters and on state, local, foreign, and other applicable
tax laws.

If, as anticipated, the portfolios qualify as regulated investment companies
under the Code, the portfolios will not be required to pay any Massachusetts
income, corporate excise or franchise taxes or any Delaware corporation income
tax.


                                       88
<PAGE>

13. FINANCIAL STATEMENTS


Each portfolio's financial statements and financial highlights for the fiscal
year ended December 31, 2013 appearing in each portfolio's annual report, filed
with the SEC on February 27, 2014 (Accession No. 0000908996-14-000009) are
incorporated by reference into this statement of additional information. Those
financial statements and financial highlights have been audited by Ernst &
Young LLP, independent registered public accounting firm, as indicated in their
report thereon, and are incorporated herein by reference in reliance upon such
report, given on the authority of Ernst & Young LLP as experts in accounting
and auditing.

Each portfolio's annual report includes the financial statements referenced
above and is available without charge upon request by calling Shareholder
Services at 1-800-225-6292.



                                       89
<PAGE>

14. ANNUAL FEE, EXPENSE AND OTHER INFORMATION


PORTFOLIO TURNOVER

The annual portfolio turnover rate for each of the portfolios for the fiscal
years ended December 31, 2013 and 2012 was:




<TABLE>
<CAPTION>
                                      2013   2012
                                    ------  -----
<S>                                 <C>     <C>
Bond VCT                             33%     26%
----------------------------------   ---     ---
Disciplined Value VCT*               97%     74%
----------------------------------   ---     ---
Emerging Markets VCT**               87%    143%
----------------------------------   ---    ---
Equity Income VCT***                 22%     47%
----------------------------------   ---     ---
Pioneer Fund VCT***                   7%     44%
----------------------------------   ---     ---
High Yield VCT                       39%     44%
----------------------------------   ---     ---
Ibbotson Moderate Allocation VCT     10%      9%
----------------------------------   ---     ---
Mid Cap Value VCT                    99%    103%
----------------------------------   ---    ---
Real Estate Shares VCT               13%      5%
----------------------------------   ---     ---
Select Mid Cap Growth VCT*          162%    135%
----------------------------------  ---     ---
Strategic Income VCT                 30%     25%
----------------------------------   ---     ---
</TABLE>



* The portfolio turnover rate increased in 2013 after certain changes to the
portfolio's investment objective, strategies and portfolio management. Those
changes were effective as of May 1, 2013.

** The portfolio turnover rate decreased in 2013 because in 2012 the portfolio
sold a number of securities in connection with changes in portfolio management.


*** The portfolio turnover rate decreased in 2013 because in 2012 the portfolio
sold a number of securities held over the course of several years.



SHARE OWNERSHIP

As of April 1, 2014, the officers and trustees of the fund owned beneficially
in the aggregate less than 1% of the outstanding shares of the fund. The
following is a list of the holders of 5% or more of any of the portfolios'
Class I or Class II shares as of April 1, 2014.




<TABLE>
<CAPTION>
                           NUMBER OF
PORTFOLIO   CLASS             SHARES    % OF CLASS  RECORD HOLDER
----------- -------  ---------------  ------------  --------------------------------
<S>         <C>      <C>              <C>           <C>
Bond VCT    I        1,410,828.256         61.29    SYMETRA LIFE INSURANCE COMPANY
----------- -------  -------------         -----
                                                    777 108th AVE NE STE 1200
                                                    BELLEVUE, WA 98004-5135
                                                    --------------------------------
Bond VCT    I          867,600.347         37.69    ALLMERICA FINANCIAL LIFE
----------- -------  -------------         -----
                                                    INSURANCE & ANNUITY CO
                                                    1 SW SECURITY BENEFIT PL
                                                    TOPEKA KS 66636-1000
                                                    --------------------------------
Bond VCT    II         379,289.752         36.64    MIDLAND NATIONAL LIFE INS CO.
----------- -------  -------------         -----
                                                    ATTN SEPARATE ACCOUNT C
                                                    4350 WESTOWN PKWY
                                                    WEST DES MOINES IA 50266-1036
                                                    --------------------------------
Bond VCT    II         632,367.154         61.09    JEFFERSON NATIONAL LIFE INS CO.
----------- -------  -------------         -----
                                                    ATTN SEPARATE ACCOUNTS
                                                    9920 CORPORATE CAMPUS DR
                                                    STE 100
                                                    LOUISVILLE KY 40223-4051
                                                    --------------------------------
</TABLE>


                                       90
<PAGE>



<TABLE>
<CAPTION>
                                        NUMBER OF
PORTFOLIO               CLASS              SHARES    % OF CLASS  RECORD HOLDER
----------------------- -------  ----------------  ------------  ---------------------------------
<S>                     <C>      <C>               <C>           <C>
Disciplined Value VCT   II       10,373,976.875         60.85    GUARDIAN INSURANCE & ANNUITY CO.
----------------------- -------  --------------         -----
                                                                 INC S/A R B-SHARE
                                                                 GUARDIAN FUND 40B
                                                                 ATTN: PAUL LANNELLI 3 S
                                                                 3900 BURGESS PL
                                                                 BETHLEHEM PA 18017-9097
                                                                 ---------------------------------
Disciplined Value VCT   II        5,651,194.458         33.15    GUARDIAN INSURANCE & ANNUITY CO.
----------------------- -------  --------------         -----
                                                                 INC S/A R L-SHARE
                                                                 GUARDIAN FUND 40L
                                                                 ATTN: PAUL LANNELLI 3 S
                                                                 3900 BURGESS PL
                                                                 BETHLEHEM PA 18017-9097
                                                                 ---------------------------------
Emerging Markets VCT    I           324,933.066         26.66    AMERICAN UNITED LIFE
----------------------- -------  --------------         -----
                                                                 AUL AMERICAN UNIT INVESTMENT
                                                                 TRUST
                                                                 ONE AMERICAN SQUARE
                                                                 PO BOX 1995
                                                                 INDIANAPOLIS, IN 46206-9102
                                                                 ---------------------------------
Emerging Markets VCT    I           197,333.829         16.19    ALLMERICA FINANCIAL LIFE
----------------------- -------  --------------         -----
                                                                 INSURANCE & ANNUITY CO
                                                                 1 SW SECURITY BENEFIT PL
                                                                 TOPEKA KS 66636-1000
                                                                 ---------------------------------
Emerging Markets VCT    I           650,926.066         45.75    AETNA LIFE INSURANCE ANNUITY CO.
----------------------- -------  --------------         -----
                                                                 ING FUND OPERATIONS
                                                                 ONE ORANGE WAY B3N
                                                                 WINDSOR, CT 06095-4773
                                                                 ---------------------------------
Emerging Markets VCT    II          656,910.231         39.54    METLIFE INSURANCE
----------------------- -------  --------------         -----
                                                                 COMPANY OF CONNECTICUT
                                                                 PO BOX 990027
                                                                 HARTFORD CT 06199-0027
                                                                 ---------------------------------
Emerging Markets VCT    II          204,609.546         12.31    SYMETRA FINANCIAL
----------------------- -------  --------------         -----
                                                                 777 108th AVE NE STE 1200
                                                                 BELLEVUE, WA 98004-5135
                                                                 ---------------------------------
Emerging Markets VCT    II          316,808.681         19.07    ALLMERICA FINANCIAL LIFE
----------------------- -------  --------------         -----
                                                                 INSURANCE & ANNUITY CO
                                                                 1 SW SECURITY BENEFIT PL
                                                                 TOPEKA KS 66636-1000
                                                                 ---------------------------------
Emerging Markets VCT    II          185,723.784         11.18    TRANSAMERICA ADVISORS LIFE
----------------------- -------  --------------         -----
                                                                 INSURANCE CO OF NEW YORK
                                                                 INVESTORS CHOICE - INVESTOR
                                                                 SERIES
                                                                 4333 EDGEWOOD RD NE
                                                                 CEDAR RAPIDS, IA 52499-0001
                                                                 ---------------------------------
Emerging Markets VCT    II           83,318.392          5.01    JEFFERSON NATIONAL LIFE INS CO
----------------------- -------  --------------         -----
                                                                 ATTN: SEPARATE ACCTS
                                                                 10350 ORMSBY PARK PL STE 600
                                                                 LOUISVILLE, KY 40223-6175
                                                                 ---------------------------------
Equity Income VCT       I         1,223,020.838         35.15    ALLMERICA FINANCIAL LIFE
----------------------- -------  --------------         -----
                                                                 INSURANCE & ANNUITY CO
                                                                 1 SW SECURITY BENEFIT PL
                                                                 TOPEKA KS 66636-1000
                                                                 ---------------------------------
</TABLE>


                                       91
<PAGE>



<TABLE>
<CAPTION>
                                   NUMBER OF
PORTFOLIO           CLASS             SHARES    % OF CLASS  RECORD HOLDER
------------------- -------  ---------------  ------------  ---------------------------------
<S>                 <C>      <C>              <C>           <C>
Equity Income VCT   I        2,218,466.036         63.75    AETNA LIFE INSURANCE
------------------- -------  -------------         -----
                                                            ING FUND OPERATIONS
                                                            CONVEYOR TN41
                                                            ONE ORANGE WAY B3N
                                                            WINDSOR, CT 06095-4773
                                                            ---------------------------------
Equity Income VCT   II         631,811.930         11.99    METLIFE INSURANCE
------------------- -------  -------------         -----
                                                            COMPANY OF CONNECTICUT
                                                            PO BOX 990027
                                                            HARTFORD CT 06199-0027
                                                            ---------------------------------
Equity Income VCT   II         582,991.013         11.06    SYMETRA FINANCIAL
------------------- -------  -------------         -----
                                                            777 108th AVE NE STE 1200
                                                            BELLEVUE, WA 98004-5135
                                                            ---------------------------------
Equity Income VCT   II         603,260.148         11.45    GUARDIAN INSURANCE & ANNUITY CO.
------------------- -------  -------------         -----
                                                            INC S/A R L-SHARE
                                                            GUARDIAN FUND 4L1
                                                            ATTN: PAUL LANNELLI 3 S
                                                            3900 BURGESS PL
                                                            BETHLEHEM PA 18017-9097
                                                            ---------------------------------
Equity Income VCT   II       2,463,239.602         46.74    GUARDIAN INSURANCE & ANNUITY CO.
------------------- -------  -------------         -----
                                                            INC S/A R B-SHARE
                                                            GUARDIAN FUND 4B1
                                                            ATTN: PAUL LANNELLI 3 S
                                                            3900 BURGESS PL
                                                            BETHLEHEM PA 18017-9097
                                                            ---------------------------------
Equity Income VCT   II         538,786.619         10.22    ING USA ANNUITY & LIFE
------------------- -------  -------------         -----
                                                            INSURANCE CO ING FUND
                                                            OPERATIONS
                                                            CONVEYOR TN41
                                                            151 FARMINGTON AVENUE
                                                            HARTFORD CT 06156-0001
                                                            ---------------------------------
Pioneer Fund VCT    I        3,358,716.312         47.65    SYMETRA FINANCIAL
------------------- -------  -------------         -----
                                                            777 108th AVE NE STE 1200
                                                            BELLEVUE, WA 98004-5135
                                                            ---------------------------------
Pioneer Fund VCT    I        1,296,984.688         18.41    ALLMERICA FINANCIAL LIFE
------------------- -------  -------------         -----
                                                            INSURANCE & ANNUITY CO
                                                            1 SW SECURITY BENEFIT PL
                                                            TOPEKA KS 66636-1000
                                                            ---------------------------------
Pioneer Fund VCT    I          484,925.674          6.88    AETNA LIFE INSURANCE
------------------- -------  -------------         -----
                                                            ING FUND OPERATIONS
                                                            CONVEYOR TN41
                                                            ONE ORANGE WAY B3N
                                                            WINDSOR, CT 06095-4773
                                                            ---------------------------------
Pioneer Fund VCT    I        1,053,671.509         14.96    AMERICAN UNITED LIFE
------------------- -------  -------------         -----
                                                            AUL AMERICAN UNIT INVESTMENT
                                                            TRUST
                                                            ONE AMERICAN SQUARE
                                                            PO BOX 1995
                                                            INDIANAPOLIS, IN 46206-9102
                                                            ---------------------------------
Pioneer Fund VCT    II         509,716.983         66.81    HARTFORD LIFE INSURANCE
------------------- -------  -------------         -----
                                                            COMPANY
                                                            SEPARATE ACCOUNT
                                                            ATTN: UIT OPERATIONS
                                                            PO BOX 2999
                                                            HARTFORD CT 06104-2999
                                                            ---------------------------------
</TABLE>


                                       92
<PAGE>



<TABLE>
<CAPTION>
                                           NUMBER OF
PORTFOLIO                   CLASS             SHARES    % OF CLASS  RECORD HOLDER
--------------------------- -------  ---------------  ------------  ---------------------------------
<S>                         <C>      <C>              <C>           <C>
Pioneer Fund VCT            II         113,751.114         14.91    ALLMERICA FINANCIAL LIFE
--------------------------- -------  -------------         -----
                                                                    INSURANCE & ANNUITY CO
                                                                    1 SW SECURITY BENEFIT PL
                                                                    TOPEKA KS 66636-1000
                                                                    ---------------------------------
Pioneer Fund VCT            II          41,937.468          5.50    UNITED OF OMAHA LIFE INS CO.
--------------------------- -------  -------------         -----
                                                                    ATTN: PRODUCT ACCT & RPTING 11th
                                                                    FL
                                                                    MUTUAL OF OMAHA PLAZA
                                                                    OMAHA NE 68175-0001
                                                                    ---------------------------------
Pioneer Fund VCT            II          45,841.837          6.01    JEFFERSON NATIONAL LIFE INS CO
--------------------------- -------  -------------         -----
                                                                    ATTN SEPARATE ACCOUNTS
                                                                    10350 ORMSBY PARK PL STE 600
                                                                    LOUISVILLE KY 40223-6178
                                                                    ---------------------------------
Select Mid Cap Growth VCT   I        2,586,403.102         64.07    SYMETRA FINANCIAL
--------------------------- -------  -------------         -----
                                                                    777 108th AVE NE STE 1200
                                                                    BELLEVUE, WA 98004-5135
                                                                    ---------------------------------
Select Mid Cap Growth VCT   I          361,056.947          8.94    AMERICAN UNITED LIFE
--------------------------- -------  -------------         -----
                                                                    AUL AMERICAN UNIT INVESTMENT
                                                                    TRUST
                                                                    ONE AMERICAN SQUARE
                                                                    PO BOX 1995
                                                                    INDIANAPOLIS, IN 46206-9102
                                                                    ---------------------------------
Select Mid Cap Growth VCT   I          523,110.582         12.96    AMERICAN UNITED LIFE
--------------------------- -------  -------------         -----
                                                                    AUL GROUP RETIREMENT ANNUITY
                                                                    SEPARATE ACCOUNT II
                                                                    ONE AMERICAN SQUARE
                                                                    PO BOX 1995
                                                                    INDIANAPOLIS, IN 46206-9102
                                                                    ---------------------------------
High Yield VCT              I        1,168,912.008         18.16    ALLMERICA FINANCIAL LIFE
--------------------------- -------  -------------         -----
                                                                    INSURANCE & ANNUITY CO
                                                                    1 SW SECURITY BENEFIT PL
                                                                    TOPEKA KS 66636-1000
                                                                    ---------------------------------
High Yield VCT              I        3,450,476.225         53.59    AETNA LIFE INSURANCE
--------------------------- -------  -------------         -----
                                                                    ING FUND OPERATIONS
                                                                    CONVEYOR TN41
                                                                    ONE ORANGE WAY B3N
                                                                    WINDSOR, CT 06095-4773
                                                                    ---------------------------------
High Yield VCT              I          564,834.838          8.77    NATIONWIDE INSURANCE COMPANY
--------------------------- -------  -------------         -----
                                                                    NWVLI4
                                                                    C/O IPO PORTFOLIO ACCOUNTING
                                                                    PO BOX 182029
                                                                    COLUMBUS OH 43218-2029
                                                                    ---------------------------------
High Yield VCT              I          934,092.706         14.51    NATIONWIDE INSURANCE COMPANY
--------------------------- -------  -------------         -----
                                                                    NWPP
                                                                    C/O IPO PORTFOLIO ACCOUNTING
                                                                    PO BOX 182029
                                                                    COLUMBUS OH 43218-2029
                                                                    ---------------------------------
High Yield VCT              II         423,278.824         21.17    SYMETRA FINANCIAL
--------------------------- -------  -------------         -----
                                                                    777 108th AVE NE STE 1200
                                                                    BELLEVUE, WA 98004-5135
                                                                    ---------------------------------
</TABLE>


                                       93
<PAGE>



<TABLE>
<CAPTION>
                                   NUMBER OF
PORTFOLIO           CLASS             SHARES    % OF CLASS  RECORD HOLDER
------------------- -------  ---------------  ------------  --------------------------------
<S>                 <C>      <C>              <C>           <C>
High Yield VCT      II         327,878.314         16.40    TRANSAMERICA ADVISORS LIFE
------------------- -------  -------------         -----
                                                            INSURANCE CO OF NEW YORK
                                                            INVESTORS CHOICE - INVESTOR
                                                            SERIES
                                                            4333 EDGEWOOD RD NE
                                                            CEDAR RAPIDS, IA 52499-0001
                                                            --------------------------------
High Yield VCT      II         462,030.133         23.11    MIDLAND NATIONAL LIFE INS CO.
------------------- -------  -------------         -----
                                                            ATTN SEPARATE ACCOUNT C
                                                            4350 WESTOWN PKWY
                                                            WEST DES MOINES IA 50266-1036
                                                            --------------------------------
High Yield VCT      II         659,405.797         32.98    JEFFERSON NATIONAL LIFE INS CO
------------------- -------  -------------         -----
                                                            ATTN SEPARATE ACCOUNTS
                                                            9920 CORPORATE CAMPUS DR
                                                            STE 1000
                                                            LOUISVILLE KY 40223-4051
                                                            --------------------------------
Ibbotson Moderate   I          978,543.928         99.83    ALLMERICA FINANCIAL LIFE
                    -------  -------------         -----
Allocation VCT                                              INSURANCE & ANNUITY CO
-------------------
                                                            1 SW SECURITY BENEFIT PL
                                                            TOPEKA KS 66636-1000
                                                            --------------------------------
Ibbotson Moderate   II       9,185,439.139         79.47    METLIFE INSURANCE C0MPANY OF
                    -------  -------------         -----
Allocation VCT                                              CONNECTICUT
-------------------
                                                            PO BOX 990027
                                                            HARTFORD CT 06199-0027
                                                            --------------------------------
Ibbotson Moderate   II       2,373,050.712         20.53    MLI USA SEPARATE ACCOUNT A
                    -------  -------------         -----
Allocation VCT                                              METLIFE INVESTORS USA INSURANCE
-------------------
                                                            CO.
                                                            501 BOYLSTON ST
                                                            BOSTON MA 02116-3769
                                                            --------------------------------
Mid Cap Value VCT   I          772,408.303         20.50    SYMETRA FINANCIAL
------------------- -------  -------------         -----
                                                            777 108TH AVE NE STE 1200
                                                            BELLEVUE WA 98004-5135
                                                            --------------------------------
Mid Cap Value VCT   I        1,097,562.679         29.13    ALLMERICA FINANCIAL LIFE
------------------- -------  -------------         -----
                                                            INSURANCE & ANNUITY CO
                                                            1 SW SECURITY BENEFIT PL
                                                            TOPEKA KS 66636-1000
                                                            --------------------------------
Mid Cap Value VCT   I          407,701.911         10.82    UNITED OF OMAHA LIFE INS CO
------------------- -------  -------------         -----
                                                            ATTN: PRODUCT ACCT ING &
                                                            REPORTING
                                                            11TH FLOOR
                                                            MUTUAL OF OMAHA PLAZA
                                                            OMAHA NE 68175-0001
                                                            --------------------------------
Mid Cap Value VCT   II       1,508,743.946         11.46    METLIFE INSURANCE COMPANY OF
------------------- -------  -------------         -----
                                                            CONNECTICUT
                                                            PO BOX 990027
                                                            HARTFORD CT 06199-0027
                                                            --------------------------------
Mid Cap Value VCT   II       3,068,450.772         23.31    MLI USA SEPARATE ACCOUNT A
------------------- -------  -------------         -----
                                                            METLIFE INVESTORS USA INSURANCE
                                                            CO.
                                                            501 BOYLSTON ST
                                                            BOSTON MA 02116-3769
                                                            --------------------------------
</TABLE>


                                       94
<PAGE>



<TABLE>
<CAPTION>
                                      NUMBER OF
PORTFOLIO              CLASS             SHARES    % OF CLASS  RECORD HOLDER
---------------------- -------  ---------------  ------------  ---------------------------------
<S>                    <C>      <C>              <C>           <C>
Mid Cap Value VCT      II       5,387,363.110         40.93    GUARDIAN INSURANCE & ANNUITY CO.
---------------------- -------  -------------         -----
                                                               INC S/A R B-SHARE
                                                               GUARDIAN FUND 43B
                                                               ATTN: PAUL LANNELLI 3 S
                                                               3900 BURGESS PL
                                                               BETHLEHEM PA 18017-9097
                                                               ---------------------------------
Mid Cap Value VCT      II       2,793,117.731         21.22    GUARDIAN INSURANCE & ANNUITY CO.
---------------------- -------  -------------         -----
                                                               INC S/A R L-SHARE
                                                               GUARDIAN FUND 43L
                                                               ATTN: PAUL LANNELLI 3 S
                                                               3900 BURGESS PL
                                                               BETHLEHEM PA 18017-9097
                                                               ---------------------------------
Real Estate VCT        I          351,520.118         73.36    ALLMERICA FINANCIAL LIFE
---------------------- -------  -------------         -----
                                                               INSURANCE & ANNUITY CO
                                                               1 SW SECURITY BENEFIT PL
                                                               TOPEKA KS 66636-1000
                                                               ---------------------------------
Real Estate VCT        I          118,740.300         24.78    UNITED OF OMAHA LIFE INS CO
---------------------- -------  -------------         -----
                                                               ATTN: PRODUCT ACCT ING &
                                                               REPORTING, 11TH FLOOR
                                                               MUTUAL OF OMAHA PLAZA
                                                               OMAHA NE 68175-0001
                                                               ---------------------------------
Real Estate VCT        II         526,909.899         31.84    METLIFE INSURANCE COMPANY OF
---------------------- -------  -------------         -----
                                                               CONNECTICUT
                                                               PO BOX 990027
                                                               HARTFORD CT 06199-0027
                                                               ---------------------------------
Real Estate VCT        II         272,180.833         16.45    SYMETRA LIFE INSURANCE COMPANY
---------------------- -------  -------------         -----
                                                               777 108th AVE NE STE 1200
                                                               BELLEVUE, WA 98004-5135
                                                               ---------------------------------
Real Estate VCT        II         674,224.370         40.75    ALLMERICA FINANCIAL LIFE
---------------------- -------  -------------         -----
                                                               INSURANCE & ANNUITY CO
                                                               1 SW SECURITY BENEFIT PL
                                                               TOPEKA KS 66636-1000
                                                               ---------------------------------
Real Estate VCT        II         103,443.096          6.25    TRANSAMERICA ADVISORS LIFE
---------------------- -------  -------------         -----
                                                               INSURANCE CO OF NEW YORK
                                                               INVESTORS CHOICE - INVESTOR
                                                               SERIES
                                                               4333 EDGEWOOD RD NE
                                                               CEDAR RAPIDS, IA 52499-0001
                                                               ---------------------------------
Strategic Income VCT   I          858,871.956         88.75    ALLMERICA FINANCIAL LIFE
---------------------- -------  -------------         -----
                                                               INSURANCE & ANNUITY CO
                                                               1 SW SECURITY BENEFIT PL
                                                               TOPEKA KS 66636-1000
                                                               ---------------------------------
Strategic Income VCT   I           79,645.124          8.23    SYMETRA FINANCIAL
---------------------- -------  -------------         -----
                                                               777 108th AVE NE STE 1200
                                                               BELLEVUE, WA 98004-5135
                                                               ---------------------------------
Strategic Income VCT   II       1,240.177.796         46.11    SYMETRA FINANCIAL
---------------------- -------  -------------         -----
                                                               777 108th AVE NE STE 1200
                                                               BELLEVUE, WA 98004-5135
                                                               ---------------------------------
Strategic Income VCT   II       1,217,450.382         45.26    JEFFERSON NATIONAL LIFE INS CO
---------------------- -------  -------------         -----
                                                               ATTN SEPARATE ACCOUNTS
                                                               9920 CORPORATE CAMPUS DR
                                                               STE 1000
                                                               LOUISVILLE KY 40223-4051
                                                               ---------------------------------
</TABLE>


                                       95
<PAGE>



<TABLE>
<CAPTION>
                                    NUMBER OF
PORTFOLIO              CLASS           SHARES    % OF CLASS  RECORD HOLDER
---------------------- -------  -------------  ------------  --------------------------------
<S>                    <C>      <C>            <C>           <C>
Strategic Income VCT   II       228,949.868          8.51    MIDLAND NATIONAL LIFE INSURANCE
---------------------- -------  -----------          ----
                                                             CO
                                                             ATTN SEPARATE ACCOUNT C
                                                             4350 WESTOWN PKWY
                                                             WEST DES MOINES, IA 50266-1036
                                                             --------------------------------
</TABLE>


APPROXIMATE MANAGEMENT FEES A PORTFOLIO PAID OR OWED PIONEER

The following table shows the dollar amount of gross investment management fees
incurred by each portfolio, along with the net amount of fees that were paid
after applicable fee waivers or expense reimbursements, if any for the fiscal
years ended December 31, 2013, 2012, and 2011. The data is for the past three
fiscal years or shorter period if the period has been in operation for a
shorter period.




<TABLE>
<CAPTION>
                                                           FOR THE FISCAL YEARS ENDED DECEMBER 31,
                                                         -------------------------------------------
NAME OF PORTFOLIO                                                 2013           2012           2011
----------------------------------                       -------------  -------------  -------------
<S>                                <C>                   <C>            <C>            <C>
Bond VCT                           Gross Fee Incurred    $  184,113     $  189,292     $  247,595
---------------------------------- --------------------  ----------     ----------     ----------
Bond VCT                           Net Fee Paid          $   16,890     $   18,437     $  247,595
---------------------------------- --------------------  ----------     ----------     ----------
Disciplined Value VCT              Gross Fee Incurred    $1,596,533     $1,350,104     $  930,491
---------------------------------- --------------------  ----------     ----------     ----------
Disciplined Value VCT              Net Fee Paid          $1,596,533     $1,290,295     $  874,117
---------------------------------- --------------------  ----------     ----------     ----------
Emerging Markets VCT               Gross Fee Incurred    $  951,210     $1,108,243     $1,430,402
---------------------------------- --------------------  ----------     ----------     ----------
Emerging Markets VCT               Net Fee Paid          $  951,210     $1,108,243     $1,430,402
---------------------------------- --------------------  ----------     ----------     ----------
Equity Income VCT                  Gross Fee Incurred    $1,312,372     $1,006,021     $  980,407
---------------------------------- --------------------  ----------     ----------     ----------
Equity Income VCT                  Net Fee Paid          $1,312,372     $1,006,021     $  980,407
---------------------------------- --------------------  ----------     ----------     ----------
Pioneer Fund VCT                   Gross Fee Incurred    $1,362,052     $1,424,988     $1,768,922
---------------------------------- --------------------  ----------     ----------     ----------
Pioneer Fund VCT                   Net Fee Paid          $1,362,052     $1,424,988     $1,768,922
---------------------------------- --------------------  ----------     ----------     ----------
Select Mid Cap Growth VCT          Gross Fee Incurred    $  916,859     $  894,149     $  999,528
---------------------------------- --------------------  ----------     ----------     ----------
Select Mid Cap Growth VCT          Net Fee Paid          $  916,859     $  872,149     $  999,528
---------------------------------- --------------------  ----------     ----------     ----------
High Yield VCT                     Gross Fee Incurred    $  492,324     $  505,301     $  530,089
---------------------------------- --------------------  ----------     ----------     ----------
High Yield VCT                     Net Fee Paid          $  492,324     $  505,301     $  530,089
---------------------------------- --------------------  ----------     ----------     ----------
Ibbotson Moderate Allocation VCT   Gross Fee Incurred    $  217,550     $  216,064     $  234,934
---------------------------------- --------------------  ----------     ----------     ----------
Ibbotson Moderate Allocation VCT   Net Fee Paid          $  217,550     $  182,776     $  199,966
---------------------------------- --------------------  ----------     ----------     ----------
Mid Cap Value VCT                  Gross Fee Incurred    $2,425,605     $2,167,578     $1,948,902
---------------------------------- --------------------  ----------     ----------     ----------
Mid Cap Value VCT                  Net Fee Paid          $2,425,605     $2,167,578     $1,948,902
---------------------------------- --------------------  ----------     ----------     ----------
Real Estate Shares VCT             Gross Fee Incurred    $  368,925     $  379,945     $  385,814
---------------------------------- --------------------  ----------     ----------     ----------
Real Estate Shares VCT             Net Fee Paid          $  368,925     $  379,945     $  385,814
---------------------------------- --------------------  ----------     ----------     ----------
Strategic Income VCT               Gross Fee Incurred    $  243,433     $  207,370     $  201,934
---------------------------------- --------------------  ----------     ----------     ----------
Strategic Income VCT               Net Fee Paid          $  243,433     $  207,370     $  201,934
---------------------------------- --------------------  ----------     ----------     ----------
</TABLE>


                                       96
<PAGE>

FEES THE PORTFOLIOS PAID TO PIONEER UNDER THE ADMINISTRATION AGREEMENT


<TABLE>
<CAPTION>
                                          2013        2012        2011
                                    ----------  ----------  ----------
<S>                                 <C>         <C>         <C>
Bond VCT                            $ 26,051    $66,233     $14,498
----------------------------------  --------    -------     -------
Disciplined Value VCT               $ 61,264    $56,157     $38,794
----------------------------------  --------    -------     -------
Emerging Markets VCT                $ 31,566    $30,731     $36,324
----------------------------------  --------    -------     -------
Equity Income VCT                   $ 63,830    $46,798     $44,048
----------------------------------  --------    -------     -------
Select Mid Cap Growth VCT           $ 33,543    $37,737     $39,455
----------------------------------  --------    -------     -------
High Yield VCT                      $ 32,528    $29,092     $23,785
----------------------------------  --------    -------     -------
Ibbotson Moderate Allocation VCT    $ 56,914    $42,217     $41,109
----------------------------------  --------    -------     -------
Mid Cap Value VCT                   $111,899    $96,652     $87,566
----------------------------------  --------    -------     -------
Pioneer Fund VCT                    $ 65,883    $64,954     $79,354
----------------------------------  --------    -------     -------
Real Estate Shares VCT              $ 19,926    $16,995     $14,061
----------------------------------  --------    -------     -------
Strategic Income VCT                $ 26,227    $53,843     $ 9,076
----------------------------------  --------    -------     -------
</TABLE>


FEES AND EXPENSES UNDER THE CLASS II DISTRIBUTION PLAN

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013




<TABLE>
<S>                                 <C>
Bond VCT                            $ 17,729
----------------------------------  --------
Disciplined Value VCT               $570,191
----------------------------------  --------
Emerging Markets VCT                $118,757
----------------------------------  --------
Equity Income VCT                   $272,779
----------------------------------  --------
Select Mid Cap Growth VCT           $    N/A
----------------------------------  --------
High Yield VCT                      $ 33,802
----------------------------------  --------
Ibbotson Moderate Allocation VCT    $365,426
----------------------------------  --------
Mid Cap Value VCT                   $713,322
----------------------------------  --------
Pioneer Fund VCT                    $ 53,890
----------------------------------  --------
Real Estate Shares VCT              $ 89,037
----------------------------------  --------
Strategic Income VCT                $ 68,135
----------------------------------  --------
</TABLE>


SECURITIES OF REGULAR BROKER-DEALERS

As of December 31, 2013, the fund held the following securities of its regular
broker-dealers (or affiliates of such broker-dealers):




<TABLE>
<S>                               <C>     <C>
BOND VCT
--------------------------------- ------         -
Aterra Finance LLC                Debt    $140,636
--------------------------------- ------  --------
Bank of America Corp.             Debt    $176,000
--------------------------------- ------  --------
Carlyle Holdings II Finance LLC   Debt    $103,217
--------------------------------- ------  --------
Citigroup, Inc.                   Debt    $ 87,908
--------------------------------- ------  --------
General Electric Capital Corp.    Debt    $268,357
--------------------------------- ------  --------
JPMorgan Chase & Co.              Debt    $179,500
--------------------------------- ------  --------
KKR Group Finance Co., II         Debt    $ 95,199
--------------------------------- ------  --------
Ares Capital Corp.                Debt    $ 51,178
--------------------------------- ------  --------
Jeffries Group LLC                Debt    $ 85,427
--------------------------------- ------  --------
Goldman Sachs Capital Corp.       Debt    $210,900
--------------------------------- ------  --------
Macquarie Group, Ltd.             Debt    $209,863
--------------------------------- ------  --------
Morgan Stanley Co.                Debt    $216,388
--------------------------------- ------  --------
Blackstone Holdings Finance Co.   Debt    $163,931
--------------------------------- ------  --------
</TABLE>


                                       97
<PAGE>



<TABLE>
<S>                                  <C>       <C>
Prospect Capital Corp.               Debt      $   72,661
------------------------------------ --------  ----------
The Bank of New York Mellon Corp.    Debt      $   22,688
------------------------------------ --------  ----------
Scottrade Financial Services, Inc.   Debt      $  113,563
------------------------------------ --------  ----------
Disciplined Value VCT
------------------------------------ --------  ----------
Citigroup, Inc.                      Equity    $9,844,464
------------------------------------ --------  ----------
JPMorgan Chase & Co.                 Equity    $9,125,570
------------------------------------ --------  ----------
Morgan Stanley Co.                   Equity    $6,800,134
------------------------------------ --------  ----------
The Goldman Sachs Group              Equity    $5,805,620
------------------------------------ --------  ----------

------------------------------------ --------  ----------
EMERGING MARKETS VCT
------------------------------------ --------  ----------
None
------------------------------------ --------  ----------

------------------------------------ --------  ----------
EQUITY INCOME VCT
------------------------------------ --------  ----------
Wells Fargo & Co.                    Equity    $4,129,175
------------------------------------ --------  ----------
Federated Investors, Inc.            Equity    $1,350,374
------------------------------------ --------  ----------
Northern Trust Corp.                 Equity    $  587,955
------------------------------------ --------  ----------

------------------------------------ --------  ----------
PIONEER FUND VCT
------------------------------------ --------  ----------
Bank of America Corp.                Equity    $1,378,147
------------------------------------ --------  ----------
Citigroup, Inc.                      Equity    $2,736,609
------------------------------------ --------  ----------
JPMorgan Chase & Co.                 Equity    $1,923,504
------------------------------------ --------  ----------
Morgan Stanley Co.                   Equity    $  669,912
------------------------------------ --------  ----------

------------------------------------ --------  ----------
SELECT MID CAP GROWTH VCT
------------------------------------ --------  ----------
Affiliated Managers Group, Inc.      Equity    $1,272,001
------------------------------------ --------  ----------
Blackstone Group LP                  Equity    $1,131,606
------------------------------------ --------  ----------
Financial Engines, Inc.              Equity    $  778,523
------------------------------------ --------  ----------
Walter Investment Management Corp.   Equity    $  472,480
------------------------------------ --------  ----------
Morgan Stanley Co.                   Equity    $  817,273
------------------------------------ --------  ----------

------------------------------------ --------  ----------
HIGH YIELD VCT
------------------------------------ --------  ----------
Neuberger Berman Group, LLC          Debt      $  206,000
------------------------------------ --------  ----------

------------------------------------ --------  ----------
IBBOTSON MODERATE VCT
------------------------------------ --------  ----------
None
------------------------------------ --------  ----------

------------------------------------ --------  ----------
MID CAP VALUE VCT
------------------------------------ --------  ----------
Aneriprise Financial, Inc.           Equity    $4,269,275
------------------------------------ --------  ----------
Walter Invstment Management Corp.    Equity    $3,005,918
------------------------------------ --------  ----------

------------------------------------ --------  ----------
REAL ESTATE SHARES VCT
------------------------------------ --------  ----------
None
------------------------------------ --------  ----------

------------------------------------ --------  ----------
STRATEGIC INCOME VCT
------------------------------------ --------  ----------
Alterra Finance LLC                  Debt      $  101,258
------------------------------------ --------  ----------
</TABLE>


                                       98
<PAGE>



<TABLE>
<S>                                  <C>     <C>
Carlyle Holdings II Finance LLC      Debt    $ 88,471
------------------------------------ ------  --------
Citigroup, Inc.                      Debt    $ 61,998
------------------------------------ ------  --------
ING US, Inc.                         Debt    $ 48,625
------------------------------------ ------  --------
JPMorgan Chase, Inc.                 Debt    $279,503
------------------------------------ ------  --------
KKR Group Finance Co., LLC           Debt    $ 95,199
------------------------------------ ------  --------
Cantor Fitzgerald LP                 Debt    $127,050
------------------------------------ ------  --------
Ameriprise Financial, Inc.           Debt    $ 38,762
------------------------------------ ------  --------
Ares Capital Corp.                   Debt    $ 51,178
------------------------------------ ------  --------
The Bank of New York Mellon Corp.    Debt    $ 22,688
------------------------------------ ------  --------
Goldman Sachs Capital II             Debt    $172,235
------------------------------------ ------  --------
Jeffries Group LLC                   Debt    $ 78,577
------------------------------------ ------  --------
Macquarie Group, Ltd.                Debt    $ 82,840
------------------------------------ ------  --------
Merrill Lynch & Co., Inc.            Debt    $161,771
------------------------------------ ------  --------
Morgan Stanley Co.                   Debt    $149,613
------------------------------------ ------  --------
Raymond James Financial, Inc.        Debt    $ 79,337
------------------------------------ ------  --------
Scottrade Financial Services, Inc.   Debt    $113,563
------------------------------------ ------  --------
TD Ameritrade Holdings, Inc.         Debt    $ 34,630
------------------------------------ ------  --------
</TABLE>


APPROXIMATE BROKERAGE COMMISSIONS (PORTFOLIO TRANSACTIONS)

For the fiscal periods ended December 31, 2013, 2012 and 2011, the portfolios
paid or owed aggregate brokerage commissions as follows:




<TABLE>
<CAPTION>
                                           2013         2012           2011
                                    -----------  -----------  -------------
<S>                                 <C>          <C>          <C>
Bond VCT                            $    175     $     31     $       19
----------------------------------  --------     --------     ----------
Disciplined Value VCT               $258,886     $222,963     $   88,535
----------------------------------  --------     --------     ----------
Emerging Markets VCT                $276,784     $513,842     $1,165,903
----------------------------------  --------     --------     ----------
Equity Income VCT                   $ 67,737     $ 94,722     $   68,504
----------------------------------  --------     --------     ----------
Select Mid Cap Growth VCT           $334,343     $454,627     $  370,588
----------------------------------  --------     --------     ----------
High Yield VCT                      $  6,947     $  3,715     $    6,859
----------------------------------  --------     --------     ----------
Ibbotson Moderate Allocation VCT    $      0     $      0     $        0
----------------------------------  --------     --------     ----------
Mid Cap Value VCT                   $629,216     $576,054     $  546,316
----------------------------------  --------     --------     ----------
Pioneer Fund VCT                    $ 27,871     $110,477     $   61,101
----------------------------------  --------     --------     ----------
Real Estate Shares VCT              $ 11,671     $  8,010     $   18,183
----------------------------------  --------     --------     ----------
Strategic Income VCT                $    380     $     55     $      175
----------------------------------  --------     --------     ----------
</TABLE>


CAPITAL LOSS CARRYFORWARDS

Capital loss carryforwards are available to offset future realized capital
gains. At December 31, 2013, certain portfolios had capital loss carryforwards
as follows:




<TABLE>
<CAPTION>
                        BOND    HIGH YIELD    DISCIPLINED VALUE    EMERGING MARKETS    EQUITY INCOME   MID CAP VALUE
FISCAL YEAR ENDING       VCT           VCT                  VCT                 VCT              VCT             VCT
--------------------  ------  ------------  -------------------  ------------------  ---------------  --------------
<S>                   <C>     <C>           <C>                  <C>                 <C>              <C>
Short-term            $0      $0            $0                   $0                  $        0       $0
----                  --      --            --                   --                  ----------       --
Long-term             $0      $0            $0                   $0                  $        0       $0
----                  --      --            --                   --                  ----------       --
2014                  $0      $0            $0                   $0                  $        0       $0
----                  --      --            --                   --                  ----------       --
2015                  $0      $0            $0                   $0                  $        0       $0
----                  --      --            --                   --                  ----------       --
2016                  $0      $0            $0                   $0                  $8,786,097       $0
----                  --      --            --                   --                  ----------       --
2017                  $0      $0            $0                   $0                  $        0       $0
----                  --      --            --                   --                  ----------       --
TOTAL                 $0      $0            $0                   $0                  $8,786,097       $0
----                  --      --            --                   --                  ----------       --
</TABLE>




                                       99
<PAGE>



<TABLE>
<CAPTION>
                                        IBBOTSON MODERATE                                 REAL ESTATE   STRATEGIC
                        PIONEER FUND           ALLOCATION                                      SHARES      INCOME
FISCAL YEAR ENDING               VCT                  VCT    SELECT MID CAP GROWTH VCT            VCT         VCT
--------------------  --------------  -------------------  ---------------------------  -------------  ----------
<S>                   <C>             <C>                  <C>                          <C>            <C>
Short-term            $0              $         0          $0                           $0             $0
----                  --              -----------          --                           --             --
Long-term             $0              $         0          $0                           $0             $0
----                  --              -----------          --                           --             --
2014                  $0              $         0          $0                           $0             $0
----                  --              -----------          --                           --             --
2015                  $0              $         0          $0                           $0             $0
----                  --              -----------          --                           --             --
2016                  $0              $         0          $0                           $0             $0
----                  --              -----------          --                           --             --
2017                  $0              $11,761,273          $0                           $0             $0
----                  --              -----------          --                           --             --
2018                  $0              $ 2,107,234          $0                           $0             $0
----                  --              -----------          --                           --             --
TOTAL                 $0              $13,868,507          $0                           $0             $0
----                  --              -----------          --                           --             --
</TABLE>


TRUSTEE OWNERSHIP OF SHARES OF THE TRUST AND OTHER PIONEER FUNDS

The following table indicates the value of shares that each Trustee
beneficially owned in the Trust and Pioneer Funds in the aggregate as of
December 31, 2013. Beneficial ownership is determined in accordance with SEC
rules. The share value of any closed-end fund is based on its closing market
price on December 31, 2013. The share value of any open-end Pioneer Fund is
based on the net asset value of the class of shares on December 31, 2013. The
dollar ranges in this table are in accordance with SEC requirements.




<TABLE>
<CAPTION>
                                                     AGGREGATE DOLLAR RANGE OF EQUITY
                             DOLLAR RANGE OF             SECURITIES IN ALL REGISTERED
                           EQUITY SECURITIES         INVESTMENT COMPANIES OVERSEEN BY
NAME OF TRUSTEE                 IN THE TRUST   TRUSTEE IN THE PIONEER FAMILY OF FUNDS
-----------------------  -------------------  ---------------------------------------
<S>                      <C>                  <C>
INTERESTED TRUSTEES:
-----------------------  -------------------  ---------------------------------------
John F. Cogan, Jr.*                   None                             Over $100,000
-----------------------  -------------------  ---------------------------------------
Daniel K. Kingsbury                   None                             Over $100,000
-----------------------  -------------------  ---------------------------------------
Kenneth J. Taubes**                    N/A                                       N/A
-----------------------  -------------------  ---------------------------------------
INDEPENDENT TRUSTEES:
-----------------------  -------------------  ---------------------------------------
David R. Bock                         None                             Over $100,000
-----------------------  -------------------  ---------------------------------------
Benjamin M. Friedman                  None                             Over $100,000
-----------------------  -------------------  ---------------------------------------
Margaret B.W. Graham                  None                             Over $100,000
-----------------------  -------------------  ---------------------------------------
Marc O. Mayer**                        N/A                                       N/A
-----------------------  -------------------  ---------------------------------------
Thomas J. Perna                       None                             Over $100,000
-----------------------  -------------------  ---------------------------------------
Marguerite A. Piret                   None                             Over $100,000
-----------------------  -------------------  ---------------------------------------
Stephen K. West                       None                             Over $100,000
-----------------------  -------------------  ---------------------------------------
</TABLE>



* Mr. Cogan resigned as a Trustee of the Pioneer Funds effective November 12,
2013

** Each of Mr. Mayer and Mr. Taubes became a trustee on January 28, 2014.



COMPENSATION OF OFFICERS AND TRUSTEES
The following table sets forth certain information with respect to the
compensation of each Trustee of the fund.


                                      100
<PAGE>



<TABLE>
<CAPTION>
                                                 PENSION OR
                                                 RETIREMENT
                              AGGREGATE    BENEFITS ACCRUED      TOTAL COMPENSATION
                           COMPENSATION     AS PART OF FUND       FROM THE FUND AND
NAME OF TRUSTEE            FROM TRUST**            EXPENSES   OTHER PIONEER FUNDS**
-----------------------  --------------  ------------------  ----------------------
<S>                      <C>             <C>                 <C>
INTERESTED TRUSTEES:
-----------------------  ----------      -----               -------------
John F. Cogan, Jr.* +    $ 5,100.00      $0.00               $   24,500.00
-----------------------  ----------      -----               -------------
Daniel K. Kingsbury      $     0.00      $0.00               $        0.00
-----------------------  ----------      -----               -------------
Kenneth J. Taubes++               N/A                 N/A                      N/A
-----------------------    ----------               -----            -------------
INDEPENDENT TRUSTEES:
-----------------------  ----------      -----               -------------
David R. Bock            $12,917.57      $0.00               $  254,250.00
-----------------------  ----------      -----               -------------
Benjamin M. Friedman     $12,792.40      $0.00               $  225,250.00
-----------------------  ----------      -----               -------------
Margaret B.W. Graham     $12,709.52      $0.00               $  205,750.00
-----------------------  ----------      -----               -------------
Marc O. Mayer++                   N/A                 N/A                      N/A
-----------------------    ----------               -----            -------------
Thomas J. Perna          $13,007.11      $0.00               $  274,750.00
-----------------------  ----------      -----               -------------
Marguerite A. Piret      $12,886.59      $0.00               $  235,500.00
-----------------------  ----------      -----               -------------
Stephen K. West          $12,709.52      $0.00               $  203,390.00
-----------------------  ----------      -----               -------------
 TOTAL                   $82,122.71      $0.00               $1,423,390.00
-----------------------  ----------      -----               -------------
</TABLE>



* Under the management contract, Pioneer reimburses the portfolios for any
Interested Trustee fees paid by the fund.

** For the fiscal year ended December 31, 2013. As of December 31, 2013, there
were 56 U.S. registered investment portfolios in the Pioneer Family of Funds.

+ Mr. Cogan resigned as a Trustee of the Pioneer Funds effective November 12,
2013.

++ Each of Mr. Mayer and Mr. Taubes became a trustee on January 28, 2014.


                                      101
<PAGE>

15. APPENDIX A - DESCRIPTION OF SHORT-TERM DEBT, CORPORATE BOND AND PREFERRED

STOCK RATINGS/1/



DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S ("MOODY'S") SHORT-TERM
RATINGS:

Moody's short-term ratings are forward-looking opinions of the ability of
issuers to honor short-term financial obligations. Ratings may be assigned to
issuers, short-term programs or to individual short-term debt instruments. Such
obligations generally have an original maturity of thirteen months or less and
reflect the likelihood of a default on contractually promised payments.


Moody's employs the following designations to indicate the relative repayment
ability of rated issuers:

P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability
to repay short-term debt obligations.

P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability
to repay short-term debt obligations.

P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable
ability to repay short-term obligations.

NP: Issuers (or supporting institutions) rated Not Prime do not fall within any
of the Prime rating categories.

NOTE: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced
by the senior-most long-term rating of the issuer, its guarantor or
support-provider.


DESCRIPTION OF MOODY'S LONG-TERM CORPORATE RATINGS:

Moody's long-term obligation ratings are forward-looking opinions of the
relative credit risk of fixed-income obligations with an original maturity of
one year or more. They address the possibility that a financial obligation will
not be honored as promised. Such ratings use Moody's Global Long-Term Rating
Scale and reflect both on the likelihood of default on contractually promised
payments and the expected financial loss suffered in the event of default.

AAA: Obligations rated Aaa are judged to be of the highest quality, subject to
the lowest level of credit risk.


AA: Obligations rated Aa are judged to be of high quality and are subject to
very low credit risk.

A: Obligations rated A are considered upper-medium grade and are subject to low
   credit risk.


BAA: Obligations rated Baa are judged to be medium-grade and subject to
moderate credit risk, and as such may possess certain speculative
characteristics.

BA: Obligations rated Ba are judged to be speculative and are subject to
substantial credit risk.


B: Obligations rated B are considered speculative and are subject to high
   credit risk.


CAA: Obligations rated Caa are judged to be speculative and of poor standing
and are subject to very high credit risk.


CA: Obligations rated Ca are highly speculative and are likely in, or very
near, default, with some prospect of recovery of principal and interest.

C: Obligations rated C are the lowest rated class of bonds and are typically in
default, with little prospect for recovery of principal or interest.
------------------------
/1/ The ratings indicated herein are believed to be the most recent ratings
   available at the date of this statement of additional information for the
   securities listed. Ratings are generally given to securities at the time of
   issuance. While the rating agencies may from time to time revise such
   ratings, they undertake no obligation to do so, and the ratings indicated
   do not necessarily represent ratings which will be given to these
   securities on the date of the fund's fiscal year-end.


                                      102
<PAGE>


NOTE: Moody's appends numerical modifiers "1", "2", and "3" to each generic
rating classification from "Aa" through "Caa". The modifier "1" indicates that
the obligation ranks in the higher end of its generic rating category; the
modifier "2" indicates a mid-range ranking; and the modifier "3" indicates a
ranking in the lower end of that generic rating category. Additionally, a
"(hyb)" indicator is appended to all ratings of hybrid securities issued by
banks, finance companies and securities firms.



STANDARD & POOR'S RATINGS GROUP'S LONG-TERM ISSUE CREDIT RATINGS:
Issue credit ratings are based, in varying degrees, on Standard & Poor's
analysis of the following considerations:
o Likelihood of payment-capacity and willingness of the obligor to meet its
  financial commitment on an obligation in accordance with the terms of the
  obligation;

o Nature of and provisions of the obligation;

o Protection afforded by, and relative position of, the obligation in the event
  of bankruptcy, reorganization, or other arrangement under the laws of
  bankruptcy and other laws affecting creditors' rights.

Issue ratings are an assessment of default risk, but may incorporate an
assessment of relative seniority or ultimate recovery in the event of default.
Junior obligations are typically rated lower than senior obligations, to
reflect the lower priority in bankruptcy, as noted above. (Such differentiation
may apply when an entity has both senior and subordinated obligations, secured
and unsecured obligations, or operating company and holding company
obligations.)

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

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

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

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

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

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

B: An obligation rated "B" is more vulnerable to nonpayment than obligations
rated "BB", but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.

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

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

                                      103
<PAGE>

C: A "C" rating is assigned to obligations that are currently highly vulnerable
to nonpayment, obligations that have payment arrearages allowed by the terms of
the documents, or obligations of an issuer that is the subject of a bankruptcy
petition or similar action which have not experienced a payment default. Among
others, the "C" rating may be assigned to subordinated debt, preferred stock or
other obligations on which cash payments have been suspended in accordance with
the instrument's terms or when preferred stock is the subject of a distressed
exchange offer, whereby some or all of the issue is either repurchased for an
amount of cash or replaced by other instruments having a total value that is
less than par.

D: An obligation rated "D" is in payment default. The "D" rating category is
used when payments on an obligation, including a regulatory capital instrument,
are not made on the date due even if the applicable grace period has not
expired, unless Standard & Poor's believes that such payments will be made
during such grace period. The "D" rating also will be used upon the filing of a
bankruptcy petition or the taking of a similar action if payments on an
obligation are jeopardized. An obligation's rating is lowered to "D" upon
completion of a distressed exchange offer, whereby some or all of the issue is
either repurchased for an amount of cash or replaced by other instruments
having a total value that is less than par.

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

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


STANDARD & POOR'S SHORT-TERM ISSUE CREDIT RATINGS:
Short-term ratings are generally assigned to those obligations considered
short-term in the relevant market. In the U.S., for example, that means
obligations with an original maturity date of no more than 365 days - including
commercial paper. Short-term ratings are also used to indicate the
creditworthiness of an obligor with respect to put features on long-term
obligations. The result is a dual rating, in which the short-term rating
addresses the put feature, in addition to the usual long-term rating.

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

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

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

B: A short-term obligation rated "B" is regarded as having significant
speculative characteristics. Ratings of "B-1", "B-2", and "B-3" may be assigned
to indicate finer distinctions within the "B" category. The obligor currently
has the capacity to meet its financial commitment on the obligation; however,
it faces major ongoing uncertainties which could lead to the obligor's
inadequate capacity to meet its financial commitment on the obligation.

B-1: A short-term obligation rated "B-1" is regarded as having significant
speculative characteristics, but the obligor has a relatively stronger capacity
to meet its financial commitments over the short-term compared to other
speculative-grade obligors.

                                      104
<PAGE>

B-2: A short-term obligation rated "B-2" is regarded as having significant
speculative characteristics, and the obligor has an average speculative-grade
capacity to meet its financial commitments over the short-term compared to
other speculative-grade obligors.

B-3: A short-term obligation rated "B-3" is regarded as having significant
speculative characteristics, and the obligor has a relatively weaker capacity
to meet its financial commitments over the short-term compared to other
speculative-grade obligors.

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

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


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

                                      105
<PAGE>

16. APPENDIX B - PROXY VOTING POLICIES AND PROCEDURES


POLICY
Each of Pioneer Investment Management, Inc. and Pioneer Institutional Asset
Management, Inc. (collectively, "Pioneer") is a fiduciary that owes each of its
clients the duties of care and loyalty with respect to all services undertaken
on the client's behalf, including voting proxies for securities held by the
client. When Pioneer has been delegated proxy-voting authority for a client,
the duty of care requires Pioneer to monitor corporate events and to vote the
proxies. To satisfy its duty of loyalty, Pioneer must place the client's
interests ahead of its own and must cast proxy votes in a manner consistent
with the best interest of the client. It is Pioneer's policy to vote proxies
presented to Pioneer in a timely manner in accordance with these principles.

Pioneer's sole concern in voting proxies is the economic effect of the proposal
on the value of portfolio holdings, considering both the short- and long-term
impact. In many instances, Pioneer believes that supporting the company's
strategy and voting "for" management's proposals builds portfolio value. In
other cases, however, proposals set forth by management may have a negative
effect on that value, while some shareholder proposals may hold the best
prospects for enhancing it. Pioneer monitors developments in the proxy-voting
arena and will revise this policy as needed.

Pioneer's clients may request copies of their proxy voting records and of
Pioneer's proxy voting policies and procedures by either sending a written
request to Pioneer's Proxy Coordinator, or clients may review Pioneer's proxy
voting policies and procedures online at pioneerinvestments.com. Pioneer may
describe to clients its proxy voting policies and procedures by delivering a
copy of Pioneer's Form ADV (Part II), by separate notice to the client or by
other means.


APPLICABILITY
This Proxy Voting policy and the procedures set forth below are designed to
complement Pioneer's investment policies and procedures regarding its general
responsibility to monitor the performance and/or corporate events of companies
that are issuers of securities held in accounts managed by Pioneer. This policy
sets forth Pioneer's position on a number of issues for which proxies may be
solicited, but it does not include all potential voting scenarios or proxy
events. Furthermore, because of the special issues associated with proxy
solicitations by closed-end Funds, Pioneer will vote shares of closed-end Funds
on a case-by-case basis.


PURPOSE
The purposes of this policy is to ensure that proxies for United States ("US")
and non-US companies that are received in a timely manner will be voted in
accordance with the principles stated above. Unless the Proxy Voting Oversight
Group (as described below) specifically determines otherwise, all shares in a
company held by Pioneer-managed accounts for which Pioneer has proxy-voting
authority will be voted alike, unless a client has given specific voting
instructions on an issue.

Pioneer does not delegate the authority to vote proxies relating to securities
held by its clients to any of its affiliates, which include other subsidiaries
of UniCredit S.p.A. ("UniCredit").

Any questions about this policy should be directed to Pioneer's Director of
Investment Operations (the "Proxy Coordinator").

                                      106
<PAGE>

PROCEDURES


PROXY VOTING SERVICE
Pioneer has engaged an independent proxy voting service to assist in the voting
of proxies. The proxy voting service works with custodians to ensure that all
proxy materials are received by the custodians and are processed in a timely
fashion. To the extent applicable, the proxy voting service votes all proxies
in accordance with the proxy voting guidelines established by Pioneer and set
forth herein. The proxy voting service will refer proxy questions to the Proxy
Coordinator (described below) for instructions under circumstances where: (1)
the application of the proxy voting guidelines is unclear; (2) a particular
proxy question is not covered by the guidelines; or (3) the guidelines call for
specific instructions on a case-by-case basis. The proxy voting service is also
requested to call to the Proxy Coordinator's attention specific proxy questions
that, while governed by a guideline, appear to involve unusual or controversial
issues. Pioneer reserves the right to attend a meeting in person and may do so
when it determines that the company or the matters to be voted on at the
meeting are strategically important to its clients.


PROXY COORDINATOR
The Proxy Coordinator coordinates the voting, procedures and reporting of
proxies on behalf of Pioneer's clients. The Proxy Coordinator will deal
directly with the proxy voting service and, in the case of proxy questions
referred by the proxy voting service, will solicit voting recommendations and
instructions from the Portfolio Management Group or, to the extent applicable,
investment sub-advisers. The Proxy Coordinator is responsible for ensuring that
these questions and referrals are responded to in a timely fashion and for
transmitting appropriate voting instructions to the proxy voting service. The
Proxy Coordinator is responsible for verifying with the Chief Legal Officer or
his or her designee whether Pioneer's voting power is subject to any
limitations or guidelines issued by the client (or in the case of an employee
benefit plan, the plan's trustee or other fiduciaries).


REFERRAL ITEMS
The proxy voting service will refer proxy questions to the Proxy Coordinator or
his or her designee that are described by Pioneer's proxy voting guidelines as
to be voted on a case-by-case basis, that are not covered by Pioneer's
guidelines or where Pioneer's guidelines may be unclear with respect to the
matter to be voted on. Under such circumstances, the Proxy Coordinator will
seek a written voting recommendation from the Head of Portfolio Management U.S.
or his or her designated equity portfolio-management representative. Any such
recommendation will include: (i) the manner in which the proxies should be
voted; (ii) the rationale underlying any such decision; and (iii) the
disclosure of any contacts or communications made between Pioneer and any
outside parties concerning the proxy proposal prior to the time that the voting
instructions are provided.


SECURITIES LENDING
In accordance with industry standards, proxies are not available to be voted
when the shares are out on loan through either Pioneer's lending program or a
client's managed security lending program. However, Pioneer will reserve the
right to recall lent securities so that they may be voted according to the
Pioneer's instructions. If a portfolio manager would like to vote a block of
previously lent shares, the Proxy Coordinator will work with the portfolio
manager and Investment Operations to recall the security, to the extent
possible, to facilitate the vote on the entire block of shares. Certain clients
participate in securities lending programs. Although such programs allow for
the recall of securities for any reason, Pioneer may determine not to vote
securities on loan and it may not always be possible for securities on loan to
be recalled in time to be voted.


SHARE-BLOCKING
"Share-blocking" is a market practice whereby shares are sent to a custodian
(which may be different than the account custodian) for record keeping and
voting at the general meeting. The shares are unavailable for sale or delivery
until the end of the blocking period (typically the day after general meeting
date).

                                      107
<PAGE>

Pioneer will vote in those countries with "share-blocking." In the event a
manager would like to sell a security with "share-blocking", the Proxy
Coordinator will work with the Portfolio Manager and Investment Operations
Department to recall the shares (as allowable within the market time frame and
practices) and/or communicate with executing brokerage firm. A list of
countries with "share-blocking" is available from the Investment Operations
Department upon request.


PROXY VOTING OVERSIGHT GROUP
The members of the Proxy Voting Oversight Group include Pioneer's Head of
Portfolio Management U.S. or his or her designated equity portfolio management
representative, the Director of Investment Operations, and the Chief Compliance
Officer of the Adviser and Funds. Other members of Pioneer will be invited to
attend meetings and otherwise participate as necessary. The Director of
Investment Operations will chair the Proxy Voting Oversight Group.

The Proxy Voting Oversight Group is responsible for developing, evaluating, and
changing (when necessary) Pioneer's proxy voting policies and procedures. The
group meets at least annually to evaluate and review this policy and procedures
and the services of its third-party proxy voting service. In addition, the
Proxy Voting Oversight Group will meet as necessary to vote on referral items
and address other business as necessary.


AMENDMENTS
Pioneer may not amend this policy without the prior approval of the Proxy
Voting Oversight Group and its corporate parent, Pioneer Global Asset
Management S.p.A. ("PGAM").


FILING FORM N-PX
The Proxy Coordinator and the Regulatory Compliance Manager are responsible for
ensuring that Form N-PX documents receive the proper review by a member of the
Proxy Voting Oversight Group prior to a Fund officer signing the forms.

The Investment Operations department will provide the Compliance department
with a copy of each Form N-PX filing prepared by the proxy voting service.

COMPLIANCE FILES N-PX.

The Compliance department will ensure that a corresponding Form N-PX exists for
each Pioneer registered investment company.

Following this review, each Form N-PX is formatted for public dissemination via
the EDGAR system.

Prior to submission, each Form N-PX is to be presented to the Fund officer for
 a final review and signature.

Copies of the Form N-PX filings and their submission receipts are maintained
according to Pioneer record keeping policies.


PROXY VOTING GUIDELINES


ADMINISTRATIVE
While administrative items appear infrequently in U.S. issuer proxies, they are
quite common in non-U.S. proxies.

We will generally support these and similar management proposals:

o Corporate name change.

o A change of corporate headquarters.

o Stock exchange listing.

o Establishment of time and place of annual meeting.

o Adjournment or postponement of annual meeting.

                                      108
<PAGE>

o Acceptance/approval of financial statements.

o Approval of dividend payments, dividend reinvestment plans and other
  dividend-related proposals.

o Approval of minutes and other formalities.

o Authorization of the transferring of reserves and allocation of income.

o Amendments to authorized signatories.

o Approval of accounting method changes or change in fiscal year-end.

o Acceptance of labor agreements.

o Appointment of internal auditors.

Pioneer will vote on a case-by-case basis on other routine administrative
items; however, Pioneer will oppose any routine proposal if insufficient
information is presented in advance to allow Pioneer to judge the merit of the
proposal. Pioneer has also instructed its proxy voting service to inform
Pioneer of its analysis of any administrative items that may be inconsistent,
in its view, with Pioneer's goal of supporting the value of its clients'
portfolio holdings so that Pioneer may consider and vote on those items on a
case-by-case basis.


AUDITORS
We normally vote for proposals to:

o Ratify the auditors. We will consider a vote against if we are concerned
  about the auditors' independence or their past work for the company.
  Specifically, we will oppose the ratification of auditors and withhold votes
  for audit committee members if non-audit fees paid by the company to the
  auditing firm exceed the sum of audit fees plus audit-related fees plus
  permissible tax fees according to the disclosure categories proposed by the
  Securities and Exchange Commission.

o Restore shareholder rights to ratify the auditors.

We will normally oppose proposals that require companies to:

o Seek bids from other auditors.

o Rotate auditing firms, except where the rotation is statutorily required or
  where rotation would demonstrably strengthen financial disclosure.

o Indemnify auditors.

o Prohibit auditors from engaging in non-audit services for the company.


BOARD OF DIRECTORS
On issues related to the board of directors, Pioneer normally supports
management. We will, however, consider a vote against management in instances
where corporate performance has been very poor or where the board appears to
lack independence.


GENERAL BOARD ISSUES
Pioneer will vote for:

o Audit, compensation and nominating committees composed of independent
  directors exclusively.

o Indemnification for directors for actions taken in good faith in accordance
  with the business judgment rule. We will vote against proposals for broader
  indemnification.

o Changes in board size that appear to have a legitimate business purpose and
  are not primarily for anti-takeover reasons.

o Election of an honorary director.

We will vote against:

o Minimum stock ownership by directors.

                                      109
<PAGE>

o Term limits for directors. Companies benefit from experienced directors, and
  shareholder control is better achieved through annual votes.

o Requirements for union or special interest representation on the board.

o Requirements to provide two candidates for each board seat.

We will vote on a case-by case basis on these issues:

o Separate chairman and CEO positions. We will consider voting with
  shareholders on these issues in cases of poor corporate performance.


ELECTIONS OF DIRECTORS
In uncontested elections of directors we will vote against:

o Individual directors with absenteeism above 25% without valid reason. We
  support proposals that require disclosure of director attendance.

o Insider directors and affiliated outsiders who sit on the audit,
  compensation, stock option or nominating committees. For the purposes of our
  policy, we accept the definition of affiliated directors provided by our
  proxy voting service.

We will also vote against:

o Directors who have failed to act on a takeover offer where the majority of
  shareholders have tendered their shares.

o Directors who appear to lack independence or are associated with very poor
  corporate performance.

We will vote on a case-by-case basis on these issues:

o Re-election of directors who have implemented or renewed a dead-hand or
  modified dead-hand poison pill (a "dead-hand poison pill" is a shareholder
  rights plan that may be altered only by incumbent or "dead" directors. These
  plans prevent a potential acquirer from disabling a poison pill by obtaining
  control of the board through a proxy vote).

o Contested election of directors.

o Election of a greater number of independent directors (in order to move
  closer to a majority of independent directors in cases of poor performance.

o Mandatory retirement policies.

o Directors who have ignored a shareholder proposal that has been approved by
  shareholders for two consecutive years.

We will vote for:

o Precatory and binding resolutions requesting that the board changes the
  company's bylaws to stipulate that directors need to be elected with
  affirmative majority of votes cast, provided that the resolutions allow for
  plurality voting in cases of contested elections.


TAKEOVER-RELATED MEASURES
Pioneer is generally opposed to proposals that may discourage takeover
attempts. We believe that the potential for a takeover helps ensure that
corporate performance remains high.

Pioneer will vote for:

o Cumulative voting.

o Increasing the ability for shareholders to call special meetings.

o Increasing the ability for shareholders to act by written consent.

o Restrictions on the ability to make greenmail payments.

                                      110
<PAGE>

o Submitting rights plans to shareholder vote.

o Rescinding shareholder rights plans ("poison pills").

o Opting out of the following state takeover statutes:

  - Control share acquisition statutes, which deny large holders voting rights
    on holdings over a specified threshold.

  - Control share cash-out provisions, which require large holders to acquire
    shares from other holders

  - Freeze-out provisions, which impose a waiting period on large holders
    before they can attempt to gain control

  - Stakeholder laws, which permit directors to consider interests of
    non-shareholder constituencies.

  - Disgorgement provisions, which require acquirers to disgorge profits on
    purchases made before gaining control.

  - Fair price provisions.

  - Authorization of shareholder rights plans.

  - Labor protection provisions.

  - Mandatory classified boards.

We will vote on a case-by-case basis on the following issues:

o Fair price provisions. We will vote against provisions requiring
  supermajority votes to approve takeovers. We will also consider voting
  against proposals that require a supermajority vote to repeal or amend the
  provision. Finally, we will consider the mechanism used to determine the
  fair price; we are generally opposed to complicated formulas or requirements
  to pay a premium.

o Opting out of state takeover statutes regarding fair price provisions. We
  will use the criteria used for fair price provisions in general to determine
  our vote on this issue.

o Proposals that allow shareholders to nominate directors.

We will vote against:

o Classified boards, except in the case of closed-end funds, where we shall
  vote on a case-by-case basis.

o Limiting shareholder ability to remove or appoint directors. We will support
  proposals to restore shareholder authority in this area. We will review on
  case-by-case basis proposals that authorize the board to make interim
  appointments.

o Classes of shares with unequal voting rights.

o Supermajority vote requirements.

o Severance packages ("golden" and "tin" parachutes). We will support proposals
  to put these packages to shareholder vote.

o Reimbursement of dissident proxy solicitation expenses. While we ordinarily
  support measures that encourage takeover bids, we believe that management
  should have full control over corporate funds.

o Extension of advance notice requirements for shareholder proposals.

o Granting board authority normally retained by shareholders (e.g., amend
  charter, set board size).

o Shareholder rights plans ("poison pills"). These plans generally allow
  shareholders to buy additional shares at a below-market price in the event
  of a change in control and may deter some bids.


CAPITAL STRUCTURE
Managements need considerable flexibility in determining the company's
financial structure, and Pioneer normally supports managements' proposals in
this area. We will, however, reject proposals that impose high barriers to
potential takeovers.

Pioneer will vote for:

o Changes in par value.

                                      111
<PAGE>

o Reverse splits, if accompanied by a reduction in number of shares.

o Shares repurchase programs, if all shareholders may participate on equal
  terms.

o Bond issuance.

o Increases in "ordinary" preferred stock.

o Proposals to have blank check common stock placements (other than shares
  issued in the normal course of business) submitted for shareholder approval.


o Cancellation of company treasury shares.

We will vote on a case-by-case basis on the following issues:

o Reverse splits not accompanied by a reduction in number of shares,
  considering the risk of delisting.

o Increase in authorized common stock. We will make a determination
  considering, among other factors:

  - Number of shares currently available for issuance;

  - Size of requested increase (we would normally approve increases of up to
    100% of current authorization);

  - Proposed use of the proceeds from the issuance of additional shares, and

  - Potential consequences of a failure to increase the number of shares
    outstanding (e.g., delisting or bankruptcy).

o Blank check preferred. We will normally oppose issuance of a new class of
  blank check preferred, but may approve an increase in a class already
  outstanding if the company has demonstrated that it uses this flexibility
  appropriately.

o Proposals to submit private placements to shareholder vote.

o Other financing plans.

We will vote against preemptive rights that we believe limit a company's
 financing flexibility.


COMPENSATION
Pioneer supports compensation plans that link pay to shareholder returns and
believes that management has the best understanding of the level of
compensation needed to attract and retain qualified people. At the same time,
stock-related compensation plans have a significant economic impact and a
direct effect on the balance sheet. Therefore, while we do not want to
micromanage a company's compensation programs, we will place limits on the
potential dilution these plans may impose.

Pioneer will vote for:

o 401(k) benefit plans.

o Employee stock ownership plans (ESOPs), as long as shares allocated to ESOPs
  are less than 5% of outstanding shares. Larger blocks of stock in ESOPs can
  serve as a takeover defense. We will support proposals to submit ESOPs to
  shareholder vote.

o Various issues related to the Omnibus Budget and Reconciliation Act of 1993
  (OBRA), including:

  - Amendments to performance plans to conform with OBRA;

  - Caps on annual grants or amendments of administrative features;

  - Adding performance goals, and

  - Cash or cash and stock bonus plans.

o Establish a process to link pay, including stock-option grants, to
  performance, leaving specifics of implementation to the company.

o Require that option repricing be submitted to shareholders.

o Require the expensing of stock-option awards.

                                      112
<PAGE>

o Require reporting of executive retirement benefits (deferred compensation,
  split-dollar life insurance, SERPs, and pension benefits).

o Employee stock purchase plans where the purchase price is equal to at least
  85% of the market price, where the offering period is no greater than 27
  months and where potential dilution (as defined below) is no greater than
  10%.

We will vote on a case-by-case basis on the following issues:

o Shareholder proposals seeking additional disclosure of executive and director
  pay information.

o Executive and director stock-related compensation plans. We will consider the
  following factors when reviewing these plans:

  - The program must be of a reasonable size. We will approve plans where the
    combined employee and director plans together would generate less than 15%
    dilution. We will reject plans with 15% or more potential dilution.

                        Dilution = (A + B + C) / (A + B + C + D), where
                        A = Shares reserved for plan/amendment,
                        B = Shares available under continuing plans,
                        C = Shares granted but unexercised and
                        D = Shares outstanding.

  - The plan must not:

    - Explicitly permit unlimited option repricing authority or that have
      repriced in the past without shareholder approval

    - Be a self-replenishing "evergreen" plan, or a plan that grants discount
      options and tax offset payments

  - We are generally in favor of proposals that increase participation beyond
    executives.

  - We generally support proposals asking companies to adopt rigorous vesting
    provisions for stock option plans such as those that vest incrementally
    over, at least, a three- or four-year period with a pro rata portion of
    the shares becoming exercisable on an annual basis following grant date.

  - We generally support proposals asking companies to disclose their window
    period policies for stock transactions. Window period policies ensure that
    employees do not exercise options based on insider information
    contemporaneous with quarterly earnings releases and other material
    corporate announcements.

  - We generally support proposals asking companies to adopt stock holding
    periods for their executives.

o All other employee stock purchase plans.

o All other compensation-related proposals, including deferred compensation
  plans, employment agreements, loan guarantee programs and retirement plans.

o All other proposals regarding stock compensation plans, including extending
  the life of a plan, changing vesting restrictions, repricing options,
  lengthening exercise periods or accelerating distribution of awards and
  pyramiding and cashless exercise programs.

We will vote against:

o Pensions for non-employee directors. We believe these retirement plans reduce
  director objectivity.

o Elimination of stock option plans.

We will vote on a case-by-case basis on these issues:

o Limits on executive and director pay.

o Stock in lieu of cash compensation for directors.


CORPORATE GOVERNANCE
Pioneer will vote for:

                                      113
<PAGE>

o Confidential voting.

o Equal access provisions, which allow shareholders to contribute their
  opinions to proxy materials.

o Proposals requiring directors to disclose their ownership of shares in the
  company.

We will vote on a case-by-case basis on the following issues:

o Change in the state of incorporation. We will support reincorporations
  supported by valid business reasons. We will oppose those that appear to be
  solely for the purpose of strengthening takeover defenses.

o Bundled proposals. We will evaluate the overall impact of the proposal.

o Adopting or amending the charter, bylaws or articles of association.

o Shareholder appraisal rights, which allow shareholders to demand judicial
  review of an acquisition price.

We will vote against:

o Shareholder advisory committees. While management should solicit shareholder
  input, we prefer to leave the method of doing so to management's discretion.


o Limitations on stock ownership or voting rights.

o Reduction in share ownership disclosure guidelines.

                                      114
<PAGE>

MERGERS AND RESTRUCTURINGS
Pioneer will vote on the following and similar issues on a case-by-case basis:

o Mergers and acquisitions.

o Corporate restructurings, including spin-offs, liquidations, asset sales,
  joint ventures, conversions to holding company and conversions to
  self-managed REIT structure.

o Debt restructurings.

o Conversion of securities.

o Issuance of shares to facilitate a merger.

o Private placements, warrants, convertible debentures.

o Proposals requiring management to inform shareholders of merger
  opportunities.

We will normally vote against shareholder proposals requiring that the company
 be put up for sale.


MUTUAL FUNDS
Many of our portfolios may invest in shares of closed-end funds or
exchange-traded funds. The non-corporate structure of these investments raises
several unique proxy-voting issues.

Pioneer will vote for:

o Establishment of new classes or series of shares.

o Establishment of a master-feeder structure.

Pioneer will vote on a case-by-case on:

o Changes in investment policy. We will normally support changes that do not
  affect the investment objective or overall risk level of the fund. We will
  examine more fundamental changes on a case-by-case basis.

o Approval of new or amended advisory contracts.

o Changes from closed-end to open-end format.

o Election of a greater number of independent directors (in order to move
  closer to a majority of independent directors) in cases of poor performance.


o Authorization for, or increase in, preferred shares.

o Disposition of assets, termination, liquidation, or mergers.

o Classified boards of closed-end funds, but will typically support such
  proposals.


SOCIAL ISSUES
Pioneer will abstain on stockholder proposals calling for greater disclosure of
corporate activities with regard to social issues. "Social Issues" may
generally be described as shareholder proposals for a company to:

o Conduct studies regarding certain issues of public concern and interest;

o Study the feasibility of the company taking certain actions with regard to
  such issues; or

o Take specific action, including ceasing certain behavior and adopting company
  standards and principles, in relation to issues of public concern and
  interest.

We believe these issues are important and should receive management attention.

Pioneer will vote against proposals calling for substantial changes in the
company's business or activities. We will also normally vote against proposals
with regard to contributions, believing that management should control the
routine disbursement of funds.


AVOIDING CONFLICTS OF INTEREST
Pioneer recognizes that in certain circumstances a conflict of interest may
arise when Pioneer votes a proxy.

                                      115
<PAGE>

A conflict of interest occurs when Pioneer's interests interfere, or appear to
interfere with the interests of Pioneer's clients.

A conflict may be actual or perceived and may exist, for example, when the
matter to be voted on concerns:

o An affiliate of Pioneer, such as another company belonging to the UniCredit
  S.p.A. banking group (a "UniCredit Affiliate");

o An issuer of a security for which Pioneer acts as a sponsor, advisor,
  manager, custodian, distributor, underwriter, broker, or other similar
  capacity (including those securities specifically declared by PGAM to
  present a conflict of interest for Pioneer);

o An issuer of a security for which UniCredit has informed Pioneer that a
  UniCredit Affiliate acts as a sponsor, advisor, manager, custodian,
  distributor, underwriter, broker, or other similar capacity; or

o A person with whom Pioneer (or any of its affiliates) has an existing,
  material contract or business relationship.

Any member of the Proxy Voting Oversight Group and any other associate involved
in the proxy voting process with knowledge of any apparent or actual conflict
of interest must disclose such conflict to the Proxy Coordinator and the Chief
Compliance Officer of Pioneer and the Funds. If any associate is lobbied or
pressured with respect to any voting decision, whether within or outside of
Pioneer, he or she should contact a member of the Proxy Voting Oversight Group
or Pioneer's Chief Compliance Officer.

The Proxy Voting Oversight Group will review each item referred to Pioneer by
the proxy voting service to determine whether an actual or potential conflict
of interest exists in connection with the proposal(s) to be voted upon. The
review will be conducted by comparing the apparent parties affected by the
proxy proposal being voted upon against the Controller's and Compliance
Department's internal list of interested persons and, for any matches found,
evaluating the anticipated magnitude and possible probability of any conflict
of interest being present. The Proxy Voting Oversight Group may cause any of
the following actions to be taken when a conflict of interest is present:

o Vote the proxy in accordance with the vote indicated under "Voting
  Guidelines," If a vote is indicated;

o Direct the independent proxy voting service to vote the proxy in accordance
  with its independent assessment; or

o As determined by the Proxy Voting Oversight Group in its discretion
  consistent with its fiduciary duty.

If the Proxy Voting Oversight Group perceives a material conflict of interest,
the group may also choose to disclose the conflict to the affected clients and
solicit their consent to proceed with the vote, or may take such other action
in good faith (in consultation with counsel) that would protect the interest of
clients.

For each referral item, the determination regarding the presence or absence of
any actual or potential conflict of interest will be documented in a Conflicts
of Interest Report prepared by the Proxy Coordinator.

The Proxy Voting Oversight Group will review periodically the independence of
the proxy voting service. This may include a review of the service's conflict
management procedures and other documentation, and an evaluation as to whether
the service continues to have the competency and capacity to vote proxies.


DECISION NOT TO VOTE PROXIES
Although it is Pioneer's general policy to vote all proxies in accordance with
the principles set forth in this policy, there may be situations in which the
Proxy Voting Oversight Group does not vote a proxy referred to it. For example,
because of the potential conflict of interest inherent in voting shares of a
UniCredit affiliate, Pioneer will abstain from voting the shares unless
otherwise directed by a client. In such a case, the Proxy Coordinator will
inform PGAM Global Compliance and the PGAM Independent Directors before
exercising voting rights.

There exist other situations in which the Proxy Voting Oversight Group may
refrain from voting a proxy. For example, if the cost of voting a foreign
security outweighs the benefit of voting, the Group may not vote the proxy. The
Group may not be given enough time to process a vote, perhaps because it
receives a meeting


                                      116
<PAGE>

notice too late or it cannot obtain a translation of the agenda in the time
available. If Pioneer has outstanding "sell" orders, the proxies for shares
subject to the order may not be voted to facilitate the sale. Although Pioneer
may hold shares on a company's record date, if the shares are sold prior to the
meeting date, the Group may decide not to vote those shares.


SUPERVISION


ESCALATION
It is each associate's responsibility to contact his or her business unit head,
the Proxy Coordinator, a member of the Proxy Voting Oversight Group or
Pioneer's Chief Compliance Officer if he or she becomes aware of any possible
noncompliance with this policy.


TRAINING
Pioneer will conduct periodic training regarding proxy voting and this policy.
It is the responsibility of the business line policy owner and the applicable
Compliance Department to coordinate and conduct such training.


RELATED POLICIES AND PROCEDURES
Pioneer Investment Management, Inc.'s Books and Records Policy and the Books
and Records of the Pioneer Funds' Policy.


RECORD KEEPING
The Proxy Coordinator shall ensure that Pioneer's proxy voting service:

o Retains a copy of each proxy statement received (unless the proxy statement
  is available from the SEC's Electronic Data Gathering, Analysis, and
  Retrieval (EDGAR) system);

o Retains a record of the vote cast;

o Prepares Form N-PX for filing on behalf of each client that is a registered
  investment company; and

o Is able to promptly provide Pioneer with a copy of the voting record upon its
  request.

The Proxy Coordinator shall ensure that for those votes that may require
 additional documentation
(i.e. conflicts of interest, exception votes and case-by-case votes) the
following records are maintained:

o A record memorializing the basis for each referral vote cast;

o A copy of any document created by Pioneer that was material in making the
  decision on how to vote the subject proxy;

o A copy of any recommendation of the proxy voting service; and

o A copy of any conflict notice, conflict consent or any other written
  communication (including emails or other electronic communications) to or
  from the client (or in the case of an employee benefit plan, the plan's
  trustee or other fiduciaries) regarding the subject proxy vote cast by, or
  the vote recommendation of, Pioneer.

Pioneer shall maintain the above records in the client's file in accordance
 with applicable regulations.


RELATED REGULATIONS
Form N-1A, ICA Rule 30b1-4, Rule 31a1-3, Rule 38a-1 & IAA 206(4)-6, 204-2


ADOPTED BY THE PIONEER FUNDS' BOARD OF TRUSTEES
October 5, 2004


EFFECTIVE DATE:
October 5, 2004

                                      117
<PAGE>

REVISION DATE:

September 2009


                                                                   24017-05-0514
                                      118


PART C
                                OTHER INFORMATION

Item 28. Exhibits.

Amended Form N-1A
Exhibit Reference

     (a)(1)                Amended and Restated Agreement and Declaration of
                           Trust (9)
     (a)(2)                Amendment to the Amended and Restated Agreement and
                           Declaration of Trust (May 22, 2010) (10)
     (a)(3)                Amended Certificate of Trust (1)
     (b)                   Amended and Restated By-Laws (9)
     (c)                   See Amended and Restated Agreement and Declaration of
                           Trust and Amended and Restated By-Laws filed under
                           Items 23(a)(1) and 23(b)
     (d)(1)                Amended and Restated Management
			   Agreement (November 12, 2013) (12)
     (d)(2)                Subadvisory Agreement between Pioneer
                           Investment Management, Inc. and AEW Management and
                           Advisors, L.P.(4)
     (d)(3)                Subadvisory Agreement between Pioneer
                           Investment Management, Inc. and Ibbotson
                           Associates, LLC (8)
     (e)                   Underwriting  Agreement  between the Registrant and
                           Pioneer Funds Distributor, Inc.(3)
     (f)                   None
     (g)(1)                Custodian Agreement between the Registrant and
                           Brown Brothers Harriman & Co.(8)
     (g)(2)                Appendix A to Custodian Agreement
                           (November 26, 2013) (12)
     (h)(1)                Investment Company Service Agreement between the
                           Registrant and Pioneer Investment Management
                           Shareholder Services, Inc. (8)
     (h)(2)                Amendment No. 7 to Investment Company Service
                           Agreement (December 1, 2013) (12)
     (h)(3)                Amended and Restated Administration
                           Agreement (March 5, 2012) (12)
     (h)(4)                Appendix A to Amended and Restated
                           Administration Agreement (December 1, 2013) (12)
     (h)(5)                Administrative Agency Agreement (March 5, 2012) (11)
     (h)(6)                Appendix A to Administrative Agency
			   Agreement (December 1, 2013) (12)
     (h)(7)                Expense Limitation Agreement (12)
     (i)(1)                Opinion of Counsel (1)
     (i)(2)                Opinion of Counsel (2)
     (i)(3)                Opinion of Counsel (5)
     (j)                   Consent of Independent Registered Public
                           Accounting Firm (12)
     (k)                   None
     (l)                   Share Purchase Agreement (1)
     (m)                   Distribution Plan relating to Class II
                           shares (7)
     (n)                   Multiple Class Plan pursuant to Rule 18f-3
                           relating to Class II shares (7)
     (o)                   None
     (p)(1)                Code of Ethics for Pioneer Funds, PFD, PIAM and
                           PIM (September 20, 2013) (12)
     (p)(2)                AEW Management and Advisors, L.P.Code of Ethics (5)
     (p)(3)                Ibbotson Associates, LLC Code of Ethics (6)
     n/a                   Power of Attorney (January 28, 2014) (12)
      ------------------------

(1)  Previously filed.  Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 1 to the Registration Statement (File No. 33-84546)
as filed with the Securities and Exchange Commission (the "SEC") on August 8,
1995 (Accession No. 0000930709-95-000005).

(2)  Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 18 to the Registration Statement (File No.33-84546)
as filed with the SEC on January 18, 2001 (Accession No. 0001016964-01-000006).

(3)  Previously filed. Incorporated by reference from the exhibits filed with
Post-Effective Amendment No. 20 to the Registration Statement (File No.33-84546)
as filed with the SEC on April 26, 2001 (Accession No. 0001016964-01-500006).

(4) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 31 to the Registration Statement (File No.33-84546)
as filed with the SEC on June 1, 2004 (Accession No. 0001016964-04-000195).

(5) 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).

(6) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 36 to the Registration Statement (File No.33-84546)
as filed with the SEC on April 13, 2005 (Accession No. 0001016964-05-000141).

(7) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 37 to the Registration Statement (File No.33-84546)
as filed with the SEC on April 22, 2005 (Accession No. 0001016964-05-000143).

(8) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 40 to the Registration Statement (File No.33-84546)
as filed with the SEC on April 28, 2006 (Accession No. 000930709-06-000040).

(9) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 44 to the Registration Statement (File No.33-84546)
as filed with the SEC on November 7, 2008 (Accession No. 000930709-08-000065).

(10) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 49 to the Registration Statement (File No.33-84546)
as filed with the SEC on April 28, 2011 (Accession No. 000930709-11-000012).

(11) Previously filed. Incorporated by reference from the exhibit filed with
Post-Effective Amendment No. 51 to the Registration Statement (File No.33-84546)
as filed with the SEC on April 27, 2012 (Accession No. 000930709-12-000002).

(12) Filed herewith.


Item 29.  Persons Controlled by or Under Common Control with the Trust

     None.

Item 30.  Indemnification

     Except for the Amended and Restated Agreement and Declaration of Trust (the
"Declaration"),  establishing the Trust as a statutory trust under Delaware law,
there is no contract,  arrangement or statute under which any Trustee,  officer,
underwriter  or affiliated  person of the Trust is insured or  indemnified.  The
Declaration  provides  that every  person  who is, or has been,  a Trustee or an
officer, employee or agent of the Trust shall be indemnified by the Trust or the
appropriate  Trust  series  to the  fullest  extent  permitted  by  law  against
liability  and  against  all  expenses  reasonably  incurred  or  paid by him in
connection  with any  claim,  action,  suit or  proceeding  in which he  becomes
involved  as a party or  otherwise  by  virtue  of his  being or  having  been a
Trustee,  officer, employee or agent and against amounts paid or incurred by him
in the settlement thereof.

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

Item 31.  Business and Other Connections of Investment Adviser

     Pioneer Investment Management, Inc. ("Pioneer Investments") is a registered
investment adviser under the Investment Advisers Act of 1940, as amended, and is
an indirect, wholly owned subsidiary of UniCredit S.p.A. ("UniCredit").  Pioneer
Investments  manages  investment  companies,  pension and profit  sharing plans,
trusts,  estates or charitable  organizations and other corporations or business
entities.

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


Item 32. Principal Underwriters

         (a)      Pioneer Funds Distributor, Inc. acts as principal underwriter
                  for the following investment companies:

                        Pioneer Bond Fund
                        Pioneer Emerging Markets Fund
                        Pioneer Equity Income Fund
                        Pioneer Fund
                        Pioneer High Yield Fund
                        Pioneer Ibbotson Asset Allocation Series
                        Pioneer Money Market Trust
                        Pioneer Real Estate Shares
                        Pioneer Series Trust I
                        Pioneer Series Trust II
                        Pioneer Series Trust III
                        Pioneer Series Trust IV
                        Pioneer Series Trust V
                        Pioneer Series Trust VI
                        Pioneer Series Trust VII
                        Pioneer Series Trust VIII
                        Pioneer Series Trust X
                        Pioneer Series Trust XI
                        Pioneer Series Trust XII
                        Pioneer Short Term Income Fund
                        Pioneer Strategic Income Fund
                        Pioneer Variable Contracts Trust


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

                         POSITIONS AND OFFICES           POSITIONS AND OFFICES
NAME                     WITH UNDERWRITER                WITH FUND

Daniel K. Kingsbury      Director                        President and Trustee


Joseph D. Kringdon       Director and President          None

Mark D. Goodwin          Executive Vice President	 Executive Vice
                         and Chief Operating Officer     President

Gregg Dooling            Chief Financial Officer         None

John M. Malone           Vice President and
                         Chief Compliance Officer        None

Patrick D. Grecco        Vice President and Controller   None

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

         (c)      Not applicable.

Item 33.  Location of Accounts and Records

         The accounts, books, and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended, and the rules
promulgated thereunder are maintained at the following offices:

	(a)	Registrant:
		60 State Street
		Boston, Massachusetts 02109

	(b)	Investment adviser and administrator:
		Pioneer Investment Management, Inc.
		60 State Street
		Boston, Massachusetts 02109

	(c)	Principal underwriter:
		Pioneer Funds Distributor, Inc.
		60 State Street
		Boston, Massachusetts 02109

	(d) 	Custodian and sub-administrator:
		Brown Brothers Harriman & Co.
		50 Post Office Square
		Boston, Massachusetts 02110

	(e)	Shareholder servicing and transfer agent:
		Pioneer Investment Management Shareholder Services, Inc.
		60 State Street
		Boston, Massachusetts 02109

Item 34.  Management Services

     Not applicable.

Item 35.  Undertakings

     Not applicable.

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and
the  Investment  Company Act of 1940, as amended,  the Trust  certifies  that it
meets all of the requirements for effectiveness of this  Registration  Statement
under Rule 485(b)  under the  Securities  Act of 1933,  and has duly caused this
Post-Effective Amendment No. 56 to its Registration  Statement  to be signed on
its behalf by the undersigned, duly authorized,  in the City of Boston and The
Commonwealth of Massachusetts on the 30th day of April, 2014.

                                             Pioneer Variable Contracts Trust



                                        By:  /s/ Daniel K. Kingsbury
                                                 Daniel K. Kingsbury
                                                 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 indicated below on April 30, 2014:



	Signature                       Title


        Mark E. Bradley*                Treasurer (Principal Financial and
        Mark E. Bradley                 Accounting Officer)


        David R. Bock*                  Trustee
        David R. Bock


        Benjamin M. Friedman*           Trustee
        Benjamin M. Friedman


        Margaret B. W. Graham*          Trustee
        Margaret B. W. Graham


        /s/Daniel K. Kingsbury          President (Principal Executive
        Daniel K. Kingsbury             Officer) and Trustee


	Marc O. Mayer*   		Trustee
	Marc O. Mayer


	Thomas J. Perna*		Chairman of the Board
	Thomas J. Perna			and Trustee


	Marguerite A. Piret*		Trustee
	Marguerite A. Piret


	Kenneth J. Taubes*		Trustee
	Kenneth J. Taubes


	Stephen K. West*		Trustee
	Stephen K. West


*By:     /s/ Daniel K. Kingsbury            Dated: April 30, 2014
         Daniel K. Kingsbury
         Attorney-in-fact
<PAGE>


                                  Exhibit Index


     Exhibit
     Number                Document Title

     (d)(1)                Amended and Restated Management
			   Agreement (November 12, 2013)

     (g)(2)                Appendix A to Custodian Agreement
                           (November 26, 2013)

     (h)(2)                Amendment No. 7 to Investment Company Service
                           Agreement (December 1, 2013)

     (h)(3)                Amended and Restated Administration
                           Agreement (March 5, 2012)

     (h)(4)                Appendix A to Amended and Restated
                           Administration Agreement (December 1, 2013)

     (h)(6)                Appendix A to Administrative Agency
			   Agreement (December 1, 2013)

     (h)(7)                Expense Limitation Agreement

     (j)                   Consent of Independent Registered Public
                           Accounting Firm

     (p)(1)                Code of Ethics for Pioneer Funds, PFD, PIAM and
                           PIM (September 20, 2013)

     n/a                   Power of Attorney (January 28, 2014)