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Pioneer Variable Contracts Trust

Filed: 12 Mar 08, 8:00pm
Bingham McCutchen
2020 K Street NW
Washington, D.C. 20006


March 13, 2008

VIA EDGAR

Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, DC 20549

Re:      Pioneer Variable Contracts Trust
         (File No. 811-08786)

Ladies and Gentlemen:

On behalf of Pioneer Variable Contracts Trust, a Delaware statutory trust (the
"Registrant"), we are filing this letter to respond in writing to the comments
of the staff (the "Staff") of the Securities and Exchange Commission (the
"Commission") regarding the Registrant's preliminary Proxy Statement on Schedule
14A, filed by the Registrant on February 15, 2008 pursuant to Section 14(a) of
the Securities Exchange Act of 1934, as amended. These comments were received by
Nancy Persechino, Donald Davidson, and Miles Treakle, counsel to the Registrant,
from Rebecca Marquigny via telephone on February 21, 2008. In response to the
Staff's comments, revisions have been made to the Registrant's Proxy Statement
as noted below.

1. Comment: The Staff noted that the Proxy Statement requests that contract
holders vote "promptly" but does not provide a date by which proxy/voting
instruction cards must be received. The Staff requested that the Registrant
indicate such date in the letter to shareholders and at the end of the Question
and Answer section.

        Response: The requested revisions have been made to the Proxy Statement.

2. Comment: The Staff requested that the Registrant clearly state, for each
Proposal, the result if a Proposal is not approved by some or all of the
Portfolios or, if approval of any Proposal is dependent on approval of any other
Proposal, the result if the other proposal is not approved.

        Response: In response to this comment and to Comment 7 below, the
Registrant has added the following statement to the section of the Proxy
Statement entitled "Proposal 1 - To Elect Trustees":

        "Nominees must be elected by a plurality. Being elected by a plurality
        means receiving the greater number of votes cast limited by the number
        of trustees to be elected. Since the number of Nominees equals the
        number of Trustees to be elected, a Nominee receiving any votes will
        be elected."

        The Registrant advises the Staff that, in response to Staff comments
regarding the joint proxy statement separately filed on behalf of other
registrants managed by Pioneer Investment Management, Inc. (see Comment 13,
below), the Registrant has amended Proposal 2 to solicit shareholder approval of
an amendment to the Declaration of Trust rather than approval of an


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March 13, 2008
Page 2



amended and restated Declaration of Trust. The proposed amendment, if approved,
will give the Board greater flexibility to amend the Declaration of Trust, and,
the Board intends to adopt changes to the Declaration of Trust so that it
contains the provisions included in the Amended and Restated Declaration of
Trust (which continues to be a part of the Proxy Statement). The Registrant
further advises the Staff that the following statement appears in the section of
the Proxy Statement entitled "Proposal 2 - To Approve an Amendment to the
Declaration of Trust":

        "At a meeting of the Board held on January 8, 2008, the Board approved
        the Amendment as well as further changes to the Existing Declaration
        which are designed to provide more flexibility to the Board in
        governing your Portfolio. Many of these further changes approved by
        the Board may be made under the terms of the Existing Declaration
        without the approval or consent of the shareholders, and the Board
        intends to make these changes even if the Amendment is not approved by
        shareholders. These changes include, among others, those related to
        Portfolio governance, including certain powers of Trustees,
        indemnification and liability of trustees, officers, employees, and
        shareholders, and shareholder/derivative actions. Other changes, most
        notably, changes to the provisions of the Existing Declaration
        relating to a merger or consolidation of the Trust into another
        entity, as described below, are subject to shareholder approval of the
        Amendment. The form of amended and restated declaration of trust,
        incorporating all of the changes approved by the Board (the "Amended
        Declaration"), is attached hereto as Part II, Section 12."

        Please also see the Response to Comment 8.

        The Registrant advises the Staff that the following statement appears
in the section of the Proxy Statement entitled "Proposal 3 - To Revise
Fundamental Investments Policies":

        "If any proposal is not approved for a Portfolio, the Portfolio's
        existing fundamental policy on that investment practice will remain in
        effect."

        The Registrant has added the following statement to the section of the
Proxy Statement entitled "Proposal 4 - To Approve an Amended and Restated
Management Agreement With Pioneer Investment Management, Inc.":

        "If the shareholders of a Portfolio do not approve the Amended and
        Restated Management Agreement, Pioneer will continue to manage the
        Portfolio pursuant to the terms of the existing management agreement."

        The Registrant has added the following statement to the section of the
Proxy Statement entitled "Proposal 5 - To Approve a Policy Allowing the
Appointment of Unaffiliated Sub-Advisers and Amendments to Sub-Advisory
Agreements Without Shareholder Approval":

        "If the shareholders of a Portfolio do not approve the sub-adviser
        approval policy, decisions regarding a proposed sub-adviser for that
        Portfolio or a material change to a sub-advisory agreement with
        respect to that Portfolio will continue to require shareholder
        approval."


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Page 3



3. Comment: The Staff requested that the Registrant clarify in the introductory
section to Part I of the Joint Proxy and in the section entitled "Vote Required
and Manner of Voting Proxies" that, as a consequence of "echo voting" by issuing
insurance companies, if only a small percentage of contract holders submits
voting instructions, those holders may determine the outcome of the vote on a
Proposal.

        Response: A new paragraph has been inserted after the third paragraph
in Part I of the Joint Proxy, as follows:

        "Please note that each participating insurance company will vote
        Portfolio shares held in separate accounts for which no timely
        instructions are received from the contract holders, as well as shares
        it owns, in the same proportion as those shares for which such
        insurance company receives voting instructions. As a consequence, if
        only a small percentage of contract holders submits voting
        instructions, those contract holders may determine the outcome of the
        vote on a Proposal. Therefore, you are strongly encouraged to submit
        voting instructions to your participating insurance company."

        The Registrant has revised the fourth paragraph in the section entitled
"Vote Required and Manner of Voting Proxies" in a similar manner. See the
response to comment 6 below for the full text of that paragraph.

4. Comment: The Staff requested that the Registrant clarify, with respect to the
section entitled "Vote Required and Manner of Voting Proxies," whether, in view
of the "echo voting" feature, a quorum may be present at the Meeting but
sufficient votes to approve a Proposal might not be received.

         Response: The Registrant advises the Staff that, in the unlikely case
that a limited number of contract holders submits instructions and the
instructions are to vote "AGAINST" a Proposal, the Registrant might elect to
adjourn the Meeting to solicit additional voting instructions.

5. Comment: The Staff requested that, with respect to voting requirements
related to each Proposal, a sentence be added to explain how participating
insurance companies will vote shares held by them.

        Response: The following sentence has been added to each Proposal:

        "Each shareholder of record that is a participating insurance company
        will vote Portfolio shares attributable to a Variable Contract in
        accordance with voting instructions received from the contract holder.
        If the insurance company does not receive timely instructions from a
        contract holder, the insurance company will vote the Portfolio shares
        attributable to that contract holder's Variable Contract, as well as
        its own shares, in the same proportion as those shares for which the
        insurance company receives voting instructions."

6. Comment: The Staff requested that the Registrant tailor the fifth paragraph
in the section entitled "Vote Required and Manner of Voting Proxies" to reflect
that no shares of a Portfolio are


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Page 4



held "directly" by contract holders. The Staff requested that the Registrant
similarly tailor the paragraphs in this section discussing shares held through a
bank or other intermediary and shares held in "street name."

        Response: The Registrant has replaced the fourth through eighth
paragraphs of the Section entitled "Vote Required and Manner of Voting Proxies"
with the following:

        "Shares of the Portfolios are offered to insurance companies issuing
        Variable Contracts and to certain Qualified Plans. The insurance
        companies are the shareholders of record entitled to be present and
        vote at the Meeting. However, if you are a contract holder, you are
        entitled to instruct your participating insurance company as to how to
        vote shares attributable to your Variable Contract. Each participating
        insurance company will vote Portfolio shares held in separate accounts
        for which no timely instructions are received from the holders of
        variable annuity contracts, as well as shares it owns, in the same
        proportion as those shares 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 the vote on a Proposal.

        "If you are a shareholder of record and hold your shares directly (not
        through a broker-dealer, bank or other financial institution), and if
        you return a signed proxy/voting instruction card that does not
        specify how you wish to vote on a Proposal, your shares will be voted
        "FOR" the nominees in Proposal 1 and "FOR" Proposals 2, 3, 4, and 5,
        as applicable.

        "Broker non-votes, as described above, and abstentions do not count as
        a vote "FOR" Proposals 2, 3, 4 and 5 and effectively result in a vote
        "AGAINST" such Proposals. For Proposal 1, a broker non-vote or
        abstention will have no effect."

7. Comment: The Staff requested that the Registrant define "plurality" in the
first bullet under Proposal 1 in the section entitled "Vote Required and Manner
of Voting Proxies" or include in a parenthetical a "plain English" explanation
of that term.

         Response: Please see the response to Comment 2.

8. Comment: The Staff requested that additional disclosure be added to Proposal
2 identifying each provision in the Amended and Restated Declaration of Trust
that requires a change in a current fundamental policy of any Portfolio,
cross-referencing the corresponding vote in the applicable subsection of
Proposal 3, and describing the consequence, if any, if the related fundamental
policy is not approved.

        Response: The Registrant advises the Staff that it has reviewed
proposed amendment to the current Declaration of Trust, as well as the terms of
the Amended and Restated Declaration of Trust, and the proposed changes to the
fundamental policies of the Portfolio and has concluded that the approval by
shareholders of the Amendment and, subsequently, the Amended and Restated
Declaration of Trust may be effected even if some or all of the changes to the


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Page 5



fundamental policies of any Portfolio or any of the other Proposals contained in
the Proxy Statement are not approved by shareholders. The Registrant has added
the following sentence to the section entitled "Proposal 2 - To Adopt an Amended
and Restated Declaration of Trust":

        "Approval of the Amendment is not dependent on the approval of any
other Proposal in this Joint Proxy Statement."

9. Comment: Regarding Proposal 3, the Staff requested expanded disclosure in
subsections 3-G(2) (concentration), 3-I (illiquid securities), 3-J (use of
margin), 3-K (short sales), 3-L (investments in other investment companies), and
3-N (exercising control or management) of the impact of the change in
fundamental policy on Money Market VCT Portfolio, the basis for the Board's
recommendation that shareholders vote in favor of the change, and how the change
is consistent with the purposes and objectives of a money market fund (low risk,
high liquidity). If the purpose of these changes is simply to provide as much
flexibility as the law permits but there is no anticipated change in the
Portfolio's holdings or the manner in which the Portfolio's investment program
is conducted, it will suffice to so state.

        Response: The Registrant has added to each of the referenced
subsections the following sentence:

        "This change is designed to afford the Portfolio the maximum
        flexibility permitted under law from time to time. Pioneer has advised
        the Board that the proposed change, if adopted, is not expected to
        materially affect the manner in which the Portfolio's investment
        program is conducted at this time, as described in the Portfolio's
        prospectus and statement of additional information."

10. Comment: With respect to Proposal 3-M (pledging or guaranteeing assets), the
Staff requested that the Registrant clearly state in the penultimate paragraph
that the Staff's silence in recent no-action letters as to any limitations on
the amount of collateral that may be pledged by a Portfolio as collateral for
debts owed does not indicate a change in position of the Staff that is reflected
in earlier no-action letters described in the paragraph.

        Response: The Registrant has added the following sentence to the
referenced subsection:

        "This does not mean that the Staff's position on this issue has
changed."

11. Comment: With respect to Proposal 4, in the fifth paragraph in the
subsection entitled "Investment Management Services," the Staff requested that
the Registrant explain the effect (if any) on contract holders of the provision
in the Amended and Restated Management Agreement that Pioneer "shall not be
deemed to assume or have responsibility for functions specifically assumed by
any administrator, transfer agent, fund accounting agent, custodian, shareholder
servicing agent, or other agent employed to perform such functions." In response
to our inquiry, Ms. Marquigny said that deleting the paragraph from the proxy
statement might be appropriate if the provision does not reflect any change in
position.


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Page 6



        Response: The Registrant has deleted this paragraph from the Proxy
Statement. In the Registrant's opinion, the provision does not reflect any
change in position.

12. Comment: With respect to Proposal 5, the Staff requested that the Registrant
state whether some or all of the Portfolios already have an existing manager of
managers exemptive order from the SEC. The Staff requested that if some
Portfolios have not received such an order or have an order pending before the
SEC, the Registrant disclose that if the SEC provides such an order the
Registrant may be required by the terms of the order to resubmit for
shareholder/contract holder approval the policy allowing appointment of
unaffiliated subadvisers.

        Response: The Registrant has revised the first paragraph of the
subsection "Proposed sub-adviser approval policy" within the section entitled
"Proposal 5 - To Approve a Policy Allowing the Appointment of Unaffiliated
Sub-Advisers and Amendments to Sub-Advisory Agreements Without Shareholder
Approval" as follows:

        "Each of the Portfolios, along with other funds in the Fund Complex,
        and Pioneer, have received an exemptive order of the SEC (the
        "exemptive order") for relief from the provisions of Section 15(a) of
        the 1940 Act and Rule 18f-2 under the 1940 Act."

13. Comment: The Staff requested that the Registrant incorporate in its Proxy
Statement revisions made to a joint proxy statement separately filed on behalf
of other registrants managed by Pioneer Investment Management, Inc. in response
to Staff comments, to the extent applicable to the Registrant's Proxy Statement.

        Response:  Applicable revisions will be incorporated in the
Registrant's Proxy Statement.

        Please feel free to contact me (at 202-373-6185) if you have further
questions or comments.


Sincerely,

/s/ Nancy Persechino

Nancy Persechino


cc:      Christopher Kelley
         Roger Joseph
         Donald Davidson
         Miles Treakle